Negotiations and Numerous In-Person Meetings in New York Held Sufficient to Exercise Personal Jurisdiction

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Posted on: Jun 15 2022

Obtaining jurisdiction over a corporation that is incorporated and headquartered outside of the state can be difficult. A plaintiff must plead and prove that the corporation purposefully availed itself of the resources of the state for a court to exercise personal jurisdiction over the defendant. The failure to do so will result in dismissal of the action.

Under CPLR § 302(a)(1), a court can exercise specific personal jurisdiction over a non-domiciliary who “transacts any business within the state.” CPLR § 302(a)(1). To satisfy CPLR § 302(a)(1), a plaintiff must satisfy a two-part test. First, the defendant must have “transacted business” in New York.¹ Second, the plaintiff must demonstrate “some articulable nexus between the business transacted and the cause of action sued upon.”²

CPLR § 302(a)(1) is a “single act statute,” whereby “proof of one transaction in New York is sufficient to invoke jurisdiction, even though the defendant never enters New York, so long as the defendant’s activities here were purposeful and there is a substantial relationship between the transaction and the claim asserted.”³ “Purposeful activities are those with which a defendant, through volitional acts, ‘avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.”⁴ Whether a non-domiciliary has engaged in sufficient purposeful activity to confer jurisdiction requires an examination of the totality of the circumstances.⁵ The quality of a defendant’s contacts is the “primary consideration” in establishing jurisdiction.⁶

As to the required nexus, the courts require “a relatedness between the transaction and the legal claim such that the latter is not completely unmoored from the former, regardless of the ultimate merits of the claim.”⁷ “[W]here at least one element arises from the New York contacts, the relationship between the business transaction and the claim asserted supports specific jurisdiction under the statute.”⁸

Further, the exercise of “personal jurisdiction under the long-arm statute must comport with federal constitutional due process requirements.”⁹ In this regard, the nondomiciliary must have “certain minimum contacts with [the forum] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.”¹⁰

The “minimum contacts” test “has come to rest on whether a defendant’s conduct and connection with the forum State are such that it should reasonably anticipate being haled into court there.”¹¹ Such minimum contacts exist where a defendant “purposefully avails itself of the privilege of conducting activities within the forum State.”¹² Similarly, where the non-domiciliary uses the forum to “achieve the wrong complained of … satisfies the minimum contacts component of the due process inquiry.”¹³

Whether personal jurisdiction offends “notions of fair play and substantial justice” depends on a consideration of “the burden on the defendant, the forum State’s interest in adjudicating the dispute, the plaintiff’s interest in obtaining convenient and effective relief, the interstate judicial system’s interest in obtaining the most efficient resolution of controversies, and the shared interest of the several States in furthering fundamental substantive social policies”¹⁴

With the foregoing principles in mind, we examine 4069 Rosen Assoc., LLC v. Tournamentone Corp., 2022 N.Y. Slip Op 03864 (1st Dept. June 14, 2022) (here).

4069 Rosen Assoc. involved a series of loans made by plaintiffs to defendant. In that regard, between October 2013 and July 2016, plaintiffs made eleven loans to defendant in the form of convertible debentures and promissory notes (the “Notes”).

According to plaintiffs, in connection with the Notes (and additional loans plaintiffs subsequently made to defendant), defendant met with plaintiffs’ representatives at their offices and/or with defendant’s in-state agent in New York City on no fewer than thirteen separate occasions, directed substantial email and mail communications to plaintiffs and its agent in New York, and sent money into New York to pay its agent’s transaction fees.

On each Note, defendant subsequently defaulted and failed to satisfy any of its payment obligations.

Plaintiffs commenced the action in December 2020, to enforce the Notes. On February 26, 2021, the motion court issued a decision and order granting plaintiffs’ motion for summary judgment in lieu of complaint, pursuant to CPLR § 3213, on default. Defendant moved to vacate the order on the ground that the motion court lacked personal jurisdiction over it.

The motion court denied the motion to vacate, noting that defendant’s numerous visits to New York to negotiate the loans at issue were more than sufficient to confer personal jurisdiction over it.

