HAMMER STEEL INC v. PILLA GROUP LTD (2026)

Introduction

Hammer & Steel, Inc. (“Plaintiff”) appeals the circuit court's (“trial court's”) judgment dismissing, without prejudice and for lack of personal jurisdiction, Plaintiff's claim asserting breach of a mechanic's lien bond ¹ against The J. Pilla Group, Ltd. and Philadelphia Indemnity Insurance Company.² ,³ We affirm.

Background

This case relates to a construction project in the State of New York involving: companies from four different states; a rental agreement for construction equipment entered into between Plaintiff and Environmental Management Consultants, Inc. d/b/a EMC, Inc. (“EMC”); a mechanic's lien filed by Plaintiff in the County of Bronx of the Supreme Court of the State of New York (“New York state court”); a mechanic's lien bond filed by Defendants J. Pilla and Philadelphia Indemnity in New York state court; a lawsuit filed by Plaintiff in New York state court; and the instant lawsuit filed by Plaintiff in Missouri state court.

The Companies, Rental Agreement, Mechanic's Lien, and Mechanic's Lien Bond

Plaintiff is a Missouri company ⁴ that leases drilling rigs and related equipment to other companies. In September 2022, Plaintiff entered into an equipment rental agreement (“Rental Agreement” or “Agreement”) with EMC, which is a New Jersey company.⁵

The Rental Agreement provides Plaintiff would rent a drilling rig and related equipment to EMC for work on a New York construction project in exchange for payment by EMC. Additionally, the Agreement, signed only by authorized representatives of Plaintiff and EMC, has a forum selection clause which provides in relevant part that “any legal proceedings brought to determine the validity, construction, breach, interpretation[,] or enforcement of the Rental Agreement shall be instituted and maintained in only the Circuit Court [of] St. Louis County, Missouri ․.”⁶

After Plaintiff rented the construction equipment to EMC, EMC allegedly failed to pay Plaintiff pursuant to the terms of the Rental Agreement. Accordingly, in November 2022, Plaintiff filed a mechanic's lien against the New York property under construction in New York state court.

Thereafter, in February 2023, an authorized representative of Defendant J. Pilla – a New York company ⁷ and the general contractor on the New York construction project – and an authorized representative of Defendant Philadelphia Indemnity – a Pennsylvania insurance company ⁸ – executed a mechanic's lien bond, i.e., a bond discharging Plaintiff's mechanic's lien. Defendants’ mechanic's lien bond was filed in New York state court pursuant to New York law ⁹ and provides in relevant part that: [J. Pilla,] as [p]rincipal[,] and [Philadelphia Indemnity], as surety, jointly and severally shall well and truly pay any judgment which may be rendered in an action for the enforcement of [Plaintiff's mechanic's lien against the New York property under construction], not exceeding the sum [of 110% of the lien] ․.”

The March 2023 New York Lawsuit

In March 2023, Plaintiff filed suit in New York state court against five defendants: (1) EMC, the company with which Plaintiff entered into the Rental Agreement for construction equipment; (2) Thomas Rankin, one of EMC's officers and directors; (3) Robert Benning, another one of EMC's officers and directors; (4) Defendant J. Pilla, the general contractor on the New York construction project and one of the two parties who executed the mechanic's lien bond filed in New York state court; and (5) Defendant Philadelphia Indemnity, the other party who executed the mechanic's lien bond filed in New York state court.

Three of the defendants – EMC, its officer/director Thomas Rankin, and its officer/director Robert Benning (collectively “the EMC defendants” or “EMC, Rankin, and Benning”) – filed a motion to dismiss Plaintiff's claims against them. The EMC defendants’ motion asserted Plaintiff could not bring claims against them in New York state court because the Rental Agreement – signed by authorized representatives of Plaintiff and EMC – had a forum selection clause requiring Plaintiff's claims against the EMC defendants to be instituted and maintained “in only the Circuit Court [of] St. Louis County, Missouri ․.”

Ultimately, the New York state court granted the EMC defendants’ motion and dismissed EMC, Rankin, and Benning from Plaintiff's New York lawsuit. The record before this Court reflects that Plaintiff's New York lawsuit against Defendants J. Pilla Group and Philadelphia Indemnity currently remains pending in an appellate division of the Supreme Court of the State of New York.¹⁰

The Instant Missouri Lawsuit at Issue in this Appeal

In July 2024, Plaintiff filed the instant lawsuit in Missouri against the same five defendants in the New York suit: (1) EMC; (2) EMC officer/director Thomas Rankin; (3) EMC officer/director Robert Benning; (4) Defendant J. Pilla; and (5) Defendant Philadelphia Indemnity. Plaintiff filed three counts: a breach of contract claim against EMC (Count I); a diversion of trust funds claim against Rankin and Benning (Count III); and a breach of mechanic's lien bond claim against Defendants J. Pilla and Philadelphia Indemnity (Count II).

