LALTITUDE LLC v. ZHEJIANG JIAJIAO HOLDINGS GROUP CO LTD (2026)

Order, Supreme Court, New York County (Kathleen Waterman–Marshall, J.), entered on or about December 3, 2025, which denied defendant's motion to dismiss the complaint under CPLR 3211(a)(8) for lack of personal jurisdiction, unanimously reversed, on the law, without costs, the motion granted, and the complaint dismissed.  The Clerk is directed to enter judgment accordingly.

In this breach of contract action, plaintiff, a California LLC, alleges that in December 2019, it entered into a contract with defendant, a Chinese manufacturer of magnetic and educational toys, under which plaintiff was assigned certain intellectual property previously owned by defendant.  The contract obligated the parties to execute and deliver requested documents to consummate the transactions contemplated therein.  The contract was not drafted, negotiated, or executed in New York, and defendant does not maintain offices, employees, telephone listings, a mailing address, or bank accounts in New York. Plaintiff alleges that in February 2025, defendant failed to provide it with certain certified documents it needed to claim priority over a foreign patent application.  Upon plaintiff's request for the certifications, defendant sent an email informing plaintiff that it would not provide the documents unless plaintiff agreed to new consideration and terms.  Thereafter, in March 2025, the parties both attended the 2025 New York City Toy Fair. Plaintiff alleges that during the Toy Fair, defendant's representative visited plaintiff's booth and reiterated its position that it would not provide the requested certifications unless plaintiff agreed to new consideration with additional commercial terms.  Plaintiff then commenced this action.

Supreme Court should have granted defendant's motion to dismiss because defendant did not transact business in New York. Pursuant to CPLR 302(a)(1), New York's long-arm statute, courts are permitted to exercise personal jurisdiction over a nondomiciliary if the nondomiciliary has purposefully transacted business within the state and there is “a substantial relationship between the transaction and the claim asserted” (Paterno v Laser Spine Inst., 24 NY3d 370, 376–377 [2014] [internal quotation marks omitted] ).  On a motion to dismiss for lack of personal jurisdiction, the plaintiff has the burden of presenting sufficient evidence, through affidavits and relevant documents, to establish jurisdiction (see Fischbarg v Doucet, 9 NY3d, 375, 381 n5 [2007];  Coast to Coast Energy, Inc. v Gasarch, 149 AD3d 485, 486 [1st Dept 2017] ).  Here, plaintiff failed to demonstrate that defendant's attendance at the Toy Fair and solicitation of business qualified as engaging in purposeful activity, as there was no evidence submitted that defendant made any sales or established continuing relationships with New York during its visit (see Paterno, 24 NY3d at 376–377;  O'Brien v Hackensack Univ. Med. Ctr., 305 AD2d 199, 201 [1st Dept 2003] ).

Plaintiff also failed to demonstrate a substantial relationship between the conversation at the Toy Fair and plaintiff's claim for breach of contract.  Contacts after the date of the alleged harm giving rise to a plaintiff's claim “cannot be the basis to establish [the] defendant's relationship with New York because they do not serve as the basis for the underlying [ ] claim” (Paterno, 24 NY3d at 379).  Here, plaintiff alleges that defendant breached the contract before the parties met at the Toy Fair in a February 2025 email stating its refusal to perform unless plaintiff agreed to additional conditions.  Therefore, the meeting at the Toy Fair in which defendant allegedly reiterated its refusal to perform under the contract cannot serve as the basis to establish defendant's relationship with New York.

In light of the foregoing, we need not reach defendant's argument concerning whether exercising jurisdiction over it would comport with traditional notions of fair play and substantial justice.

Given our determination that plaintiff failed to show that defendant's New York contacts are substantially related to its breach of contract claim, we need not reach its request for jurisdictional discovery (see Dragons 516 Ltd. v Knights Genesis Inv. Ltd., 226 AD3d 563, 564 [1st Dept 2024], lv denied, 42 NY3d 912 [2025]; Latimore v Fuller, 127AD3d 521, 522 [1st Dept 2015] ).