Alfandary v. Nikko Asset Management Co., Ltd.
1:17-cv-05137
S.D.N.Y.Jun 19, 2019Background
- Plaintiffs are former senior executives of Nikko (Nikko Plaintiffs) and of Nikko Asset Management of America, Inc. (NAMA Plaintiffs); all participated in Japanese stock option plans granting SARs.
- Nikko is a Japan-incorporated asset manager; SMTB and SMTH are its controlling corporate parents; Shibata is a former Nikko executive.
- NAMA Plaintiffs signed Award Notices acknowledging Japanese law and forum selection for disputes; several Plaintiffs later executed Separation Agreements with NAMA that contained New York-exclusive jurisdiction and merger/integration clauses.
- Plaintiffs allege Defendants fraudulently prevented Plaintiffs from realizing value from SARs and breached the Allotment Agreements; Plaintiffs sued in New York federal court.
- Defendants moved to dismiss on forum non conveniens and personal jurisdiction grounds; Judge Sweet denied dismissal, and Defendants sought reconsideration.
- The district court denied reconsideration, holding Defendants failed to identify controlling law or facts that would alter the prior ruling.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Separation Agreements and their merger clauses defeat Award Notices' Japan forum clauses (forum non conveniens) | Separation Agreements supersede prior agreements and cover vested SARs, so New York forum clauses control | Award Notices govern SAR disputes and are not superseded because they concern different subject matter | Court: Separation Agreements plausibly supersede conflicting Award Notices; plaintiffs' forum non conveniens claims withstand dismissal; reconsideration denied |
| Whether Vicari is bound by an Award Notice forum clause (forum non conveniens) | Vicari lacks a signed Separation Agreement on file; NAMA had consistent practice of negotiating separation terms covering vested SARs | Defendants argue no record of Vicari's Separation Agreement means Award Notice applies to her | Court: Factual disputes (lost file, alleged business practice) preclude dismissal; Vicari's claims remain in New York |
| Whether Nikko is subject to general personal jurisdiction in U.S. courts | Nikko (through NAMA) has sufficient, continuous contacts with U.S. (SEC filings, direct grants to U.S. employees, executives' travel/oversight) to be "at home" | Daimler prohibits finding general jurisdiction absent domiciliary status; contacts are insufficient and must be assessed worldwide | Court: Considered Daimler and worldwide contacts; concluded aggregate contacts support general jurisdiction over Nikko; denial of reconsideration affirmed |
| Whether opinion overlooked controlling precedent or facts warranting reconsideration | Plaintiffs rely on contractual integration, factual record, and Daimler analysis as applied | Defendants say court overlooked Primex/Applied Energetics distinction re: merger clauses and misapplied Daimler's limits on imputing subsidiary contacts | Court: Found no overlooked controlling authority or clear error; prior analysis stands; reconsideration denied |
Key Cases Cited
- Applied Energetics, Inc. v. NewOak Capital Mkts., LLC, 645 F.3d 522 (2d Cir. 2011) (subsequent contract may supersede prior agreements under New York law)
- Daimler AG v. Bauman, 571 U.S. 117 (2014) (general personal jurisdiction requires corporation to be essentially "at home" in the forum)
- Shrader v. CSX Transp., Inc., 70 F.3d 255 (2d Cir. 1995) (standard for granting motions for reconsideration)
- Virgin Atl. Airways, Ltd. v. Nat'l Mediation Bd., 956 F.2d 1245 (2d Cir. 1992) (grounds justifying reconsideration: intervening law, new evidence, or clear error/manifest injustice)
- Primex Int'l Corp. v. Wal-Mart Stores, Inc., 89 N.Y.2d 594 (1997) (merger clause does not supersede prior agreement absent evidence the prior agreement conflicts with the later contract)