Preview
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MUHAMMAD T. MIR, SALMAN RIAZ, SUPERIOR COURT OF NEW JERSEY
AQSA KHAN, MT. PROSPECT PHARMACY LAW DIVISION: ESSEX COUNTY
CORP. and MUHAMMAD S. MIR, DOCKET NO. ESX-L-008411-21
Plaintiffs, Civil Action
v.
IBRAR A. NADEEM, BROOK PHARMACY,
INC., SCOTCH PLAINS SPECIALTY
PHARMACY, LLC, and JOHN DOES 1-10,
ORAL ARGUMENT REQUESTED
Defendants.
IBRAR A. NADEEM, BROOK PHARMACY,
INC., SCOTCH PLAINS SPECIALTY
PHARMACY, LLC, and JOHN DOES 1-10,
Third Party Plaintiffs,
v.
ABDUL NAZ,
Third Party Defendant.
______________________________________________________________________________
BRIEF IN OPPOSITION TO THIRD PARTY DEFENDANT ABDUL NAZ’S
MOTION TO DISMISS THIRD PARTY COMPLAINT
______________________________________________________________________________
Robert A. Mintz (No. 006561985)
Gregory J. Hindy (No. 042681995)
Brian W. Carroll (No. 114742014)
McCARTER & ENGLISH, LLP
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
(973) 622-4444
Attorneys for Defendants/Third Party Plaintiffs
Ibrar A. Nadeem, Brook Pharmacy, Inc., and
Scotch Plains Specialty Pharmacy, LLC
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TABLE OF CONTENTS
Page(s)
TABLE OF AUTHORITIES .......................................................................................................... ii
PRELIMINARY STATEMENT .....................................................................................................1
STATEMENT OF RELEVANT FACTS ........................................................................................4
LEGAL ARGUMENT .....................................................................................................................6
POINT I
THIS COURT POSSESSES PERSONAL JURISDICTION OVER NAZ...........................6
A. Legal Standard .............................................................................................6
B. Naz Has Sufficient Minimum Contacts with the State of
New Jersey and Allowing Defendants/Third Party Plaintiffs
to Prosecute Their Claim Against Naz in This Forum
Would Not Offend “Traditional Notions Of Fair Play And
Substantial Justice” ......................................................................................7
C. If the Court Has Any Concerns About Exercising Its
Jurisdiction Over Naz, Defendants/Third Party Plaintiffs
Should Be Permitted Jurisdictional Discovery ..........................................13
POINT II
DISMISSAL IS NOT WARRANTED ON THE BASIS OF FORUM
NON CONVENIENS ........................................................................................................13
CONCLUSION ..............................................................................................................................15
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TABLE OF AUTHORITIES
Page(s)
Cases
Armada v. Kuzovkin,
2021 WL 4026177 (N.J. Super. Ct. App. Div. Sept. 3, 2021) .........................................2, 3, 10
Asahi Metal Indus. Co. v. Superior Court of Cal.,
480 U.S. 102 (1987) ...................................................................................................................7
Burger King Corp. v. Rudzewicz,
471 U.S. 462 (1985) .........................................................................................................7, 8, 11
Carroll v. United Airlines, Inc.,
325 N.J. Super. 353 (App. Div. 1999) .....................................................................................13
Carteret Sav. Bank, FA v. Shushan,
954 F.2d 141 (3d Cir. 1992).......................................................................................................6
Craig v. Suburban Cablevision, Inc.,
140 N.J. 623 (1995) ...................................................................................................................4
Creative Bus. Decisions, Inc. v. Magnum Commc'ns Ltd., Inc.,
267 N.J. Super. 560 (App. Div. 1993) .........................................................................13, 14, 15
Grand Entm't Group. Ltd. v. Star Media Sales. Inc.,
988 F.2d 476 (3d Cir. 1993).................................................................................................8, 11
Int'l Shoe Co. v. Washington,
326 U.S. 310 (1945) ...................................................................................................................7
Interlotto, Inc. v. Nat'l Lottery Admin.,
298 N.J. Super. 127 (App. Div. 1997) .......................................................................................8
Lebel v. Everglades Marina, Inc.,
115 N.J. 317 (1989) ......................................................................................................... passim
In re Liquid Aluminum Sulfate Antitrust Litig.,
CV 16-MD-2687, 2017 WL 3131977 (D.N.J. July 20, 2017) .............................................2, 10
Madan Russo v. Posada,
366 N.J. Super. 420 (App. Div. 2004) .....................................................................................12
Maglio & Kendro. Inc. v. Superior Enerquip Corp.,
233 N.J. Super. 388 (App. Div. 1989) .......................................................................................9
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Matsumoto v. Matsumoto,
335 N.J. Super. 174 (App. Div. 2000) .......................................................................................6
McGee v. International Life Ins. Co.,
355 U.S. 220 (1957) ...................................................................................................................8
McKesson Corp. v. Hackensack Med. Imaging,
197 N.J. 262 (2009) .................................................................................................................11
Toys “R” Us. Inc. v. Step Two. S.A.,
318 F.3d 446 (3d Cir. 2003).................................................................................................6, 13
Waste Mgmt., Inc. v. Admiral Ins. Co.,
138 N.J. 106 (1994) .........................................................................................................6, 7, 11
World-Wide Volkswagen Corp. v. Woodson,
444 U.S. 286 (1980) .................................................................................................................11
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Defendants/Third Party Plaintiffs Ibrar A. Nadeem (“Nadeem”), Brook Pharmacy, Inc.
(“Brook Pharmacy”), and Scotch Plains Specialty Pharmacy, LLC (“Scotch Plains Pharmacy”)
(hereinafter, collectively “Defendants/Third Party Plaintiffs”), by and through their undersigned
attorneys, respectfully submit this brief in opposition to Third Party Defendant Abdul Naz’s
(“Naz”) Motion to Dismiss the Third Party Complaint filed against him by Defendants/Third Party
Plaintiffs (the “Motion”).
PRELIMINARY STATEMENT
Defendants/Third Party Plaintiffs’ claim for contribution against Third Party Defendant
Naz arises directly out of allegations in Plaintiffs Muhammad T. Mir, Salman Riaz, Rockaway
Community Care Corp. d/b/a Rex Pharmacy, Aqsa Khan, Mt. Prospect Pharmacy Corp. and
Muhammad S. Mir’s (hereinafter, collectively, “Plaintiffs”) Second Amended Complaint wherein
Naz is alleged to have orchestrated a conspiracy along with two New Jersey-based individuals –
Naz’s non-party attorney Jeffrey Heldman (“Heldman”) and Defendant Ibrar Nadeem – to attempt
to steal the Plaintiffs’ pharmacies in New York and New Jersey and concoct a “playbook” to
“accomplish the objective of the[ir] conspiracy.” Significantly, the vast majority of the allegations
in Plaintiffs’ Second Amended Complaint are aimed at Third Party Defendant Naz and his attorney,
non-party Heldman, and indeed Plaintiffs initially named Naz as the lead defendant in this Action
when they filed their original Complaint.
