Suber v. VVP Services, LLC, 1:20-cv-08177-AJN-SN

Background

Plaintiff Karen Suber, a New York–based transactional attorney, was recruited through a New York placement firm and accepted an in‑house counsel position with VVP Services (a Florida company), relocating to California and working from defendants’ California offices.
Defendants include Vision Venture Partners and VVP Services (Florida entities), Amit Raizada and Stratton Sclavos (California individuals and officers), and related entities alleged to be alter egos; Vision Esports (non‑party) was the vehicle for solicited investments.
Plaintiff alleges she was induced to accept employment by misrepresentations (including a promised equity plan), assisted with work including solicitation of investments from New York investors (e.g., the Yankees), discovered misconduct, resigned in January 2018, and never received the promised equity.
Plaintiff’s Second Amended Complaint asserts claims for fraudulent inducement, misrepresentation, breach of contract, promissory estoppel, wrongful constructive discharge, defamation, civil conspiracy, unfair business practices, and § 1981 racial discrimination.
Defendants moved to dismiss for lack of personal jurisdiction under Fed. R. Civ. P. 12(b)(2) and for failure to state a claim; the Court granted dismissal for lack of personal jurisdiction (without prejudice) and granted sealing requests; plaintiff’s motion to strike was denied.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether § 302(a)(1) covers recruitment activity (hiring recruiter, phone interviews, brief remote work)	Recruitment through NY recruiter and contacts with Suber constitute transacting business in NY	Recruitment related to a CA job and limited NY contacts are not a NY transaction	Held: Recruitment did not transact business in NY under § 302(a)(1)
Whether § 302(a)(1) covers investment solicitation in NY (Yankees and other NY investors)	Sclavos and Raizada solicited NY investors on behalf of Vision Esports, amounting to transacting business in NY	Defendants deny purposeful availment and deny agent relationships	Held: Sclavos and Raizada’s solicitation constituted transacting business in NY, but plaintiff’s claims do not arise from that activity
Whether § 302(a)(2)–(3) provide jurisdiction for alleged torts (torts in NY or torts outside causing NY injury + revenue requirements)	Torts connected to NY solicitations and harms to NY persons justify jurisdiction	No defendant committed torts physically in NY; revenue from securities sales is not the ‘‘substantial revenue from goods/services’’ required by § 302(a)(3)	Held: § 302(a)(2) inapplicable (no physical presence); § 302(a)(3) inapplicable (capital raised ≠ revenue for § 302 purposes)
Whether conspiracy or agency theories bind entity defendants and whether wrongful termination can be asserted against individual solicitors	Entities participated in conspiracy/controlled solicitors; wrongful discharge arises from solicitation‑related assignments	Conspiracy allegations are conclusory; wrongful discharge is a tort only against employer (VVP Services) not non‑employer individuals	Held: Conspiracy theory insufficient to impute NY contacts to entities; wrongful discharge cannot be asserted against individual solicitors

Key Cases Cited

DiStefano v. Carozzi N. Am., Inc., 286 F.3d 81 (2d Cir. 2001) (plaintiff must make prima facie showing of personal jurisdiction)
CutCo Indus., Inc. v. Naughton, 806 F.2d 361 (2d Cir. 1986) (agent standard; resolve factual disputes in plaintiff's favor at motion stage)
Sole Resort, S.A. de C.V. v. Allure Resorts Mgmt., LLC, 450 F.3d 100 (2d Cir. 2006) (claim must arise out of defendant's New York business transaction)
Best Van Lines, Inc. v. Walker, 490 F.3d 239 (2d Cir. 2007) (purposeful availment and quality of contacts govern § 302(a)(1))
Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50 (2d Cir. 2012) (not all purposeful contacts constitute transacting business)
Fischbarg v. Doucet, 880 N.E.2d 22 (N.Y. 2007) (soliciting legal services from NY attorney can, in some circumstances, be transacting business)
Ehrenfeld v. Bin Mahfouz, 881 N.E.2d 830 (N.Y. 2007) (defendant must seek to consummate a NY transaction or invoke NY laws)
Bensusan Rest. Corp. v. King, 126 F.3d 25 (2d Cir. 1997) (§ 302(a)(2) requires physical presence in New York to commit the tort)
Miklosy v. Regents of Univ. of California, 188 P.3d 629 (Cal. 2008) (wrongful discharge in violation of public policy is actionable only against an employer)
Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110 (2d Cir. 2006) (public‑access presumption for judicial documents)