U.S. Bank Nat'l Ass'n v. Bank of Am. N.A., 916 F.3d 143

Background

In 2007 LaSalle (now merged into Bank of America) sold a portfolio of commercial mortgage loans to a trust for which U.S. Bank is trustee under an MLPA (with PSA). The MLPA contained Representation No. 8 (no title/use restrictions that materially impair payment or value) and contractual remedies requiring the seller to cure, repurchase, or substitute loans if a breach were timely reported.
One loan secured by a commercial property on an Indiana hospital campus defaulted after tenant loss; the property’s deed contained a use restriction and a hospital right of first refusal that allegedly caused the default.
The Trust notified Bank of America in October 2013 of a breach of Representation No. 8; Bank of America did not cure or repurchase. U.S. Bank sued in the Southern District of Indiana on Sept. 12, 2014 for breach of contract.
The Indiana court ruled it lacked personal jurisdiction over Bank of America and transferred the case to the Southern District of New York under 28 U.S.C. § 1631 (transfer for want of jurisdiction). New York denied retransfer and granted judgment on the pleadings, holding the claim time‑barred under New York’s six‑year statute of limitations.
On appeal the Second Circuit held (1) Indiana did have specific personal jurisdiction over Bank of America based on the MLPA obligations relating to Indiana property; (2) it affirmed denial of retransfer but treated the original transfer as a valid transfer under 28 U.S.C. § 1404(a) (convenience/interest of justice) rather than § 1631; and (3) it vacated the New York judgment applying New York limitations law and remanded for adjudication under Indiana choice‑of‑law rules.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Indiana had specific personal jurisdiction over Bank of America	Bank of America undertook contractually‑defined obligations (to cure, repurchase or substitute loans) directed at Indiana property; this created purposeful contacts and the claim arises from those contacts	Bank of America lacked Indiana contacts because the MLPA/PSA were negotiated/executed in New York and LaSalle’s New York activities cannot subject successor Bank of America to Indiana jurisdiction	Court held Indiana had specific jurisdiction: obligations in the MLPA related to Indiana property purposefully directed conduct to Indiana and the claim arose from those contacts
Whether the Indiana court lawfully transferred the case under 28 U.S.C. § 1631	Transfer under § 1631 was improper because Indiana had jurisdiction; case should be retransferred to Indiana	Transfer was authorized because Indiana thought it lacked jurisdiction; retransfer would risk transfer/retransfer ping‑pong	Court affirmed denial of retransfer but treated the original transfer as one under § 1404(a) (convenience/interest of justice) rather than § 1631
Whether the New York court properly applied New York law and dismissed as time‑barred	If properly viewed as a § 1404(a) transfer from a transferor with jurisdiction, Indiana choice‑of‑law rules apply and New York limitations law should not govern	Transferee court applied § 1631 logic and New York law; suit was time‑barred under New York six‑year rule	Court vacated New York judgment and remanded for the statute‑of‑limitations and choice‑of‑law analysis under Indiana rules (as appropriate for a § 1404(a) transfer)
Whether successor‑by‑merger status prevents imputing predecessor’s jurisdictional contacts	Plaintiff: successor by merger inherits predecessor’s liabilities and jurisdictional contacts for specific‑jurisdiction purposes	Defendant (and concurrence doubts): successor liability does not automatically import predecessor’s jurisdictional contacts; contacts here occurred in New York	Majority: issue forfeited by Bank of America; observed that merger‑based successor liability generally supports imputing predecessor contacts; concurrence would leave the question to district court on remand

Key Cases Cited

International Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts test for due process)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum contacts via contract: prior negotiations, contemplated future consequences, course of dealing)
Walden v. Fiore, 571 U.S. 277 (defendant’s own forum contacts required; plaintiff’s forum ties insufficient)
Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (limits on general jurisdiction)
Asahi Metal Indus. Co. v. Superior Court, 480 U.S. 102 (reasonableness factors in jurisdiction analysis)
World‑Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (foreseeability and burden on defendant)
Van Dusen v. Barrack, 376 U.S. 612 (choice‑of‑law effect of § 1404(a) transfers)
Christianson v. Colt Indus. Operating Corp., 486 U.S. 800 (harm of jurisdictional/transfer ping‑pong)
Licci v. Lebanese Canadian Bank, SAL, 732 F.3d 161 (effects‑in‑forum insufficient without purposeful targeting)