Integrity International, Inc. v. HP, Inc., 1:17-cv-00794

Plaintiff Integrity International, a Texas corporation based in Houston, provided services to Compaq/HP under written contracts from 1994; disputes arose after defendants allegedly began late payment practices around 2010.
Integrity asserts defendants changed payment terms in 2011, continued late payments, forced audits (costing Integrity over $100,000), canceled or failed to renew contracts, and by mid-2016 had terminated all work, leaving unpaid late fees.
Plaintiff sued HP, Inc. and Hewlett Packard Enterprise (both Delaware corporations) in the Northern District of New York for breach of contract; the contract pleads a mandatory forum-selection clause referring to "the ordinary courts of New York."
Defendants moved under Fed. R. Civ. P. 12(b)(2) and 12(b)(3) to dismiss for lack of personal jurisdiction and improper venue (and alternatively sought transfer under 28 U.S.C. § 1406(a) to the Southern District of Texas, Houston Division).
Plaintiff filed a one-paragraph letter stating it did not oppose dismissal of its complaint (but reserved objections); it did not meaningfully oppose defendants’ jurisdictional and venue arguments.
The court found the complaint contained no factual allegations tying the conduct underlying the claims to New York, concluded the forum-selection clause as pleaded referred only to state courts, and dismissed the complaint for lack of personal jurisdiction and improper venue; it declined to transfer under § 1406(a).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction	Integrity relied on forum-selection clause and pleaded defendants do business in NY	No sufficient contacts with NY; lack of conduct giving rise to suit in NY	Dismissed for lack of personal jurisdiction — complaint lacks prima facie basis for jurisdiction
Venue (forum-selection clause)	Clause requires litigation in "the ordinary courts of New York" — supports venue in this federal forum	Clause is a reference to state-court sovereignty and does not establish federal venue; venue improper under § 1391(b)	Dismissed for improper venue; clause as pleaded does not create federal venue
Transfer under 28 U.S.C. § 1406(a)	Plaintiff did not oppose dismissal; suggested New York forum clause might apply	Defendants asked transfer to SDTX (Houston) as proper forum and more convenient	Transfer denied as not clearly in interest of justice; court exercised caution given plaintiff's terse position and chose dismissal instead of transfer
Effect of plaintiff’s failure to contest	Plaintiff’s sparse submission asked dismissal but reserved objections	Defendants argued waiver of forum clause and sought transfer, not dismissal	Court treated plaintiff’s failure to meaningfully oppose as supporting dismissal; declined to find waiver and dismissed case

Daimler AG v. Bauman, 134 S. Ct. 746 (U.S. 2014) (distinguishes general and specific personal jurisdiction standards)
Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir. 2016) (discusses specific vs. general jurisdiction and forum-state law for jurisdictional questions)
International Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (due process limits on personal jurisdiction)
Gulf Insurance Co. v. Glasbrenner, 417 F.3d 353 (2d Cir. 2005) (venue/jurisdiction motion standard and comparison to Rule 12(b)(3))
Metro. Life Ins. Co. v. Robertson–Ceco Corp., 84 F.3d 560 (2d Cir. 1996) (plaintiff bears burden to show jurisdiction on Rule 12(b)(2) motion)
Dorchester Financial Securities, Inc. v. Banco BRJ, S.A., 722 F.3d 81 (2d Cir. 2013) (court may consider materials beyond the pleadings on jurisdictional motions)
Minnette v. Time Warner, 997 F.2d 1023 (2d Cir. 1993) (dismissal vs. transfer under § 1406(a) is within court's discretion)
Gibbons v. Fronton, 661 F. Supp. 2d 429 (S.D.N.Y. 2009) (factors for whether transfer under § 1406(a) is in interest of justice)
Leviton Mfg. Co., Inc. v. Reeve, 942 F. Supp. 2d 244 (E.D.N.Y. 2013) (forum-selection clauses can constitute consent to personal jurisdiction)