Trisura Insurance Company v. Bighorn Construction and Reclamation, LLC

Background

Jicarilla Solar 1, LLC contracted with Bridgelink Engineering, LLC to develop a solar power facility in New Mexico. Jicarilla later assigned its interest in that agreement to Repsol Renewables Development Company, LLC. After the project was delayed, Jicarilla terminated Bridgelink’s contract and Repsol allegedly drew on surety bonds issued by Trisura Insurance Company.

Trisura then sued Bridgelink and affiliates that had agreed to indemnify Trisura for payments under the bonds. The defendants later brought third-party claims against Jicarilla, Repsol, and Hecate Energy, LLC. The claims against Jicarilla and Repsol included breach of contract, fraud, and breach of the implied covenant of good faith and fair dealing. The defendants alleged that Jicarilla improperly assigned the project agreement to Repsol and that the assignment contributed to the delays.

Jicarilla and Repsol moved under Federal Rule of Civil Procedure 12(b)(2), which permits dismissal for lack of personal jurisdiction. The opinion addresses only their motion. The opinion states that the claims against Hecate had already been dismissed at the defendants’ request.

Personal Jurisdiction

The court concluded that it had neither general nor specific personal jurisdiction over Jicarilla or Repsol.

For general jurisdiction, the court found no evidence that either company had a continuous and systematic business presence in New York. Jicarilla did not conduct operations, sell products, market products, or maintain land, offices, facilities, or bank accounts in New York. Repsol likewise did not conduct operations or maintain those types of connections to New York. The court also found that website references to the broader Repsol family of companies and to a project identified as the Harvest Hills Solar Project did not establish that Repsol Development LLC itself operated in New York.

For specific jurisdiction under New York Civil Practice Law and Rules § 302(a)(1), the court found that neither company transacted business in New York in connection with the defendants’ claims. The claims arose from the project agreement and its assignment, which were governed by New Mexico law and concerned a project in New Mexico. The court found no evidence that the agreement or assignment was negotiated or executed in New York, that related meetings occurred there, or that related payments were to be made into or out of New York.

The court also rejected the defendants’ reliance on the indemnity agreement. Jicarilla and Repsol were not parties to that agreement, so its New York jurisdiction provision did not bind them. The court further found that the defendants’ assertion that Jicarilla and Repsol had claimed under the indemnity agreement was factually inaccurate; the entities had claimed under the surety bonds, while Trisura’s reimbursement claim arose under the indemnity agreement.

The surety bonds did not establish jurisdiction either. The court found that the bonds did not provide for New York law or New York venue, did not incorporate the indemnity agreement, and concerned work located in New Mexico. The court also found that the assignment occurred after the bonds were issued and did not procure their issuance or influence their terms. The termination letter cited by the defendants likewise contained no statement selecting New York law, jurisdiction, or venue.

Finally, the court rejected the defendants’ argument for pendent personal jurisdiction. That doctrine can apply when a court already has personal jurisdiction over a defendant for one claim and another claim against that same defendant arises from the same core facts. The court held that shared facts between the defendants’ claims against Jicarilla and Repsol and Trisura’s claims against other parties did not, by themselves, provide a basis for jurisdiction over Jicarilla or Repsol.

Disposition

The court held that it did not have personal jurisdiction over Jicarilla or Repsol. Judge Gregory H. Woods granted their motion to dismiss for lack of personal jurisdiction and dismissed the claims against them without prejudice. The court directed the Clerk to enter judgment for Jicarilla Solar 1, LLC and Repsol Renewables Development Company, LLC and remove their names from the caption. The opinion expressly states that the dismissal does not prevent the defendants from pursuing their claims in a jurisdiction with personal jurisdiction over those companies.