Lelchook v. Société Générale de Banque au Liban S.A.L.

• Court: U.S. Court of Appeals — Second Circuit
• Writing for the Court: Carney, Circuit Judge
• Citation: Lelchook v. Société Générale de Banque au Liban S.A.L., 147 F.4th 226 (2nd Cir. 2025)
• Docket Number: Docket No. 21-975,August Term, 2021
• Decision Date: 11 August 2025
• Parties: 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.

147 F.4th 226

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.^*

Docket No. 21-975

August Term, 2021

United States Court of Appeals, Second Circuit

Argued: May 17, 2022

Decided: August 11, 2025

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.

Before: Raggi, Wesley, and Carney, Circuit Judges.

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 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, 190 N.Y.S.3d 2, 211 N.E.3d 92 (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, 215 N.Y.S.3d 66, 239 N.E.3d 172 (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.

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 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 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

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, 960 N.Y.S.2d 695, 984 N.E.2d 893. 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, 960 N.Y.S.2d 695, 984 N.E.2d 893.

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...