Lelchook v. Société Générale De Banque Au Liban S.A.L.
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Opinion
21-975 Lelchook v. Société Générale de Banque au Liban S.A.L.
In the United States Court of Appeals For the Second Circuit
August Term, 2021
(Argued: May 17, 2022 Decided: August 11, 2025)
Docket No. 21-975
ESTER LELCHOOK, AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DAVID MARTIN LELCHOOK, MICHAEL LELCHOOK, YAEL LELCHOOK, ALEXANDER LELCHOOK, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DORIS LELCHOOK, MALKA KUMER, CHANA LIBA KUMER, MIRIAM ALMACKIES, CHAIM KAPLAN, RIVKA KAPLAN, BRIAN ERDSTEIN, KARENE ERDSTEIN, MA’AYAN ERDSTEIN, CHAYIM KUMER, NECHAMA KUMER, LAURIE RAPPEPPORT, MARGALIT RAPPEPORT, THEODORE (TED) GREENBERG, MOREEN GREENBERG, JARED SAUTER, DVORA CHANA KASZEMACHER, CHAYA KASZEMACHER ALKAREIF, AVISHAI REUVANE, ELISHEVA ARON, YAIR MOR, MIKIMI STEINBERG,
Plaintiffs-Appellants,
–v.–
SOCIÉTÉ GÉNÉRALE DE BANQUE AU LIBAN S.A.L.,
Defendant-Appellee.*
B e f o r e:
* The Clerk of Court is directed to amend the case caption to conform to the above. RAGGI, WESLEY, and CARNEY, Circuit Judges.
Plaintiffs-Appellants are U.S. citizens who were harmed in Hizbollah rocket attacks carried out in Israel in 2006, and the estate and family members of one U.S. citizen who was killed in such an attack. They assert that Defendant-Appellee Société Générale de Banque au Liban S.A.L. (“SGBL”) is liable as the successor to non-party Lebanese Canadian Bank (“LCB”) for damages stemming from the attacks. Plaintiffs’ theories of liability and jurisdiction with regard to SGBL rest on SGBL’s acquisition of all of the assets and liabilities of LCB in 2011 in a transaction that was not a formal merger under New York law. The district court granted SGBL’s motion to dismiss for lack of personal jurisdiction. Lelchook v. Société Générale de Banque au Liban SAL, No. 19-cv-33, 2021 WL 4931845 (E.D.N.Y. Mar. 31, 2021) (“Lelchook I”). It concluded that New York law allows a successor corporation to inherit its predecessor’s jurisdictional status only where the two corporate entities had merged in accordance with state law. Id. at *2–3; see N.Y. Bus. Corp. Law § 901 et seq. (describing merger requirements). Without such a merger, the court thought, LCB’s jurisdictional status would not transfer to SGBL. Lelchook I, 2021 WL 4931845, at *2–3. On Plaintiffs’ appeal of that decision, we first concluded that we could not predict with confidence how the New York Court of Appeals would resolve the jurisdictional question of inheritability on which the district court’s decision turned. Lelchook v. Société Générale de Banque au Liban SAL, 67 F.4th 69, 71–72 (2d Cir.), certified question accepted, 39 N.Y.3d 1146 (2023). We therefore certified the question to that court. Id. at 71–72, 88–89. On review, the Court of Appeals clarified that, under New York’s long-arm statute, “where an entity acquires all of another entity’s liabilities and assets, but does not merge with that entity, it inherits the acquired entity’s status for purposes of specific personal jurisdiction.” Lelchook v. Société Générale de Banque au Liban SAL, 41 N.Y.3d 629, 638–39 (2024). With the benefit of that decision, we now hold that SGBL is subject to the specific personal jurisdiction of New York courts for purposes of adjudicating the claims presented by Plaintiffs. We further decide that the exercise of that jurisdiction here comports with federal due process principles. Key to our reasoning are the observations first, that SGBL deliberately acquired assets and liabilities of LCB that were generated in New York; second, that it was foreseeable at the time of the acquisition that SGBL would become subject to the exercise of jurisdiction in New York, such that SGBL should reasonably have anticipated that possibility; and finally, that the exercise of specific jurisdiction over SGBL in these circumstances comports with due process because it does not offend traditional notions of fair play and substantial justice. We
2 therefore REVERSE the judgment of the district court and REMAND the case for further proceedings consistent with this opinion.
REVERSED AND REMANDED.
ROBERT J. TOLCHIN (Gary M. Osen, Michael Radine, Osen LLC, Hackensack, NJ, also appearing), The Berkman Law Office, LLC, Brooklyn, NY, for Plaintiffs- Appellants.
BRIAN J. LESKE (Michael J. Sullivan, on the brief), Ashcroft Law Firm, LLC, Boston, MA, for Defendant-Appellee.
CARNEY, Circuit Judge:
Plaintiffs-Appellants are U.S. citizens who were harmed in Hizbollah rocket
attacks carried out in Israel in 2006, and the estate and family members of one U.S.
citizen who was killed in such an attack. They assert that Defendant-Appellee Société
Générale de Banque au Liban S.A.L. (“SGBL”) is liable as the successor to non-party
Lebanese Canadian Bank S.A.L. (“LCB”) for damages stemming from the attacks.
Plaintiffs’ theories of liability and jurisdiction with regard to SGBL rest on SGBL’s
acquisition of all of the assets and liabilities of LCB in 2011 in a transaction that was not
a formal merger under New York law.
The district court granted SGBL’s motion to dismiss for lack of personal
jurisdiction. Lelchook v. Société Générale de Banque au Liban SAL, No. 19-cv-33, 2021 WL
4931845 (E.D.N.Y. Mar. 31, 2021) (“Lelchook I”). It concluded that New York law allows a
successor corporation to inherit its predecessor’s jurisdictional status only where the
two corporate entities had merged in accordance with state law. Id. at *2–3; see N.Y. Bus.
Corp. Law § 901 et seq. (describing merger requirements). Without such a merger, the
3 court thought, LCB’s jurisdictional status would not transfer to SGBL. Lelchook I, 2021
WL 4931845, at *2–3.
On Plaintiffs’ appeal of that decision, we first concluded that we could not
predict with confidence how the New York Court of Appeals would resolve the
jurisdictional question of inheritability on which the district court’s decision turned.
Lelchook v. Société Générale de Banque au Liban SAL, 67 F.4th 69, 71–72 (2d Cir.), certified
question accepted, 39 N.Y.3d 1146 (2023) (“Lelchook II”). We therefore certified the
question to that court. Id. at 71–72, 88–89. On review, the Court of Appeals clarified that,
under New York’s long-arm statute, “where an entity acquires all of another entity’s
liabilities and assets, but does not merge with that entity, it inherits the acquired entity’s
status for purposes of specific personal jurisdiction.” Lelchook v. Société Générale de
Banque au Liban SAL, 41 N.Y.3d 629, 638–39 (2024) (“Lelchook III”).
With the benefit of that decision, we now hold that SGBL is subject to the specific
personal jurisdiction of New York courts for purposes of adjudicating the claims
presented by Plaintiffs. We further decide that the exercise of that jurisdiction here
comports with federal due process principles. Key to our reasoning are the observations
first, that SGBL deliberately acquired assets and liabilities of LCB that were generated in
New York; second, that it was foreseeable at the time of the acquisition that SGBL
would become subject to the exercise of jurisdiction in New York, such that SGBL
should reasonably have anticipated that possibility; and finally, that the exercise of
specific jurisdiction over SGBL in these circumstances comports with due process
because it does not offend traditional notions of fair play and substantial justice. We
therefore REVERSE the judgment of the district court and REMAND the case for
further proceedings consistent with this opinion.
4 BACKGROUND
I. Factual background
We draw the facts from the allegations in Plaintiffs’ complaint. 1
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21-975 Lelchook v. Société Générale de Banque au Liban S.A.L.
In the United States Court of Appeals For the Second Circuit
August Term, 2021
(Argued: May 17, 2022 Decided: August 11, 2025)
Docket No. 21-975
ESTER LELCHOOK, AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DAVID MARTIN LELCHOOK, MICHAEL LELCHOOK, YAEL LELCHOOK, ALEXANDER LELCHOOK, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DORIS LELCHOOK, MALKA KUMER, CHANA LIBA KUMER, MIRIAM ALMACKIES, CHAIM KAPLAN, RIVKA KAPLAN, BRIAN ERDSTEIN, KARENE ERDSTEIN, MA’AYAN ERDSTEIN, CHAYIM KUMER, NECHAMA KUMER, LAURIE RAPPEPPORT, MARGALIT RAPPEPORT, THEODORE (TED) GREENBERG, MOREEN GREENBERG, JARED SAUTER, DVORA CHANA KASZEMACHER, CHAYA KASZEMACHER ALKAREIF, AVISHAI REUVANE, ELISHEVA ARON, YAIR MOR, MIKIMI STEINBERG,
Plaintiffs-Appellants,
–v.–
SOCIÉTÉ GÉNÉRALE DE BANQUE AU LIBAN S.A.L.,
Defendant-Appellee.*
B e f o r e:
* The Clerk of Court is directed to amend the case caption to conform to the above. RAGGI, WESLEY, and CARNEY, Circuit Judges.