Defendants J. Pilla and Philadelphia Indemnity then filed a motion to dismiss Count II for lack of personal jurisdiction. Defendants’ motion alleges Plaintiff cannot establish Defendants are subject to general personal jurisdiction in Missouri because J. Pilla and Philadelphia Indemnity are not organized under Missouri law and do not have a principal place of business in Missouri. Defendants’ motion to dismiss also contends Plaintiff cannot establish Defendants J. Pilla and Philadelphia Indemnity are subject to specific personal jurisdiction in Missouri because, inter alia, “nothing in Plaintiff's [p]etition is connected to Missouri, other than the forum selection clause appearing in a contract to which Plaintiff concedes neither [J. Pilla or Philadelphia Indemnity] is a party.”

Plaintiff filed a response alleging that, inter alia, Defendants J. Pilla and Philadelphia Indemnity are subject to specific personal jurisdiction in Missouri because: (1) they are bound by the forum selection clause in the Rental Agreement entered into between Plaintiff and EMC; and (2) dismissing Plaintiff's breach of mechanic's lien bond claim against Defendants for lack of personal jurisdiction in Missouri while allowing Plaintiff's claims against the EMC defendants to continue in Missouri would impermissibly violate the rule prohibiting splitting a cause of action.

After Defendants J. Pilla and Philadelphia Indemnity filed reply suggestions in support of their motion to dismiss, the trial court entered a judgment dismissing Plaintiff's claim in Count II asserting breach of a mechanic's lien bond against Defendants for lack of personal jurisdiction. The trial court's judgment: (1) found “Plaintiff cannot re-file the[ ] claim[ ] against ․ Defendants in Missouri”; and (2) dismissed the claim “without prejudice to re-file in other states.”

The trial court's judgment certified the judgment for appeal as to Count II against Defendants J. Pilla and Philadelphia Indemnity pursuant to Missouri Supreme Court Rule 74.01(b) (2025), finding there was no just reason for delay of an appeal. Plaintiff's claims in Counts I and III against the EMC defendants remain pending in Missouri state court.

Plaintiff now appeals the trial court's judgment dismissing Plaintiff's breach of mechanic's lien bond claim against Defendants J. Pilla and Philadelphia Indemnity (Count II) for lack of personal jurisdiction.

Standard of Review

Our Court reviews a trial court's judgment granting a motion to dismiss de novo. Copeland v. WRBM, LLC, 679 S.W.3d 30, 36 (Mo. App. E.D. 2023). When, as in this case, defendants challenge a court's personal jurisdiction, the plaintiff has the burden of establishing facts that are adequate to subject the defendants to personal jurisdiction in the forum state. See id. In making the determination of whether the plaintiff has met this burden, our Court takes the allegations in the pleadings as true. Id. Additionally, we will affirm a trial court's judgment granting a motion to dismiss based on lack of personal jurisdiction on any basis supported by the record, regardless of the grounds relied on by the trial court. Id. at 36-37.

Discussion

In this case, Plaintiff raises three points on appeal arguing the trial court erred in dismissing Plaintiff's breach of mechanic's lien bond claim against Defendants J. Pilla and Philadelphia Indemnity for lack of personal jurisdiction. For the reasons discussed below, we disagree.

As previously indicated, in order to survive Defendants’ motion to dismiss for lack of personal jurisdiction, Plaintiff has the burden of alleging facts in its pleadings that are adequate to subject Defendants to personal jurisdiction in Missouri. See id. at 36. “Personal jurisdiction is a court's power over the parties in a given case.” Id. at 37. There are two types of personal jurisdiction: (1) general; and (2) specific. Id. General personal jurisdiction is sometimes called “all-purpose” jurisdiction, and specific personal jurisdiction is sometimes called “case-linked” or “conduct-linked” jurisdiction. Id.; State ex rel. DKM Enterprises, LLC v. Lett, 675 S.W.3d 687, 694 (Mo. App. W.D. 2023).

In this case, it is undisputed Defendants J. Pilla and Philadelphia Indemnity are not subject to general personal jurisdiction in Missouri because J. Pilla is a New York company with its principal place of business in New York and Philadelphia Indemnity is a Pennsylvania company with its principal place of business in Pennsylvania.¹¹ See State ex rel. LG Chem, Ltd. v. McLaughlin, 599 S.W.3d 899, 903 (Mo. banc 2020) (similarly finding). Instead, Plaintiff only argues Defendants J. Pilla and Philadelphia are subject to specific personal jurisdiction in Missouri.

