Green Earth Enterprise LLC v. Sana Benefits, Inc., 1:24-cv-01852

Plaintiff Green Earth Enterprise, LLC (a New York commercial printing company) entered into an ongoing contractual relationship beginning in 2020 with Defendant Sana Benefits, Inc. (a Delaware corporation with its principal place of business in Texas) to provide printing and mailing services.
Defendant is not registered to do business in New York and has no property or assets there.
The relationship included a multi-year period (2021-2023) of consistent service by Plaintiff, culminating in a 2023 agreement for Defendant to purchase and pay for 35,000 printed packages over one year.
In December 2023, after ordering only a fraction of the agreed packages, Defendant abruptly terminated the contract due to a downturn in its business.
Plaintiff filed suit for breach of contract in the Southern District of New York. Defendant moved to dismiss for lack of personal jurisdiction pursuant to Rule 12(b)(2).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction under NY long-arm law	Defendant purposefully availed itself of NY by reaching out, contracting, and benefiting from Plaintiff’s NY services	Lacks sufficient contacts; mere contract not enough; no physical NY presence	Jurisdiction exists—Defendant purposefully engaged in sustained business with a NY entity
Due Process (minimum contacts/fair play)	Defendant’s ongoing, intentional NY contacts suffice; suit arises from those contacts	Contacts insufficient; relevant contacts are only with Plaintiff, not NY itself	Due process satisfied—Defendant could reasonably foresee NY litigation
Relevance of contract negotiations and execution location	Negotiations, agreements, and administration related to NY services are sufficient	No meetings or negotiations occurred in NY; physical presence required	Physical presence not required—ongoing relationship and communications suffice
Reasonableness of exercising jurisdiction	NY has interest; Plaintiff’s claim arises directly from in-forum activities	Would be unreasonable to hale Defendant into NY court	Exercise of jurisdiction is reasonable

DiStefano v. Carozzi N. Am., Inc., 286 F.3d 81 (2d Cir. 2001) (plaintiff bears burden to show personal jurisdiction)
SPV Osus Ltd. v. UBS AG, 882 F.3d 333 (2d Cir. 2018) (plaintiff must make prima facie showing of jurisdiction at motion stage)
Porina v. Marward Shipping Co., Ltd., 521 F.3d 122 (2d Cir. 2008) (standard for assessing affidavits and pleadings at jurisdictional stage)
Sunward Elecs., Inc. v. McDonald, 362 F.3d 17 (2d Cir. 2004) (factors for assessing business transacted for NY long-arm jurisdiction)
Fischbarg v. Doucet, 9 N.Y.3d 375 (2007) (purposeful availment through sustained, systematic New York contacts)
Best Van Lines, Inc. v. Walker, 490 F.3d 239 (2d Cir. 2007) (distinguishing purposeful availment for long-arm and due process)
Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50 (2d Cir. 2012) (framework for personal jurisdiction and due process)
International Shoe Co. v. Washington, 326 U.S. 310 (1945) (establishing minimum contacts standard for due process)