Anderson Trucking Svc Inc v. Eagle Underwriting Group, Inc. et al

Filing 83

RULING (see attached) denying, without prejudice, Defendant Australian National Maritime Museum's 32 Motion to Dismiss for Lack of Subject Matter Jurisdiction; granting Defendants Eagle Underwriting Group and Woods Hole Oceanographic In stitution's 33 Motion to Dismiss Plaintiff's Complaint for Declaratory Judgment; granting Defendant Ridgeway International USA Inc.'s 47 Motion to Dismiss the Complaint; and granting in part and denying in part Plaint iff Anderson Trucking Service Inc.'s 39 Motion for Leave to Conduct Jurisdictional Discovery. Plaintiff Anderson's 1 Complaint for Declaratory Judgment is DISMISSED against Defendants Eagle Underwriting Group, Woods Hole O ceanographic Institution, and Ridgeway International USA Inc. for lack of personal jurisdiction. Consistent with the attached Ruling, Plaintiff Anderson is directed to file a notice with the Court on or before September 24, 2018, indicating wh ether it intends to pursue this matter against the Museum. If it intends to proceed, Anderson should file with the notice a memorandum of law, addressing the issues raised by the Court in the attached Ruling. If so inclined, Defendant Australian Nati onal Maritime Museum may file a response to Plaintiff's memorandum of law on or before October 8, 2018. The Court hereby STAYS all discovery and deadlines until these issues are resolved. Signed by Judge Charles S. Haight, Jr. on 8/23/2018. (Kaczmarek, S.)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF CONNECTICUT

ANDERSON TRUCKING SERVICE, INC.,
Civil Action No.
3:17-cv-00817 (CSH)

Plaintiff,
v.
EAGLE UNDERWRITING GROUP, INC.,
WOODS HOLE OCEANOGRAPHIC
INSTITUTION, RIDGEWAY
INTERNATIONAL USA, INC.,
AUSTRALIAN NATIONAL MARITIME
MUSEUM,

AUGUST 23, 2018

Defendants.

RULING ON MOTIONS TO DISMISS [DOCS. 32, 33, 47]
AND ON MOTION FOR JURISDICTIONAL DISCOVERY [DOC. 39]
HAIGHT, Senior District Judge:
Plaintiff Anderson Trucking Service, Inc. ("Anderson" or "Plaintiff"), brings this declaratory
judgment action against Defendants Eagle Underwriting Group, Inc. ("Eagle"); Woods Hole
Oceanographic Institution ("WHOI"); Ridgeway International USA, Inc. ("Ridgeway"); and the
Australian National Maritime Museum ("Museum"). This matter involves a submersible owned by
WHOI, on loan to the Museum, and in transit on Anderson's vehicle when it was damaged by fire.
Anderson brings this suit seeking a declaration that it is not liable for any damage incurred by the
submersible; or in the event it is found liable for such damage, its liability is limited. Each Defendant
has moved to dismiss the Complaint; those motions are resisted by Plaintiff. In response to the
motions to dismiss, Plaintiff has moved for leave to conduct jurisdictional discovery, a motion
opposed by Defendants. This Ruling resolves the pending motions.
1

I.

PROCEDURAL BACKGROUND

Plaintiff brings this action pursuant to the Declaratory Judgment Act, 28 U.S.C. § 2201,
which provides that "[i]n a case of actual controversy within its jurisdiction . . . any court of the
United States, upon the filing of an appropriate pleading, may declare the rights and other legal
relations of any interested party seeking such declaration, whether or not further relief is or could be
sought." 28 U.S.C. §2201(a). This Act, however, "does not by itself confer subject matter jurisdiction
on the federal courts. Rather, there must be an independent basis of jurisdiction before a district court
may issue a declaratory judgment." Correspondent Servs. Corp. v. First Equities Corp. of Fla., 442
F.3d 767, 769 (2d Cir. 2006) (internal citation omitted).
The Complaint, filed on May 17, 2017, alleges that the Court has subject matter jurisdiction
over this matter pursuant to 28 U.S.C. §§ 1331 and 1337, as this action arises under the laws of the
United States and under an Act of Congress regulating interstate commerce; specifically, the
Carriage of Goods by Sea Act ("COGSA"), 46 U.S.C. § 30701; or, alternatively, the Carmack
Amendment to the Interstate Commerce Commission Termination Act, 49 U.S.C. § 14706, and the
amount in controversy exceeds $10,000. Complaint, Doc. 1 ¶ 8. Plaintiff also invokes the Court's
diversity jurisdiction under 28 U.S.C. § 1332, asserting that the parties are completely diverse, and
that the amount in controversy exceeds $75,000, exclusive of interests and costs. Id. at ¶ 9.
On November 21, 2017, WHOI filed an action in the District of Massachusetts against
Anderson, Ridgeway, the Museum, and other defendants, seeking damages, fees and costs.1 Woods
Hole Oceanographic Institution v. ATS Specialized, Inc., 1:17-CV-12301(NMG) (D. Mass. 2017)
1

Defendant Eagle is not a party to the Massachusetts action. The other defendants appearing
in the Massachusetts action include Sam Broughton Wright, Jr.; Guy Tombs Limited; Service Tire
Truck Center, Inc.; and TravelCenters of America.
2

("Massachusetts Action").
On November 22, 2017, in the instant matter, the Museum filed a motion to dismiss the
declaratory judgment complaint, pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure.
Doc. 32. The Museum contends that this Court lacks subject matter jurisdiction, pursuant to the
Foreign Sovereign Immunities Act ("FSIA"). 28 U.S.C. §§ 1602 et seq.2 Id. On November 30, 2017,
Defendants WHOI and Eagle jointly filed a motion to dismiss, pursuant to Rule 12(b)(2), for lack
of personal jurisdiction; pursuant to Rule 12(b)(6), for failure to state a claim; and pursuant to Rule
12(b)(7), for failure to join indispensable parties. Doc. 33. In the alternative, the motion seeks
transfer of this action to the District of Massachusetts, and also urges the Court to abstain from
exercising jurisdiction under the Declaratory Judgment Act, 28 U.S.C. § 2201(a). Id.
On December 22, 2017, also in this case, Anderson filed a motion seeking leave to conduct
jurisdictional discovery. Doc. 39. On January 9, 2018, Ridgeway filed a motion to dismiss the
complaint for lack of personal jurisdiction, pursuant to Rule 12(b)(2), and for failure to state a claim,
pursuant to Rule 12(b)(6). Doc. 47. In the alternative, Ridgeway's motion states that to the extent that
the complaint is dismissed against any co-defendant for lack of personal jurisdiction, or if any
2

