Amelia Mar. Group Ltd. v. Integr8 Fuels Am. LLC

2024 NY Slip Op 33075(U)

• Court: New York Supreme Court, New York County
• Decided: September 3, 2024
• Docket: Index No. 152882/2024
• Status: Unpublished

Opinion

Amelia Mar. Group Ltd. v Integr8 Fuels Am. LLC 2024 NY Slip Op 33075(U) September 3, 2024 Supreme Court, New York County Docket Number: Index No. 152882/2024 Judge: Joel M. Cohen Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. INDEX NO. 152882/2024 NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 09/03/2024

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION PART 03M ----------------------------------------------------------------------------------- X

AMELIA MARITIME GROUP LTD., INDEX NO. 152882/2024

Plaintiff, MOTION DATE 05/31/2024 - V - MOTION SEQ. NO. 001 INTEGR8 FUELS AMERICA LLC, INTEGR8 FUELS INC.

Defendants. DECISION+ ORDER ON MOTION ----------------------------------------------------------------------------------- X

HON. JOEL M. COHEN:

The following e-filed documents, listed by NYSCEF document number (Motion 001) 7, 8, 9, 10, 11, 12, 13, 16, 17, 18 were read on this motion to DISMISS

In this action, Plaintiff Amelia Maritime Group Ltd. ("Amelia" or "Plaintiff') seeks

recovery for damages arising from the allegedly wrongful arrest of its motor vessel, AUZONIA,

in the UAE. Defendants Integr8 Fuels America LLC ("Integr8 America") and Integr8 Fuels Inc.

("Integr8 Fuels") (collectively, "Defendants") move to dismiss the Complaint filed by Plaintiff

pursuant to CPLR §§3211 (a)(7) and (a)(8) and CPLR §327 for failure to state a claim, lack of

personal jurisdiction, and on the grounds offorum non conveniens. For the following reasons,

Defendants' motion is granted.

BACKGROUND

Plaintiff commenced this action by filing a Summons and Complaint on March 28, 2024

(NYSCEF 1 ["Compl.]) seeking relief on its claims for (1) "judgment piercing the veil"

declaring Integr8 America jointly and/or severally liable for damages purportedly owed by

Integr8 Fuels to Amelia; (2) tortious interference; and (3) conversion.

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According to the Complaint, Amelia is a foreign corporation organized and existing

under the laws of the Republic of Liberia (id. i11). Plaintiff alleges that upon information and

belief, Integr8 America is a company duly registered to do business in the state of New York

with offices at 230 Park Ave., 4th Fl., Ste 435, New York, NY 10169, and that Integr8 Fuels is a

company duly registered under the laws of the Marshall Islands, and upon information and

belief, with offices located at the same address as Integr8 America in New York (id. ,i,i2, 3).

As relevant here, on November 28, 2021, Integr8 Fuels arrested the vessel in question

(the "Vessel") in Rotterdam to recover on its claim regarding an unpaid shipment of marine fuel

oil pursuant to a contract between Integr8 Fuels and the Vessel's prior owner, Harmony

Innovation Shipping Ltd. ("Harmony") (id. ,i,i6, 16). According to the Complaint, the Court in

Rotterdam ruled the arrest was wrongful under US law and Integr8 was found liable to reimburse

Amelia for its legal fees incurred in defending the arrest (id. iJl 7).

On November 19, 2022, Integr8 Fuels again arrested the Vessel in the United Arab

Emirates (UAE) while the Vessel was undergoing repairs (id. iJl 8). Plaintiff alleges that the

arrest caused the shipyard to stop working on repairs to the Vessel, resulting in a delay in getting

the Vessel back to work, and caused further losses to Amelia in the form of loss of hire and fuel

consumed while the Vessel was under arrest (id. iJiJ19, 20). To release the Vessel in a timely

manner so repairs could continue, Amelia was forced to post cash security in the sum of US

$209,410 (id. iJ21).

