PATTANAYAK v. MASTERCARD, INC.

UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEW JERSEY

SAMBIT PATTANAYAK,

Plaintiff,

Civ. No. 20-12640 (KM) (JBC)

v.

OPINION

MASTERCARD, INC.,

Defendant.

KEVIN MCNULTY, U.S.D.J.:

This matter comes before the Court on the motion (DE 6) of defendant

Mastercard, Inc. (“Mastercard”)1 to dismiss the complaint for lack of personal

jurisdiction and failure to state a claim. Because Plaintiff Sambit Pattanayak

has failed to meet his burden of establishing personal jurisdiction, the

complaint is dismissed without prejudice.

For the reasons set forth below, the motion is GRANTED.

1 Defendant states that it is incorrectly named in this action as “Mastercard,

Inc.” and is accurately named “Mastercard International Incorporated.” (Def. Brf. at 1.)

I. Background2

The plaintiff, Sambit Pattanayak, is a New Jersey resident and former

employee of defendant Mastercard.3 (Compl. at 1.) Mastercard is a non-New

Jersey4 corporation with its principal place of business in New York. (Compl. ¶

1; Def. Brf. at 5.)

The facts alleged revolve around allegations of employment

discrimination. Because this motion concerns jurisdictional issues and not the

allegations themselves, they are not recounted in their entirety. The Complaint

alleges that Pattanayak was a resident of New Jersey when he was hired in

2012 as Vice President of Product Management in Mastercard’s New York

offices. (Compl. ¶ 2.) In 2015, he was transferred to Singapore, where he

reported to a supervisor based in New York. (Compl. ¶ 3.) Pattanayak is of

Indian national origin and alleges that he suffered continuous discriminatory

conduct for nearly two and a half years. (Compl. ¶¶ 9, 12.) Some of the

allegations of include that a superior cursed at him during a group meeting in

New York and threatened him afterward, that the same superior pushed for

2 For ease of reference, certain key items from the record will be abbreviated as

follows:

“DE_” = Docket Entry in this Case

“Compl.” = Complaint filed in Superior Court of New

Jersey (DE 1-1)

“Mot.” = Defendant’s Motion to Dismiss (DE 6)

“Def. Brf.” = Memorandum of Law in Support of

Defendant’s Motion to Dismiss (DE 7)

“Pl. Brf.” = Memorandum of Law in Opposition to

Defendant’s Motion to Dismiss (DE 10)

“Def. Reply” = Reply Memorandum of Law (DE 12)

3 The facts are described as alleged in the Complaint. For purposes of a Rule

12(b)(6) motion, the well-pleaded factual allegations of the Complaint are assumed to

be true. See Section II, infra.

4 Pattanayak states that Mastercard is incorporated in New York (Pl. Brf. at 1),

while Defendant states it is incorporated in Delaware (Def. Brf. at 2). I need not resolve

that issue; for the purposes of this motion, what is relevant is that Mastercard is not

incorporated in New Jersey.

Pattanayak to receive a poor year-end review, and that Pattanayak’s annual

bonus was severely reduced. (Compl. ¶¶ 13, 14, 16.) He was denied

accommodations based on a chronic medical condition, and his division was

severely understaffed, which exacerbated the medical condition. (Compl. ¶¶ 22,

24.) Pattanayak alleges that his line manager referred to him as being treated

by leadership as the “red-headed stepchild.” (Compl. ¶ 26.) Pattanayak

reported multiple instances of harassment and discrimination to the company

but no action was taken. (Compl. ¶¶ 17-18.) On August 18, 2018, Pattanayak

was terminated without cause and without any severance package,

unemployment compensation, out-placement services, medical insurance, or

an annual bonus. (Compl. ¶¶ 32, 37.)

The complaint alleges four counts for violations of the New Jersey Law

Against Discrimination (“NJLAD”). (Compl. ¶¶ 10-18.) Pattanayak originally

filed suit in the Superior Court of New Jersey. (Compl.) Mastercard then

removed the action to this Court. (DE 1.)

