SUE L. ROBINSON, District Judge.
On March 6, 2015, plaintiffs Phunware, Inc. ("Phunware") and Rain Acquisition, LLC ("Rain") (collectively, "plaintiffs") filed this action for damages against Excelmind Group Limited, Excelmind Capital Limited, and Seawood Resources, Inc. (collectively, "defendants"), alleging breach of a Share Purchase Agreement dated October 7, 2014 (the "SPA" or the "Agreement"), and other tortious conduct. Presently before the court are Excelmind Group ("Excelmind") and Excelmind Capital Limited's ("ECL," and collectively, "ECL defendants") motion to dismiss (D.I. 10), ECL defendants' motion to assess costs and for a stay pursuant to Federal Rule of Civil Procedure 41(d) (D.I. 12), and Seawood Resources, Inc.'s ("Seawood") motion to dismiss (D.I. 23). The court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332. For the reasons that follow, the court grants ECL defendants' motions to dismiss, denies ECL defendants'
Phunware and Rain are Delaware corporations with Phunware's principal place of business in Austin, Texas. (D.I. 2 at ¶ 12) Excelmind and ECL are British Virgin Islands corporations. Seawood is a Philippines corporation with its principal place of business in Makati City, Manila, Philippines. (D.I. 2, ¶ 8; D.I. 24 at 9; D.I. 36 at ¶ 4)
Plaintiffs allege that defendants approached the IG Group
These negotiations ultimately resulted in the SPA, whereby plaintiffs were to purchase all of the outstanding equity in privately-held Excelmind for $6 million and approximately $27 million in Phunware stock. (D.I. 2 at ¶ 2) The SPA, which superseded the LOI, was finalized on October 7, 2014, and contained a drop dead date for the transaction 30 days following the execution of the SPA. (Id., ex. A at 68, 72; 1, 2, 21, 22) The SPA is a contract among Phunware, Rain, Excelmind, and ECL. (D.I. 2 at ¶ 22)
Defendant Seawood, alleged to have a "control relationship" with ECL, was not a party to the SPA. (Id. at 2, 5, 22) Vera Cruz, Seawood's Managing Director, signed the SPA as "Director" of ECL defendants. (D.I. 2, ex. A at 75)
ECL defendants point to the following provisions of the SPA as relevant to the instant dispute: (a) SPA § 9.01, the drop dead date termination provision providing that if closing did not occur within a 30-day window,
Plaintiffs point to the following provisions of the SPA as relevant: (a) SPA § 7.01, containing a lengthy provision in which the parties sought to ensure one another that there was no "Material Deviation"
(Id. at 58); and (c) SPA § 9.01, the aforementioned termination provision (Id. at 68-69).
Plaintiffs did not provide the required audited financial statements by the November 6, 2014 drop dead date. (D.I. 2 at ¶¶ 28, 40) Plaintiffs allege, however, that they provided defendants with updated estimated adjusted revenue amounts as they waited for Ernst and Young, Phunware's outside auditors, to provide audited financial statements. Plaintiffs also allege that defendants never suggested that the updated estimates were problematic. (D.I. 2 at ¶¶ 28-29) After an in-person meeting on November 12, 2014, Seawood Director and Chairman of Seawood's Investment Committee stated that defendants were "looking forward to a successful conclusion of this transaction." (Id.) Phunware provided revenue estimates to defendants on November 14, November 22, and December 4, 2014. (Id. at 30-32) Alonte responded to the November 22, 2014 update by stating that he "was looking forward to getting this deal closed as well." (Id. at ¶ 31)
Plaintiffs allege that on December 4, 2014, Alonte acknowledged in emails having met with executives of an IG Group competitor, Xurpas, and "discussed the possibility of an alternative transaction." (D.I. 2 at ¶ 5) On December 5, 2014, ECL delivered to Phunware a written notice of termination ("Notice of Termination") pursuant to SPA Section 9.01(b). (D.I. 2 at ¶¶ 6, 42) The Notice of Termination
On December 16, 2014, plaintiffs filed a complaint in the Delaware Court of Chancery, alleging breach of contract and breach of the covenant of good faith and fair dealing. (D.I. 11, ex. A) Plaintiffs requested specific performance of the SPA and sought expedited relief. (D.I. 30 at 1) The Court of Chancery denied this motion to expedite on the basis that plaintiffs did not have a "sufficiently colorable claim." (D.I. 11, ex. Bat 5) On January 5 and 6, 2015, defendants moved to dismiss for failure to state a claim. On February 4, 2015, ECL filed its combined brief in support of its motions to dismiss. On March 6, 2014, plaintiffs voluntarily dismissed the action and, on the same day, filed the pending
"If a plaintiff who previously dismissed an action in any court files an action based on or including the same claim against the same defendant, the court: (1) may order the plaintiff to pay all or part of the costs of that previous action; and (2) may stay the proceedings until the plaintiff has complied." Fed. R. Civ. P. 41(d).
