United States District Court, S.D. New York
Bryan T. Mohler, PRYOR CASHMAN LLP, for Plaintiff New Asia Enterprises Ltd.
Steven C. Rickman, Cristina Salamone, ZANGARI COHN CUTHBERTSON P.C..
Steven Raffaele, HOLLAND & KNIGHT LLP, Defendant Fabrique, Ltd.
OPINION & ORDER
JOHN F. KEENAN, District Judge.
Before the Court is Defendant Fabrique, Ltd.'s ("Fabrique") motion to dismiss Plaintiff New Asia Enterprises Ltd.'s ("New Asia") complaint for lack of personal jurisdiction and lack of capacity to sue, and, alternatively, to transfer to the District of Connecticut. For the reasons that follow, Fabrique's motion is denied in its entirety.
Unless otherwise noted, the following facts are drawn from the complaint and the declarations submitted by both parties in relation to this motion. New Asia is a corporation organized and existing under the laws of the People's Republic of China (Hong Kong), with its principal place of business in Speonk, New York. (Compl. ¶ 6.) Its president is Richard Grant. (Grant Decl. ¶ 1.) New Asia is a buying agent on behalf of U.S.-based businesses seeking to manufacture goods in China. As a buying agent, Plaintiff locates factories in China, negotiates prices, oversees the shipping of goods from China, and provides quality control services. (Comp. ¶ 11-12.)
Fabrique is a corporation organized under the laws of Connecticut, with its principal place of business in Stony Creek, Connecticut. (Sears Decl. ¶ 1.) Its president is Francine Farkas Sears. (Id.) Fabrique designs, manufactures, and sells cases for electronic goods (e.g., computer laptop cases) and luggage. Many of its products are manufactured in Chinese factories. Defendant engaged New Asia to act as its buying agent in China. (Compl. ¶ 14-16.)
According to New Asia, it entered into an overarching agreement to provide "buying agent services" to Fabrique in exchange for 5 percent commissions on orders placed with factories New Asia introduced to Fabrique. ( Id. ¶¶ 15-17.) The parties also allegedly agreed that Fabrique would not work directly with those factories because they were exclusively New Asia's sources, and that New Asia would protect Fabrique's designs to the best of New Asia's ability. ( Id. ¶ 18.) Defendant disputes the existence of an overarching agreement and asserts that there were a series of agreements on an order-by-order basis.
New Asia brought this action in New York County Supreme Court, alleging breach of contract and seven other claims arising out of its contractual relationship with Fabrique. Defendant removed the action to this Court. New Asia seeks damages caused by Fabrique's alleged bad faith repudiation of the agreement between the parties. Plaintiff alleges that Defendant breached the overarching contract, failed to pay commissions, and fraudulently induced New Asia to rely on the contract.
Defendant now moves to dismiss the complaint for lack of personal jurisdiction and because New Asia lacks the capacity to sue under N.Y. Bus. Corp. Law § 1312(a). In the alternative, Fabrique moves to transfer the action to the District of Connecticut. Both sides submitted declarations that they have asked the Court to consider in deciding this motion.
A. Lack of Personal Jurisdiction
1. Legal Standard
The showing a plaintiff must make to defeat a motion to dismiss for lack of personal jurisdiction "varies depending on the procedural posture of the litigation." Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A. , 722 F.3d 81, 84 (2d Cir. 2013) Where, as here, the motion is to be decided on declarations or affidavits instead of a full evidentiary hearing, a plaintiff only needs to make a prima facie showing of jurisdiction. See S. New Eng. Tel. Co. v. Global NAPs Inc. , 624 F.3d 123, 138 (2d Cir. 2010). At this juncture, it is inappropriate for a court to resolve disputes in a defendant's favor, even if defendant presents "direct, highly specific testimonial evidence regarding a fact essential to jurisdiction." Dorchester Fin. Sec. , 722 F.3d at 86 & n.4 (internal quotation marks omitted). Thus, a court must construe the jurisdictional facts in the light most favorable to the plaintiff. See S. New Eng. Tel. , 624 F.3d at 138.
In diversity cases brought before this Court, personal jurisdiction is determined by New York law. See DiStefano v. Carozzi N. Am., Inc. , 286 F.3d 81, 84 (2d Cir. 2001) (per curiam). A court may exercise specific jurisdiction under New York's long-arm statute, ...