The “successor liability” doctrine is a familiar one in New York, with defined standards and hundreds of reported cases that apply the doctrine to claims in the wake of mergers, asset purchases and other corporate transactions. Less familiar is the related concept of “successor jurisdiction,” by which a defendant is subject to specific personal jurisdiction in New York due to its predecessor’s in-state contacts.

Only a handful of New York appellate cases address this concept, but until now, the New York Court of Appeals had not addressed it all. On April 18, 2024, the Court of Appeals changed that when it took up successor jurisdiction for the first time in Lelchook v. Société Générale de Banque au Liban SAL, — N.E.3d —, 2024 WL 1661460 (Apr. 18, 2024). In response to a question certified to it by the U.S. Court of Appeals for the Second Circuit, the Lelchook court held that an entity that acquires all of another entity’s liabilities and assets also inherits the selling entity’s jurisdictional status.

Factual Background