Deutsche Bank Securities, Inc. v. Montana Bd. of Investments

In Deutsche Bank Securities, Inc. v. Montana Bd. of Investments, 7 NY3d 65 (2006) the plaintiff, a Delaware corporation with its principal place of business in New York, brought suit against the defendant, a Montana state agency, for breach of contract arising from a bond transaction that was negotiated primarily via instant messages and email between representatives of the corporations in New York and Montana. Deutsche Bank, 7 NY3d at 69-70. Ultimately, the Court held that assuming that "a sophisticated institutional trader knowingly entering our state--whether electronically or otherwise--to negotiate and conclude a substantial transaction is within the embrace of the New York long-arm statute." Id. at 72. While the defendant in Deutsche Bank also engaged in eight bond transactions with the same plaintiff prior to the transaction at issue in that case, Defendants overstate the weight that the Court gave to that fact. It is correct that the Court found the prior transactions to be evidence that the defendant purposefully availed itself of the benefits of conducting business in New York, the Court's decision did not rest on this fact alone. Id. at 71-72. Instead, the Court found the defendants' knowing initiation and pursuit of a transaction with a New York broker, as well as their direct communication with the New York broker, to be important factors supporting jurisdiction. Id. In Deutsche Bank Securities, Inc. v. Montana Bd. of Investments, an out-of-state governmental entity initiated a sale of its bonds to Deutsche Bank, a New York bank, for $ 15 million 10 minutes after it had rejected the bank's offer to swap bonds. The out-of-state defendant and New York bank negotiated the terms of the multimillion-dollar transaction through a series of communications using the Bloomberg Messaging System. The Court of Appeals held that there was jurisdiction, concluding that, the out-of-state defendant should have expected to defend its actions in New York since it is "a sophisticated trader that entered New York to transact business here by knowingly initiating and pursuing a negotiation with [plaintiff] in New York that culminated in the sale of $ 15 million in bonds" and since negotiating such transactions is a "major aspect of [defendant's] mission--'part of its principal reason for being'"(Deutsche Bank Securities, Inc. v. Montana Bd. of Investments, 7 NY3d 65, 71-72, 850 N.E.2d 1140, 818 N.Y.S.2d 164 [2006].) The Court of Appeals also explained that the eight bond transactions the parties had earlier consummated over the preceding 13 months, with a face value totaling over of $ 100 million, were sufficient contacts with New York to constitute purposeful availment by the out-of-state defendant to justify the exercise of New York jurisdiction (see Deutsche Bank Securities, Inc. v. Montana Bd. of Investments, 7 NY3d 65, 72, 850 N.E.2d 1140, 818 N.Y.S.2d 164).