Rule 41(d) endows federal courts with "broad discretion" to order stays and the payment of costs to deter "forum shopping and vexatious litigation."
A motion filed under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of a complaint's factual allegations. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007); Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir.1993). A complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of what the . . . claim is and the grounds upon which it rests." Twombly, 550 U.S. at 545, 127 S.Ct. 1955 (internal quotation marks omitted) (interpreting Fed. R. Civ. P. 8(a)). Consistent with the Supreme Court's rulings in Twombly and Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009), the Third Circuit requires a two-part analysis when reviewing a Rule 12(b)(6) motion. Edwards v. A.H. Cornell & Son, Inc., 610 F.3d 217, 219 (3d Cir.2010); Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir.2009). First, a court should separate the factual and legal elements of a claim, accepting the facts and disregarding the legal conclusions. Fowler, 578 F.3d. at 210-11. Second, a court should determine whether the remaining well-pied facts sufficiently show that the plaintiff "has a `plausible claim for relief.'" Id. at 211 (quoting Iqbal, 556 U.S. at 679, 129 S.Ct. 1937). As part of the analysis, a court must accept all well-pleaded factual allegations in the complaint as true, and view them in the light most favorable to the plaintiff. See Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007); Christopher v. Harbury, 536 U.S. 403, 406, 122 S.Ct. 2179, 153 L.Ed.2d 413 (2002); Phillips v. Cnty. of Allegheny, 515 F.3d 224, 231 (3d Cir.2008). In this regard, a court may consider the pleadings, public record, orders, exhibits attached to the complaint, and documents incorporated into the complaint by reference. Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007); Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1384-85 n. 2 (3d Cir.1994).
Rule 12(b)(2) directs the court to dismiss a case when the court lacks personal jurisdiction over the defendant. Fed. R. Civ. P. 12(b)(2). When reviewing a motion to dismiss pursuant to Rule 12(b)(2), a court must accept as true all allegations of jurisdictional fact made by the plaintiff and resolve all factual disputes in the plaintiff's favor. Traynor v. Liu, 495 F.Supp.2d 444, 448 (D.Del.2007). Once a jurisdictional defense has been raised, the plaintiff bears the burden of establishing, with reasonable particularity, that sufficient minimum contacts have occurred between the defendant and the forum to support jurisdiction. See Provident Nat'l Bank v. Cal. Fed. Sav. & Loan Ass'n, 819 F.2d 434, 437 (3d Cir. 1987). To meet this burden, the plaintiff must produce "sworn affidavits or other competent evidence," since a Rule 12(b)(2) motion "requires resolution of factual issues outside the pleadings." Time Share Vacation Club v. Atlantic Resorts, Ltd., 735 F.2d 61, 67 n. 9 (3d Cir.1984).
To establish personal jurisdiction, a plaintiff must produce facts sufficient to satisfy two requirements by a preponderance of the evidence, one statutory and one constitutional. See id. at 66; Reach & Assocs. v. Dencer, 269 F.Supp.2d 497, 502 (D.Del.2003). With respect to the statutory requirement, the court must determine whether there is a statutory basis for jurisdiction under the forum state's long-arm statute. See Reach & Assocs., 269 F.Supp.2d at 502. The constitutional basis requires the court to determine whether the exercise of jurisdiction comports with the defendant's right to due process. See id.; see also Intl Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945).
