Ahkeo Labs LLC v. Plurimi Inv. Managers, LLP.
293 F. Supp. 3d 741
N.D. Ohio2018Background
- Ahkeo Labs (Ohio) alleges a London-based investment manager, Plurimi Investment, breached a February 7, 2017 credit revolver agreement negotiated and signed by Ahkeo's CEO Skoda and Alexander Dupee (a junior employee who worked at sister firm Plurimi Wealth).
- Dupee previously arranged three loans to Ahkeo from individual Plurimi Wealth clients; those loans and promissory notes named individual lenders (not Plurimi entities).
- The revolver agreement was signed in Plurimi Wealth's London office, identified Dupee (and his affiliates) as counterparties, hand-wrote Plurimi's HQ address, but did not mention either Plurimi entity; Ahkeo never received the promised $6M/$9M funds.
- Plurimi Wealth employed Dupee but he lacked actual authority to bind Plurimi Wealth; Plurimi Investment never employed him. Neither Plurimi entity has U.S. offices, clients, employees, or lending licenses.
- Ahkeo sued Plurimi Investment (and initially Dupee); claims against Dupee were voluntarily dismissed; Ahkeo sought to amend to add Plurimi Wealth. Plurimi Investment moved to dismiss for lack of personal jurisdiction, forum non conveniens, Rule 19 indispensable party, and for summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court has general personal jurisdiction over Plurimi entities | Plurimi had continuous/systematic contacts because it dealt with Ahkeo while Ahkeo was in Ohio | Plurimi entities are UK-based with no offices/clients/employees in Ohio; contacts insufficient | No general jurisdiction; dismissed |
| Whether court has specific personal jurisdiction (minimum contacts) | Dupee negotiated from London with Ohio-based Ahkeo; funds were destined for Ohio, so Plurimi purposefully availed itself | Contacts were with Dupee (an individual) in the U.K.; defendant did not purposefully direct activities to Ohio | No specific jurisdiction; dismissed |
| Whether Dupee’s conduct can be attributed to Plurimi (apparent/actual agency) | Dupee represented he had Plurimi clients/resources and used Plurimi facilities/email, so apparent authority existed | Dupee had no actual authority; no manifestations by Plurimi holding him out to bind the firms; loan docs name individuals not Plurimi | Dupee was not an agent/apparent agent of Plurimi entities; contacts not attributable to them |
| Whether amendment to add Plurimi Wealth should be allowed and other motions | Amendment would permit jurisdictional claim against Plurimi Wealth | Even with amendment, jurisdictional defects remain; other motions dependent on jurisdiction | Denied amendment as futile; other motions denied as moot; case dismissed without prejudice |
Key Cases Cited
- Int'l Shoe Co. v. State of Washington, 326 U.S. 310 (minimum contacts test for personal jurisdiction)
- Daimler AG v. Bauman, 571 U.S. 117 (limits on general jurisdiction over corporations)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (clarifies all‑purpose jurisdiction standard)
- Walden v. Fiore, 571 U.S. 277 (jurisdictional contacts must be with the forum state itself)
- Kerry Steel, Inc. v. Paragon Indus., Inc., 106 F.3d 147 (6th Cir.) (foreign defendant’s communications and contract with forum plaintiff insufficient for jurisdiction)
- Int'l Techs. Consultants, Inc. v. Euroglas S.A., 107 F.3d 386 (6th Cir.) (continuing relationship plus communications did not establish jurisdiction)
- Cole v. Mileti, 133 F.3d 433 (6th Cir.) (distinguishable example where solicitation into the forum supported jurisdiction)