United States District Court, S.D. New York
OPINION & ORDER
LOUIS L. STANTON, District Judge.
Defendant Judith L. Hopkinson moves to dismiss the complaint pursuant to Fed.R.Civ.P. 12(b) for lack of personal jurisdiction and for failure to state a claim on which relief can be granted, and to dismiss or stay the action pursuant to the anticipatory filing doctrine or Colorado River abstention. For the reasons that follow, this Court has personal jurisdiction over Hopkinson in this matter; the motion to dismiss for failure to state a claim is granted; and accordingly, it is unnecessary to consider Hopkinson's argument for abstention.
Plaintiff TTO Drilling Co., Inc. ("TTO") sues for payment of accelerated balances of two notes executed by defendant Judith L. Hopkinson.
In 2002 and 2003 Hopkinson, a California resident, entered agreements to purchase interests in two partnerships: the Silver Spike Drilling Company and the Colt Drilling Company. Compl. ¶¶ 2, 4, 22, ECF No. 2. Hopkinson executed a promissory note in each transaction. Compl. ¶¶ 5-6, 23-24. The notes contained identical language that they would be "assigned, pledged and hypothecated by the Partnership to TTO Drilling Co., Inc. as security of partnership indebtedness." Compl. ¶¶ 9, 27. The assignments were effectuated by "Turnkey Drilling Contracts" between each of the partnerships and TTO. Compl. ¶¶ 10, 28. Both of the Turnkey contracts stated
As collateral for the payment of the Turnkey Note (together hereinafter referred to as the "Note"), and for the payment and performance of all liabilities and obligations of [the partnership] to [TTO], [the partnership] pledges, transfers, assigns, grants a security interest in and delivers to [TTO] all of his right, title and interest... [in] the Subscription Notes of the Partners....
Compl. Exs. C at 2-3, Fat 2.
The subscription notes defined certain "Events of Default, " including:
the issuance of any writ of garnishment, or writ of attachment, or writ of injunction, or summons against the holder of this Note in connection with any suit or controversy involving the Maker, any surety, endorser or guarantor of the Note, or to which the Maker, any surety, endorser or guarantor of the Note may be made a party, or in any of said events.
Compl. ¶¶ 14, 32. Each subscription note also stated that "[u]pon the occurrence of any such Event or Default, all of the unpaid principal balance hereof, together with unpaid interest accrued shall, at the election of the holder hereof, and without notice, immediately become due and payable." Compl. ¶¶ 15, 33.
In 2010, Hopkinson brought an action in the United States District Court for the Southern District of New York, naming the notes' holder TTO as a defendant. Compl. ¶ 16-17. TTO was served with the summons and complaint. Compl. ¶ 17. The suit was dismissed as time-barred. Hopkinson v. Estate of Siegal, No. 10 Civ. 1743 (LBS), 2011 WL 1458633, at *7 (S.D.N.Y. Apr. 11, 2011), aff'd, 470 F.Appx. 35 (2d Cir. 2012).
TTO now argues that the commencement of the 2010 action by Hopkinson, the notes' maker, constituted an "Event of Default" triggering the notes' acceleration clauses and giving TTO the right to immediate payment of the principal amount of the notes. Compl. ¶¶ 18-19, 36-37.