II. Standard of Review

Once a defendant moves to dismiss for lack of personal jurisdiction

pursuant to Federal Rule of Civil Procedure 12(b)(2), the plaintiff bears the

burden of establishing sufficient facts to show that jurisdiction exists. Marten

v. Godwin, 499 F.3d 290, 295–96 (3d Cir. 2007). Initially, a court must accept

the plaintiff's allegations as true and construe disputed facts in favor of the

plaintiff. Pinker v. Roche Holdings, Ltd., 292 F.3d 361, 368 (3d Cir. 2002).

Where factual allegations are disputed, however, the court must examine any

evidence presented. See Patterson v. FBI, 893 F.2d 595, 603–04 (3d Cir. 1990)

(“A Rule 12(b)(2) motion ... is inherently a matter which requires resolution of

factual issues outside the pleadings.... Once the defense has been raised, then

the plaintiff must sustain its burden of proof in establishing jurisdictional facts

through sworn affidavits or other competent evidence.” (citation omitted)). If the

district court does not hold an evidentiary hearing, “the plaintiff need only

establish a prima facie case of personal jurisdiction.” O'Connor v. Sandy Lane

Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007).

III. Discussion

a. Personal Jurisdiction

Mastercard has moved to dismiss on the basis that the Court does not

have personal jurisdiction over it. The district court undertakes a two-step

inquiry to assess whether it has personal jurisdiction over a party. IMO Indus.,

Inc. v. Kiekert, AG, 155 F.3d 254, 259 (3d Cir. 1998). First, the court is required

to use the relevant state’s long-arm statute to see whether it permits the

exercise of personal jurisdiction. Id. Second, “the court must apply the precepts

of the Due Process Clause of the [federal] Constitution.” Id. Here, the first step

collapses into the second, because “New Jersey’s long-arm statute provides for

jurisdiction coextensive with the due process requirements of the United States

Constitution.” Miller Yacht Sales, Inc. v. Smith, 384 F.3d 93, 96 (3d Cir. 2004)

(citing N.J. Ct. R. 4:4-4(c)). Accordingly, personal jurisdiction over a non-

resident defendant is proper in this Court if the defendant has “certain

minimum contacts with [New Jersey] such that the maintenance of the suit

does not offend traditional notions of fair play and substantial justice.”

Provident Nat’l Bank v. Cal. Fed. Sav. & Loan Ass’n, 819 F.2d 434, 437 (3d Cir.

1987) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).

There are two kinds of personal jurisdiction: specific and general.

Specific jurisdiction relies on the corporate defendant’s forum-related activities

that give rise to the plaintiff’s claims; general jurisdiction applies where the

defendant corporation’s contacts with the forum are so extensive as to render it

“at home” in the forum state. Helicopteros Nacionales de Colombia, S.A. v. Hall,

466 U.S. 408, 414 & n.8 (1984).

For specific jurisdiction, a plaintiff’s cause of action must directly relate

to the defendant’s contact with the forum state—here, New Jersey. Three

elements are used to evaluate specific jurisdiction:

First, the defendant must have “purposefully directed [its]

activities” at the forum. Burger King Corp. v. Rudzewicz, 471 U.S.

462, 472, 105 S. Ct. 2174, 85 L.Ed.2d 528 (1985) (quotation

marks omitted).

Second, the litigation must “arise out of or relate to” at least one of

those activities. Helicopteros, 466 U.S. at 414, 104 S. Ct.

1868; Grimes v. Vitalink Commc'ns Corp., 17 F.3d 1553, 1559 (3d

Cir.1994).

And third, if the prior two requirements are met, a court may

consider whether the exercise of jurisdiction otherwise “comport[s]

with ‘fair play and substantial justice.’” Burger King,471 U.S. at

476, 105 S. Ct. 2174 (quoting Int'l Shoe, 326 U.S. at 320, 66 S.Ct.

154).

O’Connor v. Sandy Lane Hotel Co., Ltd., 496 F. 3d 312, 317 (3d Cir. 2007)

(line breaks added).

