The opinion of the court was delivered by: WOLIN
This matter was decided on the papers pursuant to Rule 78 of the Federal Rules of Civil Procedure. The following are counsel of record:
USCHER, QUIAT, USCHER & RUSSO
(Attorneys for Plaintiff)
COLE, SCHOTZ, MEISEL, FORMAN & LEONARD
Hackensack, NJ 07602-0800
(Attorneys for Defendant)
This case is here on the motion of defendant, Page, Scrantom, Sprouse, Tucker & Ford, P.C. ("Page, Scrantom"), for the following relief: (1) dismissal of the claims of plaintiff, Danka Funding Company, L.L.C. ("DFC"), for lack of personal jurisdiction under Federal Rule of Civil Procedure 12 (b)(2); (2) dismissal of plaintiff's claims for failure to comply with N.J.S.A. 42:2B-57.a, requiring registration in New Jersey of foreign limited liability companies doing business in this state desiring to bring suit in New Jersey; or, in the alternative, (3) transfer of venue, under 28 U.S.C. § 1404, to the United States District Court for the Middle District of Georgia. The Court has considered these matters under Federal Rule of Civil Procedure 78. For the reasons stated herein, defendant's motion will be denied.
Page, Scrantom is a law firm with its sole office in Columbus, Georgia. (George Scrantom Cert. P 1). It does no business in New Jersey and has no ties to New Jersey other than this lawsuit. (Id. P 2).
DFC is a New York limited liability company engaged in the business of acquiring, pledging, holding, and disposing of certain leases and equipment or interests, issuing non-recourse obligations, and related acts. (Michael Quiat Aff., Ex. D). It claims its principle place of business in New Jersey. (Nancy Bosch Aff. P 1; Michael Quiat Aff., Ex. B). DFC was registered in New Jersey from December 21, 1995, until May 15, 1997, at which point the registration lapsed or was withdrawn. (Bosch Aff. P 12; See David Kohane Cert., Ex. A). Due to the lapse, it appears that DFC was unregistered at the time it filed its complaint in New Jersey; it has since re-registered on May 7, 1998. (Bosch Aff. P 12; Quiat Aff., Ex. D).
On January 29, 1997, Page, Scrantom entered into a lease to rent two Konica copiers and related equipment ("the Lease"). (Scrantom Cert., Ex. A.) The Lease was signed in Georgia, and its terms required Page, Scrantom to keep and use the equipment only at the firm's Columbus, Georgia address. (Id.).
The supplier on the Lease is listed as "DANKA", with an address in Columbus, Georgia. This Court understands that "DANKA" stands for Danka Industries and/or DANKA OFFICE IMAGING COMPANY (hereinafter "Danka"), a Delaware corporation. (See Davis Laney Aff., Ex. A; Defendant's Reply Brief, p. 1). The Lessor is listed as "American Business Credit Corporation" ("ABCC"), with an address in St. Petersburg, Florida. (Laney Aff., Ex. A). ABCC is identified on the Lease's letterhead as "A Danka Company", and the copyright of the Lease identifies the lease-form as created and used by ABCC. (See Id.). Both ABCC and Danka are alleged to have their principle places of business in Florida; Page, Scrantom, however, did business with those companies through a Columbus, Georgia office. (Defendant's Reply Brief, p. 1).
The Lease contains a choice of law/forum-selection clause on its back, where the following language is printed in bold:
CHOICE OF LAW: THIS RENTAL AND EACH SCHEDULE SHALL BE GOVERNED BY THE INTERNAL LAWS FOR THE STATE IN WHICH OUR OR OUR ASSIGNEE'S PRINCIPAL CORPORATE OFFICES ARE LOCATED. YOU CONSENT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN OUR OR OUR ASSIGNEE'S STATE, AND WAIVE ANY OBJECTION RELATING TO IMPROPER VENUE. (Scrantom Cert., Ex. A).
Subsequent to the execution of the Lease, it was assigned to DFC. ...