Berkshire Capital Group, LLC v. Palmet Ventures, LLC
Berkshire Capital Group, LLC v. Palmet Ventures, LLC
Opinion of the Court
SUMMARY ORDER
Plaintiffs-Appellants (collectively, “Berkshire”) appeal from a September 24, 2007, 2007 WL 2757116, judgment of the United States District Court for the Southern District of New York (Crotty, J.), dismissing Plaintiffs’ complaint under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction over Defendants-Appellees (collectively, “Palmet”). On appeal, Berkshire contends that the district court erred in not exercising jurisdiction pursuant to N.Y. C.P.L.R. 302(a)(1). We assume the parties’ familiarity with the facts, the procedural context, and the specification of appellate issues.
N.Y. C.P.L.R. 302(a)(1) provides for jurisdiction over a foreign entity that “transacts any business within the state.” We have held that whether a defendant transacts business in New York should be determined based on “the totality of the circumstances,” including whether the defendant has an ongoing contractual relationship with a New York entity, whether the contract was negotiated or executed in New York, whether the defendant visited New York in connection with the contract, and whether the contract is to be governed by New York law under a choice of law clause. See Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 22-23 (2d Cir. 2004) (internal quotation omitted). Berkshire points to the parties’ contract, which provides that it “shall be deemed to have been made in, and shall be subject to and construed in accordance with, the internal laws of the State of New York.” However, “[wjhile place of contract may be a factor to be considered in determining whether the claim arose from a transaction of business within New York State, it is insufficient to confer jurisdiction.” See Aero-Bocker Knitting Mills, Inc. v. Allied Fabrics Corp., 54 A.D.2d 647, 648, 387 N.Y.S.2d 635 (1st Dep’t 1976); see also McGowan v. Smith, 72 A.D.2d 75, 79, 423 N.Y.S.2d 90 (4th Dep’t 1979). Indeed, both this Court and the New York Court of Appeals have held that the execution of a contract in New York, by itself, is inadequate to sustain jurisdiction. See, e.g., Galgay v. Bulletin Co., 504 F.2d 1062, 1065-66 (2d Cir. 1974); Presidential Realty Corp. v. Michael Square West, Ltd., 44 N.Y.2d 672, 673-74, 405 N.Y.S.2d 37, 376 N.E.2d 198 (1978).
Accordingly, for the reasons set forth above, the judgment of the district court is AFFIRMED.
Reference
- Full Case Name
- BERKSHIRE CAPITAL GROUP, LLC and Richfield Hospitality, Inc. v. PALMET VENTURES, LLC, Michael Moyer and Chicago Title & Land Trust Company
- Cited By
- 8 cases
- Status
- Published