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Williams v. Zhou

United States District Court, D. New Jersey

January 30, 2018



          KEVIN MCNULTY. U.S.D.J.

         Plaintiff 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.

         Now 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.

         I. BACKGROUND[1]

         Plaintiff 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. ¶ 2).

         Defendants 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).

         Williams 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).

         Under 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).

         Williams 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).

         Defendants 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 citizenship.

         (Alleged Contract).

         Williams 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.


         Once a 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)).

         The 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, ...

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