265 F. Supp. 3d 301
W.D.N.Y.2017Background
- Wilderness USA (NY corp) performed vegetation-management subcontract work under a Georgia DOT contract; Mercier assigned its obligations to DeAngelo Brothers (PA LLC) by an Assignment/Assumption agreement.
- Plaintiff alleges DeAngelo interfered and purported to terminate the subcontract to take over the GDOT work, prompting this suit for declaratory and injunctive relief (and damages) in NY state court.
- DeAngelo removed to federal court based on diversity and moved to dismiss for lack of personal jurisdiction and improper venue.
- Plaintiff relied solely on DeAngelo’s registration to do business in New York (designation of NY Secretary of State as agent) to argue New York courts have general jurisdiction (consent-by-registration).
- The court held Daimler and related precedent limit general jurisdiction to a defendant’s place of incorporation or principal place of business (or truly exceptional cases), and concluded New York’s registration statute does not provide the clear consent required post-Daimler.
- Court granted DeAngelo’s motion and dismissed the complaint without prejudice; the NY state TRO was vacated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court has general personal jurisdiction over DeAngelo | Registration to do business in NY and designation of NY Sec. of State as agent constitutes consent to general jurisdiction | Daimler and subsequent authority make registration alone insufficient; DeAngelo is not incorporated or principally based in NY | Held: No general jurisdiction — registration alone does not permit general jurisdiction post-Daimler; dismissal granted |
| Whether DeAngelo is "essentially at home" in NY | Plaintiff alleged repeated NY contracts and revenue from NY work support "at home" status | DeAngelo is a Pennsylvania LLC, not incorporated or headquartered in NY; NY work is limited and not ongoing | Held: Not "essentially at home"; Daimler paradigm controls; no general jurisdiction |
| Whether pre-Daimler cases (consent-by-registration) control | Plaintiff relied on long-standing NY precedent (Bagdon, Neirbo, etc.) interpreting registration as consent | Defendant argued those decisions were superseded by International Shoe progeny and Daimler; Brown (2d Cir.) supports that shift | Held: Pre-Daimler cases are outmoded; Brown and Daimler foreclose consent-by-registration absent clear statutory consent or state-court reinterpretation |
| Whether to transfer venue to Georgia under §1404(a) if jurisdiction lacking | Plaintiff opposed transfer but did not affirmatively seek transfer if court lacked jurisdiction | DeAngelo asked in the alternative to transfer to Georgia for convenience | Held: Court dismissed for lack of personal jurisdiction and declined to exercise discretion to transfer the case to Georgia |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (clarifies "essentially at home" standard for general jurisdiction)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (limits general jurisdiction to forum where corporation is at home)
- Int'l Shoe Co. v. Washington, 326 U.S. 310 (minimum contacts test for personal jurisdiction)
- Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir.) (interprets Daimler to reject consent-by-registration absent clear statutory consent)
- Pennoyer v. Neff, 95 U.S. 714 (historical territorial basis for jurisdiction; contrasted with modern doctrine)
- Neirbo Co. v. Bethlehem Shipbuilding Corp., 308 U.S. 165 (pre-International Shoe case upholding registration-based consent)
- Pennsylvania Fire Ins. Co. v. Gold Issue Min. & Mill. Co., 243 U.S. 93 (early case supporting consent-by-registration)
- Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 (example of an "exceptional case" where corporation was effectively at home outside its charter state)