Missouri courts employ a two-step jurisdictional analysis in determining whether a defendant is subject to specific personal jurisdiction. Copeland, 679 S.W.3d at 37, 38. A plaintiff meets its burden of establishing a defendant is subject to specific personal jurisdiction in Missouri for purposes of surviving a motion to dismiss if, taking the allegations in the plaintiff's pleadings as true, the plaintiff establishes facts adequate to both: (1) demonstrate the plaintiff's claim at issue arose from any of the activities enumerated in Missouri's long-arm statute, i.e., section 506.500 RSMo 2016 ¹² (“the long-arm-statute element”); and (2) support a finding of minimum contacts with Missouri sufficient to satisfy due process (“the due-process element”). See McLaughlin, 599 S.W.3d at 903, 903 n.1; see also Copeland, 679 S.W.3d at 36, 37. “Failure to make either showing is grounds to dismiss [a plaintiff's claim] for lack of [specific] personal jurisdiction.” McLaughlin, 599 S.W.3d at 903 n.2.

We first consider whether Plaintiff adequately pleaded the long-arm-statute element of the jurisdictional analysis, i.e., that Plaintiff's breach of mechanic's lien bond claim against Defendants J. Philla and Philadelphia Indemnity arose from any of the activities enumerated in Missouri's long-arm statute. See Copeland, 679 S.W.3d at 37. The long-arm statute provides in relevant part:

1. Any person or firm, whether or not a citizen or resident of this state, or any corporation, who in person or through an agent does any of the acts enumerated in this section, thereby submits such person, firm, or corporation, and, if an individual, his personal representative, to the jurisdiction of the courts of this state as to any cause of action arising from the doing of any of such acts:

․

(5) The contracting to insure any person, property[,] or risk located within this state at the time of contracting;

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3. Only causes of action arising from acts enumerated in this section may be asserted against a defendant in an action in which jurisdiction over him is based upon this section.

Section 506.500.1(5), .3 (emphasis added); see also Copeland, 679 S.W.3d at 37.

In this case, Plaintiff argues it adequately pleaded its breach of mechanic's lien bond claim against Defendants arose from the activities enumerated in section 506.500.1(5). Specifically, Plaintiff contends that because Defendants J. Pilla and Philadelphia Indemnity executed the mechanic's lien bond which discharged Plaintiff's mechanic's lien, Defendants “contract[ed] to insure any person, property[,] or risk located within this state at the time of contracting” under section 506.500.1(5) in that “[Plaintiff's] claim[ ] for a mechanic's lien [is] based on it[s] [Rental Agreement] with EMC which contains a forum selection clause requiring litigation ․ in Missouri.” See section 506.500.1(5). In other words, Plaintiff attempts to assert that Defendants J. Pilla and Philadelphia Indemnity's execution of the mechanic's lien bond subjects them to specific personal jurisdiction under section 506.500.1(5) because Defendants are bound by the forum selection clause in the Rental Agreement between Plaintiff and EMC.

This argument lacks merit for multiple reasons. First, by the context in which the mechanic's lien bond was made and by the bond's plain terms, it does not “insure any person, property[,] or risk located within th[e] [S]tate [of Missouri]” under section 506.500.1(5). See id. The mechanic's lien bond executed by Defendants, filed in New York state court, discharged Plaintiff's mechanic's lien which: (1) was filed in New York state court; and (2) was filed against a New York property under construction. Additionally, the mechanic's lien bond provides in relevant part that: “[J. Pilla,] as [p]rincipal[,] and [Philadelphia Indemnity], as surety, jointly and severally shall well and truly pay any judgment which may be rendered in an action for the enforcement of [Plaintiff's mechanic's] lien, not exceeding the sum [of 110% of the lien] ․.” (emphasis added). Accordingly, by its plain terms, the mechanic's lien bond only insures any future judgment which may be rendered in an action for the enforcement of Plaintiff's mechanic's lien filed in New York state court against the New York property under construction, and the bond does not “insure any person, property[,] or risk located within th[e] [S]tate [of Missouri]” under section 506.500.1(5). See id.