The Museum also moves to dismiss the Complaint pursuant to Rule 12(b)(6) contending
that the Complaint fails to state a claim because the Court lacks subject matter jurisdiction. See Doc.
32 at 1. The Museum's motion further notes that it is "not subject to personal jurisdiction" because
it "lacks significant contacts with both the United States and Connecticut." Id. The Museum states
that should the Court deny its motion to dismiss, it "will file a motion to dismiss for lack of personal
jurisdiction." Id. Without intimating any view on this position, the Court notes that under the FSIA,
"federal courts are empowered to exercise personal jurisdiction over a foreign sovereign when two
conditions obtain: (1) an exception from jurisdictional immunity established by the FSIA applies,
and (2) the sovereign has been served with process in accordance with the FSIA's provisions." Mobil
Cerro Negro, Ltd. v. Bolivarian Republic of Venezuela, 863 F.3d 96, 104 (2d Cir. 2017) (footnote
omitted) (citing 28 U.S.C. § 1330(b)); see also Shapiro v. Republic of Bolivia, 930 F.2d 1013, 1020
(2d Cir. 1991) ("Under the FSIA personal jurisdiction [over a foreign sovereign] equals subject
matter jurisdiction plus valid service of process.").
3

indispensable party cannot be joined, the complaint should be dismissed. See id.
On February 23, 2018, the Court held oral argument on the pending motions. Doc. 72.
II.

FACTUAL BACKGROUND

The following facts are derived from the Complaint, Doc. 1.
Anderson, the declaratory Plaintiff, is a Minnesota corporation with its principal place of
business in Minnesota. Doc. 1 ¶ 1.
As for Defendants: Eagle is an insurance company organized and existing and with its
principal place in Canada. Id. ¶ 2. WHOI is a corporation organized and existing in Massachusetts,
with its principal place of business in Massachusetts. Id. ¶ 3. Ridgeway is a corporation organized
and existing in New York, with its principal place of business in New York. Id. ¶ 4. The Museum
is an agency or part of the Commonwealth of Australia, with its principal place of business in
Australia. Id. ¶ 5.
The Complaint does not allege any specific facts which would allow the Court to establish
jurisdiction over the Defendants, beyond the allegations that Defendants Eagle and the Museum are
"authorized to conduct business" in the United States and in Connecticut. Id. ¶¶ 2, 5.
Anderson alleges that WHOI and/or the Museum contracted with Ridgeway, a freight
forwarder, or a Non-Vessel Operating Common Carrier ("NVOCC"), to arrange for the transport of
a "used submarine" from Woods Hole, Massachusetts to Australia. Doc. 1 ¶ 13. The submarine was
to be provided without charge to the Museum by WHOI. Id. ¶ 14. According to Anderson, the
transport of the submarine was to be one continuous movement "on a through, ocean, or combined
transport bill of lading or waybill, subject to Ridgeway's terms of service." Id. ¶ 15-16. Those terms
provide that WHOI and the Museum will not file any claim, or have any right of recovery against
4

any subcontractor of Ridgeway for damage or loss. Id. ¶ 19.
Anderson alleges that it was notified by Ridgeway that the value of the submarine was five
million dollars. Id. ¶ 23. Anderson informed Ridgeway that at the quoted price to transport the
submarine, $1600, it would not accept liability for the full value of the vessel. Id. Anderson told
Ridgeway that its customers should purchase insurance, and such insurance was indeed purchased
from Eagle. Id. ¶ 24-5.
Anderson alleges that Ridgeway arranged for the transportation of the submarine. Id. ¶ 20.
With the authority to act as an agent for WHOI and/or the Museum, Ridgeway contracted with
Anderson, a motor carrier, to transport the submarine on its first leg of the journey, from Woods
Hole, Massachusetts, to Baltimore, Maryland. Id. ¶ 21-22. The submarine was to then travel by
ocean carrier from Baltimore to Australia. Id. ¶ 20.
On July 23, 2015, Anderson and Ridgeway took possession of the submarine in Woods Hole.
Id. ¶ 25. While en route on I-95 in Connecticut, Anderson's trailer caught fire, resulting in damage
to the submarine. Id. ¶ 26.
On April 1, 2016, Eagle and WHOI sent a claim to Anderson for damage to the submarine,
in the amount of $8,307,101. Id. ¶ 27. "Upon information and belief," Eagle has at least partially
indemnified WHOI and/or [the Museum] for the loss, "and is fully or partially subrogated to Woods
Hole's and/or [the Museum's] claim against [Anderson] to the extent of this indemnification." Id. ¶
28.
III.

DISCUSSION

Defendants raise a number of issues in support of their motions for dismissal, but common
to each of the motions is the argument that the complaint should be dismissed for lack of jurisdiction
5

(subject matter or personal jurisdiction, depending on the Defendant involved).
The Museum contends that this Court lacks subject matter jurisdiction over the claims
brought against it, pursuant to the FSIA. Defendants WHOI, Eagle, and Ridgeway argue that this
action should be dismissed against them for lack of personal jurisdiction. In response to the
Defendants' motions to dismiss on jurisdictional grounds, Anderson moves for leave to conduct
jurisdictional discovery. Each of the motions presents questions regarding the scope of this Court's
authority to hear this matter. The Court will address those questions in the first instance.
A.