Pursuant to the relevant portions of Delaware's long-arm statute, 10 Del. C. § 3104(c)(1)-(4), a court may exercise personal jurisdiction over a defendant when the defendant or its agent:
10 Del. C. § 3104(c)(1)-(4). With the exception of (c)(4), the long-arm statute requires a showing of specific jurisdiction. See Shoemaker v. McConnell, 556 F.Supp.2d 351, 354, 355 (D.Del.2008). Subsection (4) confers general jurisdiction, which requires a greater number of contacts, but allows the exercise of personal jurisdiction even when the claim is unrelated to the forum contacts. See Applied
If defendant is found to be within the reach of the long-arm statute, the court then must analyze whether the exercise of personal jurisdiction comports with due process, to wit, whether plaintiff has demonstrated that defendant "purposefully avail[ed] itself of the privilege of conducting activities within the forum State," so that it should "reasonably anticipate being haled into court there." World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980) (citations omitted). For the court to exercise specific personal jurisdiction consistent with due process, plaintiff's cause of action must have arisen from the defendant's activities in the forum state. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985). For the court to exercise general personal jurisdiction consistent with due process, plaintiff's cause of action can be unrelated to defendant's activities in the forum state, so long as defendant has "continuous and systematic contacts with the forum state." Applied Biosystems, Inc., 772 F.Supp. at 1458.
While plaintiffs shoulder the burden of demonstrating sufficient jurisdictional facts, "courts are to assist the plaintiff by allowing jurisdictional discovery unless the plaintiff's claim is `clearly frivolous.'" Toys "R" Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir.2003) (quoting Mass. Sch. of Law at Andover, Inc. v. Am. Bar Ass'n, 107 F.3d 1026, 1042 (3d Cir.1997)). "If a plaintiff presents factual allegations that suggest `with reasonable particularity' the possible existence of the requisite `contacts between [the parties] and the forum state,' the plaintiff's right to conduct jurisdictional discovery should be sustained." Id. at 456 (quoting Mellon Bank (East) PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir.1992)). A court must determine whether certain discovery avenues, "if explored, might provide the `something more' needed" to establish personal jurisdiction. Toys "R" Us, 318 F.3d at 456.
Defendants aver that the complaint filed in the present action is largely similar to that which was filed in the Court of Chancery action, rendering it repetitive and vexatious. Indeed, of the thirty-four factual allegations in the Chancery complaint, twenty-five were copied verbatim instantly. Of the remaining nine, three were omitted and six were not materially altered. Not one new allegation was added to the federal complaint. (D.I. 2 at ¶¶ 17, 39, 41, 45, 47; 16-47) Plaintiffs do not deny that the claims are similar. (D.I. 30 at 5-6)
However, the relief sought is not repetitive, as plaintiffs seek a different remedy in their second filing, that is, damages. Generally, costs have only been imposed in cases where "the plaintiff has brought an identical, or nearly identical claim and requested identical, or nearly identical
Plaintiffs aver that even if the complaints are similar, plaintiffs acted in good faith because they re-filed in order to avoid a dismissal for lack of subject matter jurisdiction in the Court of Chancery. The Court of Chancery can acquire subject matter jurisdiction over a case in three ways: (1) at least one claim for relief is equitable; (2) the plaintiff requests relief that is equitable; or (3) subject matter jurisdiction is conferred by statute. Candlewood Timber Grp., LLC v. Pan. Am. Energy, LLC, 859 A.2d 989, 997 (Del.2004). The fact that a complaint contains a prayer for an equitable remedy, without more, does not conclude the jurisdictional analysis. The appropriate analysis requires a "realistic assessment of the nature of the wrong alleged and the remedy available in order to determine whether or not a legal remedy is available and fully adequate." Id.
Defendants cite the equity "clean-up" doctrine as evidence that plaintiffs were not acting in good faith when they withdrew their Court of Chancery suit and re-filed in District Court.
Although plaintiffs sought both damages and equitable relief in the Court of Chancery, in denying plaintiffs' motion to expedite, the court stated that plaintiffs did not state a colorable claim for specific performance.
