In re M/V MSC Flaminia
107 F. Supp. 3d 313
S.D.N.Y.2015Background
- July 2012 fire/explosion aboard M/V MSC Flaminia; vessel owners/operators filed a Limitation Action and cross-claims alleging chemicals shipped by Stolt and BASF caused the loss.
- Stolt (Dutch and U.S. corporate plaintiffs) filed cross-claims against BASF SE (German parent) and BASF Corp. (U.S. subsidiary) asserting contribution, indemnification, and direct liability.
- Stolt alleged BASF SE purchased chemical from BASF Corp., that BASF SE has New York-related contacts (bank accounts, ADRs, sales), and that BASF Corp.’s New York activities can be imputed to BASF SE under an agency theory.
- BASF SE moved to dismiss for lack of personal jurisdiction (Rule 12(b)(2)), insufficient process (12(b)(4)), and improper service (12(b)(5)); court considered only the jurisdictional issue.
- Court analyzed general (all-purpose) jurisdiction under New York law and due process, and alternative jurisdiction under Federal Rule 4(k)(2); denied jurisdictional discovery and dismissed BASF SE for lack of personal jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NY courts have general jurisdiction over BASF SE under "doing business" test | BASF SE conducts substantial business connected to NY (accounts, sales, ADRs) so it is "doing business" in NY | BASF SE's NY contacts are minimal relative to worldwide operations and do not render it "at home" in NY | No general jurisdiction; contacts not sufficiently continuous/systematic to be "at home" |
| Whether BASF Corp.'s in-state contacts can be imputed to BASF SE under an agency/alter-ego theory | BASF Corp. is BASF SE's U.S. subsidiary; their close financial and contractual ties justify imputing BASF Corp.'s NY contacts to BASF SE | Imputing subsidiary contacts would not make the foreign parent "at home"; Daimler forecloses broad agency-based jurisdiction | No; agency theory insufficient to establish general jurisdiction over BASF SE |
| Whether BASF SE waived personal-jurisdiction defense by prior filings/appearances in Limitation Action | BASF SE previously filed pleadings and motions without raising jurisdictional defenses, and Basler (insurer) filed in BASF SE's name | BASF SE did not voluntarily submit: filings were by the subrogated insurer Basler and later formally substituted; delay alone does not show waiver | No waiver; insurer filings do not constitute BASF SE's appearance and delay does not indicate voluntary submission |
| Whether Rule 4(k)(2) provides jurisdiction (federal-question national contacts) | Limitation Action arises under admiralty federal law; 4(k)(2) could permit jurisdiction over BASF SE | Stolt did not certify that BASF SE is not subject to jurisdiction in any state and facts suggest other states (e.g., Louisiana) may have jurisdiction | 4(k)(2) not established; plaintiff failed to allege required elements, so jurisdiction under Rule 4(k)(2) denied |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (court must find a corporation "at home" in forum for general jurisdiction)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (general jurisdiction limited to corporations' places of incorporation or principal place of business)
- Sonera Holding B.V. v. Cukurova Holding A.S., 750 F.3d 221 (2d Cir. 2014) (post-Daimler guidance on jurisdiction and agency theories)
- Koehler v. Bank of Bermuda Ltd., 101 F.3d 863 (2d Cir. 1996) (plaintiff's burden to make prima facie showing of jurisdiction)
- Penguin Grp. (USA) Inc. v. American Buddha, 609 F.3d 30 (2d Cir. 2010) (court evaluates written submissions and construes allegations favorably for prima facie showing)
- Insurance Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694 (forum jurisdiction principles in international commercial disputes)
- Mattel, Inc. v. Barbie-Club.com, 310 F.3d 293 (2d Cir. 2002) (standards for assessing waiver and timeliness of jurisdictional defenses)