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L.T. Overseas, Ltd. v. Dabur India, Ltd.

United States District Court, D. New Jersey

November 27, 2017

L.T. OVERSEAS, LTD, Plaintiff,
v.
DABUR INDIA, LTD, et al. Defendants.

          MEMORANDUM AND ORDER

          PETER G. SHERIDAN, U.S.D.J.

         This matter comes before the Court on Defendant Dabur International LTD, USA's motion to dismiss Plaintiff's Complaint against Defendants Dabur India LTD and Dabur International Dubai, pursuant Federal Rule of Civil Procedure 12(b)(2). (ECF No. 9). Plaintiff asserts state-law contract claims against Defendants. For the reasons set forth below, Defendant's motion is granted in part and denied in part.

         Background

         This case arises from a foreign company's alleged breach of contract. Plaintiff SLT Foods is a successor in interest to L.T. Overseas, Ltd. (hereinafter, “L.T. Overseas”), a New Jersey-based business. (Complaint at 1). In 2008, L.T. Overseas entered into a contract with Defendant Dabur International, LTD, USA, (hereinafter, “Dabur USA”) to import goods manufactured by Dabur India, Ltd. (hereinafter, “Dabur India”). (Id. 2). Thereafter, Plaintiff claims Defendants breached the contract. (Id.). Specifically, Plaintiff alleges, “Defendants failed to distribute products as agreed upon through its United States representative, Dabur International, Ltd., USA and failed to compensate plaintiff for the stocking costs incurred under the parties' agreements and actions on those agreements.” (Id.). As a result, Plaintiff claims to have incurred $206, 991.00 in losses; however, Defendants have apparently paid Plaintiff $61, 486.00 as “partial payment on settlement” of Plaintiffs losses. (Id. at 4). As such, Plaintiff presently claims that $145, 405.00 is “due and owing.” (Id.).

         According to the Complaint, Dabur India, is an Indian company with its principal place of business in Kaushambi, India. (Id. at 2). Dabur International Dubai, Ltd. (hereinafter, “Dabur Dubai”) is a Dubai-based company with its principal place of business in Jebel Ali, Dubai. (Id.). Dabur USA is Chicago-based company, which was formerly located in Princeton, New Jersey. (Id. at 1-2).

         In seeking to establish personal jurisdiction, Plaintiff attaches to its Brief in Opposition the sworn affidavit of the President of L.T. Overseas, Sandip Patel. (ECF. No. 12-1). According to the Patel affidavit, in 2005, Dabur USA opened an office in Princeton, New Jersey “for the marketing and sales of products to retailers.” (Id. at ¶ 15). Two years later, in 2007, a Dabur USA representative offered L.T. Overseas an opportunity to serve as “stockist” of Dabur products. (Id. at ¶ 4). According to the agreement, L.T. Overseas served as a Dabur wholesaler and distributed Dabur products throughout New Jersey, the United States, and Canada. (Id. at ¶ 13). Patel claims that all business decisions and agreements between L.T. Overseas and Dabur USA were made by Dabur India. (Id. at ¶ 9). Moreover, according to Patel, L.T. Oversea's settlement agreement with Dabur USA, was overseen and approved by Dabur India. (Id. at ¶ 17). The Patel affidavit also describes the corporate structure of the Dabur-related entities: “In our dealings with these Dabur individuals and companies they acted like and held themselves out as a single entity ‘Dabur Products' following the directors of a single hierarchy of the home based company. The actions and individual companies were not distinguishable.” (Id. at ¶ 11).

         Plaintiff brings five causes of action based on state law: (1) breach of contract; (2) “general equitable relief”; (3) breach of settlement agreement; (4) unjust enrichment; (5) wrongful appropriation. Defendants contend Plaintiff's Complaint should be dismissed, since it lacks personal jurisdiction over Dabur India and Dabur Dubai.

         Legal Standard

          Pursuant to Federal Rule of Civil Procedure 12(b)(2), a complaint may be dismissed for lack of personal jurisdiction. “If an issue is raised as to whether a court lacks personal jurisdiction over a defendant, the plaintiff bears the burden of showing that personal jurisdiction exists.” Marten v. Godwin, 499 F.3d 290, 295-96 (3d Cir. 2007). “[C]ourts reviewing a motion to dismiss a case for lack of in personam jurisdiction must accept all of the plaintiff's allegations as true and construe disputed facts in favor of the plaintiff.” Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 142 n.1 (3d Cir. 1992). “The plaintiff must sustain its burden of proof through sworn affidavits or other competent evidence.” North Penn Gas Co. v. Corning Natural Gas Corp., 897 F.2d 687, 689 (3d Cir. 1990) (internal quotation marks and citation omitted). Moreover, “the plaintiff must establish either that the particular cause of action sued upon arose from the defendant's activities within the forum state (‘specific jurisdiction') or that the defendant has ‘continuous and systematic' contacts with the forum state (‘general jurisdiction').” Provident Nat'l Bank v. California Fed. Sav. & Loan Ass'n., 819 F.2d 434, 437 (3d Cir. 1987) (citations omitted).

         Under Federal Rule of Civil Procedure 4(k), “a federal district court may assert personal jurisdiction over a nonresident of the state in which the court sits to the extent authorized by the law of that state.” Marten, 499 F.3d at 296 (quoting Provident Nat'l Bank, 819 F.2d at 437). Pursuant to the New Jersey long-arm rule, N.J. Ct. R. 4:4-4(c), personal jurisdiction in New Jersey “extends to the limits of the Fourteenth Amendment Due Process protection.” Carteret Sav. Bank, FA, 954 F.2d at 145. Therefore, this Court is “constrained, under New Jersey's long-arm rule, only by the ‘traditional notions of fair play and substantial justice, ' inhering in the Due Process Clause of the Constitution.” Id. (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Those notions require that a defendant have certain minimum contacts with the forum state based upon the defendant's own purposeful availment “of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985).

         Analysis

          Defendants seek dismissal of Plaintiff's Complaint, as it relates to Dabur India and Dabur Dubai, since neither defendant has purposefully availed themselves to the State of New Jersey. Alternatively, Defendants contend that Dabur USA is not an “alter ego” of either Dabur India or Dabur Dubai, such that the court can exercise general jurisdiction.

         1. Specific Jurisdiction

          Plaintiff argues that the Court has specific jurisdiction over both Dabur India and Dabur Dubai since they have conducted business in New Jersey. Specifically, Plaintiff claims that given their dealings with L.T. Overseas, Dabur India and Dabur Dubai ...


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