To recover costs, defendants must show they suffered prejudice in the form
The case-at-bar has not proceeded far past the pleadings. Moreover, defendants' motion to dismiss is similar to their motion to dismiss the Chancery complaint, rendering this part of the current litigation a low-cost endeavor.
"In order to survive a motion to dismiss for failure to state a breach of contract claim, [a] plaintiff must demonstrate: first, the existence of the contract, whether express or implied; second, the breach of an obligation imposed by that contract; and third, the resultant damage to the plaintiff." VLIW Tech., LLC v. Hewlett-Packard Co., 840 A.2d 606, 612 (Del.2003) (citations omitted).
It is undisputed that plaintiffs and defendants entered into the SPA. (D.I. 2, ex. A) Plaintiffs allege that defendants' conduct breached these contracts; likewise, plaintiffs allege that they incurred monetary damages in an amount no less than $75,000. (D.I. 2 at ¶ 52)
"Under Delaware law, the elements of a breach of contract claim are: (1) a contractual obligation; (2) a breach of that obligation by the defendant; and (3) a resulting damage to the plaintiffs." Wave-Division Holdings, LLC v. Millennium Digital Media Systems, L.L.C., Civ. No. 2993-VCS, 2010 WL 3706624, at *13 (Del. Ch.2010) (citing H-M Wexford LLC v. Encorp, Inc., 832 A.2d 129, 140 (Del.Ch. 2003)).
ECL defendants assert that they were entitled to terminate the agreement. "Under standard rules of contract interpretation, a court must determine the intent of the parties from the contract language." Twin City Fire Ins. Co. v. Delaware Racing Ass'n, 840 A.2d 624, 628 (Del.2003). Where the contract contains no ambiguity, "the Court interprets the contract based on the plain meaning of the language on the face of the contract." Id. The court may grant a motion to dismiss when unambiguous language of a contract contradicts plaintiffs' allegations in a complaint. See Nat'l Distillers & Chem. Corp. v. Dep't of Energy, 1980 WL 1057, at *1-3 (D.Del. Oct. 23, 1980).
Plaintiffs, however, assert in their briefs that ECL defendants waived their right to terminate the SPA under § 9.01(b) in the time following plaintiffs' breach. (D.I. 31 at 21-23) SPA § 10.02 provides in relevant part that "no failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or of the exercise of any other right, power or privilege." (D.I. 2, ex. A at 71) Even though the parties continued to work towards a closing, ECL defendants maintained the right to exercise termination after the drop dead date. See National Data Payment Sys., Inc. v. Meridian Bank, 18 F.Supp.2d 543 (E.D.Pa. 1998) (holding that even when parties negotiated after the drop dead date of a contract with a written waiver provision, the lack of an express written waiver, along with "no delay language" in the agreement, rendered defendants' termination of the contract valid), aff'd, 212 F.3d 849, 855 (3d Cir.2000); see also Central Mortg. Co. v. Morgan Stanley Mortg. Capital Holdings LLC, 2012 WL 3201139, at *26 (Del.Ch. Aug. 7, 2012) (emphasizing the importance of nonwaiver clauses because they "give parties a low-cost method of resolving some disputes arising under their agreement").
A waiver would only be effective if made in writing. In Delaware, "[w]aiver is the voluntary and intentional relinquishment of a known right. It implies knowledge of all material facts and an intent to waive, together with a willingness to refrain from enforcing those contractual rights." Seidensticker v. Gasparilla Inn, Inc., 2007 WL 1930428, at *6 (Del.Ch. June 19, 2007). SPA § 7.01 states that a waiver of closing conditions must be in writing, and SPA § 10.02 provides in relevant part that "[a]ny provision of [the SPA] may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by the Company, Purchaser, and Shareholder, or in the case of a waiver, by the party against whom the waiver is to be effective." (D.I. 2, ex. A at 59, 71)
In the case at bar, plaintiffs aver that emails sent by ECL defendants constitute a written waiver of the termination provision. (D.I. 31 at 22) They point to the following specific emails: (a) a pre-SPA email in which Vera Cruz stated that she "doubted" that outside auditor Ernst and Young could provide the audited financial materials "in less than 30 days in a costeffective manner" but that she "want[ed] to give it a proper go" (D.I. 2, ex. H); (b) a November 12, 2014 email sent after the
Plaintiffs aver that ECL defendants breached the SPA. Plaintiffs first point to SPA § 6.07. (D.I. 31 at 20) Section 6.07 states in relevant part that parties must "use commercially reasonable efforts" to "effectuate the transactions contemplated hereby, to fulfill and cause to be fulfilled the conditions to closing under this Agreement and to cause the Closing to occur as soon as practicable following the date of this Agreement." (D.I. 2, ex. A at 57)
A termination option that comes after a drop dead date supersedes a best efforts obligation.
