You have a dispute with a company headquartered in Delaware, Texas, or California. The company wronged you in New York, or at least has some connection to the state. Can you commence a lawsuit against that company here? The answer depends on whether a New York court can exercise “personal jurisdiction”over that company. In other words, would a New York court have legal authority to compel it to appear and defend itself?There are two main paths to jurisdiction over out-of-state (i.e.,“foreign”) corporations and LLCs in New York, and why the distinction matters enormously to the outcome of your case.

General Jurisdiction: 
When New York Is the Company’s “Home”

General jurisdiction allows a New York court to hear any claim against a company, no matter where the underlying dispute occurred. The standard is demanding: a corporation is subject to general jurisdiction only where it is “at home,” which the U.S. Supreme Court has held to mean the corporation’s state of incorporation and its principal place of business. See Daimler AG v. Bauman, 571 U.S. 117 (2014). For LLCs, the analysis is similar, focusing on the entity’s formation state and nerve center.

What this means practically is that if a company is incorporated in Delaware and headquartered in Ohio, it is not “at home” in New York, and New York courts generally cannot exercise general jurisdiction over it, even if it does substantial business here. The fact that a company has offices, employees, or significant sales in New York is usually not enough, post-Daimler, to establish general jurisdiction.

However, the U.S. Supreme Court’s subsequent decision in Mallory v. Norfolk Southern Railway Co., 600 U.S. 122 (2023), provided a possible new avenue for general jurisdiction. In Mallory, the Supreme Court held that the federal Due Process Clause does not prohibit a state from conditioning a foreign corporation’s right to do business on consent to general jurisdiction, provided the state’s statute explicitly says so. This means that it would not be unconstitutional for a state to require a foreign corporation that wants to conduct business in the state to register there and appoint a registered agent for service of process. By doing so, the corporation consents to general jurisdiction.

The long-standing jurisprudence in New York was that the act of a foreign corporation registering to do business in New York and designating a local agent for service of process alone did not confer general jurisdiction. This was most recently articulated by the New York Court of Appeals in Aybar v. Aybar, 37 N.Y.3d 274 (2021), holding that mere compliance with the registration requirement does not subject a foreign corporation to suit in New York on claims having no connection to the state. Other New York courts have, however, considered the level of a corporation’s involvement with New York in addition to registration and appointing a registered agent for service of process in deciding whether the corporation has consented to jurisdiction. But by and large, Aybar and Mallory control here, and the vast majority of foreign corporations will not be deemed to have consented to jurisdiction in New York unless New York amends its laws.

Accordingly, the New York legislature has recently twice passed bills that would have amended the Business Corporation Law to expressly condition registration on consent to general jurisdiction—essentially adopting Mallory’s framework for New York—but Governor Hochul vetoed both bills, citing concerns that such an expansion would deter out-of-state businesses and burden the courts. For now, Aybar controls: registration alone does not constitute consent to general jurisdiction in New York. Whether the legislature will make another attempt—and whether a future governor will sign it—remains to be seen.

Specific Jurisdiction: 
When the Lawsuit Arises from New York Activity

Specific jurisdiction is more commonly available and more practically significant for commercial litigants. It allows a New York court to adjudicate claims that arise out of or relate to the defendant’s purposeful contacts with New York. The key New York statute is CPLR § 302, commonly called the “long-arm statute.”

Under CPLR § 302(a), a New York court may exercise jurisdiction over an out-of-state company if the claim arises from the company’s: (1) transaction of business within New York; (2) commission of a tort within New York; (3) commission of a tort outside New York causing injury inside New York, where the company regularly does or solicits business here, or derives substantial revenue from interstate commerce; or (4) ownership, use, or possession of real property in New York.

The most commonly litigated basis is the first: transacting business in New York. Courts assess whether the defendant purposefully availed itself of the privilege of conducting business in New York such that it could reasonably anticipate being sued here. A single transaction can suffice, provided the claim arises from that transaction. See Deutsche Bank Securities, Inc. v. Montana Board of Investments, 7 N.Y.3d 65 (2006). This is a flexible, fact-intensive inquiry: New York courts look at whether the defendant projected itself into New York through phone calls, emails, contract negotiations, deliveries, or in-person meetings.

Importantly, specific jurisdiction under CPLR § 302 must also satisfy the constitutional Due Process requirements of the Fourteenth Amendment. The federal standard, articulated in International Shoe Co. v. Washington, 326 U.S. 310 (1945), and its progeny, requires that the defendant have sufficient “minimum contacts” with New York such that the exercise of jurisdiction does not offend traditional notions of fair play and substantial justice. In practice, if a defendant deliberately aimedits commercial activities at New York, constitutional due process is usually satisfied.

Practical Implications: 
Why This Matters

Choosing where to sue is one of the most consequential early decisions in commercial litigation. New York’s courts are among the most sophisticated in the world for commercial disputes, and litigating here offers access to the Commercial Division of the New York Supreme Court—a specialized court with experienced judges and well-developed commercial law. But if jurisdiction is lacking, a case filed in New York can be dismissed at great cost to the plaintiff.

For plaintiffs, the jurisdictional analysis should begin before the complaint is filed. Key questions include: Where is the defendant incorporated and headquartered? Did any part of the contract get negotiated, performed, or breached in New York? Were meetings, calls, or emails directed into New York? Did the defendant ship goods to, or render services in, New York? Where was the plaintiff injured? The more clearly the claim connects to New York activity, the stronger the jurisdictional basis.

For defendants, jurisdictional challenges must be raised promptly, typically in the first responsive pleading or pre-answer motion, or they may be waived. A successful motion to dismiss for lack of personal jurisdiction (CPLR § 3211(a)(8)) can end the New York litigation entirely, forcing the plaintiff to start over in another forum.

Whether you are trying to bring an out-of-state company to account in New York, or defend against a lawsuit here, jurisdictional strategy can determine the outcome before the merits are ever reached. If you have questions about whether your dispute can — or must — be litigated in New York, please reach out to Maximilian directly at mtf@gdblaw.com.