United States District Court, D. New Jersey
L.T. OVERSEAS, LTD, Plaintiff,
DABUR INDIA, LTD, et al. Defendants.
MEMORANDUM AND ORDER
G. SHERIDAN, U.S.D.J.
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
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.”
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).
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).
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.
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).
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).
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
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 ...