The Bryn Mawr Trust Company Of Delaware -v- EVALUESERVE HOLDINGS AG

Background

Plaintiffs Bryn Mawr Trust Company, Premier Trust, Inc., and Adeeti Aggarwal sought a temporary restraining order, an emergency order intended to preserve the situation while a case proceeds. They asked the court to prevent Defendant EVALUESERVE HOLDINGS AG from issuing new shares under a resolution adopted at a June 24, 2025 shareholder meeting in Zurich, Switzerland.

Plaintiffs alleged that they were denied proper notice of the meeting and that the resulting resolution violated Swiss corporate law and EVALUESERVE’s Articles of Association. The court’s order addressed only whether it could exercise personal jurisdiction over EVALUESERVE for purposes of issuing the requested order.

Personal Jurisdiction

Personal jurisdiction is the court’s authority over a particular defendant. The court stated that it had to establish personal jurisdiction over EVALUESERVE before issuing a temporary restraining order against it.

The court concluded that Plaintiffs had not alleged facts sufficient to establish general jurisdiction. General jurisdiction permits a court to hear claims against a defendant based on the defendant’s overall connection to the forum. According to the complaint, EVALUESERVE was headquartered in Switzerland, operated globally with offices in seventeen countries, and provided services in more than forty-five countries. Plaintiffs also alleged that EVALUESERVE maintained an office in San Francisco, although EVALUESERVE disputed that allegation. The court held that, even if the San Francisco allegation were correct, these contacts were not enough to show that EVALUESERVE was essentially at home in California.

The court also concluded that Plaintiffs had not shown specific jurisdiction. Specific jurisdiction permits a court to hear claims connected to a defendant’s forum-related conduct. The court applied the Ninth Circuit’s three-part test: the defendant must purposefully direct activities toward the forum or deliberately take advantage of doing business there; the claims must arise from or relate to those activities; and exercising jurisdiction must be reasonable.

The court found no sufficient connection between California and the claims. The dispute involved a Swiss corporation, a shareholder meeting in Switzerland, and alleged violations of Swiss corporate-governance law. The court held that the mere existence of shareholders in California, including the trusts represented by Plaintiffs, was insufficient to establish specific jurisdiction.

Ruling

Because Plaintiffs had not demonstrated personal jurisdiction over EVALUESERVE, the court denied the motion for a temporary restraining order. The order did not decide the merits of Plaintiffs’ allegations concerning notice, the share issuance, Swiss corporate law, or EVALUESERVE’s Articles of Association.