Williams v. Preeminent Protective Services, Inc., 81 F. Supp. 3d 265

Background

Christie Williams, a Brooklyn resident, worked remotely from New York for Preeminent Protective Services, a Maryland corporation with its principal place of business in D.C.; Preeminent's CEO is Lurline Bell.
In mid-2013 Bell orally agreed that Williams would perform marketing/communications and business development work for commissions (no written agreement).
Williams performed most duties from her Brooklyn home, used company devices, coordinated communications, and procured contracts for Preeminent.
On January 16, 2014 Williams emailed Bell about commissions; six days later Preeminent terminated her. Some but not all commissions were unpaid.
Williams sued in the Southern District of New York under diversity jurisdiction alleging unpaid wages, retaliation under New York Labor Law, and unjust enrichment; defendants moved to dismiss for lack of personal jurisdiction and improper venue.
The court denied the motion, finding specific jurisdiction and proper venue in New York but declining to find general jurisdiction over defendants.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether court has general personal jurisdiction over Preeminent or Bell	Preeminent and Bell’s ongoing business contacts with Williams and a NY client render them "doing business" in NY	Contacts are insufficient to render defendants "at home" in NY (mostly D.C./MD-based)	Denied: no general jurisdiction — contacts not "exceptional" under Daimler
Whether court has specific personal jurisdiction under N.Y. C.P.L.R. § 302(a)(1)	Hiring and supervising Williams in NY, paying commissions, and continuing communications amount to transacting business and purposeful availment in NY	An employee’s home-based work shouldn’t establish jurisdiction; Bell acted only in corporate capacity (fiduciary shield)	Granted: prima facie showing of transacting business, purposefulness, and substantial relationship; fiduciary shield not a bar under NY law
Whether exercising jurisdiction comports with Due Process	Williams argued defendants established minimum contacts and litigation in NY is reasonable given plaintiff’s residence and forum interest	Defendants argued burden and lack of ties to NY make jurisdiction unreasonable	Granted: minimum contacts satisfied; Asahi reasonableness factors do not render jurisdiction unfair
Whether venue is proper in SDNY under 28 U.S.C. § 1391(b)(2)	Agreement formed, work performed, and email leading to termination all occurred in Brooklyn	Venue improper because defendants are located elsewhere	Granted: substantial part of events (formation, performance, termination) occurred in the Southern District of New York

Key Cases Cited

CutCo Indus., Inc. v. Naughton, 806 F.2d 361 (2d Cir. 1986) (plaintiff bears burden to make prima facie showing of jurisdiction on pretrial submissions)
Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 305 F.3d 120 (2d Cir. 2002) (diversity actions permit exercise of state-law personal jurisdiction subject to due process)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (contacts creating continuing relationships support jurisdiction and purposeful availment analysis)
Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460 (N.Y. 1988) (standards for N.Y. long-arm §302(a)(1) and rejection of fiduciary shield doctrine)
Fischbarg v. Doucet, 9 N.Y.3d 375 (N.Y. 2007) (quality of contacts controls whether a defendant transacted business in NY)
Chloé v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158 (2d Cir. 2010) (specific jurisdiction requires claim to arise out of defendant’s forum contacts)
Asahi Metal Indus. Co. v. Superior Court, 480 U.S. 102 (U.S. 1987) (reasonableness factors for due process analysis)
Daimler AG v. Bauman, 571 U.S. 117 (U.S. 2014) (general jurisdiction limited to forum where corporation is essentially at home)
Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (U.S. 2011) (general jurisdiction standard for corporations)