United States District Court, W.D. New York
DECISION AND ORDER
ELIZABETH A. WOLFORD United States District Judge.
Wilderness USA, Inc. ("Plaintiff) commenced this action
in New York State Supreme Court, Monroe County, seeking
various forms of relief arising out of a contractual dispute
with defendant DeAngelo Brothers LLC ("Defendant")-
(Dkt. 1-1). On July 25, 2017, Defendant filed a notice of
removal to this Court based on diversity jurisdiction. (Dkt.
1; see Dkt. 2 (continuation of exhibits)).
pending before the Court is Defendant's motion to dismiss
for lack of in personam jurisdiction and improper
venue. (Dkt. 9). The central question governing the
disposition of this motion is whether the Court has general
jurisdiction over a party, such as Defendant, who is
registered to do business as a foreign corporation in New
York State, and, as such, has appointed the New York State
Secretary of State as its agent for service process.
See N.Y. Bus. Corp. Law §§ 1301,
1304(a)(6). Defendant rightly acknowledges that New York
courts have permitted the exercise of general jurisdiction
over a foreign corporation upon no other basis but compliance
with the registration statute. See Steuben Foods, Inc. v.
Oystar Grp., No. 10-CV-780S, 2013 WL 2105894, at *3
(W.D.N.Y. May 14, 2013). However, Defendant also contends
that this method of acquiring personal jurisdiction is
outmoded and has been rendered inapplicable in light of the
Supreme Court's decision in Daimler AG v.
Bauman, 134 S.Ct. 746 (2014), as well as the subsequent
cases decided within this Circuit. (Dkt. 9-2 at 15-17).
Plaintiff recognizes that several federal district court
cases have construed Daimler as Defendant suggests,
(Dkt. 13 at 16), but Plaintiff argues that these cases were
wrongly decided and that the exercise of general jurisdiction
pursuant to New York's business registration statute is
still supported by good law. Because the Court agrees with
Defendant that Daimler altered the landscape for
acquiring personal jurisdiction in a case such as this,
Defendant's motion to dismiss (Dkt. 9) is granted, and
Plaintiffs complaint is dismissed without prejudice.
a New York corporation maintaining its principal place of
business within this district in Monroe County, New York
(Dkt. 1-1 at ¶ 1), operates a business specializing in
"vegetation management" (id. at 7).
Plaintiff employs various individuals to assist in
controlling overgrowth along highways and right-of-ways.
(Id. at ¶ 8). According to Defendant's
notice of removal, Defendant is a Pennsylvania limited
liability company and maintains its principal place of
business in Pennsylvania. (Dkt. 1 at ¶ 11; see Dkt.
9-3 at ¶ 3).
February 15, 2016, Plaintiff entered into a subcontract with
a nonparty contractor known as Mercier, Inc.
("Mercier") (Dkt. 1-1 at ¶ 9). Mercier agreed
to bid on projects offered by the Georgia Department of
Transportation ("GDOT"), and promised to assign
Plaintiff as its sole subcontractor for vegetation management
on any contracts it was awarded by the State of Georgia.
(Id. at ¶ 12). Mercier obtained three contracts
for vegetation management within three different GDOT
districts (collectively, "GDOT Contract").
(Id. at ¶ 13). However, after learning that the
owner of Mercier wished to sell the company to Defendant,
Plaintiff engaged in negotiations with Mercier and Defendant
to protect its rights under the subcontract. (Id. at
¶¶ 14, 17).
November 29, 2016, Plaintiff, Defendant, and Mercier entered
into an "Assignment and Assumption and Release"
agreement (the "Agreement"), which provided that
Defendant would assume Mercier's responsibilities under
the subcontract with Plaintiff. (Id. at ¶ 21).
The Agreement also prevented Defendant from interfering with
Plaintiffs work under the GDOT Contract. (Id. at
¶ 22). Plaintiff alleges that it has been competently
performing its obligations under the GDOT Contract for over a
year and a half. (Mat ¶35).
and July of 2017, Defendant allegedly sent its employees to
antagonize GDOT personnel about Plaintiffs job performance
under the GDOT Contract. (Id. at ¶ 42).
Plaintiff notified Defendant that it was interfering with
Plaintiffs obligations under the GDOT Contract, and Defendant
responded by terminating the subcontract for several material
breaches of the subcontract and the GDOT Contract.
(Id. at ¶¶ 44-45). Plaintiff alleges that
Defendant manufactured these various contractual breaches to
"squeeze [Plaintiff] out of the GDOT Contract so that it
can take over the work itself." (Id. at ¶
48). Plaintiff further alleges that it will suffer
irreparable harm upon the termination of the subcontract,
such as being forced to lay off 50 employees in Georgia, the
loss of its goodwill and reputation with GDOT, and the loss
of "substantial investments in acquiring materials and
equipment" for the performance of the GDOT Contract.
