New York Court of Appeals

Ester Lelchook v. Société Générale de Banque au Liban SAL

April 18, 2024

Summary

The court answered affirmatively that, under New York law, an entity that acquires all of another entity's assets and liabilities inherits the predecessor's status for purposes of specific personal jurisdiction, even absent a merger. It rejected the argument that the long-arm statute's reference to agency acts implicitly excludes successor jurisdiction and concluded that fairness, successor-liability principles, and avoidance of jurisdictional evasion support imputation. The court declined to answer the certified question concerning the circumstances in which the acquiring entity is subject to specific personal jurisdiction because that question was unnecessary.