Plaintiffs-Appellants are U.S. citizens who were harmed in Hizbollah rocket attacks carried out in Israel in 2006, and the estate and family members of one U.S. citizen who was killed in such an attack. They assert that Defendant-Appellee Société Générale de Banque au Liban S.A.L. (“SGBL”) is liable as the successor to non-party Lebanese Canadian Bank (“LCB”) for damages stemming from the attacks. Plaintiffs’ theories of liability and jurisdiction with regard to SGBL rest on SGBL’s acquisition of all of the assets and liabilities of LCB in 2011 in a transaction that was not a formal merger under New York law. The district court granted SGBL’s motion to dismiss for lack of personal jurisdiction. Lelchook v. Société Générale de Banque au Liban SAL, No. 19-cv-33, 2021 WL 4931845 (E.D.N.Y. Mar. 31, 2021) (“Lelchook I”). It concluded that New York law allows a successor corporation to inherit its predecessor’s jurisdictional status only where the two corporate entities had merged in accordance with state law. Id. at *2–3; see N.Y. Bus. Corp. Law § 901 et seq. (describing merger requirements). Without such a merger, the court thought, LCB’s jurisdictional status would not transfer to SGBL. Lelchook I, 2021 WL 4931845, at *2–3. On Plaintiffs’ appeal of that decision, we first concluded that we could not predict with confidence how the New York Court of Appeals would resolve the jurisdictional question of inheritability on which the district court’s decision turned. Lelchook v. Société Générale de Banque au Liban SAL, 67 F.4th 69, 71–72 (2d Cir.), certified question accepted, 39 N.Y.3d 1146 (2023). We therefore certified the question to that court. Id. at 71–72, 88–89. On review, the Court of Appeals clarified that, under New York’s long-arm statute, “where an entity acquires all of another entity’s liabilities and assets, but does not merge with that entity, it inherits the acquired entity’s status for purposes of specific personal jurisdiction.” Lelchook v. Société Générale de Banque au Liban SAL, 41 N.Y.3d 629, 638–39 (2024). With the benefit of that decision, we now hold that SGBL is subject to the specific personal jurisdiction of New York courts for purposes of adjudicating the claims presented by Plaintiffs. We further decide that the exercise of that jurisdiction here comports with federal due process principles. Key to our reasoning are the observations first, that SGBL deliberately acquired assets and liabilities of LCB that were generated in New York; second, that it was foreseeable at the time of the acquisition that SGBL would become subject to the exercise of jurisdiction in New York, such that SGBL should reasonably have anticipated that possibility; and finally, that the exercise of specific jurisdiction over SGBL in these circumstances comports with due process because it does not offend traditional notions of fair play and substantial justice. We
2 therefore REVERSE the judgment of the district court and REMAND the case for further proceedings consistent with this opinion.
REVERSED AND REMANDED.
ROBERT J. TOLCHIN (Gary M. Osen, Michael Radine, Osen LLC, Hackensack, NJ, also appearing), The Berkman Law Office, LLC, Brooklyn, NY, for Plaintiffs- Appellants.
BRIAN J. LESKE (Michael J. Sullivan, on the brief), Ashcroft Law Firm, LLC, Boston, MA, for Defendant-Appellee.
CARNEY, Circuit Judge:
Plaintiffs-Appellants are U.S. citizens who were harmed in Hizbollah rocket
attacks carried out in Israel in 2006, and the estate and family members of one U.S.
citizen who was killed in such an attack. They assert that Defendant-Appellee Société
Générale de Banque au Liban S.A.L. (“SGBL”) is liable as the successor to non-party
Lebanese Canadian Bank S.A.L. (“LCB”) for damages stemming from the attacks.
Plaintiffs’ theories of liability and jurisdiction with regard to SGBL rest on SGBL’s
acquisition of all of the assets and liabilities of LCB in 2011 in a transaction that was not
a formal merger under New York law.
The district court granted SGBL’s motion to dismiss for lack of personal
jurisdiction. Lelchook v. Société Générale de Banque au Liban SAL, No. 19-cv-33, 2021 WL
4931845 (E.D.N.Y. Mar. 31, 2021) (“Lelchook I”). It concluded that New York law allows a
successor corporation to inherit its predecessor’s jurisdictional status only where the
two corporate entities had merged in accordance with state law. Id. at *2–3; see N.Y. Bus.
Corp. Law § 901 et seq. (describing merger requirements). Without such a merger, the
3 court thought, LCB’s jurisdictional status would not transfer to SGBL. Lelchook I, 2021
WL 4931845, at *2–3.
On Plaintiffs’ appeal of that decision, we first concluded that we could not
predict with confidence how the New York Court of Appeals would resolve the
jurisdictional question of inheritability on which the district court’s decision turned.
Lelchook v. Société Générale de Banque au Liban SAL, 67 F.4th 69, 71–72 (2d Cir.), certified
question accepted, 39 N.Y.3d 1146 (2023) (“Lelchook II”). We therefore certified the
question to that court. Id. at 71–72, 88–89. On review, the Court of Appeals clarified that,
under New York’s long-arm statute, “where an entity acquires all of another entity’s
liabilities and assets, but does not merge with that entity, it inherits the acquired entity’s
status for purposes of specific personal jurisdiction.” Lelchook v. Société Générale de
Banque au Liban SAL, 41 N.Y.3d 629, 638–39 (2024) (“Lelchook III”).
With the benefit of that decision, we now hold that SGBL is subject to the specific
personal jurisdiction of New York courts for purposes of adjudicating the claims
presented by Plaintiffs. We further decide that the exercise of that jurisdiction here
comports with federal due process principles. Key to our reasoning are the observations
first, that SGBL deliberately acquired assets and liabilities of LCB that were generated in
New York; second, that it was foreseeable at the time of the acquisition that SGBL
would become subject to the exercise of jurisdiction in New York, such that SGBL
should reasonably have anticipated that possibility; and finally, that the exercise of
specific jurisdiction over SGBL in these circumstances comports with due process
because it does not offend traditional notions of fair play and substantial justice. We
therefore REVERSE the judgment of the district court and REMAND the case for
further proceedings consistent with this opinion.
4 BACKGROUND
I. Factual background
We draw the facts from the allegations in Plaintiffs’ complaint. 1
In the summer of 2006, the terrorist organization Hizbollah carried out a series of
rocket attacks against civilian population centers in Israel (the “2006 attacks”). As
mentioned above, Plaintiffs are 21 U.S. citizens who were harmed in the 2006 attacks,
and the estate and family members of a U.S. citizen, David Martin Lelchook, who was
killed in one such attack.
Plaintiffs allege that LCB, a corporation organized under Lebanese law and
headquartered in Beirut, provided extensive banking services to Hizbollah in the years
leading up to the 2006 attacks. They charge that, during that period, LCB entered into a
correspondent banking relationship with a bank located in New York, allowing LCB to
facilitate transactions in U.S. dollars rather than in other currencies. LCB is further
alleged to have repeatedly used the New York correspondent bank, with its help
executing millions of dollars’ worth of wire transfers that enabled Hizbollah to plan,
prepare for, and carry out terrorist attacks around the world. By executing the
transactions, LCB “caused, enabled and facilitated” the 2006 attacks, Plaintiffs assert,
making it liable to them for damages under the Anti-Terrorism Act of 1990 (“ATA”), as
amended in 2016 by the Justice Against Sponsors of Terrorism Act (“JASTA”), 18 U.S.C.
§ 2331 et seq. App’x at 20.
The banking relationship eventually generated litigation against LCB in this
Circuit. See infra Section II. By 2008, over 90 Hizbollah victims and their families had
1Except for the complaint’s conclusory allegations, which do not bind us, for present purposes we accept as true all of its factual allegations and draw all reasonable inferences in favor of Plaintiffs. See MSP Recovery Claims, Series LLC v. Hereford Ins. Co., 66 F.4th 77, 82 (2d Cir. 2023).
5 sought damages from LCB in a suit in the Southern District of New York, and by 2010,
the victims’ lawsuit had reached this Court on review of various novel issues. LCB’s
legal difficulties deepened in February 2011, when the U.S. Department of the Treasury
designated it a financial institution of “primary money laundering concern,” citing its
involvement with Hizbollah. App’x at 51.
