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General Electric Co. v. SunTrust Banks, Inc.

United States District Court, D. Connecticut

July 19, 2016

GENERAL ELECTRIC COMPANY, Plaintiff,
v.
SUNTRUST BANKS, INC., Defendant.

          RULING GRANTING MOTION TO DISMISS

          Janet Bond Arterton, U.S.D.J.

         Plaintiff General Electric Company ("GE") brought this suit against Defendant SunTrust Banks, Inc. ("SunTrust") in state court, seeking indemnification from Defendant for its economic losses and costs incurred in defending GE against an action brought by John Osborne. (See Compl. [Doc. # 1-1] ¶¶ 3, 15.) Defendant subsequently removed this case [Doc. # 1] to this Court. Defendant now moves [Doc. # 20] to dismiss the case for lack of personal jurisdiction.[1] Plaintiff has failed to oppose the motion. For the following reasons, Defendant's motion is granted.

         I. Facts Alleged

         Plaintiff alleges the following facts, as relevant to this motion, in its complaint. Defendant is a Georgia corporation (with its principal place of business in Georgia), which "provid[es] various services relating to securities transactions, including providing signature guarantees for stock certificate transfers known as a 'medallion signature guarantee.'"[2] (Compl. ¶ 2.) In 1995 and 1997, Plaintiff "issued shares of GE stock to its former employee, John Osborne, in certificate form." (Id. ¶ 3.) In "November and December of 1999, " Plaintiff "received a request to transfer the Osborne [certificates on the basis of the certificates purportedly being endorsed by the signature of John Osborne." (Id. ¶ 4.) Because Defendant "provided medallion signature guarantees for the 1999 requests to transfer the Osborne [certificates, " Plaintiff "approved the transfer" of the certificates. (Id. 6.) However, Mr. Osborne later "reported to GE that he neither requested nor authorized the 1999 transfers, " and he therefore sought reissuance of his shares from GE. (Id. ¶¶ 8-9.)

         Thereafter, Mr. Osborne sued GE in Connecticut Superior Court for wrongful transfer of his certificates and was awarded damages in the amount of $120, 000. (Id. ¶¶ 11-12.) Plaintiff seeks indemnification for those damages and costs associated with defending against the Osborne action. (Id. ¶ 15.)

         II. Discussion[3]

         "To determine personal jurisdiction over a non-domiciliary in a case involving a federal question, the Court must engage in a two-step analysis." Chloe v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158, 163 (2d Cir. 2010). First, the Court applies "the forum state's long-arm statute." Id. "If the long-arm statute permits personal jurisdiction, the second step is to analyze whether personal jurisdiction comports with the Due Process Clause of the United States Constitution." Id. at 164.

         Connecticut's long-arm statute provides that:

Every foreign corporation which transacts business in this state in violation of section 33-920 [4] shall be subject to suit in this state upon any cause of action arising out of such business.

Conn. Gen. Stat. § 33-929 (e). In addition:

Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state ..., on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any business solicited in this state .. . if the corporation has repeatedly so solicited business . ..; (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed . . .; or (4) out of tortious conduct in this state ....

Id. § 33-929(f).

         Plaintiff GE has not alleged that Defendant transacts business in Connecticut in violation of § 33-920, nor any facts from which such a conclusion could be drawn. Section 33-929(e) does not, therefore, permit the exercise of personal jurisdiction over Defendant. Plaintiff fares no better under § 33-929(f), as it has not alleged: any contract made by Defendant in Connecticut or to be performed in Connecticut; any business solicited by Defendant in Connecticut; any production, manufacture, or distribution of goods by Defendant; or any tortious conduct by Defendant in Connecticut. Indeed, the only mention of Connecticut in the entirety of the complaint is an assertion that Plaintiffs principal place of business is ...


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