Alzal Corp. v. Emporio Motor Group, L.L.C., 072613 NYSDC, 13 2636 (LTS)

Docket Nº13 Civ. 2636 (LTS)
Opinion JudgeLAURA TAYLOR SWAIN, District Judge.
Party NameALZAL CORP., Plaintiff, v. EMPORIO MOTOR GROUP, L.L.C. et al., Defendants.
Case DateJuly 26, 2013
CourtUnited States District Courts, 2nd Circuit, Southern District of New York

ALZAL CORP., Plaintiff,


EMPORIO MOTOR GROUP, L.L.C. et al., Defendants.

No. 13 Civ. 2636 (LTS)

United States District Court, S.D. New York.

July 26, 2013



Plaintiff Alzal Corporation ("Plaintiff" or "Alzal") brings this action against Defendants Emporio Motor Group, L.L.C. ("Emporio") and Emporio's principal, Afzal A. Khan ("Khan") (collectively, "Defendants"), asserting claims for breach of contract and tortious interference with a sublease. Defendants have moved to dismiss the Complaint for improper venue and lack of personal jurisdiction. The Court has reviewed carefully all of the parties' submissions. For the following reasons, the Court finds that venue is improper in the Southern District of New York for Plaintiffs' tortious interference claim but, rather than dismissing only that claim, the Court transfers the entire action to the United States District Court for the District of New Jersey where venue is proper for both of Plaintiff's causes of action and where there is personal jurisdiction over the Defendants.


In or about January 2012, Plaintiff's principal, Ilya Igdalev ("Igdalev"), entered into an agreement with Emporio's principal, Khan, to jointly operate a car dealership out of premises located in New Jersey. (Compl. ¶ 7.) The joint venture ended in or about August 2012, when Emporio changed the locks, refused to allow persons affiliated with Alzal onto the premises, and instructed Igdalev to remove his equipment immediately. (Id. ¶ 13.) In its first cause of action, Plaintiff seeks compensation for the cost of rent, equipment and renovations that it incurred prior to Defendants' purported contractual breach. (Id. ¶¶ 16-24.) In its second cause of action, Plaintiff seeks damages for legal fees and increased rent flowing from Defendants' alleged tortious interference with the sublease for the dealership premises. (Id. ¶¶ 25-27.) Defendants move to dismiss the Complaint for lack of personal jurisdiction and for improper venue under Federal Rules of Civil Procedure 12(b)(2) and 12(b)(3). In response to Defendants' motion, Plaintiff has proffered allegations, reviewed below, that the parties engaged in relevant negotiations and other actions in New York, and intended that business activities relevant to New Jersey auto sales would take place in New York. Defendants dispute these allegations.


Motion to Dismiss the Complaint for Lack of Personal Jurisdiction

A federal court sitting in diversity may exercise personal jurisdiction "to the same extent as courts of general jurisdiction in the state in which it sits." Madison Models, Inc. v. Casta, No. 01 Civ. 9323 (LTS)(THK), 2003 WL 21978628, at *1 (S.D.N.Y. Aug. 20, 2003) (citing Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez , 305 F.3d 120, 124 (2d Cir. 2002)). Based on the totality of each Defendants' contacts within New York state, the Court must determine whether New York law would support an exercise of personal jurisdiction, and whether an exercise of personal jurisdiction would violate the Due Process Clause of the Fourteenth Amendment. See, e.g., Agency Rent A Car Sys., Inc. v. Grand Rent A Car Corp. , 98 F.3d 25, 29 (2d Cir. 1996) (performing full jurisdiction analysis); see also Bank Brussels Lambert , 305 F.3d at 124 (same).

Sections 302(a)(1) and (a)(3) of New York's long-arm statute are applicable here. N.Y. C.P.L.R. § 302. Under § 302(a)(1), a court may exercise jurisdiction over a nondomiciliary who "transacts any business within the state or contracts anywhere to supply goods or services in the state" for claims that arise out of these acts. Id. at § 302(a)(1). Under § 302(a)(3), a non-domiciliary who "commits a...

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