Just a few months after the designation, Defendant SGBL, a Beirut-based private
joint stock company organized under Lebanese law, entered into a sweeping “Sale and
Purchase” agreement with LCB (the “Agreement”). In return for SGBL’s $580 million
payment to LCB, LCB agreed to “transfer, convey, and assign” to SGBL, and SGBL
agreed to “receive and assume” from LCB, “all of [LCB’s] Assets and Liabilities.” App'x
at 52, 61, 140. The Agreement defined these liabilities broadly:
The Assumed Liabilities consist inter alia of any and all of [LCB’s] liabilities and/or obligations and/or debts of any kind, character or description, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, determined, determinable or otherwise, to the extent they relate to the [LCB’s] Business, all as at the Completion Date. App'x at 53, 61. 2 The contemplated transaction closed on June 22, 2011. 3
Plaintiffs claim that LCB was “an extremely profitable and wealthy entity” when
the transaction closed but assert that, today, LCB is “unable to satisfy any judgment
2In their Appendix, Plaintiffs have provided only a portion of the Agreement’s text. We cite to that where possible and to Plaintiffs’ allegations of its terms where necessary.
3 The Agreement did not require or appear to contemplate (so far as the record shows) the formal dissolution of LCB, and it appears that LCB continues to exist in some form. As of 2021, it was still defending litigation in this Court. Kaplan v. Lebanese Canadian Bank, SAL, 999 F.3d 842 (2d Cir. 2021); Bartlett v. Société Générale de Banque au Liban SAL, No. 19-cv-7, 2020 WL 7089448, at *17 (E.D.N.Y. Nov. 25, 2020) (“LCB continues to exist as an entity and is litigating in the Kaplan case currently before the Second Circuit.”).
6 against it.” Appellants’ Br. at 11–12. “SGBL’s purchase of LCB’s assets” caused the
turnabout; otherwise, LCB “would easily have been able to satisfy a judgment” entered
in this case, Plaintiffs say. Id. at 12. Consistent with Plaintiffs’ account, LCB represented
to the United States Supreme Court in a February 2017 opposition to a petition for
certiorari that LCB “is defunct, insolvent, and unable to pay any judgment rendered
against it.” Brief in Opposition to Petition for Writ of Certiorari at 4, Licci v. Lebanese
Canadian Bank, SAL, 584 U.S. 959 (2018) (No. 16-778), 2017 WL 712025, at *4; see App’x at
54.
II. The Licci/Kaplan litigation
This Court has previously heard appeals of several district court decisions
addressing claims against LCB related to the 2006 attacks. These claims have been
pursued by substantially overlapping groups of plaintiffs in a long-running line of cases
that we have referred to as the “Licci/Kaplan” litigation. See Lelchook II, 67 F.4th at 73
(listing cases). The Licci/Kaplan cases, too, involve ATA-rooted claims for damages
stemming from the 2006 attacks. Three of our Licci/Kaplan decisions, which we discuss
briefly below, are relevant here, as is a related 2012 New York Court of Appeals
decision. 4
4 We list them here for easy reference.
• Licci v. Lebanese Canadian Bank, SAL, 673 F.3d 50 (2d Cir. 2012) (“Licci II”)
• Licci v. Lebanese Canadian Bank, 20 N.Y.3d 327 (2012) (“Licci III”)
• Licci v. Lebanese Canadian Bank, SAL, 732 F.3d 161 (2d Cir. 2013) (“Licci IV”)
• Kaplan v. Lebanese Canadian Bank, SAL, 999 F.3d 842 (2d Cir. 2021) (“Kaplan II”)
7 In Licci II, we considered whether LCB was subject to specific personal
jurisdiction in New York for ATA claims related to the 2006 attacks. See Licci II, 673 F.3d
at 62–63, 74–75. We certified to the New York Court of Appeals questions about the
scope of the state long-arm statute, CPLR 302(a)(1), on which Plaintiffs’ jurisdictional
theory as to LCB relied. See id. at 75–76. That court instructed that the “maintenance”
and “repeated use of a correspondent account in New York on behalf of a client”
constituted a “transaction of business in New York,” and this demonstrated an
“articulable nexus or substantial relationship between the transaction” and the claims
alleged. Licci III, 20 N.Y.3d at 338–40. The claims thus “arose from” the transaction of
business in New York and permitted courts in New York to exercise specific personal
jurisdiction over LCB under CPLR 302(a)(1). See id. at 339–41.
With the antecedent state law questions resolved, we concluded in Licci IV that
the federal district court’s exercise of specific personal jurisdiction over LCB in New
York on these claims—based on LCB’s maintenance and repeated use of its
correspondent bank account at a New York financial institution—comported with due
process. 732 F.3d at 165.
Thus, by 2013, Licci II, Licci III, and Licci IV had established that LCB was subject
to the exercise of specific personal jurisdiction in New York for ATA claims arising from
the 2006 attacks. And in 2021, in Kaplan II, we held that the plaintiffs in the Licci/Kaplan
litigation stated a plausible aiding-and-abetting liability claim against LCB under the
ATA, as amended by JASTA, 18 U.S.C. § 2333(d)(2). Kaplan II, 999 F.3d at 863–67. As we
observed in Lelchook II, the plaintiffs’ aiding-and-abetting allegations in Kaplan II
“virtually mirror those made” by Plaintiffs here and are offered in support of
“materially identical” claims. 67 F.4th at 74.
8 III. Procedural history
In January 2019, Plaintiffs sued SGBL in the U.S. District Court for the Southern
District of New York, seeking to hold SGBL as LCB’s successor both primarily and
secondarily liable for the damages they suffered from the 2006 attacks. 5 They claim that
SGBL’s unlimited acquisition of LCB’s liabilities in the 2011 transaction compels the
conclusion that “SGBL assumed and bears successor liability for LCB’s liability to . . .
[P]laintiffs” here. App’x at 58 (First Amended Complaint).
Plaintiffs’ theory of personal jurisdiction, like their theory of liability, depends
entirely on SGBL’s status as “successor” to LCB and on the Licci/Kaplan line of cases.
The district court has personal jurisdiction over SGBL, they reason, because our Court
“determined that LCB’s conduct . . . rendered it subject to personal jurisdiction in the
State of New York, and SGBL assumed and bears successor liability for LCB’s conduct,”
i.e., LCB’s repeated use of its New York correspondent account to execute transactions
on behalf of Hizbollah. App’x at 23.
The district court was not convinced. In early 2020, on SGBL’s motion, the court
dismissed the case for want of jurisdiction. The court understood New York law to
recognize an inherited-jurisdiction theory only upon a statutory or de facto merger of
the two entities in question: a transaction that was not a merger would not “suffic[e] to
impute a target’s jurisdictional status on an acquiror.” Lelchook I, 2021 WL 4931845, at
*2–3.
On appeal (as described above), this panel first determined that we could not
confidently predict how the New York Court of Appeals would resolve the threshold
5Plaintiffs also named several other entities as defendants, but in the First Amended Complaint—operative here— they proceed against only SGBL.
9 “successor jurisdiction” question. We therefore certified the following two questions to
that court:
1. Under New York law, does an entity that acquires all of another entity’s
liabilities and assets, but does not merge with that entity, inherit the acquired
entity’s status for purposes of specific personal jurisdiction?
2. In what circumstances will the acquiring entity be subject to specific personal
jurisdiction in New York?
Lelchook II, 67 F.4th at 71–72. The Court of Appeals answered the first question in the
affirmative and found it unnecessary to answer the second. See Lelchook III, 41 N.Y.3d at
631.
In addressing the first question, the Court of Appeals identified several relevant
factors: the “impact of [the] rule on parties to a potential acquisition”; the “reasonable
assumptions and expectations of the parties”; whether imputation of a predecessor’s
jurisdictional status “induces responsible parties to internalize responsibility for risks”;
and the “impact . . . on those injured by a predecessor’s acts.” Id. at 636–37. It concluded
that “[t]hose factors tip in favor of allowing successor jurisdiction where a successor,”
i.e., SGBL, “purchases all assets and liabilities” from the predecessor entity, i.e., LCB. Id.
at 637–39.
It explained its decision further by observing that “[s]ophisticated corporate
entities such as SGBL will undoubtedly engage in robust due diligence before agreeing
to acquire all assets and liabilities of another entity,” including as to where jurisdiction
over actions related to the company’s liabilities may lie. Id. at 637. The parties can factor
into the purchase price the costs associated with such liabilities, avoiding unfairness, it
observed. Id. And, as a more general policy matter, the rule it stated was consistent with
good corporate stewardship because it would avoid a situation in which a successor
10 acquired all of a predecessor’s assets while shielding itself from judgment on certain of
the predecessor’s related liabilities (which it otherwise purported to assume). Id. at 638.