While Defendants/Third Party Plaintiffs categorically deny the allegations directed at them,
since they had no involvement in Third Party Defendant Naz’s lawsuit and did not, and could not,
direct attorney Heldman’s litigation decisions on behalf of Naz, they nonetheless seek to hold Naz
– the individual truly at the heart of Plaintiffs’ Second Amended Complaint – liable to
Defendants/Third Party Plaintiffs in the unlikely event that any of them are found liable to
Plaintiffs for any of the alleged conspiratorial acts set forth in Plaintiffs’ Second Amended
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Complaint. In response to the Third Party Complaint, Third Party Defendant Naz has moved to
dismiss Nadeem’s contribution claim for lack of personal jurisdiction and for forum non
conveniens. Naz’s motion must be denied in its entirety.
It is undeniable that Third Party Defendant Naz is alleged to be the central figure and
primary coconspirator in Plaintiffs’ Second Amended Complaint. As such, this Court clearly
possesses specific personal jurisdiction over Naz since the overarching claim in the Second
Amended Complaint is that Naz directly conspired with two New Jersey residents – his attorney,
Heldman, and Defendant Nadeem – to carry out his scheme. It is undisputed that Naz retained and
solicited the services of attorney Heldman, a New Jersey-based lawyer operating solely out of a
New Jersey office located in Pine Brook, New Jersey,1 to purportedly carry out the aims of the
alleged conspiracy. These alleged conspiratorial interactions are alone sufficient to subject Naz to
the personal jurisdiction of this Court. See, e.g., Armada v. Kuzovkin, 2021 WL 4026177, at *7
(N.J. Super. Ct. App. Div. Sept. 3, 2021) (“The complaint alleges Kuzovkin conspired with New
Jersey residents, which necessarily would involve contacts and communications extending into
New Jersey . . . . These facts, if true, may be sufficient to establish specific jurisdiction over
Kuzovkin.”); In re Liquid Aluminum Sulfate Antitrust Litig., CV 16-MD-2687 (JLL), 2017 WL
3131977, at *16 (D.N.J. July 20, 2017) (“[T]his Court is satisfied that both Defendants Ghazey
and Sundbeck's alleged conduct are sufficient for this Court to assert personal jurisdiction over
them. Both Defendants engaged in communications with a resident of New Jersey with the
intention and purpose of allegedly furthering the conspiracy. The claims here, at least in part, arise
out of said conduct.”).
1
See http://www.vazquezfirm.com/contact.html.
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Moreover, Naz cannot show that the exercise of jurisdiction over him would be unfair or
unreasonable, or would be contrary to traditional notions of fair play and substantial justice, since
the Second Amended Complaint alleges that he purposefully availed himself of the New Jersey
forum in that (i) his only alleged coconspirators were two New Jersey residents, and (ii) the vehicle
he is alleged to have used to carry out the alleged conspiracy was a lawsuit prepared by a New
Jersey attorney and directed from Heldman’s New Jersey office.
For similar reasons, Naz’s motion to dismiss on forum non conveniens grounds must also
be denied. It is indisputable that New Jersey is the most convenient forum for purposes of litigating
Plaintiffs’ conspiracy claim since Naz, as the alleged ringleader, purportedly conspired with two
New Jersey individuals; Defendants/Third Party Plaintiffs’ contribution claim is based upon the
same underlying allegations. All Plaintiffs, nearly all Defendants/Third Party Plaintiffs,2 as well
as alleged non-party co-conspirator Heldman, are located in New Jersey. In addition, numerous
key witnesses reside and work in the State of New Jersey, and there is a significant relationship
between the issues in this case and the jurisdiction whose court was designated as the place for
trial. Finally, Plaintiffs’ alleged conspiracy involving Naz, Heldman and Nadeem would
necessarily involve contacts and communications extending into New Jersey (Armada, supra, 2021
WL 4026177, at *7), and all witnesses related to the alleged conspiracy are located in New Jersey.
The fact that Naz himself lives just across the Hudson River, or that one of the pharmacies that
was at issue is located in New York, does not change this calculus since the focus of Plaintiffs’
Complaint is the alleged New Jersey-based conspiracy to harm Plaintiffs.
For these reasons, Defendants/Third Party Plaintiffs respectfully request this Court deny
Naz’s Motion in its entirety.
2
Brook Pharmacy, Inc. is a New York corporation, formed by Nadeem, with its principal place of business located
at 700 Brook Avenue, Bronx, New York 10455. See Trans ID: LCV20231485621 (Counterclaim) at ¶ 6.
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STATEMENT OF RELEVANT FACTS
In this Action, Plaintiffs have alleged 3 that Nadeem breached certain Settlement
Agreements with them by disclosing to Naz, in violation of the Settlement Agreements’
confidentiality provisions, “the strategy or ‘playbook’ he and [non-party attorney] Heldman used
that resulted in the parties entering into the Settlement Agreement.” See Transaction ID No.
LCV20223900702 (“Second Amended Complaint”) at ¶ 60. Plaintiffs further allege that Naz and
Nadeem, with the assistance of attorney Heldman, utilized the same “playbook” to “assist Naz
fraudulently obtain a one hundred percent (100%) ownership interest in Rex Pharmacy.” Id. at ¶¶
1, 61-63.
Plaintiffs claim that “Nadeem and Naz also maliciously abused the litigation process in
furtherance of their conspiracy.” Id. at ¶¶ 70-80. Specifically, according to Plaintiffs, Naz, through
Heldman, filed an action in New York State Court (the “New York Litigation”) with respect to
Naz’s operation of Rex Pharmacy. Id. at ¶ 102. Plaintiffs’ Second Amended Complaint alleges
that attorney Heldman, “on behalf and at the direction and/or with the knowledge of Naz and
Nadeem,” issued five subpoenas from his New Jersey office in connection with the New York
Litigation “with the intention of damaging TMir’s and Riaz’s reputations and interfering with the
operations and good will of those pharmacies, all for the purpose of gaining an unfair advantage
in the New York Litigation.” Id. at ¶ 71. Plaintiffs further allege that “Heldman, on behalf of, at
the direction and/or with the knowledge of Naz and Nadeem, also expressly threatened to issue
3
While Defendants/Third Party Plaintiffs dispute virtually all of the factual allegations contained in Plaintiffs’ Second
Amended Complaint, Defendants/Third Party Plaintiffs acknowledge that such allegations are presumed to be true at
the pleading phase (see Craig v. Suburban Cablevision, Inc., 140 N.J. 623, 625 (1995)). However, nothing contained
herein shall be construed as or deemed an admission by Defendants/Third Party Plaintiffs as to any of the allegations
set forth in the Second Amended Complaint. Moreover Defendants/Third Party Plaintiffs maintain and hereby
preserve all of their rights, claims, remedies and defenses with regard to Plaintiffs’ factual allegations, all of which
are expressly reserved and none of which are waived.
