163 A.D.3d 1495
N.Y. App. Div.2018Background
- Plaintiffs (BRG Corp. and Tamoutselis) sued to recover costs of remediating environmental contamination to property in Rochester, alleging contamination caused in the 1960s–1970s by defendants or their predecessors.
- Valero Energy Corporation (defendant) is a foreign corporation with no present contacts in New York.
- Plaintiffs alleged Valero is the successor in interest to a company that was subject to personal jurisdiction in New York and therefore sought to hale Valero into court.
- Valero moved to dismiss the second amended complaint for lack of personal jurisdiction under CPLR 3211(a)(8).
- Supreme Court (Monroe County) denied Valero’s motion, reasoning that successor status to a predecessor subject to New York jurisdiction sufficed to establish jurisdiction over Valero for the predecessor’s alleged torts.
- The Appellate Division reversed, holding that successor liability principles address tort liability, not the antecedent question of in personam jurisdiction over a successor corporation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether successor liability to a predecessor that was subject to New York jurisdiction can itself confer personal jurisdiction over the successor | Valero, as successor, inherits jurisdictional exposure because predecessor was subject to NY jurisdiction for the alleged torts | Successor liability governs substantive tort liability but does not create personal jurisdiction where the successor lacks New York contacts | Court held successor status does not itself confer personal jurisdiction; dismissal for lack of jurisdiction affirmed |
Key Cases Cited
- Semenetz v. Sherling & Walden, Inc., 21 A.D.3d 1138 (3d Dep’t 2005) (successor liability concerns tort liability and does not confer personal jurisdiction over the successor)
- Semenetz v. Sherling & Walden, Inc., 7 N.Y.3d 194 (2006) (affirming aspects of lower court’s analysis on related issues)
- Patin v. Thoroughbred Power Boats, Inc., 294 F.3d 640 (5th Cir. 2002) (discussing limits of successor-based jurisdictional theories)
- Williams v. Bowman Livestock Equip. Co., 927 F.2d 1128 (10th Cir. 1991) (examining successor liability separate from jurisdiction)
- City of Richmond v. Madison Mgt. Group, Inc., 918 F.2d 438 (4th Cir. 1990) (analyzing forum jurisdiction in corporate succession contexts)