On November 25, 2022, Integr8 Fuels demanded arbitration in New York against Amelia

claiming that Amelia was responsible to pay for the disputed marine fuel oil (id. iJ23). 1 On

1 According to the Complaint, the contract between Harmony and Integr8 Fuels provides for application of "the federal maritime law of the United States or, should no such law exist on any

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December 5, 2022, Amelia filed a petition in the U.S. District Court for the Southern District of

New York seeking injunctive relief to enjoin the arbitration and further seeking a declaratory

judgment that Integr8 Fuels had no in personam claim against Amelia (id. ,J24). The case was

dismissed on March 31, 2023, with Integr8 Fuels stipulating that it would not demand arbitration

against Amelia in the future or maintain that there is an agreement to arbitrate between Amelia

and Integr8 Fuels (id. ,J26). In December 2023, the UAE Supreme Court dismissed Integr8

Fuels' claim as against Amelia (id. ,J27).

Amelia alleges that as a result oflntegr8 Fuel's wrongful arrest of the vessel in the UAE,

Amelia has incurred damages in the amount of US $983,966.00 (id. ,J28).

DISCUSSION

"[T]he 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" (Matter of James v iFinex, Inc., 185 AD3d 22, 30 [1st Dept 2020]).

There are two types of personal jurisdiction which the courts can assert over a defendant:

general jurisdiction and specific conduct-linked jurisdiction (see Daimler AG v Bauman, 571 US

117, 122 [2014]; Qudsi v Larios, 173 AD3d 920, 922 [2d Dept 2019]). 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.

particular issue, the laws of the State of New York", and arbitration in the City of New York (Compl. ,J7).

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A. General Jurisdiction

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" (Daimler, 571 US at 122).

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 (NYSCEF 8 ["Keats Aff'] iJ6-9). 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) (Keats AffiJ8). 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

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for service of process in New York does not constitute consent to general jurisdiction under the

Business Corporation Law's plain terms" (Aybar v Aybar, 37 NY3d 274,283 [2021]).

Plaintiffs 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 (Amelius v Grand Imperial LLC, 57 Misc 3d 835, 852 [Sup Ct, NY County 2017]; see

Practice Commentaries, CPLR 301 :8 [McKinney's 2023] ["In light of Aybar, the only way New

York can take advantage of Mallory is if the Legislature adopts, and the Governor signs, a bill

that explicitly says something along the following lines: a corporation's obtaining of

authorization to do business in New York 'constitutes consent to the jurisdiction of the courts of

this state for all actions against such corporation"']); Pace v Cirrus Design Corp., 93 F 4th 879,

899 [5th Cir 2024] ["Mallory analyzes what a state may require; we still must examine the state

law to find what it does require"]; Tyco Fire Prods. LP v AIU Ins. Co. 2023 US Dist LEXIS

186237, at *25 [DSC 2023] ["[T]he Supreme Court's ruling in Mallory is limited to the situation

where a state's business registration statute provides that a foreign corporation must consent to

personal jurisdiction within the state as a condition of doing business"]).

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

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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.

B. Specific Jurisdiction

It does not appear that Plaintiff has made any specific jurisdiction arguments, but even if

Plaintiff had, the required New York nexus is still not present (Walden v Fiore, 571 US 277

[2014]). The allegedly wrongful arrests on which Plaintiff bases its lawsuit were carried out in

the Netherlands and the UAE, and the marine fuel oil supply took place in Thailand (Compl. ,J8).

The sole connection to New York is that Integr8 America maintains a trading office in New York

with one fuel oil trader (see Keats Aff. at ,J8), but this allegation, standing alone, fails to make

any litigation-specific connection to New York as a forum state for jurisdiction over the instant

dispute between these parties.

Given these findings, the Court need not address Defendants' remaining arguments

relating to forum non conveniens and failure to state a claim. Plaintiffs request for jurisdictional

discovery and leave to replead is denied.

Accordingly, it is

ORDERED that Defendants' Motion to Dismiss the Complaint is GRANTED, and the

Complaint is dismissed for lack of personal jurisdiction, and the Clerk is directed to enter

judgment in favor of Defendants and against Plaintiff.

This constitutes the decision and order of the Court.

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9/3/2024 DATE JOEL M. COHEN, J.S.C. CHECK ONE: NON-FINAL DISPOSITION

□ GRANTED IN PART OTHER

APPLICATION: SUBMIT ORDER

□ CHECK IF APPROPRIATE: FIDUCIARY APPOINTMENT REFERENCE

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