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additional Subpoenas if Riaz and TMir did not ‘engage in settlement discussions’ with Naz.” Id.
at ¶ 72.
Accordingly, Plaintiffs’ Second Amended Complaint asserts claims against
Defendants/Third Party Plaintiffs “jointly, severally and/or in the alternative,” for, among other
things, conspiracy, alleging that:
“Nadeem, Naz and Johns Doe 1-10 conspired and acted in concert, inter alia,
to retaliate and harm Riaz and Khan because of their previous disputes with
Nadeem, obtain monies from Rex Pharmacy, TMir and/or Riaz to which
they were not entitled, to obtain for Naz a greater ownership interest in Rex
Pharmacy than what he owned, and to do so by the unlawful act of filing
frivolous litigation in which Naz falsely represented that he was the sole
owner of Rex Pharmacy, all with the intent to cause harm to the Individual
Plaintiffs and the Pharmacy.” Id. at ¶ 92; and
“Upon information and belief, Heldman, on behalf and at the direction of,
and with the knowledge of Nadeem and Naz, knowingly filed false claims
and conspired with Nadeem and Naz, and/or aided and abetted Nadeem’s
and Naz’s conspiracy to steal ownership of Rex Pharmacy from TMir and
Riaz.” Id. at ¶ 93.
This Court denied Defendants/Third Party Plaintiffs’ motion to dismiss Plaintiffs’ Second
Amended Complaint on or about April 3, 2023 and, accordingly, Defendants/Third Party Plaintiffs
filed an Answer to Second Amended Complaint, Affirmative Defenses, Counterclaims and Third
Party Complaint on May 8, 2023 (LCV20231485621).
With regard to the Third Party Complaint, Defendants/Third Party Plaintiffs asserted a
claim against Naz – who is the central protagonist of the Second Amended Complaint and was
previously named as the lead defendant in this Action before being voluntarily dismissed by
Plaintiffs – for contribution, to the extent any of the Defendants/Third Party Plaintiffs are “found
liable to Plaintiffs for any of the alleged conspiratorial conduct set forth in Plaintiffs’ Second
Amended Complaint, or any further amended pleading.” Id. On June 12, 2023, Naz filed a motion
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to dismiss Defendants’ Third Party Complaint (LCV20231783405) for lack of personal
jurisdiction and forum non conveniens. Id. This Opposition follows.
LEGAL ARGUMENT
POINT I
THIS COURT POSSESSES PERSONAL JURISDICTION OVER NAZ
A. Legal Standard
When evaluating a motion to dismiss for lack of personal jurisdiction, a court must accept
a Complaint’s assertions as true, and construe disputed facts in favor of the non-moving party.
Toys “R” Us. Inc. v. Step Two. S.A., 318 F.3d 446, 457 (3d Cir. 2003). When a party raises lack
of personal jurisdiction as grounds for dismissal, the non-moving party must demonstrate facts to
establish that jurisdiction is proper. Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141,146 (3d Cir.
1992). A defendant’s challenge to personal jurisdiction may be defeated by establishing with
reasonable particularity sufficient contacts between the defendant and the forum state. Lebel v.
Everglades Marina, Inc., 115 N.J. 317, 322 (1989); Matsumoto v. Matsumoto, 335 N.J. Super. 174,
182 (App. Div. 2000); Waste Mgmt., Inc. v. Admiral Ins. Co., 138 N.J. 106, 119 (1994).
Whether a court may constitutionally exercise personal jurisdiction over a defendant is a
two-pronged inquiry. First, the defendant must be shown to have constitutionally sufficient
“minimum contacts” with the forum State. Lebel, supra, 115 N.J. at 322. Second, once “minimum
contacts” have been demonstrated, the court must then determine whether exercising jurisdiction
over the defendant would comport with “traditional notions of fair play and substantial justice.”
Id. at 328.
A court may exercise either specific or general personal jurisdiction. The court's
jurisdiction is “specific” when the cause of action “arises directly out of a defendant's contacts
with the forum state.” Waste Mgmt., supra, 138 N.J. at 119. The court's jurisdiction is “general”
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if the cause of action “is not related directly to the defendant's contacts with the forum state, but is
based instead on the defendant's continuous and systematic activities in the forum.” Id. at 119.
The touchstone of minimum contacts required to establish personal jurisdiction is whether the
“defendant's conduct and connection with the forum state are such that the defendant should
reasonably anticipate being haled into court there.” Burger King Corp. v. Rudzewicz, 471 U.S.
462, 474 (1985); Waste Mgmt., supra, 138 N.J. at 120.
In this case, Plaintiffs have alleged that Naz is the chief architect of a three-person
conspiracy involving Naz, Nadeem, a New Jersey resident, and Naz’s attorney, Jeffrey Heldman,
a non-party New Jersey lawyer who maintains his sole office in Pine Brook, New Jersey and does
not maintain an office in New York, to allegedly retaliate and harm Plaintiffs. Thus, Plaintiffs’
allegations of conspiratorial conduct – upon which Defendants/Third Party Plaintiffs’ claim
against Naz for contribution is premised – necessarily arise out of Naz’s contacts with New Jersey.
This Court can, and should, accordingly exercise specific personal jurisdiction over Naz.
B. Naz Has Sufficient Minimum Contacts with the State of New Jersey and Allowing
Defendants/Third Party Plaintiffs to Prosecute Their Claim Against Naz in This
Forum Would Not Offend “Traditional Notions Of Fair Play And Substantial Justice”
Personal jurisdiction may be asserted over a non-resident so long as he has “certain
minimum contacts with the forum such that the maintenance of the suit does not offend ‘traditional
notions of fair play and substantial justice.”’ Int'l Shoe Co. v. Washington, 326 U.S. 310, 316
(1945); Waste Mgmt., supra, 138 N.J. at 120. These contacts must be of such a nature that the
non-resident should reasonably anticipate being haled into court in the forum state. Burger King,
supra, 471 U.S. at 474; Waste Mgmt., supra, 138 N.J. at 120.
Minimum contacts are satisfied where a defendant has “purposefully directed its activities
toward residents of the forum” or “purposefully availed itself of the privilege of conducting
activities within the forum State, thus invoking the benefits and protection of its laws.” Asahi
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Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 109 (1987); Waste Mgmt., supra, 138
N.J. at 120. Even a “single isolated act may be sufficient to exercise jurisdiction over a non-
resident defendant if the cause of action is related to its contacts with the forum state.” Interlotto,
Inc. v. Nat'l Lottery Admin., 298 N.J. Super. 127, 136 (App. Div. 1997); see also Grand Entm't
Group. Ltd. v. Star Media Sales. Inc., 988 F.2d 476, 483 (3d Cir. 1993); McGee v. International
Life Ins. Co., 355 U.S. 220, 225 (1957).