That result, in turn, would help to ensure the existence of a responsible entity, available
“to absorb the risk of liability and compensate injured parties.” Id.
We requested supplemental briefing from the parties on the decision’s import for
this case and on the question whether exercising specific personal jurisdiction over
SGBL on Plaintiffs’ claims here would comport with due process. We now resolve those
questions.
DISCUSSION
We review de novo a district court’s decision to dismiss a complaint for lack of
personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2). Chloé v. Queen Bee
of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir. 2010). On such review, we construe the
pleadings in the light most favorable to the plaintiffs. Id. To survive a motion to dismiss
for lack of personal jurisdiction, “a plaintiff must make a prima facie showing that
jurisdiction exists.” Thomas v. Ashcroft, 470 F.3d 491, 495 (2d Cir. 2006).
I. Principles of specific personal jurisdiction
A district court may exercise specific personal jurisdiction over a defendant only
if three requirements are satisfied: “(1) the plaintiff’s service of process upon the
defendant must have been procedurally proper; (2) there must be a statutory basis for
personal jurisdiction that renders such service of process effective; and (3) the exercise
of personal jurisdiction must comport with constitutional due process principles.” Esso
Expl. & Prod. Nigeria Ltd. v. Nigerian Nat’l Petroleum Corp., 40 F.4th 56, 69 (2d Cir. 2022)
(internal quotation marks omitted); see also Licci II, 673 F.3d at 59–60. SGBL does not
contest that it was properly served, and so we proceed to examine the second and third
requirements.
11 As to the statutory basis for personal jurisdiction over SGBL, a non-U.S. entity, we
have previously ruled that Plaintiffs’ only viable theory rested on Federal Rule of Civil
Procedure 4(k)(1)(A). See Lelchook II, 67 F.4th at 75 & n.7. That rule, entitled “Territorial
Limits of Effective Service,” provides that proper service establishes the district court’s
“personal jurisdiction over a defendant . . . who is subject to the jurisdiction of a court of
general jurisdiction in the state where the district court is located.” Fed. R. Civ. P.
4(k)(1)(A) (internal punctuation omitted). We therefore ask next whether the law of the
forum state––here, New York, and in particular the New York long-arm statute––
permits the exercise of personal jurisdiction over SGBL in New York. See Lelchook II, 67
F.4th at 75; Licci IV, 732 F.3d at 168. 6 We conclude that it does: under Lelchook III, a
company that acquires all of another entity’s assets and liabilities inherits that entity’s
jurisdictional status in cases arising from the acquired liabilities.
We then turn to the question whether the court’s exercise of specific personal
jurisdiction over SGBL in this case comports with due process. See Lelchook II, 67 F.4th at
75–76. Again, as we explain below, we conclude that it does.
II. Jurisdiction over SGBL under New York’s long-arm statute
In Lelchook III, the New York Court of Appeals set out a straightforward general
rule: “[W]here an entity acquires all of another entity’s liabilities and assets, but does
not merge with that entity, it inherits the acquired entity’s status for purposes of specific
personal jurisdiction.” 41 N.Y.3d at 638–39. The court reasoned that where the
predecessor entity would be subject to specific personal jurisdiction in New York on the
6We have previously determined that New York’s long-arm statute is not co-extensive with the Due Process Clause, and so we address whether it provides for personal jurisdiction over SGBL before ruling on the constitutional question. See Daou v. BLC Bank, S.A.L., 42 F.4th 120, 129 (2d Cir. 2022).
12 claims at issue, subjecting the successor to jurisdiction under the long-arm statute based
on the predecessor’s contacts was permitted by the statute and would be both fair and
reasonable. Id. at 636–39. 7
Applying that rule to the facts at hand easily resolves the state law jurisdictional
question before us. As described, SGBL acquired all of LCB’s assets and liabilities,
without reservation. It therefore “inherit[ed] [LCB’s] status for purposes of specific
personal jurisdiction.” Id. LCB’s jurisdictional contacts at the time of the purchase are
under New York law properly treated as SGBL’s own.
As we have described, the claims and contacts alleged in this case as to LCB are
“materially identical” to those at issue in the Licci/Kaplan litigation, wherein we held
LCB is subject to personal jurisdiction in New York. Lelchook II, 67 F.4th at 74. Plaintiffs
in both cases allege LCB used its New York correspondent account to finance Hizbollah.
Compare Licci IV, 732 F.3d at 165–66, with App’x at 30–32 ¶¶ 44–56, 40 ¶¶ 87–90. And
those allegations satisfy the state long-arm statute: they describe a “transaction of
business” in New York, which Plaintiffs’ claims “aris[e] from.” Licci IV, 732 F.3d at 168–
69; see CPLR 302(a)(1); Daou v. BLC Bank, S.A.L., 42 F.4th 120, 129–31 (2d Cir. 2022)
(describing the uses of a correspondent bank account that support jurisdiction under
New York’s long-arm statute). Because LCB would be subject to personal jurisdiction on
those claims in a New York court, Plaintiffs have made a prima facie showing that
SGBL too is amenable to personal jurisdiction in New York on those claims pursuant to
the state long-arm statute. Licci IV, 732 F.3d at 169.
7The Court of Appeals further observed that New York is not an outlier in adopting this approach: rather, its decision “accords with nearly all decisions of other state appellate courts and federal circuit courts that have considered the issue of successor jurisdiction.” Lelchook III, 41 N.Y.3d at 639 n.3.
13 SGBL argues, however, in what it acknowledges to be a “counterintuitive”
formulation, that the rule laid out by the New York Court of Appeals actually leads to
the contrary conclusion: that a New York court would not exercise long-arm jurisdiction
over SGBL. SGBL Letter Br. at 1 (Dkt. No. 89); see also id. at 3–5. A New York court
would lack jurisdiction, it urges, because the “underlying justifications” for the rule that
the New York Court of Appeals articulated are lacking here. Id. at 3.
SGBL contends, for example, that Plaintiffs could pursue assets of LCB in New
York—the roughly $580 million consideration that SGBL paid to LCB for its assets and
liabilities—thus negating any need for courts to apply the idea of inherited jurisdiction
over these claims. But the state high court rejected this very argument when it explained
that there was “no good reason” to mandate that plaintiffs proceeding against a
successor “take an indirect and uncertain path to recompense” against the (perhaps
insolvent) predecessor. Lelchook III, 41 N.Y.3d at 638.
SGBL similarly attempts to disavow having received any benefit from LCB’s
New York business, attempting to undercut that part of the Court of Appeals’ rationale,
too. 8 See SGBL Letter Br. at 5. But the Agreement shows that, together with LCB’s
liabilities, SGBL acquired all of LCB’s then-listed assets. It does not exclude those assets
that were derived from the use of the New York correspondent account—or of any
other asset group, for that matter. Accordingly, we reject this argument. See Lelchook III,
41 N.Y.3d at 638.
8 It asserts relatedly that LCB is not in fact “defunct,” pointing simply to LCB’s continuing litigation in this Circuit. SGBL Letter Br. at 4. But this is in effect an invitation to discount Plaintiffs’ plausible allegations on the subject. On review of a motion to dismiss, we are not at liberty to do so.
14 In sum, these and SGBL’s other contentions on successor jurisdiction under New
York law are squarely defeated by the state court’s ruling.
III. Fourteenth Amendment due process limits on jurisdiction over SGBL
With the state law jurisdictional question resolved, we turn to the bottom line:
whether a U.S. district court’s exercise of specific personal jurisdiction over SGBL in
New York, based on the contacts SGBL inherited from LCB, comports with Fourteenth
Amendment due process principles. 9
Where New York’s long-arm statute permits the exercise of jurisdiction over the
parties, we have not generally “suggested that due process requires something more
than New York law.” Spetner v. Palestine Inv. Bank, 70 F.4th 632, 645 (2d Cir. 2023)
(footnote omitted). 10 Still, we “independently ensure that the constitutional
requirements are satisfied.” Id.
A court’s exercise of personal jurisdiction over a person or entity is bound by the
Constitution’s guarantee of due process. The law of due process governing the exercise
of jurisdiction over corporate entities has undergone significant developments in recent
decades. See, e.g., Daimler AG v. Bauman, 571 U.S. 117 (2014); Bristol-Myers Squibb Co. v.
