United States District Court, S.D. New York
DECISION AND ORDER
MARRERO, UNITED STATES DISTRICT JUDGE.
Mazaya Trading Company ("Plaintiff" or
"Mazaya") brings this action against defendants The
Fung Group, Li & Fung Limited, Global Brands Group
Holding Limited, and Fung Holdings Limited (together,
"Defendants"). The complaint brings claims of
common law fraud, negligent misrepresentation, breach of
warranty of merchantability, and breach of the implied
covenant of good faith and fair dealing, relating to an
alleged breach by Defendants of an agreement with Plaintiff
for the distribution of handbags and other retail goods. (See
"Complaint," Dkt. No. 4.)
the Court is a pre-motion letter submitted by Defendants
seeking leave to file a motion to dismiss the Complaint. (See
"July 2 Letter, ". Dkt. No. 14.) The Court has also
received a letter in response from Plaintiff. (See "July
9 Letter," Dkt. No. 18.) The Court construes the July 2
Letter as a motion by Defendants to dismiss the Complaint
pursuant to Rule 12(b)(1) of the Federal Rules of. Civil
Procedure ("Rule 12(b)(1)") (the
"Motion"). For the reasons set forth below, the
Motion is GRANTED.
Court has "an independent obligation to determine
whether federal jurisdiction exists." Bayerische
Landesbank, New York Branch v. Aladdin Capital Mqmt.
LLC, 692 F.3d 42, 48 (2d Cir. 2012). "For diversity
purposes, a corporation is considered a citizen of the state
in which it is incorporated and the state of its principal
place of business." Id.; see 28 U.S.C. §
1332(c) (1) .
the parties in this action are citizens of any State.
Plaintiff is incorporated and has its principal place of
business in Lebanon. (Complaint ¶¶ 11-13.) The Fung
Group allegedly has its principal office in Hong Kong
(Complaint ¶ 14), but the Complaint does not make any
allegation regarding its corporate existence or location;
Defendants claim it does not exist as a legal entity. (July 2
Letter at 1.) Li & Fung Limited has its principal office
in Hong Kong (Complaint ¶¶ 15-17), and Defendants
claim it is incorporated in Bermuda. (July 2 Letter at 1.)
Global Brands Group Holding Limited is a Bermuda corporation
(Complaint ¶ 19), and Defendants claim its principal
place of business is in Hong Kong. (July 2 Letter at 1.)
Finally, the Complaint does not allege either the location of
incorporation or principal place of business of Fung Holdings
Limited (Complaint ¶ 18); Defendants claim no such
is lacking . . . where the only parties are foreign
entities." Universal Licensing Corp. v. Paola del
Lungo S.p.A., 293 F.3d 579, 581 (2d Cir. 2002). Indeed,
"the presence of aliens on two sides of a case destroys
diversity jurisdiction." Island Global Yachting,
Ltd. v. Poole Capital, S.A., 438 F.Supp.2d 310, 311
(S.D.N.Y. 2006). The burden is on Plaintiff to demonstrate
that jurisdiction exists. Sty-Lite Co. v. Eminent
Sportswear Inc., 115 F.Supp.2d 394, 399 (S.D.N.Y. 2000).
Plaintiff does not counter Defendants' arguments-
regarding the citizenship of the parties or the legal
existence of the Fung Group or Fung Holdings Limited.
Instead, Plaintiff argues that the Defendants are subject to
the Court's jurisdiction under the New York long-arm
statute. But personal jurisdiction is a distinct inquiry from
subject matter jurisdiction. Island Global Yachting,
Ltd., 438 F.Supp.2d at 311; see also Theobald v. IFS
Int'l Holdings, Inc., 443 F.Supp.2d 556, 557
there a federal question in this case. As Plaintiff notes,
the claims alleged are common law fraud, negligent
misrepresentation, breach of warranty of merchantability, and
breach of implied covenant of good faith and fair dealing.
(July 9 Letter at 1.)
the Court does not have jurisdiction over this proceeding
under either diversity jurisdiction or federal question
jurisdiction, it must dismiss the action. The Court therefore
need not address the alternative arguments for dismissal made
by Defendants. (July 2 Letter at 2-3.)
it is hereby
that the motion so deemed by the Court as filed by defendants
The Fung Group, Li & Fung Limited, Global Brands Group
Holding Limited, and Fung Holdings Limited to dismiss (Dkt.
No. 14) the Complaint of plaintiff Mazaya Trading Company
(Dkt. No. 4) pursuant to Rule 12(b)(1) of the Federal Rules
of Civil Procedure is GRANTED.