In his moving papers, Naz claims he is not subject to the jurisdiction of this Court by virtue
of the fact that he “is a New York resident, does not conduct business in New Jersey, and has not
availed himself to New Jersey.” Motion at p. 4. Significantly, however, Naz does not address any
of the allegations in the Second Amended Complaint and completely ignores – but does not deny
– Plaintiffs’ overarching claims that Naz was the lead co-conspirator along with two New Jersey
residents, Heldman and Nadeem. Whether or not Naz physically entered New Jersey in connection
with his alleged conspiracy with Nadeem and Heldman is not determinative of whether this Court
has personal jurisdiction over him. Lebel, supra, 115 N.J. at 327 (“The mere fact that defendant . . .
was [n]ever physically present in New Jersey does not preclude a finding that minimum contacts
existed”). Indeed, the United States Supreme Court has held that:
Jurisdiction in these circumstances may not be avoided merely because the
defendant did not physically enter the forum State. Although territorial presence
frequently will enhance a potential defendant's affiliation with a State and reinforce
the reasonable foreseeability of suit there, it is an inescapable fact of modern
commercial life that a substantial amount of business is transacted solely by mail
and wire communications across state lines, thus obviating the need for physical
presence within a State in which business is conducted. So long as a commercial
actor's efforts are “purposefully directed” toward residents of another State, we
have consistently rejected the notion that an absence of physical contacts can defeat
personal jurisdiction there.
Burger King, supra, 471 U.S. at 476; see also Lebel, supra, 115 N.J. at 328 (quoting same).
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As such, a lack of physical presence in New Jersey does not, on its own, immunize Naz
from specific personal jurisdiction.4 Indeed, New Jersey Courts have regularly found specific
personal jurisdiction in cases where parties have directed communications into a forum but have
refrained from physically entering that forum. See, e.g., Maglio & Kendro. Inc. v. Superior
Enerquip Corp., 233 N.J. Super. 388 (App. Div. 1989) (finding personal jurisdiction over
nonresident defendant who telephoned plaintiff located in forum state to solicit performance of
services). Indeed, telephone communications, mail and electronic mail sent by a defendant into a
forum state may trigger personal jurisdiction so long as the actions show “purposeful availment.”
Id. at 388; see also Lebel, supra, 115 N.J. at 327.
In this matter, Naz’s alleged acts unequivocally demonstrate that he purposefully availed
himself of the New Jersey forum by voluntarily using a New Jersey-based attorney to file a lawsuit
which, according to Plaintiffs’ allegations, is the vehicle by which Naz and his coconspirators
attempted to improperly wrest control of Rex Pharmacy from Plaintiffs. The alleged “scheme”
was necessarily created, planned and carried out from Heldman’s office in Pine Brook, New Jersey,
which was also the location from which all of the allegedly improper subpoenas were created and
issued in the New York Litigation. Beyond Heldman’s actions, Defendant Nadeem – the alleged
second coconspirator – is also a New Jersey-based individual, and all of his alleged conduct aimed
at allegedly harming Plaintiffs necessarily took place in New Jersey as well.
In particular, Plaintiffs allege that Naz, Nadeem and Heldman “concocted” a “playbook”
to “accomplish the objective of the[ir] conspiracy,” namely, to “attempt to steal the [] Plaintiffs’
pharmacies in New York and New Jersey.” Second Amended Complaint at ¶ 4. (emphasis added.)
4
While not necessary to establish jurisdiction, given that Heldman, Naz’s attorney, only maintains an office in Pine
Brook, New Jersey, it is highly likely that Naz met with his attorney in New Jersey on multiple occasions in connection
with Heldman’s representation.
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Plaintiffs further allege that Naz directly solicited services from Heldman in furtherance of that
alleged conspiracy. See, e.g., Second Amended Complaint at ¶ 62 (“Heldman, at the direction of
Nadeem and Naz and in furtherance of their conspiracy, falsely claimed (as he had for Nadeem)
that Naz’s payments totaling $100,000 to TMir and Riaz were in repayment of a loan and that
TMir and Riaz had no ownership interest in Rex Pharmacy”); ¶ 93 (“Heldman, on behalf and at
the direction of, and with the knowledge of Nadeem and Naz, knowingly filed false claims and
conspired with Nadeem and Naz, and/or aided and abetted Nadeem’s and Naz’s conspiracy to steal
ownership of Rex Pharmacy from TMir and Riaz”).
That these alleged conspiratorial actions by Naz’s two New Jersey-based “co-conspirators”
would take place in New Jersey was entirely foreseeable by Naz and provide more than a sufficient
basis for this Court to find that the minimum contacts requirement subjecting Naz to the personal
jurisdiction of this Court has been met. See, e.g., Armada, supra, 2021 WL 4026177, at *7 (N.J.
Super. Ct. App. Div. Sept. 3, 2021) (“The complaint alleges Kuzovkin conspired with New Jersey
residents, which necessarily would involve contacts and communications extending into New
Jersey . . . . These facts, if true, may be sufficient to establish specific jurisdiction over Kuzovkin.”);
In re Liquid Aluminum Sulfate Antitrust Litig., supra, 2017 WL 3131977, at *16 (“[T]his Court is
satisfied that both Defendants Ghazey and Sundbeck's alleged conduct are sufficient for this Court
to assert personal jurisdiction over them. Both Defendants engaged in communications with a
resident of New Jersey with the intention and purpose of allegedly furthering the conspiracy. The
claims here, at least in part, arise out of said conduct.”).
Exercising jurisdiction over Naz under these circumstances would not offend notions of
“fair play and substantial justice.” Lebel, supra, 115 N.J. at 328. For personal jurisdiction to
comport with “fair play and substantial justice,” it must be reasonable to require the defendant to
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defend the suit in the forum state. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292
(1980); Waste Mgmt., supra, 138 N.J. at 120-21. Once minimum contacts have been established,
the burden shifts to the defendant who “must present a compelling case that the presence of some
other considerations would render jurisdiction unreasonable.” McKesson Corp. v. Hackensack
Med. Imaging, 197 N.J. 262, 278 (2009); Lebel, supra, 115 N.J. at 328. “The burden on a
defendant who wishes to show an absence of fairness or lack of substantial justice is heavy.” Grand
Enter. Group, supra, 988 F.2d 476 at 483.