(See Id. at ¶¶ 50-51, 53).
filed this action in New York State Supreme Court, Monroe
County, seeking a declaration that it has not materially
breached the subcontract or the GDOT Contract, a declaration
that Defendant's purported termination of the subcontract
is void, injunctive relief enjoining Defendant from seeking
to terminate the subcontract or otherwise interfere with
Plaintiffs performance of the GDOT Contract, and,
alternatively, monetary damages for Defendant's alleged
breach of the subcontract and the Agreement. (Id. at
10-12). On July 20, 2017, the state court entered a temporary
restraining order preventing Defendant from terminating the
subcontract or otherwise interfering with Plaintiffs
performance of the GDOT Contract. (Dkt. 1-8).
has since filed a notice of removal (Dkt. 1), and a motion to
dismiss/transfer of venue (Dkt. 9). Defendant claims that
this Court does not have the authority to exercise either
general or specific jurisdiction over Defendant, and thus,
the action must be dismissed for lack of personal
jurisdiction. (Dkt. 9-2 at 13-24). Plaintiff responds only to
Defendant's argument regarding general jurisdiction, and
contends that personal jurisdiction has been established
because Defendant has registered to do business in New York
State as a foreign corporation and has appointed the New York
State Secretary of State as its agent for service of process
in the state. (Dkt. 13 at 6-17).
also contends that the complaint should be dismissed because
the Western District of New York is an improper venue for
this action and, alternatively, even if this Court chooses
not to dismiss this action, the matter should be transferred
to the State of Georgia as a matter of convenience. (Dkt. 9-2
at 24-29). Plaintiff opposes Defendant's venue arguments,
claiming that the Western District of New York is the proper
venue for this action, and that this Court should not
exercise its discretion to transfer the case. (Dkt. 13 at
requirement that a court have personal jurisdiction flows not
from Art. Ill. but from the Due Process Clause. ... It
represents a restriction on judicial power not as a matter of
sovereignty, but as a matter of individual liberty."
Ins. Corp. of Ir., Ltd. v. Compagnie des Bauxites de
Guinee, 456 U.S. 694, 702 (1982). "On a
Fed.R.Civ.P. 12(b)(2) motion to dismiss for lack of personal
jurisdiction, [the] plaintiff bears the burden of showing
that the court has jurisdiction over the defendant."
In re Magnetic Audiotape Antitrust Lit., 334 F.3d
204, 206 (2d Cir. 2003). "Prior to discovery, a
plaintiff may survive a Rule 12(b)(2) motion to dismiss by
pleading in good faith legally sufficient allegations of
jurisdiction." DiFillippo v. Special Metals
Corp., 299 F.R.D. 348, 352 (N.D.N.Y. 2014) (citing
Metro. Life Ins. Co. v. Robertson-Ceco Corp., 84
F.3d 560, 566 (2d Cir. 1996)). "That is, where a court
relies only upon the pleadings and supporting affidavits, a
plaintiff need only make a prima facie showing of personal
jurisdiction over a defendant." Id. (citing
CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 364
(2d Cir. 1986)).
general, a 'district court's personal jurisdiction is
determined by the law of the state in which the court is
located.'" Mrs. U.S. Nat'l Pageant, Inc. v.
Miss U.S. Org., LLC, 875 F.Supp.2d 211, 219 (W.D.N.Y.
2012) (quoting Spiegel v. Schulmann, 604 F.3d 72, 76
(2d Cir. 2010)). "There are two ways that New York
exercises personal jurisdiction over non-residents: general
jurisdiction pursuant to N.Y. CPLR § 301 ... or specific
jurisdiction pursuant to N.Y. [CPLR] § 302."
Thackurdeen v. Duke Univ., 130 F.Supp.3d 792, 798
(S.D.N.Y. 2015) (quotations omitted), aff'd, 660
F.App'x 43 (2d Cir. 2016). "Specific jurisdiction is
available when the cause of action sued upon arises out of
the defendant's activities in a state. General
jurisdiction, in contrast, permits a court to adjudicate any
cause of action against the corporate defendant, wherever
arising, and whoever the plaintiff." Brown v.
Lockheed Martin Corp., 814 F.3d 619, 624 (2d Cir.
Supreme Court has held that "[a] court may assert
general jurisdiction over foreign (sister-state or
foreign-country) corporations to hear any and all claims
against them when their affiliations with the State are so
'continuous and systematic' as to render them
essentially at home in the forum State." Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,
919 (2011) (citing Int'l Shoe Co. v. State of Wash.,
Office of Unemployment Comp. & Placement, 326 U.S.
310, 317 (1945)). "With respect to a corporation, the
place of incorporation and principal place of business are
paradig[m] . . . bases for general jurisdiction."
Daimler AG v. Bauman, 134 S.Ct. 746, 760 (2014)
(quotation omitted); see Brown, 814 F.3d at 627
("Daimler established that, except in a truly
'exceptional' case, a corporate defendant may be
treated as 'essentially at home' only where it is
incorporated or maintains its principal place of business-the
Prevailing Principles Pre-International
contends that Defendant is subject to the reach of this
Court's general jurisdiction by the sole fact that
Defendant has registered to do business within the State of
New York pursuant to N.Y. Bus. Corp. Law § 1301. This
registration statute requires that foreign corporations
receive explicit authorization to do business in New York
before they may lawfully transact business in New York State.
Id. § 1301(a). To receive this authorization, a
foreign corporation must submit an application that includes,
among other things, ...