Here, Pattanayak concedes that Mastercard is not subject specific

jurisdiction. (Pl. Brf. at 9 (“Plaintiff does not suggest that Defendant is subject

to specific jurisdiction in New Jersey.”)) The complaint alleges that Pattanayak

was hired in Mastercard’s New York offices and then later transferred to

Singapore. (Compl. at ¶ 2,3.) No supervisor was based in New Jersey, no

alleged act of discrimination took place in New Jersey, and Pattanayak was

never employed in a New Jersey office. The litigation does not arise out of

activities which Mastercard purposefully directed at the forum, and Mastercard

is thus not subject to personal jurisdiction in New Jersey in this action.

I therefore turn to general jurisdiction:

Goodyear [Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,

131 S. Ct. 2846 (2011)] made clear that only a limited set of

affiliations with a forum will render a defendant amenable to all-

purpose jurisdiction there. “For an individual, the paradigm forum

for the exercise of general jurisdiction is the individual's domicile;

for a corporation, it is an equivalent place, one in which the

corporation is fairly regarded as at home.” 564 U.S., at ––––, 131

S.Ct., at 2853–2854 (citing Brilmayer et al., A General Look at

General Jurisdiction, 66 Texas L.Rev. 721, 728 (1988)). With

respect to a corporation, the place of incorporation and principal

place of business are “paradig[m] ... bases for general jurisdiction.”

Id., at 735. See also Twitchell, 101 Harv. L.Rev., at 633. Those

affiliations have the virtue of being unique—that is, each ordinarily

indicates only one place—as well as easily ascertainable. Cf. Hertz

Corp. v. Friend, 559 U.S. 77, 94, 130 S.Ct. 1181, 175 L.Ed.2d 1029

(2010) (“Simple jurisdictional rules . . . promote greater

predictability.”). These bases afford plaintiffs recourse to at least

one clear and certain forum in which a corporate defendant may be

sued on any and all claims.

Daimler AG v. Bauman, 571 U.S. 117, 137, 134 S. Ct. 746, 760 (2014).

Mastercard is incorporated in a state other than New Jersey5 and has its

principal place of business in New York. (Compl. ¶ 1; Def. Brf. at 2.) Because

Mastercard is neither incorporated nor has its principal place of business in

New Jersey, the only way for this court to exercise general personal jurisdiction

is to find that Mastercard’s contacts with New Jersey “are so ‘continuous and

systematic’ as to render [Mastercard] essentially ‘at home’ in the forum state.”

Daimler AG, 571 U.S. at 139.

In his opposition brief, Pattanayak argues that Mastercard has

continuous and systematic contacts with New Jersey, even if Mastercard has

no offices in the forum state. (Pl. Brf. at 9.) In support, he states the following:

Mastercard “engages in significant business” with New Jersey and “derives a

significant portion of its revenue from Financial Institutions, many of which are

in New Jersey.” (Pl. Brf. at 10.) Mastercard “works with New Jersey operating

Financial Institutions to enable thousands of New Jersey businesses to accept

payments on Mastercard branded cards.” (Pl. Brf. at 10.) Mastercard created

the New Jersey Debit Mastercard, a prepaid debit card designed to facilitate

child support payments in this State. (Pl. Brf. at 11.) Mastercard “often sends

personnel based from its New York office to work with customers” and employs

New Jersey residents who “often work from home.” (Pl. Brf. at 11, 3.) In his

preliminary statement, Pattanayak references the idea that Mastercard serves

areas without Mastercard offices via “extensive business travel of employees as

5 See n.4, supra.

well as virtually/remotely via phone and internet.” (Pl. Brf. at 2.) Finally,

Pattanayak argues that Mastercard submitted to general jurisdiction by

registering with the Division of Revenue and Enterprise Services. (Pl. Brf. at

11.)