Superior Ct. of California, 582 U.S. 255 (2017). But the seminal principle has not changed:
9The Supreme Court recently held that the Due Process Clause of the Fifth Amendment and Due Process Clause of the Fourteenth Amendment are not of equal reach, and expressly “declin[ed] to import the Fourteenth Amendment minimum contacts standard into the Fifth Amendment.” Fuld v. Palestine Liberation Org., 606 U.S. __, 145 S. Ct. 2090, 2105 (2025). The familiar Fourteenth Amendment analysis continues to apply, however, where state law binds a federal court in determining the bounds of its jurisdiction over persons as it does under Rule 4(k)(1)(A), applicable here. See id. at 2102.
10See also Licci IV, 732 F.3d at 170 (noting that CPLR 302(a)(1) is “not coextensive” with due process while remarking that a case would be “rare” in which contacts satisfy the statute yet fail to comport with due process).
15 where the Fourteenth Amendment’s protections apply, “a tribunal’s authority depends
on the defendant's having such ‘contacts’ with the forum State that ‘the maintenance of
the suit’ is ‘reasonable . . . ’ and ‘does not offend traditional notions of fair play and
substantial justice.’” Ford Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 358
(2021) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316–17 (1945)).
To exercise specific personal jurisdiction over a corporate defendant that is not
incorporated in or primarily doing business in the State, a court must first determine
that a corporate defendant’s in-state acts reflect its “purposeful availment” of
opportunities within the State, and that the asserted claims arise out of or relate to its
contacts with the State. 11 Id. at 359; see also Mallory v. Norfolk S. Ry. Co., 600 U.S. 122, 138
(2023) (plurality); Fuld v. Palestine Liberation Org., 606 U.S. __, 145 S. Ct. 2090, 2102–03
(2025). The corporate defendant’s in-state acts must further make it reasonably
foreseeable that it would be subject to suit in courts sitting in that State. See World-Wide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 297–98 (1980); Licci IV, 732 F.3d at 170;
Spetner, 70 F.4th at 645. In other words, it must receive “fair warning” that it might be
called to answer claims in the forum. Ford Motor Co., 592 U.S. at 360; see also Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985). The exercise of jurisdiction in the State as to
the related claims over the defendant must be “reasonable”—that is, consistent with
“traditional notions of fair play and substantial justice” that the Court referred to in
International Shoe. See Licci IV, 732 F.3d at 169–70, 174.
11In contrast, general jurisdiction over a corporate defendant may be exercised in a State where the corporation has continuous and systematic contacts so extensive as to render it “essentially at home”––i.e., in its state of incorporation or its principal place of business. Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011); see, e.g., Brown v. Lockheed Martin Corp., 814 F.3d 619, 629 (2d Cir. 2016). Those deep contacts subject it to jurisdiction by a court in that forum for any claims at all. See Goodyear Dunlop Tires Operations, 564 U.S. at 919.
16 On review of these factors here, we conclude that Plaintiffs have stated a prima
facie case for the exercise of specific personal jurisdiction over SBGL in New York: their
allegations satisfy the governing standards at each step of the specific jurisdiction
analysis. SGBL’s motion to dismiss under Rule 12(b)(2) for want of personal jurisdiction
thus fails. See Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81, 84–85 (2d Cir. 2013)
(per curiam). We set forth our reasoning below.
A. Minimum contacts: “purposeful availment” of the forum
As described above, Plaintiffs proceed solely on a successor theory of
jurisdiction. State and federal courts alike have consistently permitted the jurisdictional
contacts of a predecessor to be imputed to its successor, reasoning that if forum law
could also hold the successor liable for its predecessor’s actions, its related jurisdictional
actions should also attach to the successor. See, e.g., Williams v. Bowman Livestock Equip.
Co., 927 F.2d 1128, 1132 (10th Cir. 1991) (“A corporation’s contacts . . . may be imputed
to its successor if forum law would hold the successor liable for the actions of its
predecessor.”); State ex rel. Stein v. E.I. du Pont de Nemours & Co., 382 N.C. 549, 557–60
(2022) (holding a predecessor corporation’s contacts may be imputed to a successor for
jurisdictional purposes when forum law would hold the successor liable for its
predecessor’s actions (referencing City of Richmond v. Madison Mgmt. Grp., Inc., 918 F.2d
438, 454 (4th Cir. 1990))); Ostrem v. Prideco Secure Loan Fund, LP, 841 N.W.2d 882, 896
(Iowa 2014) (“[C]ourts commonly impute a corporate predecessor’s contacts to its
successor in order to exercise personal jurisdiction over the successor.”) (collecting
cases).
We agree with these courts’ analysis and apply it here. As part of the Agreement,
SGBL agreed to assume, without qualification, “any and all of [LCB’s] liabilities and/or
obligations.” App’x at 53, 61. Although the Court of Appeals recognized that “liability
and jurisdiction are distinct legal concepts,” Lelchook III, 41 N.Y.3d at 635, it also said
17 that the jurisdictional analysis under New York law is “inform[ed],” if not determined,
by the substantive question of successor liability, id. at 635. In light of this substantial
overlap, we read Lelchook III as concluding that, taking Plaintiffs’ allegations as true,
SGBL could be liable under New York law for LCB’s acts as a result of the Agreement.
See id. at 637–38 (reasoning that SGBL should have “anticipated being subject to
jurisdiction over LCB’s liabilities in New York” because “the great weight of authority
at the time [of the Agreement] permitted imputation whenever the forum state’s law
would hold the successor liable” (internal quotation marks omitted, alterations
adopted)). Accordingly, because Plaintiffs have alleged sufficient facts to establish
successor liability under New York law, we impute LCB’s forum contacts to SGBL for
purposes of our personal jurisdiction analysis. 12
1. SGBL reached out to acquire the fruits of LCB’s business transactions in New York, purposefully availing itself of the forum
LCB, if still viable, would be subject to specific personal jurisdiction in New York
in an action on Plaintiffs’ claims. In its supplemental briefing, SGBL does not appear to
dispute this proposition. Rather, it seeks to distance itself from LCB, taking the view
that it “(as opposed to third-party LCB) has no contacts with the forum,” and urging
that New York courts cannot exercise specific jurisdiction over it notwithstanding the
assets and liabilities it acquired. SGBL Letter Br. at 6–7. It denies any “purposeful
availment” of the state of New York of its own. But this argument both mischaracterizes
the nature of SGBL’s acquisition of LCB’s liabilities and ignores that SGBL benefited
from LCB’s activities in New York when it acquired LCB’s assets.
12Because this appeal is from the district court’s order on SGBL’s motion to dismiss for lack of personal jurisdiction under New York law, we do not address the adequacy of Plaintiffs’ federal claims under the ATA or JASTA. Nor do we express any view regarding the merits of SGBL’s Rule 12(b)(6) motion.
18 LCB’s use of the correspondent bank in New York was an activity “purposefully
directed toward the forum State.” Asahi Metal Indus. Co. v. Superior Ct. of California, 480 U.S.
102, 112 (1987) (emphasis in original). LCB’s deliberate and recurring use of that
correspondent bank is reasonably seen as a form of “exploit[ation of] a State’s market,”
the paradigmatic example of “purposeful availment.” Ford Motor Co., 592 U.S. at 359,
364 (internal quotation marks omitted, alterations adopted); see Licci IV, 732 F.3d at 170–
172. LCB’s repeated reliance on New York banking services “indicates desirability” of
the state’s banking system “and a lack of coincidence” in LCB’s usage of that system.
Licci III, 20 N.Y.3d at 340 (explaining analogous portion of the state long-arm statute
inquiry). LCB’s selection of that correspondent bank as opposed to another
intermediary (as the New York Court of Appeals observed) was likely “cheaper and
easier for LCB.” Id. It conferred “financial and other benefits” that allowed LCB to retain
those customers who sought the alleged monetary transfers. Id. As we observed earlier,
LCB benefitted from the U.S. dollar’s “stable and fungible” nature; from New York’s
“dependable and transparent” banking system; and from the “predictable jurisdictional
and commercial” law of the state. Licci IV, 732 F.3d at 171. This made LCB susceptible to
the New York court’s jurisdiction on claims like those raised here, arising out of its use
of that correspondent account. See id. at 170–73.
Under the Agreement, SGBL obtained the fruits of all of LCB’s business,
including its transactions in New York. Few courts have considered whether, in similar
circumstances, a corporate successor is subject to jurisdiction that would properly have
been exercised over its predecessor. Those that have addressed the issue have held that
it is: where a predecessor “purposefully avail[ed] itself of the privilege of exploiting
forum-based business opportunities,” the successor’s “express assumption of liability”
constitutes a “deliberate undertaking” that “amounts to a purposeful availment of [the
in-state] opportunities” exploited by the predecessor. Jeffrey v. Rapid Am. Corp., 448
19 Mich. 178, 187, 198–99 (1995); see Perry Drug Stores v. CSK Auto Corp., 93 F. App’x 677,
681 (6th Cir. 2003) (summary order) (referencing Jeffrey, 448 Mich. at 198–99); Simmers v.