Plaintiff's argument that Defendants J. Pilla and Philadelphia Indemnity are subject to specific personal jurisdiction because Defendants are allegedly bound by the forum selection clause in the Rental Agreement for construction equipment between Plaintiff and EMC lacks merit for an additional reason – Defendants are not bound by this forum selection clause under the circumstances of this case. It is true that in Missouri, personal jurisdiction over a non-resident defendant may be obtained by consent or waiver, and “[p]arties to a contract may agree in advance to submit to personal jurisdiction in a given court by means of a forum selection clause[.]” GP&W Inc. v. Daibes Oil, LLC, 497 S.W.3d 866, 869-70 (Mo. App. E.D. 2016) (emphasis added). It is also true the Rental Agreement has a forum selection clause which provides in relevant part that “any legal proceedings brought to determine the validity, construction, breach, interpretation[,] or enforcement of the Rental Agreement shall be instituted and maintained in only the Circuit Court [of] St. Louis County, Missouri ․.” Importantly, however, because the Rental Agreement is signed only by authorized representatives of Plaintiff and EMC, Plaintiff and EMC are the only parties to the Agreement, and they are the only entities bound by the forum selection clause in the Agreement. See id.

Based on the foregoing, there is no merit to Plaintiff's argument that it adequately pleaded its breach of mechanic's lien bond claim against Defendants J. Pilla and Philadelphia Indemnity arose from the activities enumerated in section 506.500.1(5) due to the forum selection clause in the Rental Agreement between Plaintiff and EMC. Because Plaintiff has failed to plead adequate facts to satisfy the long-arm-statute element of the jurisdictional analysis, this issue is dispositive of Plaintiff's specific personal jurisdiction claim, and we need not address the second, due-process element of the analysis. See Copeland, 679 S.W.3d at 38; (similarly holding); see also McLaughlin, 599 S.W.3d at 903 n.2.

In sum, it is undisputed Defendants J. Pilla and Philadelphia Indemnity are not subject to general personal jurisdiction in Missouri, and Plaintiff has failed to plead adequate facts to establish Defendants are subject to specific personal jurisdiction in Missouri.¹³ Therefore, the trial court did not err in granting Defendants’ motion to dismiss Plaintiff's breach of mechanic's lien bond claim for lack of personal jurisdiction. Plaintiff's first, second, and third points on appeal are denied.

Conclusion

The trial court's judgment is affirmed.

FOOTNOTES

1.   The nature of a mechanic's lien bond, which is a filing explicitly allowed for under New York law, will be discussed below in footnote nine of this opinion.

2.   We will refer to: (1) The J. Pilla Group, Ltd. individually as “Defendant J. Pilla” or “J. Pilla”; (2) Philadelphia Indemnity Insurance Company individually as “Defendant Philadelphia Indemnity” or “Philadelphia Indemnity”; and (3) these two parties collectively as “Defendants.”

3.   Generally, a dismissal of a claim without prejudice is not considered a final, appealable judgment. Copeland v. WRBM, LLC, 679 S.W.3d 30, 33 n.1 (Mo. App. E.D. 2023); Thieret Family, LLC v. Delta Plains Services, LLC, 637 S.W.3d 595, 601 n.2 (Mo. App. E.D. 2021). However, our Court may treat a dismissal without prejudice as a final, appealable judgment when the trial court's dismissal bars the plaintiff from re-filing the claim at issue in Missouri, thereby having the practical effect of terminating the litigation of the claim in the plaintiff's chosen forum. See Thieret, 637 S.W.3d at 601 n.2; see also Copeland, 679 S.W.3d at 33 n.1. In this case, the trial court's judgment dismissing Plaintiff's breach of mechanic's lien bond claim against Defendants J. Pilla and Philadelphia Indemnity for lack of personal jurisdiction: (1) found “Plaintiff cannot re-file the[ ] claim[ ] against ․ Defendants in Missouri”; and (2) dismissed the claim “without prejudice to re-file in other states.” Because the trial court's dismissal bars Plaintiff from re-filing its breach of mechanic's lien bond claim in Missouri, thereby having the practical effect of terminating the litigation of the claim in Plaintiff's chosen forum, we treat the trial court's judgment in this case as a final, appealable judgment. See Thieret, 637 S.W.3d at 601 n.2; see also Copeland, 679 S.W.3d at 33 n.1.

4.   Plaintiff is a corporation organized and existing under Missouri law, and it has its principal place of business and office in Saint Louis County, Missouri.

5.   EMC is a corporation organized and existing under New Jersey law, and it has its principal place of business and office in Rockaway, New Jersey.

6.   The forum selection clause in the Rental Agreement also provides that if “[f]ederal [c]ourt jurisdiction is applicable, any action may be brought in the United States District Court for the Eastern District of Missouri, and not elsewhere.”

7.   Defendant J. Pilla is a limited liability company organized and existing under New York law, and it has a principal place of business and office in Hartsdale, New York.

8.   Defendant Philadelphia Indemnity is an insurance company organized under Pennsylvania law, and it has its principal place of business and office in Bala Cynwyd, Pennsylvania.

