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CSC Computer Sciences International v. Finmarc Acquisitions LLC

United States District Court, E.D. Virginia, Alexandria Division

April 15, 2016

CSC COMPUTER SCIENCES INTERNATIONAL, S.A.R.L., Plaintiff,
v.
FINMARC ACQUISITIONS LLC, et al., Defendants.

          REPORT AND RECOMMENDATION

          THERESA CARROLL BUCHANAN, Magistrate Judge.

         THIS MATTER comes before the Court on plaintiff's Motion for Default Judgment Against Finmarc Acquisitions LLC (Dkt. 24). After a representative for defendant Finmarc Acquisitions LLC failed to respond to plaintiff's Motion or to appear at the hearing before Judge Davis on March 25, 2016, the undersigned Magistrate Judge took this matter under advisement.[1]

         I. INTRODUCTION

         A. Background

         Plaintiff CSC Computer Sciences International, S.a.r.l. is a Luxembourg private limited company. (Am. Compl. ¶ 1.) Defendant Finmarc Acquisitions LLC ("Finmarc") is a Maryland limited liability company and defendant Commonwealth Land Title Insurance Company ("Commonwealth Land Title") is a Nebraska corporation with its principal place of business in Florida. (Id. at ¶¶ 2-3.)

         On October 15, 2015, plaintiff and Finmarc entered into a real estate contract ("the Contract") under which Finmarc agreed to purchase from plaintiff certain real property known as 3160 Fairview Park Drive, Falls Church, Virginia. (Id. at ¶ 7.) Commonwealth Land Title was the escrow agent under the Contract and joined in the Contract for that purpose. (Id.) Under the Contract, Finmarc was required to deposit $400, 000.00 as an earnest money deposit with Commonwealth Land Title. (Id. at ¶ 8.) On November 30, 2015, plaintiff and Finmarc executed the First Amendment to Real Estate Contract ("the Amendment"), which extended the inspection period to December 3, 2015. (Id. at ¶ 14.) If Finmarc did not notify plaintiff of termination due to unsatisfactory conditions by December 3, 2015, Finmarc was obligated to proceed to closing and the deposit became non-refundable, except in certain limited circumstances that are not applicable here. (Id. at ¶ 16.)

         By letter dated December 3, 2015 ("the Termination Notice"), Finmarc purported to provide notice of its termination of the Contract, effective as of that date. (Am. Compl. ¶ 18.) However, the Termination Notice was actually prepared on December 4, 2015 and back-dated to December 3, 2015, and was not delivered to plaintiff until December 4, 2015. (Id. at ¶¶ 18-19.) Following its receipt of the Termination Notice, plaintiff also discovered that Finmarc failed to provide the full deposit to Commonwealth Land Title, instead providing only $200, 000.00. (Id. at ¶ 21.) Plaintiff consequently notified Finmarc in writing of its material breach and default for its failure to deliver the required deposit no later than October 20, 2015. (Id. at ¶ 26.) Under the Contract, Finmarc then had five business days to cure this default, which Finmarc did not do. (Id. at ¶¶ 26-27.) Plaintiff also made a demand upon Finmarc to proceed with the purchase of the property under the Contract, but Finmarc refused to proceed to closing on January 3, 2016. (Id. at ¶ 28.) Commonwealth Land Title then stated that it would hold the partial deposit pending a written agreement between plaintiff and Finmarc with respect to the disbursement of the partial deposit. (Id. at ¶ 29.)

         On January 27, 2016, plaintiff brought suit against defendant Finmarc for breach of contract for failure to provide the full deposit and for failure to purchase. (Dkt. 1 at ¶¶ 26, 38.) On February 12, 2016, in accordance with Federal Rule of Civil Procedure 15(a)(1)(A), plaintiff filed its First Amended Complaint against Finmarc and Commonwealth Land Title, adding claims of breach of contract and gross negligence against Commonwealth Land Title for failure to disburse the deposit and for accepting a partial deposit, respectively. (Am. Compl. ¶¶ 51, 56.) Plaintiff is now seeking the $400, 000.00, plus pre-judgment interest and attorneys' fees and costs. (Mem. Supp. Mot. Default J. 2-3; Mot. Default J. 1.)

         B. Jurisdiction and Venue

         Before the Court can render default judgment, it must have both subject matter and personal jurisdiction over the defaulting party/parties.

         This Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1332, which provides that the district courts shall have original jurisdiction over all civil actions where the matter in controversy exceeds $75, 000.00 and is between citizens of a state and citizens of a foreign state. See 28 U.S.C. § 1332(a)(2). Plaintiff is a Luxembourg private limited company and a citizen of Luxembourg for diversity jurisdiction purposes. (Am. Compl. ¶ 1.) Defendant Finmarc is a Maryland limited liability company and a citizen of Maryland for diversity purposes. (Id. at ¶ 2.) Defendant Commonwealth Land Title is a Nebraska corporation with its principal place of business in Florida, and therefore is a citizen of Nebraska and Florida. (Id. at ¶ 3.) Plaintiff seeks an award of $400, 000.00, plus interest, fees and costs. (Id. at ¶ 61; Mem. Supp. Mot. Default J. 2-3.) Therefore, because there is complete diversity and a sufficient amount in controversy, this Court has subject matter jurisdiction over this dispute.

         This Court has personal jurisdiction over defendant Finmarc because Finmarc has conducted ongoing and continuous business in Virginia, specifically having engaged in business dealings in Virginia including the purchase of real estate in Fairfax County, Virginia, and having contracted with persons and entities in Virginia. (Am. Compl. ¶ 5; Mem. Supp. Mot. Default J. 2.) Therefore, Finmarc purposefully availed itself of the privilege of conducting activities in the Commonwealth of Virginia and personal jurisdiction is proper.

         Pursuant to 28 U.S.C. § 1391(b), venue is proper in this judicial district because a substantial part of the events or omissions giving rise to the claims occurred in this district and the real property that is the subject of ...


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