## Facts

- Wilderness USA, Inc., a New York corporation, performed vegetation-clearing work under a subcontract tied to a Georgia Department of Transportation highway contract.
- Mercier, Inc. held the prime GDOT contract and subcontracted performance to Wilderness.
- DeAngelo Brothers LLC, a Pennsylvania company, acquired Mercier and agreed to maintain the subcontract with Wilderness.
- DeAngelo later terminated the subcontract, citing alleged material breaches; Wilderness alleged the termination was pretextual so DeAngelo could perform the work itself.
- Wilderness sued in New York state court seeking contract-based relief, including a temporary restraining order.
- DeAngelo was registered to do business in New York as a foreign entity and had appointed the New York Secretary of State as agent for service of process.

## Issues

1. Whether a foreign business’s New York registration and appointment of the Secretary of State as service agent constitutes consent to general personal jurisdiction for claims unrelated to New York after *Daimler*.
2. Whether any other basis existed for general jurisdiction (including an “at home” or “exceptional case” showing) over DeAngelo in New York.
3. Whether specific jurisdiction existed because the claims arose out of or related to DeAngelo’s New York contacts.

## Decision

- The court granted DeAngelo’s motion to dismiss for lack of personal jurisdiction.
- The court held New York registration and service-agent appointment did not, by themselves, establish consent to general jurisdiction consistent with due process after *Daimler*.
- The court found DeAngelo was not “at home” in New York and the case was not an exceptional one permitting general jurisdiction outside its principal place of business.
- The court found no specific jurisdiction because the dispute concerned contract performance and termination connected to work in Georgia, not conduct arising from New York contacts.
- The complaint was dismissed without prejudice, and the previously issued state-court temporary restraining order was vacated.

## Legal Principles

- General (all-purpose) jurisdiction over a corporation ordinarily exists only where the corporation is “at home,” typically its place of incorporation and principal place of business; departures require an exceptional case.
- Interpreting a state registration scheme to impose general jurisdiction on any registered foreign entity risks violating due process by effectively subjecting corporations to suit wherever they do business.
- Corporate registration and appointment of an in-state service agent, without more, is insufficient to establish general jurisdiction when the forum is not the corporation’s home and the statute does not clearly require consent to all-purpose jurisdiction.
- Specific (case-linked) jurisdiction requires that the claims arise out of or relate to the defendant’s forum contacts and satisfy constitutional minimum-contacts requirements.

## Conclusion

The court dismissed the action because DeAngelo’s New York business registration did not amount to post-*Daimler* consent to general jurisdiction, DeAngelo was not otherwise “at home” in New York, and the Georgia-centered subcontract dispute did not support specific jurisdiction in New York.


Wilderness USA, Inc. v. DeAngelo Bros. LLC, 265 F. Supp. 3d 301 (W.D.N.Y. 2017)