9.   Pursuant to New York law, “[a] [mechanic's] lien ․ may be discharged ․ [e]ither before or after the beginning of an action by the owner or contractor executing a bond or undertaking in an amount equal to [110%] of such lien conditioned for the payment of any judgment which may be rendered against the property for the enforcement of the lien[.]” New York Lien Law section 19(4) (McKinney) (effective from October 3, 2011, to the present); see also NYPRAC-MECHLIEN section 5:5 (2025-2026 edition) (November 2025 update). “The filing of a bond is not an acknowledgment of the validity of the lien, and the owner or surety is not thereby estopped from contesting such validity in the action[.]” NYPRAC-MECHLIEN section 5:5 (2025-2026 edition) (November 2025 update). This Court has found no similar law providing for the filing of a mechanic's lien bond in Missouri.

10.   The New York state court initially dismissed the three EMC defendants – EMC, Rankin, and Benning – and Defendants J. Pilla Group and Philadelphia Indemnity from the New York case even though J. Pilla Group and Philadelphia were not parties to the EMC defendants’ motion to dismiss. However, the New York state court then issued a decision: (1) vacating the portion of its ruling dismissing Defendants J. Pilla Group and Philadelphia Indemnity; and (2) reinstating Plaintiff's petition as to both of those Defendants. The record in this appeal reflects Defendants J. Pilla Group and Philadelphia Indemnity have appealed this latest New York state court decision and the appeal is pending in the Supreme Court of the State of New York, Appellate Division, First Department.

11.   “A court exercises general jurisdiction over a defendant when the underlying suit does not arise out of or relate to the defendant's contacts with the forum.” State ex rel. PPG Industries, Inc. v. McShane, 560 S.W.3d 888, 891 n.3 (Mo. banc 2018). “Typically, in the case of a corporate defendant, a court may exercise general jurisdiction over that corporate defendant only if it is [organized] in the forum state or its principal place of business is in the forum state.” Id. (citing Daimler AG v. Bauman, 571 U.S. 117, 139, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014)). “In an ‘exceptional’ case – if a corporation's contacts with a forum are ‘so substantial and of such a nature as to render the corporation at home’ in the forum state – general jurisdiction may be authorized over the out-of-state defendant.” McShane, 560 S.W.3d at 891 n.3 (quoting Daimler, 571 U.S. at 139 n.19, 134 S.Ct. 746). Plaintiff does not argue this “exception[ ]” applies to Defendant J. Pilla or Defendant Philadelphia Indemnity.

12.   All further statutory references are to RSMo 2016.

13.   Plaintiff also asserts Defendants J. Pilla and Philadelphia Indemnity are subject to specific personal jurisdiction because dismissing Plaintiff's breach of mechanic's lien bond claim against Defendants for lack of personal jurisdiction in Missouri while allowing Plaintiff's claims against the EMC defendants to continue in Missouri would impermissibly violate the rule prohibiting splitting a cause of action. This argument lacks merit for multiple reasons. First, Plaintiff makes no argument as to how an alleged violation of the rule against splitting a cause of action satisfies the long-arm-statute element or the due-process element of the two-part jurisdictional analysis discussed above. See McLaughlin, 599 S.W.3d at 903, 903 n.1; see also Copeland, 679 S.W.3d at 36, 37. Additionally, we find that the rule of splitting a cause of action does not apply to the circumstances of this case because: (1) a cause of action between Plaintiff and Defendants J. Pilla and Philadelphia Indemnity and a cause of action between Plaintiff and the EMC defendants are not between the same parties in that the defendants are different in each action; and (2) Plaintiff has failed to cite to any controlling legal authority to support an argument that the rule against splitting a cause of action is a tool which may be invoked by a plaintiff to successfully assert personal jurisdiction over a defendant, and this Court can find no such authority. See Jeschke AG Service, LLC v. Bell, 652 S.W.3d 305, 314 (Mo. App. W.D. 2022) (holding “[t]he rule against splitting a cause of action applies only where the several causes of action are between the same parties” and the rule “has no application to separate lawsuits involving different defendants”) (quoting, inter alia, Lee v. Guettler, 391 S.W.2d 311, 313 (Mo. 1965) (citation omitted)); cf. Irwin v. Bertelsmeyer, 730 S.W.2d 302, 303 (Mo. App. E.D. 1987) (holding “[the rule against] [s]plitting a cause of action is a defendant's tool, which is used to prevent a plaintiff from taking his or her claim against the defendant and splitting it into several suits”).

Robert M. Clayton III, Presiding Judge

Lisa P. Page, Judge and Michael E. Gardner, Judge, concur.