Am. Cyanamid Corp., 394 Pa. Super. 464, 489–90 (1990) (holding successor jurisdiction
proper in part on ground that it would be “absurd” to deny jurisdiction where “the
assets purchased by the successor, at least in part, were derived from the forum”).
Entering into the Agreement represented SGBL’s choice to obtain LCB’s assets and to
answer for LCB’s activities; that choice properly forms the basis for a court to impute
LCB’s contacts to SGBL. Cf. Burger King, 471 U.S. at 479–80 (upholding exercise of
specific jurisdiction over defendants who purposefully “reach[ed] out beyond” their
State by entering a contractual relationship that “envisioned continuing and wide-
reaching contacts” in the forum and that contractual relationship gave rise to the suit
(alteration in original)).
That SGBL acquired those contacts through its transaction with LCB, rather than
directly, does not make the exercise of jurisdiction in New York improper. In a
somewhat different context, we have recognized that the actions of a third party can
properly support the exercise of specific jurisdiction over a defendant where the
defendant’s exploitation of forum opportunities through that third party is intentional.
See, e.g., Oklahoma Firefighters Pension & Ret. Sys. v. Banco Santander (México) S.A.
Institución de Banca Multiple, 92 F.4th 450, 457–58 (2d Cir. 2024) (permitting imputation
of brokers’ contacts to defendant and noting that “a defendant can also avail itself of a
forum” absent a formal agency relationship); Spetner, 70 F.4th at 645. The same principle
applies here and makes specific personal jurisdiction over SGBL consistent with due
process.
Resisting the exercise of jurisdiction, SGBL points to the Supreme Court’s general
statement that it has “consistently rejected . . . attempts to satisfy the . . . ‘minimum
contacts’ inquiry by demonstrating contacts between the plaintiff (or third parties) and
20 the forum state.” Walden v. Fiore, 571 U.S. 277, 284 (2014) (citing Helicopteros Nacionales de
Colombia, S.A. v. Hall, 466 U.S. 408, 417 (1984)). See SGBL Letter Br. at 6. SGBL urges that
LCB’s activities are such “third party” contacts that are impermissibly ascribed to it,
relying on a trio of Supreme Court cases. Id. at 6–7 (citing Walden, 571 U.S. at 284; World-
Wide Volkswagen, 444 U.S. at 291–92; and Hanson v. Denckla, 357 U.S. 235, 253–54 (1958)).
But it misunderstands these cases. Each holds that a plaintiff or a third party’s
“unilateral activity” may not form the sole basis for a forum state’s exercise of specific
personal jurisdiction over a defendant, as we explain in the margin. Walden, 571 U.S. at
286 (emphasis added). 13 In all three, and different from the circumstances before us, no
13First, in Hanson, the Supreme Court concluded that a Florida court could not exercise specific personal jurisdiction over a corporate trustee based in Delaware when the jurisdictional claim rested “solely on the contacts of the trust’s settlor,” a Florida domiciliary who executed powers of appointment in Florida. Walden, 571 U.S. at 284 (describing Hanson, 357 U.S. at 253–54). Earlier, when the corporate trustee and the settlor executed the trust, the settlor resided in Pennsylvania. Hanson, 357 U.S. at 252. The defendant trust company “transact[ed] no business” in Florida and, so far as the record showed, it had never even solicited business there. Id. at 251. “The first relationship Florida had to the agreement” was initiated unilaterally by the settlor “years later” when she moved to the state. Id. at 251–52.
Similarly, in World-Wide Volkswagen, due process barred Oklahoma courts from exercising personal jurisdiction over an automobile distributor operating in New York, New Jersey, and Connecticut, when jurisdiction was asserted based only on an automobile purchaser’s travel on Oklahoma highways, where they “happened to suffer an accident while passing through.”444 U.S. at 295.
Most recently, in Walden, the Supreme Court held that a federal district court in Nevada could not exercise specific personal jurisdiction over a defendant police officer residing in Georgia. The police officer was alleged to have seized cash from the plaintiffs while they stopped at the Atlanta airport on their way to their part-time residence in Nevada. Walden, 571 U.S. at 279–81, 288–89. He then helped draft a false affidavit in support of the forfeiture claim to the cash. Id. But the officer’s acts “formed no jurisdictionally relevant contacts with Nevada.” Id. at 289. It was instead only plaintiffs’ Nevada residence and their Nevada destination while in the Atlanta airport that formed the defendant’s only connection to the state. Id. at 280, 288–89.
21 act on the defendant’s part determined that it would be subject to putative liability in
the forum chosen by the plaintiff.
SGBL’s summons to a New York-based court to answer Plaintiffs’ claims is
attributable neither to serendipity nor to Plaintiffs’ will. Unlike the defendants in
Hanson, World-Wide Volkswagen, and Walden, SGBL was able to assess its transaction
with LCB before assuming LCB’s liabilities, and it was able to assess “where jurisdiction
over such liabilities may lie.” Lelchook III, 41 N.Y.3d at 637; see also Simmers, 394 Pa.
Super. at 490 (“[I]n today’s sophisticated world of corporate takeovers, a corporation[]
[that] assumes another’s liabilities . . . considers the possible extent of any liabilities and
where those liabilities may exist.”). The potential reach of LCB’s liabilities, and its
jurisdictional contacts, were known to SGBL at that time. SGBL cannot now reasonably
urge that due process bars subjecting it to specific personal jurisdiction based on LCB’s
conduct, which generated the very assets and liabilities that it purchased. See SGBL
Letter Br. at 7.
2. In 2011, when SGBL entered into the Agreement, the legal landscape made it foreseeable that its acquisition would render it subject to the exercise of specific personal jurisdiction in New York
As we have said, due process requires “that the defendant’s conduct and
connection with the forum State [be] such that he should reasonably anticipate being
haled into court there.” World-Wide Volkswagen, 444 U.S. at 297. SGBL contends that this
requirement is not met here. 14 It cites the legal questions raised in the Licci/Kaplan
14SGBL’s related point that foreseeability alone does not suffice for the exercise of jurisdiction is, of course, beyond dispute. See SGBL Letter Br. at 8–9. But that general point offers no support for SGBL’s position. Plaintiffs’ jurisdictional theory is not exclusively grounded in foreseeability: it also relies on SGBL’s acquisition of LCB’s liabilities. See id. at 9. And foreseeability is not irrelevant to personal jurisdiction. Rather, it is a necessary element of the due process analysis for a corporate defendant. See World-Wide Volkswagen, 444 U.S. at 297 (“[It
22 litigation, as well as in this case, that had yet to be answered definitively in 2011 when it
made its purchase and argues that the pendency of those questions made the exercise of
jurisdiction over it unforeseeable. SGBL Letter Br. at 11–12. We disagree.
Certainty of result is not necessary to establish the reasonable foreseeability that
due process requires to support specific personal jurisdiction. The defendant needs only
“fair warning” that it may be subject to the state’s authority. Bensmiller v. E.I. Dupont de
Nemours & Co., 47 F.3d 79, 85 (2d Cir. 1995); see also World-Wide Volkswagen, 444 U.S. at
297; Ford Motor Co., 592 U.S. at 360. SGBL had that fair warning. As the Fourth Circuit
wrote as early as 1990, holding a successor subject to personal jurisdiction based on the
actions of its predecessor, the “great weight” of authority existing even then permitted
“imputation of a predecessor’s actions” to its successor “whenever forum law would
hold the successor liable for its predecessor’s actions.” Madison Mgmt. Grp. 918 F.2d at
454 (internal quotation marks omitted, emphasis in original) (citing cases). SGBL does
not point to a single federal appellate or state high court decision issued before 2011 or
since that rejects this successor-jurisdiction analysis. 15
is] critical to due process” that the defendant “should reasonably anticipate being haled into court” in the forum.); Licci IV, 732 F.3d at 171–72.
15Some courts have framed successor jurisdiction in part as a matter of consent. See Stein, 382 N.C. at 559 (“[W]hen a successor corporation assumes the liabilities of its corporate predecessors, the successor in effect consents to be held liable in the same locations where its predecessor would have been exposed.” (quoting Simmers, 394 Pa. Super. at 490)); Jeffrey, 448 Mich. at 194 (same); cf. Mallory, 600 U.S. at 138 (plurality) (“[A]ll International Shoe did was stake out an additional road to jurisdiction over out-of-state corporations. . . . Our precedents have recognized, too, that ‘express or implied consent’ can continue to ground personal jurisdiction—and consent may be manifested in various ways by word or deed.” (citations omitted)). That rubric could offer a persuasive way of understanding an express assumption of assets and unlimited liabilities, we agree. But Plaintiffs here did not advance a consent theory of specific personal jurisdiction, and so we will not examine it further.
