United States District Court, D. New Jersey
PAUL F. WILLIAMS and MAKSWILL GROUP CORPORATION, Plaintiffs,
YING ZHOU, GUOLIANG TIAN a/k/a Tony Tian, and JIAHAO INTERNATIONAL GROUP LTD., Defendants.
Paul F. Williams ("Williams") is a New Jersey
resident and plaintiff Makswill Group Corporation
("Makswill") is a New Jersey corporation with its
principal place of business in New Jersey. Defendant Ying
Zhou ("Zhou") is a New York resident. Defendant
Guoliang Tian, also known as "Tony Tian, "
("Tian") is a citizen and resident of Shenzhen,
China. Defendant Jiahao International Group
("Jiahao") is a corporation incorporated in Hong
Kong with offices in Shenzhen, China.
before the court is the Rule 12(b)(2) motion of defendants
Zhou, Tian, and Jiahao to dismiss the amended complaint for
lack of specific personal jurisdiction. I find that this
court has personal jurisdiction over the defendants and thus
will deny defendants' motion.
Williams is a New Jersey resident. (AC ¶ 1). He operates
a professional consulting business through Makswill, a New
Jersey corporation. (AC ¶¶ 2, 7). Williams is
authorized by the Antiguan government to promote and market
its Citizenship by Investment Program ("CIP"). (AC
¶ 8). This program permits individuals to obtain
Antiguan citizenship by making a monetary investment in the
country's economy. (AC ¶¶ 8, 10-11; Tian Aff.
contacted Williams on or about March 26, 2014 after having
viewed plaintiffs' contact information on the official
website of the Antiguan Citizenship by Investment Unit. (AC
¶ 9; Tian Aff. ¶ 5). Plaintiffs claim that Tian and
Zhou are partners and co-owners of Jiahao. (AC ¶ 10).
Tian and Zhou insist that Zhou is strictly an interpreter,
hired through a Chinese-language newspaper ad; Zhou alleges
no ownership, involvement or stake in Jiahao beyond working
as Tian's translator. (Tian Aff. ¶ 5; Zhou Aff.
¶¶ 3-4, 6-8).
first met Tian and Zhou at a restaurant in New Jersey. (AC
¶¶ 11). Defendants wanted to facilitate
applications of Chinese nationals to various jurisdictions
throughout the world that offered "economic
citizenship." (AC ¶¶ 10, 11). Defendants
sought Williams' help negotiating the price for
"economic citizenship" through Antigua's CIP.
(AC ¶¶ 10, 11). Williams alleges that their
meetings in New Jersey and New York led to a "verbal
services agreement." (AC ¶ 11).
the alleged "verbal services agreement, " Williams
and Makswill would be intermediaries in official discussions
with senior members of the Antiguan government, including the
Prime Minister. (AC ¶ 11). Williams and Makswill would
be retained as consultants to obtain a discounted price for
Tian and Zhou's clients, who would apply for Antiguan
citizenship through the CIP. (AC¶ll).
and Makswill proceeded to do "extensive work" to
negotiate a discounted price for the clients of Tian and
Zhou. (AC ¶ 12). Williams and Makswill met and
negotiated with government officials, including the Prime
Minister of Antigua. (AC ¶ 13). From April 4, 2014
through August 22, 2014, Williams worked for 1, 120 hours on
behalf of defendants. (AC ¶ 14). Williams traveled to
Antigua twice, incurring expenses of approximately $14, 500.
(AC ¶ 15). On or about August 22, 2014, Williams and
Makswill sent the defendants an invoice in the amount of
$322, 500. (AC ¶ 16). This invoice remains unpaid. (AC
¶¶ 16, 18). Williams and Makswill believe that the
defendants have continued to operate and build their business
in Antigua by "capitalizing upon the efforts of
Plaintiff[s] for which [plaintiffs] were not
compensated." (AC ¶ 19).
deny the existence of a joint venture or "verbal
services agreement" with Williams and Makswill. (Irwin
Cert. ¶ 5). Defendants argue that there was "a
single page conditional contract" drafted by Williams,
which was translated into Chinese by Williams's
translator. (Irwin Cert. ¶ 10). The alleged "single
page conditional contract" states, in full:
I, Tony Tian, agree to pay to Paul Williams a consultancy fee
in the amount of US$12, 000 for each
application submitted to the Antiguan Citizenship by
Investment Program under the National Development Fund
option. This consultancy fee represents compensation for
services rendered by Mr. Williams and his company, MAKSWILL
GROUP CORPORATION. This fee is contingent upon Mr. Williams
negotiating with the Antiguan Government a reduction in the
standard contribution to the National Development Fund to an
amount of US$150, 000 for each application
delivered to the CIP Unit by Mr. Tian and his company prior
to June 4, 2014.
The consultancy fee shall be paid as follows: (1)
Upon approval by the Antiguan Government of the
reduction in the contribution to the National Development
Fund, US$2.000 per application shall be paid
immediately to Mr. Williams with each application submitted
to the CIP Unit; (2) The remainder of the fees (US 10, 000
per application) shall be paid to Mr. Williams at the same
time the applicants submit their full contribution to the
Fund after they have been approved by the Government for
and Makswill seek payment of the $322, 500 invoice, alleging
breach of contract, unjust enrichment, and quantum meruit.
(AC ¶¶ 20-37). Defendants argue that this court
lacks personal jurisdiction over them.
defendant files a motion to dismiss for lack of personal
jurisdiction pursuant to Federal Rule of Civil Procedure
12(b)(2), the plaintiff bears the burden of establishing
sufficient facts to show that jurisdiction exists. Marten
v. Godwin, 499 F.3d 290, 295-96 (3d Cir. 2007).
Initially, a court must accept the plaintiffs allegations as
true and construe disputed facts in favor of the plaintiff.
Pinker v. Roche Holdings, Ltd., 292 F.3d 361, 368
(3d Cir. 2002). Where factual allegations are disputed,
however, the court must examine any evidence presented.
See, e.g., Patterson v. FBI, 893 F.2d 595, 603-04
(3d Cir. 1990) ("'A Rule 12(b)(2) motion, such as
the motion made by the defendants here, is inherently a
matter which requires resolution of factual issues outside
the pleadings, i.e. whether in personam jurisdiction actually
lies. Once the defense has been raised, then the plaintiff
must sustain its burden of proof in establishing
jurisdictional facts through sworn affidavits or other
competent evidence."' (quoting Time Share
Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 66 n.9
(3d Cir. 1984)).
plaintiff "need only establish a prima facie case of
personal jurisdiction." Miller Yacht Sales, Inc. v.
Smith,384 F.3d 93, 97 (3d Cir. 2004). However, a
plaintiff may not "rely on the bare pleadings
alone" in order to withstand a motion to dismiss for
lack of personal jurisdiction. Patterson, 893 F.2d
at 604 (citation omitted). "Once the motion is made,
plaintiff must respond with actual proofs, ...