The relevant inquiry is not whether a “corporation's in-forum contacts

can be said to be in some sense ‘continuous and systematic,’ it is whether that

corporation's ‘affiliations with the State are so “continuous and systematic” as

to render [it] essentially at home in the forum State.’” Daimler AG, 571 at 138–

39 (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,

919 (2011)). These facts, whether considered alone or together, do not give rise

to any reasonable inference that Mastercard is virtually “at home” here.

Mastercard’s registration in this state does not confer general

jurisdiction. As Pattanayak points out, two cases, Otsuka and Bane, would

suggest that registration qualifies as consent to be sued in New Jersey. (Pl. Brf.

at 10-11 (citing Otsuka Pharm. Co. v. Mylan Inc., 106 F. Supp. 3d 456, 468

(D.N.J. 2015); Bane v. Netlink Inc., 925 F.2d 637, 640 (3d Cir. 1991)). I believe

that Daimler has superseded the reasoning of those cases, and I therefore

decline to follow them. Rather, I follow the lead of Judge Arleo’s reasoning in

the more recent case of Display Works, LLC v. Bartley, 182 F. Supp. 3d 166,

179 (D.N.J. 2016). Indeed, I only recently explained my reasons for doing so:

[There are] two key reasons for declining to follow Otsuka and

Bane. First, they cannot be squared with Daimler. If business

registration alone is sufficient to confer jurisdiction, then

“Daimler’s limitation on the exercise of general jurisdiction to those

situations where ‘the corporation is essential[ly] at home’ would be

replaced by a single sweeping rule: registration equals general

jurisdiction.” Display Works, 182 F. Supp. 3d at 179. Second,

Daimler aside, Bane is distinguishable because the Pennsylvania

statute there explicitly provided that registration meant consent to

jurisdiction, while the New Jersey statutes do no such thing. Id. at

174–78.

Kim v. Korean Air Lines Co., Civ. No. 20-03636, 2021 WL 129083, at *3 (D.N.J.

Jan. 14, 2021). Mastercard’s registration in New Jersey therefore does not

confer general jurisdiction. See Ferguson v. Aon Risk Servs. Co., Civ. No. 19-

9303, 2020 WL 914702, at *5 (D.N.J. Feb. 26, 2020) (holding that registration

alone does not confer general jurisdiction); Horowitz v. AT&T Inc., Civ. No. 17-

4827, 2018 WL 1942525, at *12 (D.N.J. Apr. 15, 2018) (same).

True, Goodyear left open the possibility that a corporation could be at

home in some state other than where it is incorporated and where it has its

principal place of business. Such a case, however, would be truly “exceptional,”

and this is not that exceptional case. To find Mastercard subject to general

jurisdiction in New Jersey, based on the facts Pattanayak has alleged, would be

tantamount to finding Mastercard is subject to general jurisdiction in every

state. That is not the intent of the doctrine. See Daimler AG, 571 at 761(stating

that an approach that “approve[s] the exercise of general jurisdiction in every

State in which a corporation engages in a substantial, continuous, and

systematic course of business ... is unacceptably grasping.”) (internal citation

and quotation omitted).

Because this Court does not have specific or general jurisdiction over

Mastercard, any claims against it must be dismissed for lack of personal

jurisdiction. Because this dismissal is entered on grounds of lack of

jurisdiction, it is without prejudice.

b. Jurisdictional Discovery

A plaintiff bears the burden of proof that either specific or general

jurisdiction exists. Marten v. Godwin, 499 F.3d 290, 295–96 (3d Cir. 2001).

That said, a court will assist the plaintiff in proving jurisdiction “by allowing

jurisdictional discovery” where appropriate. Kirkwood v. Brenntag N. Am., Inc.,

2020 U.S. Dist. LEXIS 55104 at *14 n.3 (D.N.J. Mar. 30, 2020) (quoting Toys

“R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 456 (3d Cir. 2003)).