23 As to the claims asserted and their relationship to LCB’s contacts in New York,
first, the possibility of ATA liability for LCB was apparent at the time of the Agreement.
By the time SGBL acquired LCB’s assets and liabilities in June 2011, the Treasury
Department had designated LCB a “primary money laundering concern.” App’x at 51
¶ 117. The Licci litigation had begun, based on allegations of LCB’s repeated, deliberate
use of its New York bank correspondent account to support Hizbollah; indeed, it was
already the subject of an appeal to this Court. See Licci IV, 732 F.3d at 166–68. When a
successor company adopts liabilities that are “no secret” and for which the predecessor
has already been subject to public legal battles, the successor has ample notice that it
might become liable “in any venue” where liability accrued. Stein, 382 N.C. at 563.
When it acquired LCB’s assets and liabilities, SGBL thus had fair warning that LCB’s
contacts in New York might subject it to suit there for ATA claims related to LCB’s
alleged support for and facilitation of Hizbollah’s terrorist acts. 16
SGBL further denies that it was reasonably foreseeable that it would be subject to
suit in New York based on a theory of secondary liability under JASTA. It observes that
Plaintiffs’ secondary liability claims were not viable until 2016, when JASTA was
enacted to include aiding-and-abetting liability for terrorist acts under the ATA. See
JASTA, Pub. L. No. 114-222, § 4(d), 130 Stat. 852, 854 (2016) (codified at 18 U.S.C. §
16For the same reason, we reject SGBL’s other attempts to narrow the applicability of New York’s successor liability rule––for instance, its argument that specific jurisdiction might be properly limited to circumstances in which the “underlying lawsuit for which a plaintiff seeks to hold an entity liable on a successor theory . . . is pending in New York at the time of the asset- and-liability purchase.” SGBL Letter Br. at 7.
24 2333(d)). 17 It therefore could not reasonably have known when it entered the Agreement
in 2011, it asserts, that LCB would be vulnerable to aiding-and-abetting claims.
It is true that “[a] plaintiff must establish the court’s jurisdiction with respect to
each claim asserted,” and we therefore must consider both whether the court had
jurisdiction to hear the Plaintiffs’ primary liability claims against SGBL (under the ATA)
and their secondary liability claims (under JASTA). Charles Schwab Corp. v. Bank of Am.
Corp., 883 F.3d 68, 83 (2d Cir. 2018) (internal quotation marks omitted). But the court’s
exercise of specific personal jurisdiction over SGBL on the secondary liability claims,
too, satisfies due process. It is enough that (1) the claims “arise out of or relate to [LCB’s
imputed] contacts with the forum,” Ford Motor Co., 592 U.S. at 359 (internal quotation
marks omitted), as Plaintiffs’ aiding-and-abetting claims do; (2) SGBL could reasonably
anticipate being subjected to ATA-related liability in New York based on LCB’s alleged
in-forum conduct and affiliation with Hizbollah; and (3) SGBL, in the Agreement,
assumed the assets and liabilities of LCB––and thus its contacts. See App’x at 53 ¶ 126,
61 (specifying liabilities “of any kind,” “determined, determinable or otherwise”). In
these circumstances, due process does not require that SGBL be allowed to invoke a
putative jurisdictional barrier and avoid one set of LCB’s potential liabilities. 18
17 In JASTA, Congress made these ATA amendments retroactively available to a plaintiff in any
action pending when, or filed after, it enacted JASTA. See JASTA, Pub. L. No. 114-222, § 7, 130 Stat. 852, 855 (2016).
18SGBL urges that Plaintiffs’ claims lack the “connection between the forum and the specific claims at issue” necessary for specific personal jurisdiction, as identified in Bristol-Myers Squibb v. Superior Ct. of California, 582 U.S. 255, 265 (2017). It suggests that the suit therefore does not arise from or relate to LCB’s New York contacts. SGBL Letter Br. 14–15. It emphasizes that Plaintiffs are not New York residents; that they did not suffer harm in New York; and its view that the conduct complained of did not “occur” in New York. Id. But this argument is squarely foreclosed by Licci IV. There, we held that the requisite “affiliation between the forum and the underlying controversy” existed where a bank “deliberate[ly] and recurring[ly]” uses a New York correspondent relationship to execute the transactions that gave rise to the claims. Licci IV,
25 B. Reasonableness factors: traditional notions of fair play and substantial justice
In addition to satisfying the “minimum contacts” and “relatedness”
requirements, the exercise of jurisdiction over a defendant must “comport with fair play
and substantial justice.” Licci IV, 732 F.3d at 170 (quoting Burger King, 471 U.S. at 476).
To determine whether this requirement is satisfied, we consider the following factors:
“(1) the burden that the exercise of jurisdiction will impose on the defendant; (2) the
interests of the forum state in adjudicating the case; (3) the plaintiff’s interest in
obtaining convenient and effective relief; (4) the interstate judicial system’s interest in
obtaining the most efficient resolution of the controversy; and (5) the shared interest . . .
in furthering substantive social policies.” Am. Girl, LLC v. Zembrka, 118 F.4th 271, 279
(2d Cir. 2024), cert. denied sub nom. Zembrka v. Am. Girl, LLC., 145 S. Ct. 1130 (2025). It is
only in an “exceptional situation” will we find the exercise of specific personal
jurisdiction “unreasonable” once minimum contacts and the claims’ relationship to the
forum are sufficiently established. In re Platinum & Palladium Antitrust Litig., 61 F.4th
242, 274 (2d Cir. 2023), cert. denied sub nom. BASF Metals Ltd. v. KPFF Inv., Inc., 144 S. Ct.
681 (2024).
On review, we conclude that these reasonableness factors readily permit the
court’s exercise of specific personal jurisdiction over SGBL here.
1. The burden on the defendant
We have no doubt that, as SGBL complains, the burden on it to litigate in New
York may be significant. SGBL is based in Lebanon; the 2006 attacks occurred in Israel;
732 F.3d at 170–73; see also Spetner, 70 F.4th at 645–46 (use of correspondent was “sufficiently related” to injuries because the account “was an instrument to achieve the very wrong alleged” where funds transferred supported terrorist activity (internal quotation marks omitted)). The place of Plaintiffs’ residence does not change this conclusion. See Keeton v. Hustler Mag., Inc., 465 U.S. 770, 779–81 (1984).
26 and Plaintiffs, all but one of whom are American citizens, live outside of New York, and
indeed, outside of the United States. As a result, “many of the documents and witnesses
relevant to this litigation are located abroad.” Licci IV, 732 F.3d at 174. This factor
plainly cuts in SGBL’s favor.
Still, we conclude that this burden is a manageable one. As we have said before,
“the conveniences of modern communication and transportation ease any burden the
defense of this case in New York might impose on [SGBL].” Id. (internal quotation
marks omitted). The company’s required appearance in New York would not place on
it an insurmountable or even undue burden.
2. The interests of the forum state
While the attacks that caused harm occurred in Israel, not in New York,
Plaintiffs’ claims against SGBL stem from its predecessor’s “use of a correspondent
account [in New York] to support a terrorist organization.” Id. As a result, and as has
we have earlier recognized, the suit implicates “the United States’ and New York’s
interest in monitoring banks and banking activity to ensure that its system is not used
as an instrument in support of terrorism, money laundering, or other nefarious ends.”
Id.; see also Spetner, 70 F.4th at 646 (recognizing that the forum’s interest in monitoring
bank activity may be “heightened” when a nesting set of correspondent accounts is
used to shield a bank’s identity); Am. Girl, 118 F.4th at 280 (recognizing New York’s
“exceptionally strong interest” in protecting businesses in the state from unlawful
foreign activity). This factor cuts in favor of exercising jurisdiction in New York over
SGBL on these claims.
3. Plaintiffs’ interest in convenient and effective relief
It is evident that Plaintiffs would likely struggle to “obtain[] convenient and
effective relief” in the absence of the New York federal court’s exercise of jurisdiction in
27 this case. Licci IV, 732 F.3d at 170. The record before us suggests that LCB has not been
dissolved—at least for the purpose of actively litigating the many suits brought against
it. But, as mentioned above, the company stated in 2017 that it was “defunct, insolvent,
and unable to pay any judgment rendered against it.” Brief in Opposition to Petition for
Writ of Certiorari at 4, Licci v. Lebanese Canadian Bank, SAL, 584 U.S. 959 (2018) (No. 16-
778), 2017 WL 712025, at *4. The record provides little basis to conclude otherwise. 19 If
so, Plaintiffs have at best remote—and likely illusory—prospects of success in receiving
redress from LCB.
