DKC Group Holdings, LLC v. Reece, Inc.

Summary

The Appellate Division, First Department affirmed dismissal of plaintiffs’ aiding-and-abetting breach of fiduciary duty claim for lack of personal jurisdiction under CPLR 3211(a)(8). The court held that the claim did not arise from or relate to the parties’ confidentiality agreement and therefore was not covered by its New York forum-selection clause, despite overlapping operative facts with plaintiffs’ contract claim.

Holdings

1. The claim did not arise out of or relate to the confidentiality agreement because the fiduciary duties underlying the claim arose from separate award agreements between plaintiffs and the former employees.
2. Supreme Court properly dismissed the aiding-and-abetting claim under CPLR 3211(a)(8) for lack of personal jurisdiction.

Questions Presented

1. Whether plaintiffs pleaded a sufficient nexus between their aiding-and-abetting breach-of-fiduciary-duty claim and the confidentiality agreement's New York forum-selection clause to establish personal jurisdiction over defendant.
2. Whether overlap between the operative facts supporting the aiding-and-abetting claim and the breach-of-contract claim brought the tort claim within the scope of the confidentiality agreement's forum-selection clause.
3. Whether the court needed to reach plaintiffs' alternative arguments concerning dismissal under CPLR 3211(a)(4).

Disposition

affirmed