The FSIA
The Museum, a defendant in this matter, is a corporation "empowered to act on behalf of the

Commonwealth" of Australia, and is owned by the Australian government. Declaration of Peter
Rout, Doc. 32-2 ¶ 2. The Museum is funded by the Australian government and operates on a non-forprofit basis. Id. As an arm of a sovereign foreign state, the Museum asserts that it is immune from
the jurisdiction of this federal court under the FSIA, 28 U.S.C. § 1602 et seq. Consequently, the
Museum argues, this Court lacks jurisdiction over the claims asserted against it in this matter.
On a motion to dismiss pursuant to Rule 12(b)(1) of the Federal Rules of Civil Procedure,
a plaintiff bears the burden of proving subject matter jurisdiction by a preponderance of the evidence.
Aurecchione v. Schoolman Transp. Sys., Inc., 426 F.3d 635, 638 (2d Cir. 2005). "In considering such
a motion, the Court generally must accept the material factual allegations in the complaint as true.
The Court does not, however, draw all reasonable inferences in the plaintiff's favor." Hijazi v.
Permanent Mission Of Saudi Arabia to United Nations, 689 F. Supp. 2d 669, 670 (S.D.N.Y.)
(citation omitted), aff'd, 403 F. App'x 631 (2d Cir. 2010).
Under the FSIA, a "a foreign state shall be immune from the jurisdiction of the courts of the
6

United States," unless a statutorily enumerated exception applies. 28 U.S.C. § 1604. "The FSIA thus
provides the sole basis for obtaining jurisdiction over a foreign sovereign in the United States."
Republic of Argentina v. Weltover, Inc., 504 U.S. 607 (1992) (quotation marks and citation omitted);
see also Atlantica Holdings v. Sovereign Wealth Fund Samruk-Kazyna JSC, 813 F.3d 98, 106 (2d
Cir. 2016) (same), cert. denied sub nom., Sovereign Wealth Fund Samruk-Kazyna JSC v. Atl.
Holdings, Inc., 137 S. Ct. 493 (2016). The FSIA "broadly immunizes foreign states from the
jurisdiction of the courts of the United States, subject to a number of specified exceptions." MMA
Consultants 1, Inc. v. Republic of Peru, 719 F. App'x 47, 51 (2d Cir. 2017) (quotation marks and
citation omitted).
Once a defendant establishes that it is, indeed, a "foreign state" under the FSIA, the
defendant is presumptively immune from suit in federal court. Swarna v. Al-Awadi,
622 F.3d 123, 143 (2d Cir. 2010). The plaintiff must then "establish by a
preponderance of the evidence that an exception under the FSIA permits jurisdiction
over the foreign sovereign." Id. If the plaintiff does indeed establish by a
preponderance of the evidence that an FSIA exception applies, "the foreign sovereign
then bears the ultimate burden of persuasion that the FSIA exception does not apply."
Id.
MMA Consultants 1, Inc., 719 F. App'x at 51. See also Anglo-Iberia Underwriting Mgmt. v. P.T.
Jamsostek, 600 F.3d 171, 175 (2d Cir. 2010) ("The ultimate burden of persuasion remains with the
party seeking sovereign immunity.").
Here, it is undisputed that the Museum is a political subdivision of the Commonwealth of
Australia, and that jurisdiction may only be obtained over the Museum in accordance with the FSIA.3
3

The FSIA's definition of a foreign state expressly "includes a political subdivision of a
foreign state or an agency or instrumentality of a foreign state," and defines an "agency or
instrumentality of a foreign state" as any entity
(1) which is a separate legal person, corporate or otherwise, and (2) which is an organ
of a foreign state or political subdivision thereof, or a majority of whose shares or
other ownership interest is owned by a foreign state or political subdivision thereof,
7

As a foreign state under the FSIA, the Museum is entitled to a presumption of immunity.
Accordingly, Anderson must establish that an exception to the FSIA applies to permit the Court's
jurisdiction over the Museum. Anderson contends that the FSIA's "commercial activity" exception,
28 U.S.C. § 1605(a)(2), applies.
"The single most important exception to foreign state immunity under the FSIA . . . is the
commercial-activity exception." Atlantica Holdings, 813 F.3d at 106 (quotation marks and citation
omitted). The commercial activity exception provides that a foreign state is not immune from
jurisdiction in any case
in which the action is based upon a commercial activity carried on in the United
States by the foreign state; or upon an act performed in the United States in
connection with a commercial activity of the foreign state elsewhere; or upon an act
outside the territory of the United States in connection with a commercial activity of
the foreign state elsewhere and that act causes a direct effect in the United States.
28 U.S.C. § 1605(a)(2). "As is plain from the language of the section, each of its three clauses
describes different categories of conduct for which the foreign state is denied immunity. A showing
that one condition is met is sufficient for the commercial activity exception to apply." Rogers v.
Petroleo Brasileiro, S.A., 673 F.3d 131, 136 (2d Cir. 2012) (internal quotation marks and citations
omitted).
Here, Anderson asserts that the first and second clauses of section 1605(a)(2) pertain to the
present matter, contending that when "the Museum entered into the Loan Agreement with WHOI
[for the loan of the submarine] and the contract with Ridgeway for the transportation of the
submarine, it engaged in commercial activity." Doc. 51 at 4. Anderson reasons that the Loan

and(3) which is neither a citizen of a State of the United States as defined in section
1332(c) and (e) of this title, nor created under the laws of any third country.
28 U.S.C. § 1603(a)-(b).
8

Agreement and the transportation contracts are "the type of actions by which a private party engages
in trade and traffic or commerce." Id. at 6 (quoting Weltover, 504 U.S. at 614). Anderson argues that
the Museum "has become a player in a commercial market," and that the suit seeks "a declaration
of rights arising from the Museum's activities in the market." Doc. 51 at 7.
The FSIA defines commercial activity as "either a regular course of commercial conduct or
a particular commercial transaction or act." 28 U.S.C. § 1603(d)."[W]hen a foreign government acts,
not as regulator of a market, but in the manner of a private player within it, the foreign sovereign's
actions are 'commercial' within the meaning of the FSIA." Weltover, 504 U.S. at 614. As Weltover
instructs us, the inquiry is
not whether the foreign government is acting with a profit motive or instead with the
aim of fulfilling uniquely sovereign objectives. Rather, the issue is whether the
particular actions that the foreign state performs (whatever the motive behind them)
are the type of actions by which a private party engages in trade and traffic or
commerce.
Id. (quotation marks and citation omitted); see also 28 U.S.C. § 1603(d) ("The commercial character
of an activity shall be determined by reference to the nature of the course of conduct or particular
transaction or act, rather than by reference to its purpose.").
The threshold step for determining whether Anderson has properly invoked the commercial
activity exception to the FSIA is to examine the nature of the act of the Museum that serves as the
basis for Plaintiff's claim. Anglo-Iberia Underwriting Mgmt. v. P.T. Jamsostek, 600 F.3d 171, 177
(2d Cir. 2010). Here, Anderson brings this declaratory judgment action to determine its liability for
damage to a submersible that occurred when the vessel was in transit to Australia. Submissions from
the parties indicate that the Museum entered into a loan agreement with WHOI for the submersible,
and then engaged a freight forwarder, Ridgeway, to assist in transporting the vessel from the United
9