Plaintiffs also aver that ECL defendants breached SPA § 6.09(a). That section provides that,
ECL defendants respond by averring that plaintiffs did not plead an explanation as to how such a breach could result in any damages. Defendants support this assertion by stating that the SPA already was subject to termination.
A breach of contract complaint may be dismissed where the plaintiffs' claims are "not tied to any damages." Tuno v. NWC Warranty Corp., 552 Fed.
Under Delaware law, an implied duty of good faith and fair dealing is interwoven into every contract. Anderson v. Wachovia Mortg. Corp., 497 F.Supp.2d 572, 581 (D.Del.2007). The Delaware Supreme Court recognizes "the occasional necessity of implying contract terms to ensure the parties' reasonable expectations are fulfilled. This quasi-reformation, however, should be [a] rare and fact-intensive exercise." Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 901 A.2d 106, 116 (Del.2006) (quoting Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434, 442 (Del.2005) (alteration and omission in original)). In general, the implied covenant requires "a party in a contractual relationship to refrain from arbitrary or unreasonable conduct which has the effect of preventing the other party to the contract from receiving the fruits" of the contract. Dunlap, 878 A.2d at 447 (citations omitted).
"In order to plead successfully a breach of an implied covenant of good faith and fair dealing, the plaintiff must allege a specific implied contractual obligation, a breach of that obligation by the defendant, and resulting damage to the plaintiff." Fitzgerald v. Cantor, Civ. No. 16297-NC, 1998 WL 842316, at *1 (Del.Ch. Nov. 10, 1998) (citing Moore Bus. Forms, Inc. v. Cordant Holdings Corp., Civ. No. 13911, at 13, 1995 WL 662685 (Del.Ch. Nov. 2, 1995)). The covenant applies when "the contract is silent on the subject, revealing a gap that the implied covenant might fill." Allen v. El Paso Pipeline GP Co., LLC, 2014 WL 2819005, at *10 (Del. Ch. June 20, 2014).
Plaintiffs point to "the parties' implicit agreement . . . that the EY audited financials for Phunware could be delivered beyond the Drop Dead Date without affording Defendants the right to terminate freely if that occurred," acknowledging that such an "implicit agreement" means "the intent of the parties was in tension with the letter of the agreement." (D.I. 31 at 24-25) This "implicit agreement," if taken as true, did not, however, create a gap in the contract: the SPA clearly provided that ECL defendants could terminate the agreement if plaintiffs did not deliver audited financials by the drop dead date. See Nationwide Emerging Managers LLC, et al. v. Northpointe Holdings, LLC, et al., 112 A.3d 878, 896 (Del.2015) ("The implied covenant of good faith and fair dealing . . . does not apply when the contract addresses the conduct at issue");
Plaintiffs allege that Seawood's contacts with Delaware are sufficient for this court to exert personal jurisdiction over Seawood. See Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). A plaintiff is tasked with showing "a statutory basis for exercising jurisdiction under the Delaware long-arm statute" and subsequently, showing that the exercise of jurisdiction comports with the defendant's right to due process. Reach & Assocs., 269 F.Supp.2d at 502.