In determining whether the assertion of jurisdiction would violate traditional notions of fair
play and substantial justice, a court must consider several factors including, inter alia, the burden
on the defendant, the interests of the forum state, plaintiff’s interest in obtaining relief, the
interstate judicial system's interest in obtaining efficient resolutions of controversies, and, if
relevant, the shared interest of the several states in furthering substantive social policies. Burger
King, supra, 471 U.S. at 477; Lebel, supra, 115 N.J. at 328; Waste Mgmt., supra, 138 N.J. at 125
(“[T]he burden of a defendant coming to the plaintiff's state, as opposed to the plaintiff going to
the defendant's home state, is too slight an imbalance to defeat jurisdiction.”).
Naz has not met his burden of showing that litigating this case in New Jersey would present
an unreasonable burden. Indeed, Naz knowingly subjected himself to potential litigation in New
Jersey when he retained a New Jersey lawyer for a lawsuit filed in New York and thereafter
allegedly conspired with two New Jersey-based parties, Nadeem and Heldman, which conspiracy
was allegedly coordinated by and through Heldman, and, necessarily, Heldman’s New Jersey
office. Naz’s location in New York, alone, does not present a “compelling” factor that should
render personal jurisdiction “unreasonable.” Burger King, supra, 471 U.S. at 474, 477.
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New Jersey has a legitimate interest in adjudicating Defendants/Third Party Plaintiffs’
contribution claim, as it has an interest in protecting its residents from the injuries inflicted by out-
of-state and foreign actors. See, e.g., Madan Russo v. Posada, 366 N.J. Super. 420, 427 (App. Div.
2004) (“New Jersey has an obvious, compelling concern for the protection of its citizens and to
provide a forum for redress of such wrongful conduct” against foreign actors). Moreover,
Defendants/Third Party Plaintiffs have a strong interest in obtaining relief in New Jersey since this
is the forum where the alleged conspiracy was created, planned and carried out, and where the
underlying action seeking damages for the alleged conspiratorial conduct remains pending.
Similarly, allowing Naz to evade jurisdiction in New Jersey would create an Action in
which the alleged ringleader of the conspiracy was absent, and Nadeem, a peripheral player in the
alleged wrongful conduct, is left to defend himself without Naz, the only party who instructed
Heldman with regard to the allegedly improper lawsuit. Defendants/Third Party Plaintiffs have a
compelling interest in pursuing efficient, effective, and complete relief before this Court without
the delay and fragmentation that would result from having to reassert their contribution claim in a
separate forum with no historical knowledge of the underlying conspiracy claim.
In sum, this Court's exercise of personal jurisdiction over Naz comports with the notions
of fair play and substantial justice since Naz knowingly and voluntarily subjected himself to the
jurisdiction of this Court through his own actions. Naz cannot show that an exercise of jurisdiction
by this Court would be unfair or unreasonable, especially when he purposefully availed himself of
the New Jersey forum by purportedly engaging in a conspiracy with residents of this State. Rather,
it is Defendants/Third Party Plaintiffs who would be significantly prejudiced if required to
needlessly re-file their action against Naz piecemeal in a separate forum.
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C. If the Court Has Any Concerns About Exercising Its Jurisdiction Over Naz,
Defendants/Third Party Plaintiffs Should Be Permitted Jurisdictional Discovery
Although the record in this Action is more than sufficient to establish this Court’s
jurisdiction over Naz based upon controlling case law, if the Court has any remaining concerns,
such sufficiency notwithstanding, Defendants/Third Party Plaintiffs should be permitted
jurisdictional discovery. Where a party asserts that a court lacks personal jurisdiction over it and
the court believes further information is required to make a jurisdictional determination, the court
should permit the parties to engage in jurisdictional discovery before the issue is decided. Carroll
v. United Airlines, Inc., 325 N.J. Super. 353, 367 (App. Div. 1999). Indeed, “[a]lthough the
plaintiff bears the burden of demonstrating facts that support personal jurisdiction, courts are to
assist the plaintiff by allowing jurisdictional discovery unless the plaintiff's claim is clearly
frivolous.” Toys “R” Us, Inc., supra, 318 F.3d at 456 (citations omitted). Thus, “[i]f a plaintiff
presents factual allegations [suggesting] with reasonable particularity the possible existence of the
requisite contacts between [the party] and the forum state, [the] plaintiff's right to conduct
jurisdictional discovery should be sustained.” Ibid. (third alteration in original) (citation omitted).
POINT II
DISMISSAL IS NOT WARRANTED ON THE
BASIS OF FORUM NON CONVENIENS
Under the doctrine of forum non conveniens, “a court may decline jurisdiction whenever
the ends of justice indicate a trial in the forum selected by the plaintiff would be inappropriate.”
Creative Bus. Decisions, Inc. v. Magnum Commc'ns Ltd., Inc., 267 N.J. Super. 560, 572 (App.
Div. 1993) (quoting D'Agostino v. Johnson & Johnson. Inc., 225 N.J. Super. 250, 259 (App. Div.
1988)). “The necessary predicate to application of the doctrine is the existence of another forum
where trial will best serve the convenience of the parties and the ends of justice.” Id. (citations
omitted). “More than a mere weighing of convenience is required, because if the rule were
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otherwise, ‘motions to dismiss would become the usual thing . . . thus diverting the energies of
counsel and the courts to quarrels over venue considerations.”’ Id. (quoting Starr v. Berry, 25 N.J.
573, 587 (1958). “[T]he principal focus is on the ‘element of harassment and vexation,’” and a
“plaintiff’s choice of forum ordinarily will not be disturbed except upon a clear showing of real
hardship or for some other compelling reason.” Id. (citations omitted). Such is not, nor could it
be, the case here.
As set forth in detail above, all Plaintiffs, nearly all Defendants/Third Party Plaintiffs, and
alleged non-party co-conspirator attorney Heldman are located in New Jersey, numerous key
witnesses reside and work in this State, and there is a significant relationship between the issues
in this case and the jurisdiction whose court was designated as the place for trial. Moreover, and
perhaps most importantly, Naz is the key figure in the allegations which are central to this lawsuit.
Plaintiffs allege that Naz conspired with two New Jersey-based parties, Nadeem and attorney
Heldman, and that the three “concocted” a “playbook” to “accomplish the objective of the[ir]
conspiracy,” namely, to “attempt to steal the [] Plaintiffs’ pharmacies in New York and New
Jersey.” Second Amended Complaint at ¶ 4. Plaintiffs further allege that Naz directly solicited
services from attorney Heldman – a New Jersey-based lawyer operating solely out of a New
Jersey-based law firm which maintains its sole office in Pine Brook, New Jersey – in furtherance
of that conspiracy. Id. at ¶¶ 62, 93. As such, all relevant witnesses related to the alleged conspiracy
are located in New Jersey. That Naz is located across the Hudson River does not change the fact
that New Jersey remains the most convenient forum for purposes of litigating Plaintiffs’ conspiracy
claim and Defendants/Third Party Plaintiffs’ interrelated contribution claim. Clearly,
Defendants/Third Party Plaintiffs’ choice of forum cannot be shown to be “demonstrably
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inappropriate,” nor designed to subject Naz to harassment and vexation. Creative Bus. Decisions,
Inc., supra, 267 N.J. Super. at 573.