States to Australia. Ridgeway, in turn, arranged with Anderson to transport the submersible on the
ground portion of the journey, from Woods Hole, Massachusetts, to Baltimore, Maryland. The record
contains a copy of a power of attorney, signed by the Museum, granting the freight forwarder certain
rights and powers, and agreeing to abide by Ridgeway's terms of service. Pursuant to the unsigned
loan agreement contained in the record, it appears, and is alleged, that the Museum was obligated
to procure insurance for the submarine. Ridgeway has submitted a declaration stating that, on behalf
of the Museum, it arranged for insurance to cover the submersible's transportation from
Massachusetts to Australia, and "then charged [the Museum] for the cost of the Cargo Policy." Doc.
49-1 at 14.
These actions are inherently commercial. They are acts that could be performed by private
parties; indeed, such acts are performed by private parties on a daily basis. Courts examining similar
activities carried on by foreign sovereigns have determined that such activities are commercial in
nature for the purposes of the FSIA. See, e.g., In re Air Crash Near Nantucket Island, Massachusetts,
on Oct. 31, 1999, 392 F. Supp. 2d 461, 468–69 (E.D.N.Y. 2005) ("MISR's issuance of the Hull and
Liability Policy was clearly a commercial activity[.]"), aff'd in part, appeal dismissed in part sub
nom., The Boeing Co. v. Egyptair, No. 05-5986-CV, 2007 WL 1315716 (2d Cir. May 7, 2007);
Malewicz v. City of Amsterdam, 362 F. Supp. 2d 298, 314 (D.D.C. 2005) ("[I]t is clear that the City
of Amsterdam engaged in 'commercial activities' when it loaned the 14 Malewicz works to museums
in the United States. There is nothing 'sovereign' about the act of lending art pieces, even though the
pieces themselves might belong to a sovereign. Loans between and among museums (both public
and private) occur around the world regularly."); Universal Trading & Inv. Co. v. Bureau for
Representing Ukrainian Interests in Int'l & Foreign Courts, 898 F. Supp. 2d 301, 313–14 (D. Mass.
10

2012) (finding that a "series of agreements and powers of attorney" executed by the foreign
sovereign, "as well as the work conducted" in service of those agreements by [plaintiff] and the
attorneys that it hired, constitute commercial activity on which the instant litigation is based"), aff'd,
727 F.3d 10 (1st Cir. 2013).
In moving for dismissal, the Museum characterizes its activities in connection with this
action as the "borrowing of a submarine for a nominal cost to display in a national museum," and
contends that such are not activities which can be undertaken by private parties. See Doc. 56 at 10.
The Museum's argument, in essence, is that the purpose of the activities in which the Museum
engaged was sovereign; however, the FSIA makes it clear that the relevant inquiry is the nature of
the activities, not their purpose. Further, it is well established that when a foreign sovereign engages
in commercial activity, "that activity retains its commercial nature, even though the foreign sovereign
acts without a profit motive." Weltover, Inc. v. Republic of Argentina, 941 F.2d 145, 150 (2d Cir.
1991) (footnote omitted), aff'd, 504 U.S. 607 (1992); see also NML Capital, Ltd. v. Republic of
Argentina, 680 F.3d 254, 260 (2d Cir. 2012) (finding that a foreign sovereign's "lack of a profit
motive is simply irrelevant"). Thus, the Museum's argument is unpersuasive.
However, a finding that the Museum engaged in a commercial activity does not end the
inquiry. It must still be determined whether that activity falls within one or another of the three
specified categories of the commercial activity exception. That is to say: the FSIA's commercial
activity exception requires a showing that the action is "based upon" (1) a commercial activity
carried on in the United States by the Museum; (2) an act performed in the United States in
connection with a commercial activity of the Museum elsewhere; or (3) an act outside of the United
States in connection with commercial activity outside the United States, where there are direct
11

effects in the United States. 28 U.S.C. § 1605(a)(2). In the case at bar, Anderson, seeking to invoke
the commercial activity exception against the Museum, relies upon the first and second of these
categories.
In the context of the commercial activity exception to the FSIA, the term 'based upon' "calls
for something more than a mere connection with, or relation to, commercial activity." Saudi Arabia
v. Nelson, 507 U.S. 349, 358 (1993) (footnote omitted). An "action is based upon the particular
conduct that constitutes the gravamen of the suit." OBB Personenverkehr AG v. Sachs, 136 S. Ct.
390, 396 (2015) (quotation marks and citation omitted)). The gravamen of a suit is described as the
"basis" or "foundation" of a claim, or "those elements that, if proven, would entitle a plaintiff to
relief." Id. at 395 (quotation marks and citation omitted). Thus, to determine whether an action is
"based upon the particular conduct that constitutes the gravamen of the suit," "[r]ather than
individually analyzing each of the . . . causes of action," a court must "zero[] in on the core" of the
suit. Id. at 396 (quotation marks and citation omitted).
In The Boeing Co. v. Egyptair, No. 05-5986-CV, 2007 WL 1315716, at *1 (2d Cir. May 7,
2007), the Second Circuit affirmed a determination that a foreign sovereign's commercial activity
excepted it from immunity, where the foreign sovereign named the plaintiff as an additional assured
in an insurance policy. The Court held that the declaratory judgment action was "based upon" such
commercial activity, finding that the "naming of Boeing as an additional assured is central to its
claims for declaratory relief, as Boeing contends that its status as a named insured means that Misr
[the foreign sovereign] cannot recover from Boeing the damages it has paid as a result of the crash
of Flight 990. There exists, therefore, the requisite significant nexus between Boeing's claims and
Misr's commercial activity." Id. (quotation marks and citation omitted)).
12