Relatedly, and as observed above in connection with the general rule of successor
liability, a holding in SGBL’s favor on its jurisdictional defense would both enable and
incentivize companies to pass their assets on to successors in other jurisdictions and
“shield[] [them] from direct claims for . . . liabilities in that forum.” Lelchook III, 41
N.Y.3d at 638. Plaintiffs would need “to directly sue the successor in a forum that may
. . . be less favorable,” reducing the value of their claims and requiring they “absorb
those costs themselves.” Id. That would be a particularly concerning outcome in this
case, where SGBL has not even tried to demonstrate that Plaintiffs would be able to
seek, never mind obtain, the relief they request in Lebanon, SGBL’s place of
incorporation and principal place of business. Denying jurisdiction would harm
Plaintiffs’ reasonable interests in pursuing effective relief. See Fuld, 145 S. Ct. at 2107
(acknowledging, in dicta, the “strong interest” of U.S. citizen plaintiffs in “seeking
justice through an ATA damages action in U.S. courts”).
19As alleged in the operative complaint, LCB obtained $580 million in exchange for its assets and liabilities. The record does not show what has happened to these funds. In the procedural posture of this case, we must credit Plaintiffs’ allegation that, despite the large payment, LCB is now defunct and unable to satisfy a judgment against it on these claims.
28 4. International comity; efficient administration of justice; fairness
SGBL urges next that “considerations of international rapport and comity”
counsel against the exercised of specific personal jurisdiction here, as do concerns about
the efficient administration of justice. SGBL Letter Br. at 13 (internal quotation marks
omitted, alterations adopted). These arguments fail to persuade us. Our decisions
suggest that these concerns, explored by the Supreme Court in Daimler v. Bauman, 571
U.S. 117 (2014), are most salient when a court attempts to subject a foreign entity to the
general jurisdiction of a state. See In re Platinum & Palladium Antitrust Litig., 61 F.4th at
274. Undoubtedly, international rapport may suffer when a court in one sovereign
jurisdiction takes an unjustifiably expansive view of its general jurisdiction over foreign
entities. But “[t]he international rapport concerns of Daimler do not apply equally in a
case . . . that involves specific jurisdiction.” Id. For that reason, the alarming specters
that SGBL invokes—premised on the concept that permitting specific personal
jurisdiction here will, for example, discourage foreign investment in the United States
and harm foreign and interstate commerce—have no traction. See SGBL Letter Br. at 13–
14. A court’s exercise of specific personal jurisdiction on claims that are among
voluntarily acquired liabilities is hardly “unduly expansive and unpredictable.” See id.
at 13.
Nor is SGBL correct in claiming that judicial efficiency concerns should foreclose
the exercise of specific personal jurisdiction here. See SGBL Letter Br. at 13–14. It
complains that the possible inconvenient location of witnesses and of evidence will
impair judicial efficiency as well as burden SGBL as a litigant. Id. at 13. But, as explained
above, these concerns are adequately abated by modern technology.
And although SGBL also emphasizes its view that it is “simply unfair” to force
the company “to litigate Plaintiffs’ claims almost ten years after the transaction (and 15
years after their alleged injuries),” SGBL Letter Br. at 14, legislative bodies in the United
29 States have adopted lengthy statutes of limitations in terrorism cases to help enable
victims to recover damages from responsible parties. See 18 U.S.C. § 2335(a)
(establishing 10-year limitations period under the ATA). In these circumstances,
allowing the case to proceed hardly strikes us as unfair. Rather, we agree with Plaintiffs
that it would be a truly unfair outcome and would hinder the efficient administration of
justice to deny them a New York forum in the circumstances presented here. And in our
view, due process presents no bar.
5. Policy considerations
Finally, SGBL insists that LCB’s contacts cannot be imputed to it for personal
jurisdiction purposes because the two banks are not “one” or “the same entity,” as in
the case of statutory mergers, de facto mergers, parent-subsidiary relationships, or
corporate reorganizations. See SGBL Letter Br. at 9–11. 20 In essence, it asks us to create a
rule denying specific personal jurisdiction over a successor entity if the successor and
predecessor are not effectively one another’s alter egos.
Such a rule would require the Court to close its eyes to the reality of the
relationship between these two banks. But “for personal jurisdiction, we look through
form to substance.” Oklahoma Firefighters Pension & Ret. Sys., 92 F.4th at 456–57.
Although LCB still formally exists as a separate entity, SGBL’s acquisition resembles a
merger in key respects. 21 As this Court has previously explained, “a distinguishing
feature” between “a merger” and a simple asset purchase is that, under the former, the
merged entity “is subject to all the liabilities of the acquired companies.” U.S. Bank Nat’l
20SGBL does not present the arguments discussed here as matters of “policy” in its letter brief, see SGBL Letter Br. at 14, but these are policy arguments, no matter how framed.
21We note, indeed, that the record excerpt of the Agreement provides that it was entered into under the “Facilitating Bank Merger” law of Lebanon, a fact that the parties have neither highlighted nor explained. App’x at 61.
30 Ass’n v. Bank of Am. N.A., 916 F.3d 143, 155–56 (2d Cir. 2019) (quoting James D. Cox &
Thomas Lee Hazen, 4 Treatise on the Law of Corporations § 22:8). That is no distinction
here, however, where SGBL expressly acquired all of LCB’s liabilities.
As courts applying successor liability theories have described, allowing specific
personal jurisdiction in this setting helps to prevent abuse of the corporate form by
wrongdoers and helps maintain legitimate avenues of recourse for plaintiffs. See Ostrem,
841 N.W.2d at 897 (warning against a rule that would allow “corporations and other
entities . . . to shirk liability by switching names”); Stein, 382 N.C. at 560 (same); Jeffrey,
448 Mich. at 195 (same); Lelchook III, 41 N.Y.3d at 638. LCB is a distinct legal entity, true.
But that separate identity provides cold comfort to Plaintiffs if LCB is judgment-proof,
as they allege. As the New York Court of Appeals observed, it makes little sense to
require Plaintiffs to jump through the hoops of suing SGBL outside the United States
when SGBL voluntarily undertook liabilities that LCB created in this forum. See Lelchook
III, 41 N.Y.3d at 638 (expressing concern against “‘catch me if you can’ gamesmanship,”
if Plaintiff’s sole remedy is to sue SGBL in other jurisdictions).
SGBL presses further that permitting successor liability is unnecessary, because a
fraudulent asset-and-liability purchase “may constitute fraud within or on the State of
New York,” which would independently constitute a forum contact; therefore, it
reasons, a bright line rule would not allow bad actors to exploit a ruling that denies
jurisdiction here. SGBL Letter Br. at 7–8. But still, as described, such a ruling would
leave Plaintiffs with a less favorable forum, an additional burden of showing fraud, and
claims “perhaps . . . significant[ly]” reduced in value. Lelchook III, 41 N.Y.3d at 638. If we
were to hold for SGBL, a predecessor facing substantial liability in New York could
render itself effectively judgment-proof even where no fraud occurs. In fact, we reject
any formal distinction between cases involving statutory and de facto mergers, or
corporate alter egos and reorganizations, on the one hand, and cases involving the
31 wholesale assumption of assets and liabilities in a way that would needlessly redound
to the benefit of wrongdoers, on the other. Such an outcome would not further the goal
of “substantial justice.”
* * *
Although SGBL doubtless faces a burden in being required to litigate in New
York, it is a manageable and not unfair burden, and all of the remaining
“reasonableness factors” favor Plaintiffs. We conclude that the exercise of specific
personal jurisdiction over SGBL in New York does not offend traditional notions of fair
play and substantial justice.
CONCLUSION
Under New York law, SGBL’s purchase of LCB’s assets and liabilities means that
it also acquired LCB’s jurisdictional status. SGBL’s decision to enter into the Agreement
satisfies the “purposeful availment” requirement of our due process assessment; it was
foreseeable at the time of purchase that the Agreement would render SGBL subject to
suit in New York on the claims asserted here; and considerations of fair play and
substantial justice support the district court’s exercise of specific personal jurisdiction
over SGBL in New York.
We therefore conclude that New York law allows and due process permits the
exercise of specific personal jurisdiction over SGBL as LCB’s successor.
For the foregoing reasons, we VACATE the order of the district court dismissing
this action and REMAND for further proceedings consistent with this decision.
Related
Cite This Page — Counsel Stack
Lelchook v. Société Générale De Banque Au Liban S.A.L., Counsel Stack Legal Research, https://law.counselstack.com/opinion/lelchook-v-societe-generale-de-banque-au-liban-sal-ca2-2025.