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Worldscape, Inc v. Sails Capital Management

August 5, 2011

WORLDSCAPE, INC., PLAINTIFF,
v.
SAILS CAPITAL MANAGEMENT, S.A.R.L., STEPHANE LAMBERT, GREG NEELY, AND VONTOBEL GROUP, DEFENDANTS.



The opinion of the court was delivered by: Kugler, United States District Judge:

NOT FOR PUBLICATION (Doc. No. 19)

OPINION

This matter comes before the Court on a motion by Defendant VT Wealth Management ("VTWM") (a/k/a "Vontobel Group," "Vontobel," or "Bank Vontobel")*fn1 to dismiss Plaintiff WorldScape, Inc.'s ("WorldScape") Amended Complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2). The Amended Complaint asserts state-law claims against VTWM for tortious interference with contractual relations, promissory estoppel, and aiding and abetting fraud. For the reasons expressed below, the Court will DENY VTWM's motion to dismiss in favor of limited jurisdictional discovery.

I. BACKGROUND

WorldScape is a New Jersey corporation with its principal place of business in New Jersey. (Am. Compl. ¶ 10).*fn2 Peter Rogina is the President of WorldScape. (Id. ¶ 22). WorldScape hired Randall Platt of York Capital Management to assist in its operations. (Id. ¶ 3). Sails Capital Management, Sarl ("Sails") is a Luxembourg corporation with its principal place of business in Luxembourg. (Id. ¶ 11). Stephane Lambert, a principal of Sails, is a citizen of Canada and maintains a residence in Switzerland. (Id. ¶ 13). Greg Neely, a second principal of Sails, is a citizen of Ohio. (Id. ¶ 14). VTWM is a Swiss corporation with its principal place of business in Switzerland. (Id. ¶ 15).

In February 2008, Rogina met with Lambert and Neely, to discuss an investment in WorldScape. (Id. ¶ 4). In June 2008, Sails allegedly induced WorldScape to enter into a "stand still and no shop" letter agreement, which precluded WorldScape from soliciting other investments without Sails's consent. (Id. ¶ 5; see Am. Compl. Ex. A). In November 2008, WorldScape and Sails executed a "Subscription Agreement," pursuant to which Sails agreed to provide WorldScape with $10 million in cash in return for a substantial stake in WorldScape. (Id. ¶ 6; see Am. Compl. Ex. B).

Over the next eighteen months, Sails allegedly failed to perform under the Subscription Agreement. (Id. ¶ 9). As a result, WorldScape contacted representatives of Vontobel to obtain confirmation that Sails had the financial assets necessary to satisfy its contractual obligations.*fn3

(Aff. of Peter Rogina ¶ 10). In April 2009, Sails provided WorldScape with a "Good Standing Letter" to validate that Sails maintained accounts at Vontobel with assets sufficient to satisfy its obligation to WorldScape. (Aff. of Peter Rogina Ex. B, at 1). Two Vontobel Officers signed the Good Standing Letter, which "confirmed that Sails had over 100 million Swiss Francs and that it was a 'client in good standing' with Bank Vontobel AG." (Opp'n Br. 4; see Aff. of Peter Rogina ¶ 12; Aff. of Peter Rogina Ex. B, at 2).

On May 5, 2009, Rogina initiated a telephone conference call with Lambert and Reto Marti ("Marti"), a client manager for Vontobel,*fn4 during which "Lambert authorized Marti to provide WorldScape with information regarding Sails and its accounts at Vontobel."*fn5 (Opp'n Br. 4-5). During that telephone call, and subsequent telephone communications, Rogina informed Marti of the "time-sensitive strategic business opportunities in which WorldScape was engaged and for which WorldScape was seeking funding." (Opp'n Br. 5; see Aff. of Peter Rogina ¶¶ 13-15). Moreover, Rogina claims that he told Marti that he was calling from New Jersey, that WorldScape was a New Jersey corporation with significant business opportunities and relationships with other New Jersey corporations, and that WorldScape was under significant pressure from its New Jersey-based debt holders. (Id.; see Aff. of Peter Rogina ¶¶ 13-15). Rogina also stated that during this initial telephone conference call, "Marti confirmed the authenticity of the Good Standing Letter and the facts contained therein."*fn6 (Id.; see Aff. of Peter Rogina ¶ 17).

On May 19, 2009, after Sails informed WorldScape that Vontobel had received a collateral trust bond secured by Sails' financial assets, Rogina called and subsequently emailed Marti for confirmation. (Am. Compl. ¶ 59). Marti did not respond to Rogina's calls and emails, and Vontobel did not transfer funds to WorldScape.*fn7 (Id. ¶ 60). On May 28, 2009, Rogina and Platt initiated a second telephone conference call with Marti. (Id. ¶ 62). Rogina affirmed that, on this telephone call, "Marti confirmed . . . (1) the receipt of collateral bonds[;] (2) the existing wire orders to WorldScape[;] and (3) the timing of the settlement date." (Opp'n Br. 6; see Aff. of Peter Rogina ¶ 31). In reliance on Marti's representations, WorldScape again extended the Payment Deadline terms to Sails, but Vontobel still did not transfer funds to WorldScape. (Opp'n Br. 6; see Aff. of Peter Rogina ¶ 31).

On June 8, 2009, Rogina and Platt initiated a final telephone conference call with Marti. (Am. Compl. ¶ 64). Rogina claims that, on this call, Marti told him that Sails had arranged for another bank to take possession of certain bonds necessary for Vontobel to release funds to WorldScape and that Marti expected the process to be complete by the following day. (Aff. of Peter Rogina ¶ 33). Rogina further affirmed that he and Platt "purposefully informed Marti of both WorldScape's reliance on his representations and the very serious consequences to WorldScape's operations and financial condition if Vontobel failed to wire the required funds."

(Id.). Again, Vontobel did not transfer funds to WorldScape. (Opp'n Br. 7). In mid-June 2009, Rogina learned that Marti no longer worked for Vontobel.*fn8 (Id.). Soon thereafter, Rogina stated that Lambert and Neely told him that Marti had begun working for Sails to assist in the process of facilitating the funding of WorldScape and other deals. (Aff. of Peter Rogina ¶ 38).

On August 17, 2010, WorldScape filed the Complaint. The Complaint alleges the following causes of action against Vontobel: (1) tortious interference with contract (Am. Compl. ¶¶ 94-98); (2) promissory estoppel (id. ¶¶ 99-103); (3) fraud (id. ¶¶ 104-110); and (4) aiding and abetting fraud (id. ¶¶ 111-16). WorldScape argues that Vontobel either: (1) "commited fraud by confirming that Sails had funds that it did not;" (2) "aided and abetted Sails's fraud"; or (3) "interfered with Sails's obligation to provide funding to WorldScape under the terms of the Subscription Agreement." (Opp'n Br. 7; see Am. Compl. ¶¶ 104-10, 111-16, 94-98). Furthermore, WorldScape argues that "[t]he actions of Vontobel caused substantial losses to WorldScape." (Opp'n Br. 7). VTWM argues that the Court should dismiss WorldScape's Amended Complaint because "under New Jersey law, there is no long[-]arm jurisdiction over [VTWM], and WorldScape cannot satisfy the due[-]process requirements of the Fourteenth Amendment of the United States ...


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