Here, Anderson brings this suit to determine its liability, if any, for the damage to WHOI's
submarine caused by the fire on Anderson's vehicle. The damage took place in the United States. The
loan agreement – unsigned, undated – requires the Museum to arrange collection of the submarine
and to insure it against damage or loss. The Museum is listed as the consignee on the dock receipt.
The Museum signed a power of attorney granting Ridgeway, the freight forwarder, the power to
contract to have the submarine transported on its behalf, and said power of attorney expressly
acknowledged receipt of Ridgeway's terms and conditions of service as governing all transactions
between the parties.
But the question remains: is this suit "based upon" any acts by the Museum which are
commercial in nature and were "carried on in the United States" or "performed in the United States,"
as those phrases are used in § 1605(a)(2) of the FSIA? That requirement must be satisfied, if this
Court is to have subject matter jurisdiction over the Museum.
The Court is unable to make this determination on the record before it. Clearly, Anderson's
liability, or lack thereof, will be determined by an examination of the parties' relationships vis-à-vis
the governing insurance policies, contracts, and/or bills of lading. On the existing record, however,
there is insufficient information as to where the Museum's pertinent commercial acts were
performed, the nature of those acts, and whether this matter is ultimately based on those actions. It
is only clear that one commercial activity – the power of attorney – was signed and dated by the
Museum, in Australia; but the evidence before the Court is not conclusive as to whether this action
falls under clause two, and is based upon an act in the United States performed in connection with
the power of attorney.
This is the point raised by Anderson in its motion seeking jurisdictional discovery. Anderson
13

argues that "because the details of the [loan and transportation] transactions and the documentation
underlying them are not available to [Plaintiff], it cannot adequately respond to the Museum's motion
[for dismissal]. Nor can the Court rule on the Museum's motion without examining the details of the
Museum's transactions with WHOI and Ridgeway." Doc. 39-1 at 5.
"In resisting a motion to dismiss under Rule 12(b)(1), plaintiffs are permitted to present
evidence (by affidavit or otherwise) of the facts on which jurisdiction rests. In addition, courts
generally require that plaintiffs be given an opportunity to conduct discovery on these jurisdictional
facts, at least where the facts, for which discovery is sought, are peculiarly within the knowledge of
the opposing party." Gualandi v. Adams, 385 F.3d 236, 244 (2d Cir. 2004) (quotation marks and
citation omitted). "A party seeking jurisdictional discovery, like a party seeking other kinds of
discovery, bears the burden of showing necessity." Molchatsky v. United States, 778 F. Supp. 2d
421, 438 (S.D.N.Y. 2011), aff'd, 713 F.3d 159 (2d Cir. 2013). Generally, a motion for jurisdictional
discovery will not be granted if a plaintiff "cannot show that the requested discovery is likely to
produce the facts needed to withstand a Rule 12(b)(1) motion." Molchatsky, 778 F. Supp. 2d at 438
(quotation marks and citation omitted).
However, in the FSIA context, "because sovereign immunity protects a sovereign from the
expense, intrusiveness, and hassle of litigation, a court must be circumspect in allowing discovery
before the plaintiff has established that the court has jurisdiction over a foreign sovereign defendant
under the FSIA." EM Ltd. v. Republic of Argentina, 695 F.3d 201, 210 (2d Cir. 2012) (quotation
marks and citation omitted), aff'd sub nom. Republic of Argentina v. NML Capital, Ltd., 134 S. Ct.
2250 (2014); see also Funk v. Belneftekhim, 861 F.3d 354, 367 (2d Cir. 2017) (affirming a district
court's decision to permit jurisdictional discovery in FSIA matter where "discovery order was
14

appropriately circumspect in limiting inquiry to the specific facts" that were "crucial to an immunity
determination" in that case (internal quotation marks omitted)). Considering whether to permit
jurisdictional discovery from a foreign sovereign requires "a delicate balancing between permitting
discovery to substantiate exceptions to statutory foreign sovereign immunity and protecting a
sovereign's or sovereign agency's legitimate claim to immunity from discovery." First City,
Texas-Houston, N.A. v. Rafidain Bank, 150 F.3d 172, 176 (2d Cir. 1998) (internal quotation marks
and citation omitted).
The Court agrees that the discovery requested by Anderson may produce the facts that it
needs to withstand the Museum's motion to dismiss, and will be conclusive as to the Museum's
assertion of immunity. Plaintiff has demonstrated a "reasonable basis for assuming jurisdiction,"
Seijas v. Republic of Argentina, 502 F. App'x 19, 21 (2d Cir. 2012) (quotation marks and citation
omitted), but without additional discovery, it cannot meet its burden to prove an application of the
commercial activity exception by a preponderance of the evidence. The limited discovery Anderson
seeks is warranted to resolve the factual dispute on the issue of the Museum's commercial activities,
as on the current record, it is unclear whether there is a sufficient nexus between the Museum's
commercial acts and the cause of action.4
Accordingly, the Court will DENY the Museum's motion for dismissal, without prejudice
to renewal, and will GRANT Plaintiff's motion for limited jurisdictional discovery as to the
sovereign immunity issue, as discussed below.
4

Plaintiff also seeks jurisdictional discovery to "determine whether the Museum agreed to
the application of United States law, which would constitute a waiver of FSIA immunity." Doc. 51
at 8 (footnote omitted). On the present record, there is no evidence that the Museum waived its
sovereign immunity; however, Anderson is free to renew this argument should such evidence emerge
through discovery.
15

B.

Personal Jurisdiction
The Court turns to the motions of Defendants Ridgeway, WHOI, and Eagle to dismiss the

Complaint pursuant to Rule 12(b)(2) for lack of personal jurisdiction. In support of their respective
motions, Defendants argue that the Court cannot exercise personal jurisdiction over them pursuant
to Connecticut's long-arm statute, Conn. Gen. Stat. § 33-929(f). Anderson has opposed these
motions and has moved for leave to conduct jurisdictional discovery.
A motion to dismiss must be granted if a court lacks personal jurisdiction over a defendant.
Fed. R. Civ. P. 12(b)(2). On a motion to dismiss for lack of personal jurisdiction, "the plaintiff bears
the burden of showing that the court has jurisdiction over the defendant." Metro Life Ins. Co. v.
Robertson-Ceco Corp., 84 F.3d 560, 566 (2d Cir. 1996) (citation omitted). That burden "varies with
the procedural posture of the case." Daventree Ltd. v. Republic of Azerbaijan, 349 F. Supp. 2d 736,
757 (S.D.N.Y. 2004) (internal quotation marks and citation omitted). "Prior to discovery, a plaintiff
may defeat a motion to dismiss based on legally sufficient allegations of jurisdiction." In re Magnetic
Audiotape Antitrust Litig., 334 F.3d 204, 206 (2d Cir. 2003); see also Chirag v. MT Marida
Marguerite Schiffahrts, 604 F. App'x 16, 19 (2d Cir. 2015) ("A prima facie [showing of personal
jurisdiction] requires nonconclusory fact-specific allegations or evidence showing that activity that
constitutes the basis of jurisdiction has taken place." (citation omitted)).
In deciding a motion to dismiss for lack of personal jurisdiction, the court accepts the
plaintiff's allegations of jurisdictional facts and will construe all factual inferences in its favor. See
In re Magnetic Audiotape Antitrust Litig., 334 F.3d at 206 (2d Cir. 2003). The Court is "neither
required to draw argumentative inferences in the plaintiff's favor, nor must it accept as true a legal
conclusion couched as a factual allegation." In re Terrorist Attacks on Sept. 11, 2001, 295 F. Supp.
16

