On February 6, 2024, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Libertas Funding, LLC v. Travelland RV, Inc., 2024 NY Slip Op. 30415(U), holding that the Business Corporations Law does not bar a suit by a non-resident against a foreign LLC in New York, explaining:
The defendants argue that notwithstanding the forum selection clause, pursuant to Business Corporation Law § 1314(b) for such basis for jurisdiction exists. That statute states that a nonresident may not maintain an action against a foreign corporation. The statute does enumerate five· exceptions, namely (1) the action is brought to recover damages arising from the breach of a contract made or to be performed in New York; (2) the subject matter of the litigation is within New York; (3) the cause of action arose within New York; (4) the non-domiciliary would be subject to personal jurisdiction under CPLR §302; and (5) the defendant is a foreign entity doing business or authorized to do business in New York. The defendants assert that none of the exceptions apply and that consequently no subject matter jurisdiction has been conferred
The plaintiff counters that Business Corporation Law § 1314{b) cannot bar the action because the plaintiff is a limited liability company and not a corporation. It is true that Business Corporation Law § 1314(b) only applies to corporations and not limited liability companies. Thus, Business Corporation Law § 1314(b) cannot be valid grounds upon which to object to jurisdiction.
(Internal quotations and citations omitted).