On September 3, 2024, Justice Cohen of the New York County Commercial Division issued a decision in Amelia Mar. Group Ltd. v. Integr8 Fuels Am. LLC, 2024 NY Slip Op. 33075(U), holding that registration to do business in New York does not automatically submit a defendant to personal jurisdiction in New York, explaining:
The party opposing a motion to dismiss based on personal jurisdiction need not establish that there is personal jurisdiction. Rather, it need only make a sufficient start in demonstrating, prima facie, the existence of personal jurisdiction, since facts relevant to this determination are frequently in the exclusive control of the opposing party and will only be uncovered during discovery.
There are two types of personal jurisdiction which the courts can assert over a defendant: general jurisdiction and specific conduct-linked jurisdiction. Here, Plaintiff argues that the Court has general jurisdiction over Integr8 America. It also appears that Plaintiff is asserting personal jurisdiction over Integr8 Fuels via its purported alter ego relationship with Integr8 America.Courts may exercise general jurisdiction over a foreign corporate defendant either in the forum where the corporation is incorporated or has its principal place of business, or in an exceptional case where the corporation’s ties with the forum are so constant and pervasive as to render it essentially home in the forum State.
Defendant asserts, through the affidavit of Johnathan Keats (Manager oflntergr8 America and Director and Secretary of Intergr8 Fuel) that Integr8 America is a Delaware limited liability company and that Integr8 Fuels is registered in the Marshall Islands, and that both entities have different parent companies. Mr. Keats further submits that Integr8 America has three trading offices in the United States – Houston (which currently has five employees), New York (which currently has a single employee) and Orlando (which currently does not have any employees). According to Mr. Keats, the main locations in which marine fuel oil deals are identified and brokered are Singapore, the United Arab Emirates and Europe, and as it relates to three Integr8 America trading offices, the New York office accounted for only 7.8% of all trades by value in Integr8’s fiscal year 2022/2023 (ending 31 March 2023) and 0.77% of all trades by value in Integr8’s fiscal year 2023/2024 (ending 31 March 2024) (Keats Aff iJl 1, 13). There is no indication in the record that either Integr8 America or Integr8 Fuels is incorporated or has its principal place of business in New York.
In response, Plaintiff argues that Integr8 America is subject to general jurisdiction because Integr8 America is authorized to do business in New York and appointed the Secretary of State as its registered agent to accept service on its behalf. However, the Court of Appeals has made clear that a foreign corporation’s registration to do business and designation of an agent for service of process in New York does not constitute consent to general jurisdiction under the Business Corporation Law’s plain terms.
Plaintiff’s reliance on the U.S. Supreme Court’s recent decision in Mallory v Norfolk S. Ry. (600 US 122, 133 [2023]), is misplaced. The Court in that case found that when a state (there, Pennsylvania) enacts a statute that permits a foreign corporation to register to do business on the condition that it consents to jurisdiction based on such registration, such consent is sufficient to meet the due process requirement of personal jurisdiction. That case is inapplicable here because New York’s Business Corporation Law’s statutes do not contain any language mandating consent to jurisdiction in New York courts as a condition for conducting business in the State.
In sum, Plaintiffs argument that authorization to do business in New York is sufficient for jurisdictional purposes fails. And while Mr. Keat’ s affidavit does confirm that Intregr8 America does transact some business in the State, there are no allegations suggesting that such business is so constant and pervasive as to render Integr8 America essentially home in the forum State. Plaintiff has failed to make a sufficient start to demonstrate a basis for general jurisdiction over Integr8 America. Accordingly, since Plaintiff had not demonstrated general jurisdiction over Integr8 America, Plaintiffs apparent argument that Integr8 Fuel is subject to personal jurisdiction as an alter ego of Integr8 America likewise fails.
(Internal quotations and citations omitted).