3d 416, 424 (S.D.N.Y. 2018) (quotation marks and citation omitted). Further, "a district court has
considerable procedural leeway" and "may determine the motion on the basis of affidavits alone; or
it may permit discovery in aid of the motion; or it may conduct an evidentiary hearing on the merits
of the motion." Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A., 722 F.3d 81, 84 (2d Cir. 2013)
(quotation marks and citation omitted).
In a diversity or federal question case, personal jurisdiction is determined by the law of the
state in which the district court sits. Bensusan Restaurant Corp. v. King, 126 F.3d 25, 27 (2d Cir.
1997). If the exercise of jurisdiction in appropriate under that state's statute, the court must then
decide whether such exercise of jurisdiction comports with the requirements of constitutional
Fourteenth Amendment due process. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297
(1980).
For a federal court to exercise personal jurisdiction over a defendant, "three requirements
must be met." Waldman v. Palestine Liberation Org., 835 F.3d 317, 327 (2d Cir. 2016), cert. denied
sub nom., Sokolow v. Palestine Liberation Org., 138 S. Ct. 1438, 200 L. Ed. 2d 716 (2018). First,
"the plaintiff's service of process upon the defendant must have been procedurally proper." Id.
(quotation marks and citation omitted). Second, "there must be a statutory basis for personal
jurisdiction[.]" Id. Third, and finally, "the exercise of personal jurisdiction must comport with
constitutional due process principles." Id. The due process test has two parts: "the minimum contacts
inquiry [which] requires that the court determine whether a defendant has sufficient minimum
contacts with the forum to justify the court's exercise of personal jurisdiction over the defendant,"
and the "reasonableness inquiry [which] requires the court to determine whether the assertion of
personal jurisdiction over the defendant comports with traditional notions of fair play and substantial
17

justice under the circumstances of the particular case." Id. at 331 (quotation marks and citations
omitted).
The court recognizes two types of personal jurisdiction: general jurisdiction and specific
jurisdiction. Id. "A court may assert general jurisdiction over foreign (sister-state or foreign-country)
corporations to hear any and all claims against them when their affiliations with the State are so
continuous and systematic as to render them essentially at home in the forum State." Goodyear
Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (quotation marks and citation
omitted). "Specific jurisdiction, on the other hand, depends on an affiliation between the forum and
the underlying controversy, principally, activity or an occurrence that takes place in the forum State
and is therefore subject to the State's regulation." Id. (quotation marks and citation omitted).
In deciding whether personal jurisdiction exists, the court must first look to the long arm
statute of the forum state. "[I]t is the plaintiff's burden to prove that the long-arm statute provides
a basis on which [it], and in turn the trial court, may exercise personal jurisdiction over the
defendant." Cogswell v. Am. Transit Ins. Co., 282 Conn. 505, 517 (2007). In Connecticut, the
applicable statute is § 33-929 of the Connecticut General Statutes, which authorizes jurisdiction over
foreign corporations. Here, the parties rely on subsection (f), which provides:
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, whether or not such
foreign corporation is transacting or has transacted business in this state and whether
or not it is engaged exclusively in interstate or foreign commerce, 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 by mail or
otherwise if the corporation has repeatedly so solicited business, whether the orders
or offers relating thereto were accepted within or without the state; (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, regardless of how or where the goods were produced,
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manufactured, marketed or sold or whether or not through the medium of
independent contractors or dealers; or (4) out of tortious conduct in this state,
whether arising out of repeated activity or single acts, and whether arising out of
misfeasance or nonfeasance.
Conn. Gen. Stat.§ 33-929(f). If this long-arm statute reaches Defendants, the Court then must decide
whether the exercise of jurisdiction comports with due process.
The Complaint alleges that Anderson is a corporation, "organized and existing in the State
of Minnesota with its principal place of business in Minnesota." Doc. 1 ¶ 1. In opposition to
Defendants' motions to dismiss, Anderson contends that it has a usual place of business in
Connecticut, as required by Connecticut's long-arm statute, and that there is personal jurisdiction
over WHOI, Eagle, and Ridgeway pursuant to Conn. Gen. Stat. § 33-929(f)(1), in that the case arises
directly out of contracts that "were performed, at least in part, in Connecticut." Doc. 50 at 4.
Defendants WHOI, Eagle, and Ridgeway do not challenge the method of service upon them. Rather,
they argue that Anderson cannot avail itself of Connecticut's long-arm statute because Anderson is
neither a resident of Connecticut nor does it have a usual place of business in this state. Defendants'
briefs then argue that even were the Court to find that subsection (f) applies to Anderson, this action
does not arise out of any of the scenarios provided for by that section. Finally, Defendants contend
that the exercise of jurisdiction in this matter would violate constitutional due process, as the parties
lack minimum contacts with Connecticut.
At the outset, the Court must determine whether Anderson, a Minnesota corporation, may
avail itself of section 33-929(f). According to the plain language of the statute, as Anderson is not
a resident of Connecticut, it must have a "usual place of business" in Connecticut. Conn. Gen. Stat.
§ 33-929(f). As WHOI, Eagle, and Ridgeway argue, there are no allegations in the Complaint that