Defendant appealed. The Appellate Division, First Department affirmed the denial of the motion.

The Court held that the motion court “properly found that the nature and quality of defendant’s contacts in New York were sufficient to support long-arm jurisdiction under the ‘transacts … business’ provision of CPLR 302(a)(1).”¹⁵ The Court found that “defendant’s New York activities were purposeful and substantially related to plaintiffs’ claims to recover on [the] 11 notes and debentures signed by defendant.”¹⁶ The Court explained that such a finding was supported by the fact that “defendant’s principal purposefully transacted business in New York by negotiating the terms of 8 of the 11 notes and debentures during in-person meetings in New York.¹⁷

Additionally, noted the Court, “in connection with the loan transactions, defendant retained a New York firm to represent it, traveled to New York on multiple occasions to meet with plaintiffs’ representatives to promote and provide progress reports on defendant’s business, and established a continuing relationship with plaintiffs that lasted several years and spanned 11 separate loans.”¹⁸ Such activities, said the Court, were “sufficient to satisfy the statutory test for long-arm jurisdiction.”¹⁹

Finally, the Court held the motion court’s “exercise of personal jurisdiction over defendant comport[ed] with due process, since plaintiffs’ cause of action to recover on the notes and debentures ha[d] a substantial nexus with defendant’s contacts with New York.”²⁰ The Court explained that “[d]efendant’s numerous contacts with New York demonstrate[d] that litigating in this state was foreseeable and would not be unduly burdensome.”²¹

Takeaway

4069 Rosen Assoc. is a good example of a court looking at the totality of the contacts within the state to determine whether a defendant has “on his or her own initiative project[ed] himself of herself into th[e] state to engage in a sustained and substantial transaction of business.”²² Thus, where, as in 4069 Rosen Assoc., the contacts within the state were numerous and purposeful, a court will find that the exercise of jurisdiction over a non-domiciliary is appropriate and consistent with notions of due process.

Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP.

This article is for informational purposes and is not intended to be and should not be taken as legal advice.

Footnotes

McGowan v. Smith, 52 N.Y.2d 268, 271 (1981).
Id. at 272.
Deutsche Bank Secs., Inc. v. Mont. Bd. of Invs., 7 N.Y.3d 65, 71 (2006); see also Wilson v Dantas, 128 AD3d 176, 182-83 (1st Dept. 2015).
Fischbarg v. Doucet, 9 N.Y.3d 375, 380 (2007) (quoting McKee Elec. Co. v. Rauland–Borg Corp., 20 N.Y.2d 377, 382 (1967)).
Id. (quoting Farkas v. Farkas, 36 A.D.3d 852, 853 (2d Dept. 2007)).
Id.
Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 20 N.Y.3d 327, 339 (2012).
Id. at 341.
Rushaid v. Pictet & Cie, 28 N.Y.3d 316, 331 (2016).
Id. (citation omitted).
LaMarca v. Pak-Mor Mfg. Co., 95 N.Y.2d 210, 216 (2000).
Id.
Licci ex rel. Licci v Lebanese Can. Bank, SAL, 732 F.3d 161, 173 (2d Cir. 2013).
Rushaid, 28 N.Y.3d at 331 (citation omitted).
Slip Op. at *1.
Id. (citing, C. Mahendra (NY), LLC v. National Gold & Diamond Ctr., Inc., 125 A.D.3d 454, 457 (1st Dept. 2015)).
Id. (citing, Kleinfeld v. Rand, 143 A.D.3d 524 (1st Dept. 2016); and San Ysidro Corp. v Robinow, 1 A.D.3d 185, 187 (1st Dept. 2003)).
Id.
Id. (citing, Wilson v. Dantas, 128 A.D.3d 176, 182-83 (1st Dept. 2015), aff’d on other grounds, 29 N.Y.3d 1051 (2017)).
Id. (citing, D&R Global Selections, S.L. v. Bodega Olegario Falcon Pineiro, 29 N.Y.3d 292, 299 (2017)).
Id.
Berkshire Capital Group, LLC v. Palmet Ventures, LLC, 307 Fed. App’x. 479, 481 (2d Cir.2008) (internal quotations and citation omitted).