LASH v. TDR CAPITAL LLP (2025)

Order, Supreme Court, New York County (Anar Rathod Patel, J.), entered May 1, 2025, which denied defendants' motion to dismiss the amended complaint, unanimously reversed, on the law without costs, and the motion granted.  The Clerk is directed to enter judgment dismissing the complaint.

Appeals from orders, same court and Justice, entered December 11, 2024 and on or about May 23, 2025, which granted defendants' motion to dismiss the complaint and denied defendants' motion to stay discovery, respectively, unanimously dismissed, without costs, as abandoned.

The motion court should have dismissed this action pursuant to the doctrine of forum non conveniens.  Although 4 of the 12 plaintiffs are New York residents, the rest are residents of other states, both defendants are foreign entities;  and virtually all relevant events occurred in Luxembourg or the United Kingdom – notwithstanding that defendants were represented by New York-based attorneys (see CK's Supermarket Ltd. v. Peak Entertainment Holdings, Inc., 37 A.D.3d 348, 348–349, 831 N.Y.S.2d 138 [1st Dept. 2007]), that some very limited amount of negotiations took place in New York (see Kuwaiti Eng'g Group v. Consortium of Intl. Consultants, LLC, 50 A.D.3d 599, 599, 856 N.Y.S.2d 101 [1st Dept. 2008];  Finance & Trading Ltd. v. Rhodia S.A., 28 A.D.3d 346, 346–347, 816 N.Y.S.2d 7 [1st Dept. 2006], lv denied 7 N.Y.3d 706, 837 N.Y.S.2d 1, 868 N.E.2d 662 [2006]), or that defendants used New York financial institutions for one transaction (see Mashreqbank PSC v. Ahmed Hamad Al Gosaibi & Bros. Co., 23 N.Y.3d 129, 137, 989 N.Y.S.2d 458, 12 N.E.3d 456 [2014]).  Luxembourg is an adequate alternative forum with a substantial interest in adjudicating this dispute involving Luxembourg companies.  Moreover, Luxembourg law governs six out of plaintiff's nine causes of action and the import of the relevant Luxembourg law is heavily contested.

Plaintiffs have not sufficiently alleged that defendants were alter egos of nonparty Williams Scotsman International, Inc. such that the forum selection clause in the Equity Purchase Agreement (selecting New York) should bind them notwithstanding that they were not signatories to that agreement (see generally Tate & Lyle Ingredients Ams., Inc. v. Whitefox Tech. USA, Inc., 98 A.D.3d 401, 401, 949 N.Y.S.2d 375 [1st Dept. 2012]).

In any event, this action should be dismissed for lack of personal jurisdiction over the defendant United Kingdom entities (see CPLR 302[a][1];  D & R Global Selections, S.L. v. Bodega Olegario Falcon Pineiro, 29 N.Y.3d 292, 297–299, 56 N.Y.S.3d 488, 78 N.E.3d 1172 [2017]).  Defendants' in-state conduct was very limited (see Presidential Realty Corp. v. Michael Sq. W., 44 N.Y.2d 672, 673–674, 405 N.Y.S.2d 37, 376 N.E.2d 198 [1978];  C–Life Group Ltd. v. Generra Co., 235 A.D.2d 267, 267, 652 N.Y.S.2d 41 [1st Dept. 1997]), and much of it lacked an articulable nexus to plaintiffs' claims (see Brandt v. Toraby, 273 A.D.2d 429, 430–431, 710 N.Y.S.2d 115 [2d Dept. 2000]).

In view of our disposition of these issues, we need not reach the parties' arguments with respect to the application of the contractual releases or the sufficiency of the allegations of each claim.