19

Anderson has a usual place of business in Connecticut. In opposition to the motions to dismiss,
Anderson contends that it has a "place of business" in Connecticut – note the telling omission of the
adjective "usual" found in the statute – based on the number of shipments its trucks have picked
up in Connecticut and the number of miles traveled by its trucks in Connecticut in 2017. Doc. 50 at
3. Anderson also argues that it maintains an agent for service of process in Connecticut, and pays
fuel and property taxes that are apportioned to Connecticut pursuant to the International Registration
Plan. Id.
"Though the Connecticut Supreme Court has not defined 'usual place of business' as used in
section 33-929(f), courts have construed it to require less than either incorporation in Connecticut,
or that a corporation have its 'principal' or 'only' place of business in Connecticut." Century Metal
Recycling Private Ltd. v. Metal Worldwide, Inc., No. 3:11-CV-1072 (JBA), 2012 WL 13013637, at
*3 (D. Conn. Aug. 2, 2012) (collecting cases). In Matthews v. SBA, Inc., 149 Conn. App. 513
(2014), the Connecticut Appellate Court considered whether the plaintiffs, who were Massachusetts
residents, were able to use section 33-929(f) to establish jurisdiction over the foreign corporation
defendants. In that case, the plaintiffs attempted to establish that they maintained a usual place of
business in Connecticut because "(1) they formerly worked for companies that, at the time of the
complained of actions, had their primary places of business in Connecticut; (2) the complained of
actions occurred in Connecticut; (3) they are members of four Connecticut limited liability
companies; and (4) they 'regularly conduct business in Connecticut.'" Id. at 556.
The Court rejected each of these bases. First, the Court noted that the operative moment at
which the 'usual place of business' requirement must be satisfied is at the time of the filing of the
suit; thus the fact that the plaintiffs had a place of business in Connecticut at the time that the
20

underlying events occurred was irrelevant. Id. Second, the Court found that because the statute
requires that the plaintiffs fulfill the residency requirement, the fact that "the alleged tortious conduct
occurred in this state does not by itself allow the plaintiffs to use § 33–929(f) to subject [the
defendants] to our long arm jurisdiction." Id. at 557.
After rejecting the third reason proffered by the plaintiffs, irrelevant for our purposes, the
Court analyzed the term "usual place of business" to determine whether regularly conducting
business in Connecticut could satisfy the residency requirement of section 33-929(f). Id. at 559–60.
Using the definition from Black's Law Dictionary, the Appellate Court found that a usual place of
business is the ordinary or customary location at which one carries on a business. Id. "Under this
dictionary based definition," the Court found, "it is clear that this state need not be the plaintiffs'
primary or sole place of business, but it must, at the very least, be customary or expected that the
plaintiffs conduct business here." Id. at 560. The Court concluded that the plaintiffs did not satisfy
their "burden of demonstrating that either of them have a usual place of business in Connecticut,"
where the "only specific jurisdictional facts in the record are that the four limited liability companies
have business addresses in Lee, Massachusetts, and that the company that employs the plaintiffs,
Tower Acquisition, LLC, is a Delaware company with a business address in Massachusetts." Id. at
560-61. The Court thus affirmed the trial court's dismissal against those defendants, finding that the
plaintiffs did not satisfy the residency requirements of section 33-929(f). Id. at 561.
Accordingly, courts in this District addressing this issue have found that a plaintiff's
maintenance of a physical site in the state – an address, office, or retail store – where business is
conducted is sufficient to find that a plaintiff has a usual place of business in Connecticut for the
purposes of section 33-929(f). See, e.g., Century Metal Recycling Private Ltd., 2012 WL 13013637,
21

at *4 (finding that the plaintiff satisfied the requirements of having a 'usual place of business' in
Connecticut for the purposes of § 33-929(f) where the plaintiff established that "all contracts,
invoices, and documents pertaining to the parties' relationship were delivered to [the plaintiff's vice
president] within the State of Connecticut at [the corporate plaintiff] CMR's address" in
Connecticut); Preferred Display, Inc. v. Vincent Longo, Inc., 642 F. Supp. 2d 98, 102 (D. Conn.
2009) ("Because [the plaintiff] PDI is registered to transact business in Connecticut and has one of
its two business locations in the state, the court finds that PDI has a 'usual place of business' in
Connecticut for the purposes of section 33–929(f)." (citation omitted)); Nationwide Mut. Life Ins.
Co. v. Amphion Media Works, Ltd., No. 3:07-CV-947 (WWE), 2008 WL 2572166, at *3 (D. Conn.
June 25, 2008) ("[Third-party plaintiff] Best Buy does have a certificate of authority in the state of
Connecticut and is, in fact, authorized to conduct business in this state. Therefore, because it alleges
that it is a retailer with numerous store locations through the state, Best Buy has a 'usual place of
business' in Connecticut and can file suit within the state."). But see Nedgam Prods., LLC v.
Bizparentz Found., No. 3:09-CV-500(CFD), 2010 WL 3257909, at *6 (D. Conn. Apr. 29, 2010)
(LLC did not have a usual place of business in the state where there were no allegations that it
employed individuals at its Connecticut office or that it coordinated or run operations from that
location, and no information as to what regular business was conducted from the Connecticut office
location).
Here, in contrast, Anderson does not allege that it has a place of business in Connecticut,
only that it regularly conducts business throughout Connecticut. To support its argument that this
is sufficient to avail itself of section 33-929(f), Anderson relies on Swift Transp. Co. v. RTL
Enterprises, LLC, No. CV156013580S, 2015 WL 9684514, at *1 (Conn. Super. Ct. Dec. 7, 2015),
22

arguing that in that case, the Superior Court found that "a trucking company that had an employee
who worked in Connecticut to serve a customer had a usual place of business in the state because
it customarily conducted business there." Doc. 50 at 3.
It is not clear to the Court that Swift lends the dispositive support Anderson envisions. In
Swift, the plaintiff had submitted an affidavit from a full-time employee, averring that he worked for
the plaintiff as an on-site manager and was physically located at an office in Plainfield, Connecticut,
along with another employee. Swift Transp. Co., 2015 WL 9684514, at *3. The affidavit stated that
the plaintiff "has had a permanent presence in Connecticut for at least the eight (8) years that" the
employee had worked for the plaintiff. Id. Based on the affidavit, the Superior Court concluded that
the plaintiff had satisfied its burden of alleging facts that it had a usual place of business in
Connecticut, finding dispositive the fact that the employee had worked full-time for the plaintiff for
eight years at an office located in Plainfield, Connecticut. Id. at *4.
The same cannot be said for Anderson in this matter. In contrast to the Swift plaintiff,
Anderson does not allege or aver that it has an office – or even an address – in Connecticut. Instead,
the Declaration of Warner Peterson, a Senior Claims Examiner at Anderson, states that in 2017,
Anderson's trucks "traveled 423,254 miles in the State of Connecticut, making pickups and deliveries
for Anderson's customers located in Connecticut," and in the same year, Anderson "picked up 422
shipments from customer locations in the State of Connecticut." Doc. 50-1 ¶¶ 1-2. Further, as motor
carrier that operates in Connecticut, Anderson "is required to and does maintain an agent for service
of process" in this state, and a portion of the taxes it pays through the International Registration Plan
are apportioned to this state. Id. ¶¶ 5-6. These statements make it clear that Anderson's business takes
it to and through Connecticut on a regular basis; however, they are insufficient to confer residence
23