Accordingly, Defendants/Third Party Plaintiffs’ decision to assert their claim against Naz
for contribution in this Court is entirely proper and this Court should reject Naz’s motion to dismiss
the contribution claim on forum non conveniens grounds.
CONCLUSION
For the foregoing reasons, Defendants/Third Party Plaintiffs Nadeem, Brook Pharmacy and
Scotch Plains Pharmacy respectfully request that the Court deny Naz’s Motion to Dismiss in its
entirety.
Respectfully submitted,
McCARTER & ENGLISH, LLP
Dated: July 25, 2023 By:
Robert A. Mintz, Esq.
Gregory J. Hindy, Esq.
Brian W. Carroll, Esq.
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
(973) 622-4444
Attorneys for Defendants/Third Party Plaintiffs
Ibrar A. Nadeem, Brook Pharmacy, Inc., and
Scotch Plains Specialty Pharmacy, LLC
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ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 1 of 19 Trans ID: LCV20232178731 MUHAMMAD T. MIR, SALMAN RIAZ, SUPERIOR COURT OF NEW JERSEY AQSA KHAN, MT. PROSPECT PHARMACY LAW DIVISION: ESSEX COUNTY CORP. and MUHAMMAD S. MIR, DOCKET NO. ESX-L-008411-21 Plaintiffs, Civil Action v. IBRAR A. NADEEM, BROOK PHARMACY, INC., SCOTCH PLAINS SPECIALTY PHARMACY, LLC, and JOHN DOES 1-10, ORAL ARGUMENT REQUESTED Defendants. IBRAR A. NADEEM, BROOK PHARMACY, INC., SCOTCH PLAINS SPECIALTY PHARMACY, LLC, and JOHN DOES 1-10, Third Party Plaintiffs, v. ABDUL NAZ, Third Party Defendant. ______________________________________________________________________________ BRIEF IN OPPOSITION TO THIRD PARTY DEFENDANT ABDUL NAZ’S MOTION TO DISMISS THIRD PARTY COMPLAINT ______________________________________________________________________________ Robert A. Mintz (No. 006561985) Gregory J. Hindy (No. 042681995) Brian W. Carroll (No. 114742014) McCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 (973) 622-4444 Attorneys for Defendants/Third Party Plaintiffs Ibrar A. Nadeem, Brook Pharmacy, Inc., and Scotch Plains Specialty Pharmacy, LLC ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 2 of 19 Trans ID: LCV20232178731 TABLE OF CONTENTS Page(s) TABLE OF AUTHORITIES .......................................................................................................... ii PRELIMINARY STATEMENT .....................................................................................................1 STATEMENT OF RELEVANT FACTS ........................................................................................4 LEGAL ARGUMENT .....................................................................................................................6 POINT I THIS COURT POSSESSES PERSONAL JURISDICTION OVER NAZ...........................6 A. Legal Standard .............................................................................................6 B. Naz Has Sufficient Minimum Contacts with the State of New Jersey and Allowing Defendants/Third Party Plaintiffs to Prosecute Their Claim Against Naz in This Forum Would Not Offend “Traditional Notions Of Fair Play And Substantial Justice” ......................................................................................7 C. If the Court Has Any Concerns About Exercising Its Jurisdiction Over Naz, Defendants/Third Party Plaintiffs Should Be Permitted Jurisdictional Discovery ..........................................13 POINT II DISMISSAL IS NOT WARRANTED ON THE BASIS OF FORUM NON CONVENIENS ........................................................................................................13 CONCLUSION ..............................................................................................................................15 -i- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 3 of 19 Trans ID: LCV20232178731 TABLE OF AUTHORITIES Page(s) Cases Armada v. Kuzovkin, 2021 WL 4026177 (N.J. Super. Ct. App. Div. Sept. 3, 2021) .........................................2, 3, 10 Asahi Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102 (1987) ...................................................................................................................7 Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) .........................................................................................................7, 8, 11 Carroll v. United Airlines, Inc., 325 N.J. Super. 353 (App. Div. 1999) .....................................................................................13 Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141 (3d Cir. 1992).......................................................................................................6 Craig v. Suburban Cablevision, Inc., 140 N.J. 623 (1995) ...................................................................................................................4 Creative Bus. Decisions, Inc. v. Magnum Commc'ns Ltd., Inc., 267 N.J. Super. 560 (App. Div. 1993) .........................................................................13, 14, 15 Grand Entm't Group. Ltd. v. Star Media Sales. Inc., 988 F.2d 476 (3d Cir. 1993).................................................................................................8, 11 Int'l Shoe Co. v. Washington, 326 U.S. 310 (1945) ...................................................................................................................7 Interlotto, Inc. v. Nat'l Lottery Admin., 298 N.J. Super. 127 (App. Div. 1997) .......................................................................................8 Lebel v. Everglades Marina, Inc., 115 N.J. 317 (1989) ......................................................................................................... passim In re Liquid Aluminum Sulfate Antitrust Litig., CV 16-MD-2687, 2017 WL 3131977 (D.N.J. July 20, 2017) .............................................2, 10 Madan Russo v. Posada, 366 N.J. Super. 420 (App. Div. 2004) .....................................................................................12 Maglio & Kendro. Inc. v. Superior Enerquip Corp., 233 N.J. Super. 388 (App. Div. 1989) .......................................................................................9 -ii- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 4 of 19 Trans ID: LCV20232178731 Matsumoto v. Matsumoto, 335 N.J. Super. 