Plaintiffs first assert that the SPA's "consent-to-jurisdiction" provision subjects Seawood, a non-signatory to the SPA, to personal jurisdiction in Delaware. When personal jurisdiction over a party is alleged to exist as a result of a forum selection clause in a contract to which the party is a non-signatory, the court follows the three-step analysis developed in Hadley v. Shaffer, Civ. No. 99-144, 2003 WL 21960406, at *4 (D.Del. Aug. 12, 2003). First, the court must determine whether the contract's forum selection clause is valid. Id. Then, the court must decide whether the party is a third-party beneficiary or closely related party to the agreement. Id. Finally, the court must ascertain if the claims against the party arise from its status related to the agreement. Id. at *6.
Plaintiffs do not argue that Seawood is a third-party beneficiary to the SPA.
Courts utilize equitable estoppel to "prevent a non-signatory from embracing a contract, and then turning its back on the portions of the contract . . . that it finds distasteful." E.I. DuPont de Nemours and Co. v. Rhone Poulenc Fiber and Resin Intermediates, S.A.S., 269 F.3d 187, 200 (3d Cir.2001). There is no indication
Plaintiffs alternatively argue that Seawood is subject to jurisdiction under the Delaware long-arm statute provision stating that a non-resident corporation is subject to personal jurisdiction when it "[t]ransacts any business or performs any character of work or service in the State." 10 Del. C. § 3104(c)(1). Subsection (c)(1) "requires that some act must actually have occurred in Delaware." Applied Biosystems, Inc., 772 F.Supp. at 1466. Absent evidence of continuous and systematic contacts with Delaware (as contemplated under § 3104(c)(4)), transacting business with a Delaware corporation out-side of Delaware does not satisfy Delaware's long-arm statute. See Boone v. Oy Partek Ab, 724 A.2d 1150, 1156 (Del.Super.1997) ("it is clear that this section also requires that the defendant perform the act in this State").
Plaintiffs again point to Vera Cruz's role in negotiating the LOI, including her use of a Seawood email address and the fact that Seawood signed the expired and superseded LOI, which contained Delaware choice of law and consent-to-jurisdiction provisions. (D.I. 31 at 13-14) The LOI and the clauses contained therein are irrelevant because plaintiffs' claims arise out of the SPA, which superseded
The court must next evaluate whether an exercise of personal jurisdiction comports with due process by assessing whether Seawood possesses the requisite minimum contacts with Delaware and Delaware entities to warrant a finding of specific jurisdiction. Plaintiffs again point to the LOI's choice of law and consent-to-jurisdiction provisions and Vera Cruz's negotiations for and signature on the SPA. (D.I. 31 at 15) For the same reasons that Seawood is not subject to personal jurisdiction under Delaware's long-arm statute, subjecting Seawood to personal jurisdiction would violate due process.
To receive jurisdictional discovery, plaintiffs must claim that their factual allegations establish with reasonable particularity the possible existence of requisite contacts. If they do not, to allow jurisdictional discovery would "allow plaintiff to undertake a fishing expedition based only upon bare allegations." Inno360 v. Zakta, LLC, 50 F.Supp.3d 587, 597 (D.Del. 2014). In addition, "the United States Supreme Court has held that courts should `exercise special vigilance to protect foreign litigants from the danger that unnecessary, or unduly burdensome, discovery may place [on] them.'" Telcordia Tech., Inc. v. Alcatel S.A., Civ. No. 04-874 GMS, 2005 WL 1268061, at *8 (D.Del. May 27, 2015). Jurisdictional discovery, however, is "particularly appropriate where the defendant is a corporation." Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 336 (3d Cir.2009).
Plaintiffs make two primary allegations which they contend warrant jurisdictional discovery: first, they allege that Seawood
Plaintiffs first urge that Seawood did have corporate affiliation with the other
Plaintiffs next urge that jurisdictional discovery "may lead to definitive evidence about what benefits Seawood stood to derive from the SPA," but do not give factual allegations supporting this request. (D.I. 31 at 17) To grant a request for jurisdictional discovery under such circumstances would be to allow plaintiffs to "undertake a fishing expedition based only upon bare allegations." Therefore, the court declines to allow jurisdictional discovery on this ground.
For the reasons discussed above, the court grants ECL defendants' motion to dismiss for failure to state a claim, denies ECL defendants' motion to assess costs and for a stay, and grants Seawood's motion to dismiss for lack of personal jurisdiction. An order shall issue.