status for the purposes of Connecticut's long-arm statute.
As the Matthews Court discussed, Black's Law Dictionary defines "place of business" as a
"location at which one carries on a business." Matthews, 149 Conn. App. at 560 (quoting Black's
Law Dictionary (9th ed. 2009)). "Location," in turn, is defined as a "the specific place or position
of a person or thing." Black's Law Dictionary (9th ed. 2009). Here, Anderson does not allege that
it conducts business in Connecticut from any specific place, or location. Anderson does not maintain
a business address in Connecticut, nor does it operate out of any particular office in Connecticut.
While Anderson's contacts with Connecticut may be sufficient to cause it to be hailed into a
Connecticut court as a defendant under the long-arm statute, they are insufficient to confer residence
status on Anderson as a party plaintiff entitled to avail itself of the use of Connecticut's courts under
Conn. Gen. Stat. § 33-929(f).
The Court is aware of no case supporting Anderson's contention that a foreign corporation
with no "usual place of business in this state" can avail itself of section 33-929(f) to establish
personal jurisdiction over another foreign corporation. Nor did the Court's research reveal any case
in which a plaintiff was deemed to have a "usual place of business" in this state for the purposes of
Conn. Gen. Stat. § 33-929(f) without a fixed, physical address in the state from which it conducted
business. Moreover, endorsing Plaintiff's theory of jurisdiction would appear to vastly widen the
scope of section 33-929(f), a result this Court declines to embrace.
Accordingly, I conclude that as a matter of law, Anderson is not entitled to invoke the
Connecticut long-arm statute as a source of personal jurisdiction over Defendants WHOI, Eagle, and
Ridgeway. The action will be dismissed against those Defendants. Because those dismissals result
from the Court's lack of personal jurisdiction over those parties, the Court does not reach the merits
24

of the underlying claims, and the dismissals will be without prejudice.5
Having determined that Anderson has not demonstrated a prima facie case for jurisdiction,
I will deny Anderson's motion for jurisdictional discovery as to Defendants WHOI, Eagle, and
Ridgeway. See In re Angeln GmBH & Co. KG, 510 F. App'x 90, 93 (2d Cir. 2013) ("Declining to
permit jurisdictional discovery is well within a district court's discretion if the plaintiff has not made
out a prima facie case for jurisdiction." (quotation marks and citation omitted)). Plaintiff has not –
and cannot – demonstrate that information it requires to establish personal jurisdiction under Conn.
Gen. Stat. § 33-929(f) is "peculiarly within the knowledge of the opposing party." Gualandi, 385
F.3d at 244. As discussed supra, a motion for jurisdictional discovery will not be granted if a
plaintiff "cannot show that the requested discovery is likely to produce the facts needed to withstand
a Rule 12(b)(1) motion." Molchatsky, 778 F. Supp. 2d at 438 (quotation marks and citation omitted).
Here, Defendants would possess no information that would confer Anderson with standing to bring
this suit against Defendants pursuant to Conn. Gen. Stat. § 33-929(f). Thus, Anderson's motion for
jurisdictional discovery as to Defendants Eagle, WHOI and Ridgeway will be denied.
Accordingly, the Court finds that it lacks personal jurisdiction over Defendants Eagle, WHOI,
and Ridgeway, as Anderson has not established that it is a resident of Connecticut or that it has a
usual place of business in Connecticut sufficient to avail itself of Conn. Gen. Stat. § 33-929(f). This
matter will be dismissed as to those Defendants.

5

Because I find that Anderson cannot avail itself of Conn. Gen. Stat. § 33-929(f) as the
means of obtaining personal jurisdiction over Defendants, I do not proceed to the due process
analysis. See Kun Shan Ge Rui Te Tool Co. v. Mayhew Steel Prod., Inc., 821 F. Supp. 2d 498, 503
n.2 (D. Conn. 2010).
25

IV.

CONCLUSION

For the foregoing reasons, the Court GRANTS Defendants WHOI and Eagle's Motion to
Dismiss Plaintiff's Complaint for Declaratory Judgment [Doc. 33], and GRANTS Defendant
Ridgeway's Motion to Dismiss the Complaint [Doc. 47]. Plaintiff Anderson's complaint for a
declaratory judgment is DISMISSED against Defendants Eagle, WHOI, and Ridgeway for lack of
personal jurisdiction. Defendant Museum's Motion to Dismiss for Lack of Subject Matter
Jurisdiction [Doc. 32] is DENIED, without prejudice to renewal. Plaintiff's Motion for Leave to
Conduct Jurisdictional Discovery [Doc. 39] is GRANTED as to the Museum, and DENIED as to
Defendants WHOI, Eagle, and Ridgeway.
Given this conclusion, the Court questions whether this case should proceed, or whether, in
the interests of justice, it should be dismissed or transferred given the parallel pending litigation in
the District of Massachusetts. Accordingly, on or before September 24, 2018, Anderson is directed
to file a notice with the Court as to whether it intends to pursue this matter against the Museum in
this Court. If it intends to proceed, Anderson should file with said notice a memorandum of law
addressing: (1) why this Court should exercise its discretion under the Declaratory Judgment Act to
retain jurisdiction of this matter, in light of the present posture of the case, the nature of this lawsuit
and the relief sought, the remaining parties, and the pending Massachusetts litigation, see Sikorsky
Aircraft Corp. v. Lloyds TSB Gen. Leasing (No. 20) Ltd., 774 F. Supp. 2d 431, 449 (D. Conn. 2011);
and (2) whether the "interests of justice" require or permit this Court to transfer the matter to a
different district. See 28 U.S.C. §§ 1406(a), 1631. If so inclined, the Museum may file a response
to Plaintiff's memorandum of law on or before October 8, 2018.
The Court STAYS all discovery and deadlines until a determination of these important
26

issues. If this Court ultimately retains jurisdiction over this matter, the Court will set a schedule for
the completion of jurisdictional discovery as to the Museum. Such discovery will be strictly limited
to an inquiry into the specific facts surrounding the activities alleged to be commercial in nature.
It is SO ORDERED.
Dated:

August 23, 2018
New Haven, Connecticut

/s/ Charles S. Haight, Jr.
CHARLES S. HAIGHT, JR.
Senior United States District Judge

27