174 (App. Div. 2000) .......................................................................................6 McGee v. International Life Ins. Co., 355 U.S. 220 (1957) ...................................................................................................................8 McKesson Corp. v. Hackensack Med. Imaging, 197 N.J. 262 (2009) .................................................................................................................11 Toys “R” Us. Inc. v. Step Two. S.A., 318 F.3d 446 (3d Cir. 2003).................................................................................................6, 13 Waste Mgmt., Inc. v. Admiral Ins. Co., 138 N.J. 106 (1994) .........................................................................................................6, 7, 11 World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) .................................................................................................................11 -iii- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 5 of 19 Trans ID: LCV20232178731 Defendants/Third Party Plaintiffs Ibrar A. Nadeem (“Nadeem”), Brook Pharmacy, Inc. (“Brook Pharmacy”), and Scotch Plains Specialty Pharmacy, LLC (“Scotch Plains Pharmacy”) (hereinafter, collectively “Defendants/Third Party Plaintiffs”), by and through their undersigned attorneys, respectfully submit this brief in opposition to Third Party Defendant Abdul Naz’s (“Naz”) Motion to Dismiss the Third Party Complaint filed against him by Defendants/Third Party Plaintiffs (the “Motion”). PRELIMINARY STATEMENT Defendants/Third Party Plaintiffs’ claim for contribution against Third Party Defendant Naz arises directly out of allegations in Plaintiffs Muhammad T. Mir, Salman Riaz, Rockaway Community Care Corp. d/b/a Rex Pharmacy, Aqsa Khan, Mt. Prospect Pharmacy Corp. and Muhammad S. Mir’s (hereinafter, collectively, “Plaintiffs”) Second Amended Complaint wherein Naz is alleged to have orchestrated a conspiracy along with two New Jersey-based individuals – Naz’s non-party attorney Jeffrey Heldman (“Heldman”) and Defendant Ibrar Nadeem – to attempt to steal the Plaintiffs’ pharmacies in New York and New Jersey and concoct a “playbook” to “accomplish the objective of the[ir] conspiracy.” Significantly, the vast majority of the allegations in Plaintiffs’ Second Amended Complaint are aimed at Third Party Defendant Naz and his attorney, non-party Heldman, and indeed Plaintiffs initially named Naz as the lead defendant in this Action when they filed their original Complaint. While Defendants/Third Party Plaintiffs categorically deny the allegations directed at them, since they had no involvement in Third Party Defendant Naz’s lawsuit and did not, and could not, direct attorney Heldman’s litigation decisions on behalf of Naz, they nonetheless seek to hold Naz – the individual truly at the heart of Plaintiffs’ Second Amended Complaint – liable to Defendants/Third Party Plaintiffs in the unlikely event that any of them are found liable to Plaintiffs for any of the alleged conspiratorial acts set forth in Plaintiffs’ Second Amended ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 6 of 19 Trans ID: LCV20232178731 Complaint. In response to the Third Party Complaint, Third Party Defendant Naz has moved to dismiss Nadeem’s contribution claim for lack of personal jurisdiction and for forum non conveniens. Naz’s motion must be denied in its entirety. It is undeniable that Third Party Defendant Naz is alleged to be the central figure and primary coconspirator in Plaintiffs’ Second Amended Complaint. As such, this Court clearly possesses specific personal jurisdiction over Naz since the overarching claim in the Second Amended Complaint is that Naz directly conspired with two New Jersey residents – his attorney, Heldman, and Defendant Nadeem – to carry out his scheme. It is undisputed that Naz retained and solicited the services of attorney Heldman, a New Jersey-based lawyer operating solely out of a New Jersey office located in Pine Brook, New Jersey,1 to purportedly carry out the aims of the alleged conspiracy. These alleged conspiratorial interactions are alone sufficient to subject Naz to the personal jurisdiction of this Court. See, e.g., Armada v. Kuzovkin, 2021 WL 4026177, at *7 (N.J. Super. Ct. App. Div. Sept. 3, 2021) (“The complaint alleges Kuzovkin conspired with New Jersey residents, which necessarily would involve contacts and communications extending into New Jersey . . . . These facts, if true, may be sufficient to establish specific jurisdiction over Kuzovkin.”); In re Liquid Aluminum Sulfate Antitrust Litig., CV 16-MD-2687 (JLL), 2017 WL 3131977, at *16 (D.N.J. July 20, 2017) (“[T]his Court is satisfied that both Defendants Ghazey and Sundbeck's alleged conduct are sufficient for this Court to assert personal jurisdiction over them. Both Defendants engaged in communications with a resident of New Jersey with the intention and purpose of allegedly furthering the conspiracy. The claims here, at least in part, arise out of said conduct.”). 1 See http://www.vazquezfirm.com/contact.html. -2- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 7 of 19 Trans ID: LCV20232178731 Moreover, Naz cannot show that the exercise of jurisdiction over him would be unfair or unreasonable, or would be contrary to traditional notions of fair play and substantial justice, since the Second Amended Complaint alleges that he purposefully availed himself of the New Jersey forum in that (i) his only alleged coconspirators were two New Jersey residents, and (ii) the vehicle he is alleged to have used to carry out the alleged conspiracy was a lawsuit prepared by a New Jersey attorney and directed from Heldman’s New Jersey office. For similar reasons, Naz’s motion to dismiss on forum non conveniens grounds must also be denied. It is indisputable that New Jersey is the most convenient forum for purposes of litigating Plaintiffs’ conspiracy claim since Naz, as the alleged ringleader, purportedly conspired with two New Jersey individuals; Defendants/Third Party Plaintiffs’ contribution claim is based upon the same underlying allegations. All Plaintiffs, nearly all Defendants/Third Party Plaintiffs,2 as well as alleged non-party co-conspirator Heldman, are located in New Jersey. In addition, numerous key witnesses reside and work in the State of New Jersey, and there is a significant relationship between the issues in this case and the jurisdiction whose court was designated as the place for trial. Finally, Plaintiffs’ alleged conspiracy involving Naz, Heldman and Nadeem would necessarily involve contacts and communications extending into New Jersey (Armada, supra, 2021 WL 4026177, at *7), and all witnesses related to the alleged conspiracy are located in New Jersey. The fact that Naz himself lives just across the Hudson River, or that one of the pharmacies that was at issue is located in New York, does not change this calculus since the focus of Plaintiffs’ Complaint is the alleged New Jersey-based conspiracy to harm Plaintiffs. For these reasons, Defendants/Third Party Plaintiffs respectfully request this Court deny Naz’s Motion in its entirety. 2 Brook Pharmacy, Inc. is a New York corporation, formed by Nadeem, with its principal place of business located at 700 Brook Avenue, Bronx, New York 10455. See Trans ID: LCV20231485621 (Counterclaim) at ¶ 6. -3- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 8 of 19 Trans ID: LCV20232178731 STATEMENT OF RELEVANT FACTS In this Action, Plaintiffs have alleged 3 that Nadeem breached certain Settlement Agreements with them by disclosing to Naz, in violation of the Settlement Agreements’ confidentiality provisions, “the strategy or ‘playbook’ he and [non-party attorney] Heldman used that resulted in the parties entering into the Settlement Agreement.” See Transaction ID No. LCV20223900702 (“Second Amended Complaint”) at ¶ 60. Plaintiffs further allege that Naz and Nadeem, with the assistance of attorney Heldman, utilized the same “playbook” to “assist Naz fraudulently obtain a one hundred percent (100%) ownership interest in Rex Pharmacy.” Id. at ¶¶ 1, 61-63. Plaintiffs claim that “Nadeem and Naz also maliciously abused the litigation process in furtherance of their conspiracy.” Id. at ¶¶ 70-80. Specifically, according to Plaintiffs, Naz, through Heldman, filed an