Lancaster v. Züfle

165 F.R.D. 38, 1996 U.S. Dist. LEXIS 2223, 1996 WL 84576
CourtDistrict Court, S.D. New York
DecidedFebruary 23, 1996
DocketNo. 95 CV 3932 (BDP)
StatusPublished
Cited by9 cases

This text of 165 F.R.D. 38 (Lancaster v. Züfle) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lancaster v. Züfle, 165 F.R.D. 38, 1996 U.S. Dist. LEXIS 2223, 1996 WL 84576 (S.D.N.Y. 1996).

Opinion

MEMORANDUM DECISION

PARKER, District Judge.

FACTS

This action to recover on a debt is before this court on Defendant’s motion for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2). The complaint alleges that Defendant Elodie C. Züfle (“Züfle”), on behalf of Silent Partner Body Armor, Inc. (“SPBA”), signed a promissory note payable to Chemical Bank of New York and a security agreement authorizing Chemical Bank of [40]*40New York to sell collateral that had been pledged by Plaintiff Edwin B. Lancaster (“Lancaster”) in the event of a default on the note. Lancaster executed letters of consent and hypothecation authorizing the collateral ($330,000 in municipal bonds and notes) to be pledged, which was then delivered to Chemical Bank of New York to secure the loan. SPBA defaulted on the note, Chemical Bank of New York sold the collateral, and Lancaster brought this action against Züfle to recover his losses on the debt.

Züfle now moves to dismiss the complaint for lack of personal jurisdiction on the ground that Züfle has not had the constitutionally required “minimum contacts” with New York to satisfy due process for personal jurisdiction under International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945).

DISCUSSION

At this stage of the litigation, prior to discovery, the plaintiff can defeat a 12(b)(2) motion by making a prima facie showing of jurisdiction solely through allegations. See Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir.1990), cert. denied, 498 U.S. 854, 111 S.Ct. 150, 112 L.Ed.2d 116 (1990). Because the motion is decided solely on the basis of affidavits and pleadings, doubts as to jurisdiction at this stage must be resolved in favor of the plaintiff. See Interface Biomedical Laboratories v. Axiom Medical, Inc., 600 F.Supp. 731, 735 (E.D.N.Y.1985).

For the forum state to constitutionally exercise personal jurisdiction, the Defendant must have established “certain minimum contacts with [the forum] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice,” International Shoe, 326 U.S. at 316, 66 S.Ct. at 158, 90 L.Ed. 95, and the Defendant must have “purposefully directed” her activities at the residents of the forum state, and the litigation must “arise out of or relate to” those activities. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, 105 S.Ct. 2174, 2183, 85 L.Ed.2d 528 (1985).

Lancaster contends that Züfle’s activities in New York subject her to jurisdiction under both § 302(a)(1) of New York’s long-arm statute, N.Y.CPLR § 302 (McKinney Supp.1986), and-the United States Constitution. “In diversity actions, the reach of the court’s personal jurisdiction is, of course, determined by New York law.” Continental Field Service Corporation v. ITEC International, Inc., 894 F.Supp. 151, 153 (S.D.N.Y.1995) (citing Arrowsmith v. United Press International, 320 F.2d 219 (2d Cir.1963) (en banc)).

Section 302(a)(1) gives New York in personam jurisdiction over a non-domiciliary if two conditions are met. First, the nondomiciliary must “transact business” within the state, and second, the claim against the non-domiciliary must arise out of that business activity. See CutCo Industries, Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir.1986) (citing McGowan v. Smith, 52 N.Y.2d 268, 272, 437 N.Y.S.2d 643, 419 N.E.2d 321 (1981)). Though “a single transaction is sufficient, even if the defendant never enters the state, so long as the defendant’s activities [in New York] were purposeful and there is a substantial relationship between the transaction and the claim asserted,” Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 467, 527 N.Y.S.2d 195, 198-99, 522 N.E.2d 40, 43 (1988) (citations omitted), the totality of all of the defendant’s contacts with the forum must indicate that the exercise of jurisdiction would be proper. See CutCo Industries, 806 F.2d at 365 (citing Sterling National Bank and Trust Co. of New York v. Fidelity Mortgage Investors, 510 F.2d 870, 873-74 (2d Cir.1975)) (other citations omitted).

Lancaster’s affidavit in opposition to Züfle’s motion alleges the following transactions between Züfle and New York residents were purposeful and are substantially related to the claim. First, Züfle signed a promissory note, as primary obliger, that was payable to Chemical Bank in New York. Although, “[i]t is well settled that ‘the mere designation of New York as the site for payment on a promissory note is insufficient to confer jurisdiction over a nonresident defendant,’ ” First City Federal Savings Bank v. Dennis, 680 F.Supp. 579, 584 (S.D.N.Y.1988) (quoting Plaza Realty Investors v. Bai[41]*41ley, 484 F.Supp. 335, 346 (S.D.N.Y.1979)) (other citations omitted), the note’s “designation of New York as the place of payment is a significant contact” to be considered among the totality of circumstances surrounding the transaction. First City, 680 F.Supp. at 586.

Second, the promissory note, as well as eight letters of consent to pledge and hypothecation signed by Ziifle, each had a New York choice-of-law clause. New York choice-of-law clauses are also significant contacts to be considered in determining personal jurisdiction. See e.g., First City, 680 F.Supp. at 586; Income Fund of Boston v. F.H. Vahlsing, Inc., 49 A.D.2d 724, 372 N.Y.S.2d 658, 659 (1st Dep’t 1975) (per curiam).

Third, Ziifle directed Tammy Schwartz, Esq., a New York attorney, to act on Ziifle’s behalf as attorney-in-fact in connection with the Chemical Bank transaction as well as other New York-based transactions. In general, a written power-of-attorney agreement is a formal contract and creates a principal-agent relationship. See e.g., Northwestern Nat'l, Ins. Co. v. Alberts, 769 F.Supp. 498, 508 (S.D.N.Y.1991); Maritime Ventures Int'l, Inc. v. Caribbean Trading & Fidelity, Ltd., 689 F.Supp. 1340, 1353, recon. denied, 722 F.Supp. 1032 (S.D.N.Y.1989). A principal will be subject to jurisdiction through the actions of her agent, if “the alleged agent acted in the state ‘for the benefit of, and with the knowledge and consent of’ the non-resident principal,” CutCo Industries, 806 F.2d at 366 (quoting Grove Press, Inc. v. Angleton, 649 F.2d 121, 122 (2d Cir.1981)) (other citations omitted), and the principal exercised “some control” over the agent. CutCo Industries, 806 F.2d at 366 (citing Grove Press, 649 F.2d at 122).

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Bluebook (online)
165 F.R.D. 38, 1996 U.S. Dist. LEXIS 2223, 1996 WL 84576, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lancaster-v-zufle-nysd-1996.