Marnavi S.p.A. v. Keehan, 900 F. Supp. 2d 377

Plaintiff Marnavi S.p.A. sues for declaratory relief and to domesticate a London arbitration award against APS, asserting alter ego, de facto merger, and successor liability theories (Claims I–III) and asserting fiduciary duty, waste, and fraudulent transfer harms (Claims IV–V).
Defendants include APS, APC LLC/Ltd, GATT, and Keehan spouses (Donald J. and Arlene) with various officer/director roles; Keehans’ family members hold multiple positions across entities.
Ohio receivership proceedings (2002–2004) led to a sale of APS assets to APC and a purchase of APS intangibles by Keehans; Bank One was a secured creditor.
Marnavi sought to enforce the London arbitration award in this suit; the arbitration involved 1997–2005 proceedings alleging defects in Siloxirane coating on the Joran, with final award in 2005; the related Ohio proceedings affected corporate assets.
The court granted the Keehans’ Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, denied their summary judgment motion as moot, and granted APC’s summary judgment on the merits (including statute of limitations and successor/liability defenses).
The court concluded the instant action is a new, untimely suit rather than a continuation of the arbitration, and held APS was dissolved in 2004 for purposes of Delaware law; discovery did not establish personal jurisdiction over the Keehans; APC was entitled to summary judgment on successor liability and fraudulent conveyance claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Delaware director-consent statute supports personal jurisdiction over Keehans.	Keehans’ acts as APS directors justify §3114 jurisdiction.	APS dissolution forecloses §3114 jurisdiction; §278 limits continued suits.	No personal jurisdiction under §3114.
Whether Delaware long-arm statute supports specific jurisdiction over Keehans.	Keehans’ Delaware acts caused injury in Delaware.	No Delaware acts integral to alleged wrongdoing.	No specific jurisdiction under §3104(c).
Whether Plaintiffs claims are time-barred by statute of limitations.	Claims timely under tolling/discovery rules.	Claims accrued by 2004–2005; inquiry notice in 2004; untimely.	Yes; Keehans entitled to summary judgment on limitations.
Whether collateral attack on Ohio judgment bars claims in this action.	Ohio judgment should be reviewed; asserts missteps.	Collateral attack not permitted; judgment valid.	Collateral attack would bar, if jurisdiction existed.
Whether APC is successor to APS via de facto merger, mere continuation, or alter ego.	APC is APS’s successor; alter ego theories apply.	No de facto merger, no mere continuation, no alter ego.	APC entitled to summary judgment; no successor liability.

City Investing Co. Liquidating Trust v. Cont’l Cas. Co., 624 A.2d 1191 (Del. 1993) (collateral attacks and continuation principles under Delaware law)
O’Connor v. Sandy Lane Hotel Co., Ltd., 496 F.3d 312 (3d Cir. 2007) (prima facie personal jurisdiction standard; inquiry into contacts)