At the pleading stage, a plaintiff need only present “factual allegations

that suggest ‘with reasonable particularity’ the possible existence of the

requisite ‘contacts between the party and the forum state,’ such that [its] claim

is not clearly frivolous.” Id. (quoting Toys “R” Us, 318 F.3d at 456). See also

Toys “R” Us, 318 F.3d at 456 (jurisdictional discovery granted where “a plaintiff

presents factual allegations that suggest ‘with reasonable particularity’ the

possible existence of the requisite ‘contacts between [the party] and the forum

state’”) (quoting Mellon Bank (East) PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217,

1223 (3d Cir. 1992)). A grant of jurisdictional discovery lies within a district

court’s discretion, guided as always by the relevant legal standards.

SoftwareArt Corp. v. Satyajit Gopalakrishnan, 2008 U.S. Dist. LEXIS 55708 at

*7 (D.N.J. July 22, 2008) (citing Mass. Sch. of Law at Andover, Inc. v. Am. Bar

Ass’n, 107 F.3d 1026, 1042 (3d Cir. 1997)); Rakoff v. St. Clair, CPAS, P.C., 2013

U.S. Dist. LEXIS 33710 at *26 (jurisdictional discovery should be “freely

granted” and its scope is firmly within a district court’s discretion).

Pattanayak’s case for general jurisdiction lacks the requisite reasonable

particularity. Pattanayak has provided no sense of the relevant jurisdictional

facts discovery might uncover. It amounts to little more than a bare request for

an opportunity to “better evaluate” Mastercard’s “potential contacts” with New

Jersey. (Pl. Brf. at 13.) Within my discretion, I have determined that there is

not enough smoke here to suggest the presence of fire; I will deny jurisdictional

discovery. I repeat, however, that a jurisdictional dismissal is without

prejudice.

Having found that the Court lacks personal jurisdiction over Mastercard,

I do not reach Mastercard’s other proffered bases for dismissal.

c. Transfer

One matter remains. A court that lacks personal jurisdiction has two

discretionary options: (a) dismiss the case without prejudice, or (b) transfer

venue to a district which can assert jurisdiction over the defendant.

A Court that finds it lacks personal jurisdiction “shall, if it is in the

interest of justice, transfer such action . . . to any other court . . . in which the

action . . . could have been brought.” 28 U.S.C. § 1631; D’Jamoos v. Pilatus

Aircraft Ltd., 566 F.3d 94, 109 (3d Cir. 2009). The transferee court must have

subject matter jurisdiction, venue, and personal jurisdiction. Am. Fin. Res., Inc.

v. Smouse, 2018 WL 6839570 at *5 (D.N.J. Dec. 31, 2018). A district court

which “lacks personal jurisdiction must at least consider a transfer.” Dansiger

& De Llano, LLP v. Morgan Verkamp, LLC, 948 F.3d 124, 131 (3d Cir. 2020).

Determining where the interest of justice lies is left to my discretion,

Philips v. Seiter, 173 F.3d 609, 610 (7th Cir. 1999); Roberts v. United States,

710 F. App’x 512, 514 (3d Cir. 2017) (per curiam). When jurisdiction is clearly

available in another court, however, “[n]ormally transfer will be in the interest

of justice because dismissal of an action that could be brought elsewhere is

time-consuming and justice-defeating.” SM Fin. Servs. Corp. v. Blue Cross Blue

Shield of Tex., 2020 WL 7869213 at *2 (D.N.J. July 16, 2020). Indeed, transfer

often has the advantage over dismissal because it provides the benefit of

maintaining continuity and avoiding litigation over whether the refiled action is

time-barred. Kim v. Korean Air Lines Co., 2021 WL 129083 at *9 (D.N.J. Jan.

14, 2021); see also Kurzweil, 2020 WL 5760423 at *4.

A federal district court within the state of New York might be an

appropriate alternative forum. I will not transfer venue, however, until I have

heard from the parties. Therefore, the accompanying order will be stayed for 14

days. During that time, the parties shall make letter submissions stating their

positions as to whether the action should be dismissed or transferred, and, if

transferred, to which district.

IV. Conclusion

Defendant’s motion to dismiss (DE 6) is granted. An appropriate order

follows.

Dated: March 12, 2021

/s/ Kevin McNulty

____________________________________

Kevin McNulty

United States District Judge