action in New York State Court (the “New York Litigation”) with respect to Naz’s operation of Rex Pharmacy. Id. at ¶ 102. Plaintiffs’ Second Amended Complaint alleges that attorney Heldman, “on behalf and at the direction and/or with the knowledge of Naz and Nadeem,” issued five subpoenas from his New Jersey office in connection with the New York Litigation “with the intention of damaging TMir’s and Riaz’s reputations and interfering with the operations and good will of those pharmacies, all for the purpose of gaining an unfair advantage in the New York Litigation.” Id. at ¶ 71. Plaintiffs further allege that “Heldman, on behalf of, at the direction and/or with the knowledge of Naz and Nadeem, also expressly threatened to issue 3 While Defendants/Third Party Plaintiffs dispute virtually all of the factual allegations contained in Plaintiffs’ Second Amended Complaint, Defendants/Third Party Plaintiffs acknowledge that such allegations are presumed to be true at the pleading phase (see Craig v. Suburban Cablevision, Inc., 140 N.J. 623, 625 (1995)). However, nothing contained herein shall be construed as or deemed an admission by Defendants/Third Party Plaintiffs as to any of the allegations set forth in the Second Amended Complaint. Moreover Defendants/Third Party Plaintiffs maintain and hereby preserve all of their rights, claims, remedies and defenses with regard to Plaintiffs’ factual allegations, all of which are expressly reserved and none of which are waived. -4- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 9 of 19 Trans ID: LCV20232178731 additional Subpoenas if Riaz and TMir did not ‘engage in settlement discussions’ with Naz.” Id. at ¶ 72. Accordingly, Plaintiffs’ Second Amended Complaint asserts claims against Defendants/Third Party Plaintiffs “jointly, severally and/or in the alternative,” for, among other things, conspiracy, alleging that: “Nadeem, Naz and Johns Doe 1-10 conspired and acted in concert, inter alia, to retaliate and harm Riaz and Khan because of their previous disputes with Nadeem, obtain monies from Rex Pharmacy, TMir and/or Riaz to which they were not entitled, to obtain for Naz a greater ownership interest in Rex Pharmacy than what he owned, and to do so by the unlawful act of filing frivolous litigation in which Naz falsely represented that he was the sole owner of Rex Pharmacy, all with the intent to cause harm to the Individual Plaintiffs and the Pharmacy.” Id. at ¶ 92; and “Upon information and belief, Heldman, on behalf and at the direction of, and with the knowledge of Nadeem and Naz, knowingly filed false claims and conspired with Nadeem and Naz, and/or aided and abetted Nadeem’s and Naz’s conspiracy to steal ownership of Rex Pharmacy from TMir and Riaz.” Id. at ¶ 93. This Court denied Defendants/Third Party Plaintiffs’ motion to dismiss Plaintiffs’ Second Amended Complaint on or about April 3, 2023 and, accordingly, Defendants/Third Party Plaintiffs filed an Answer to Second Amended Complaint, Affirmative Defenses, Counterclaims and Third Party Complaint on May 8, 2023 (LCV20231485621). With regard to the Third Party Complaint, Defendants/Third Party Plaintiffs asserted a claim against Naz – who is the central protagonist of the Second Amended Complaint and was previously named as the lead defendant in this Action before being voluntarily dismissed by Plaintiffs – for contribution, to the extent any of the Defendants/Third Party Plaintiffs are “found liable to Plaintiffs for any of the alleged conspiratorial conduct set forth in Plaintiffs’ Second Amended Complaint, or any further amended pleading.” Id. On June 12, 2023, Naz filed a motion -5- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 10 of 19 Trans ID: LCV20232178731 to dismiss Defendants’ Third Party Complaint (LCV20231783405) for lack of personal jurisdiction and forum non conveniens. Id. This Opposition follows. LEGAL ARGUMENT POINT I THIS COURT POSSESSES PERSONAL JURISDICTION OVER NAZ A. Legal Standard When evaluating a motion to dismiss for lack of personal jurisdiction, a court must accept a Complaint’s assertions as true, and construe disputed facts in favor of the non-moving party. Toys “R” Us. Inc. v. Step Two. S.A., 318 F.3d 446, 457 (3d Cir. 2003). When a party raises lack of personal jurisdiction as grounds for dismissal, the non-moving party must demonstrate facts to establish that jurisdiction is proper. Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141,146 (3d Cir. 1992). A defendant’s challenge to personal jurisdiction may be defeated by establishing with reasonable particularity sufficient contacts between the defendant and the forum state. Lebel v. Everglades Marina, Inc., 115 N.J. 317, 322 (1989); Matsumoto v. Matsumoto, 335 N.J. Super. 174, 182 (App. Div. 2000); Waste Mgmt., Inc. v. Admiral Ins. Co., 138 N.J. 106, 119 (1994). Whether a court may constitutionally exercise personal jurisdiction over a defendant is a two-pronged inquiry. First, the defendant must be shown to have constitutionally sufficient “minimum contacts” with the forum State. Lebel, supra, 115 N.J. at 322. Second, once “minimum contacts” have been demonstrated, the court must then determine whether exercising jurisdiction over the defendant would comport with “traditional notions of fair play and substantial justice.” Id. at 328. A court may exercise either specific or general personal jurisdiction. The court's jurisdiction is “specific” when the cause of action “arises directly out of a defendant's contacts with the forum state.” Waste Mgmt., supra, 138 N.J. at 119. The court's jurisdiction is “general” -6- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 11 of 19 Trans ID: LCV20232178731 if the cause of action “is not related directly to the defendant's contacts with the forum state, but is based instead on the defendant's continuous and systematic activities in the forum.” Id. at 119. The touchstone of minimum contacts required to establish personal jurisdiction is whether the “defendant's conduct and connection with the forum state are such that the defendant should reasonably anticipate being haled into court there.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474 (1985); Waste Mgmt., supra, 138 N.J. at 120. In this case, Plaintiffs have alleged that Naz is the chief architect of a three-person conspiracy involving Naz, Nadeem, a New Jersey resident, and Naz’s attorney, Jeffrey Heldman, a non-party New Jersey lawyer who maintains his sole office in Pine Brook, New Jersey and does not maintain an office in New York, to allegedly retaliate and harm Plaintiffs. Thus, Plaintiffs’ allegations of conspiratorial conduct – upon which Defendants/Third Party Plaintiffs’ claim against Naz for contribution is premised – necessarily arise out of Naz’s contacts with New Jersey. This Court can, and should, accordingly exercise specific personal jurisdiction over Naz. B. Naz Has Sufficient Minimum Contacts with the State of New Jersey and Allowing Defendants/Third Party Plaintiffs to Prosecute Their Claim Against Naz in This Forum Would Not Offend “Traditional Notions Of Fair Play And Substantial Justice” Personal jurisdiction may be asserted over a non-resident so long as he has “certain minimum contacts with the forum such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.”’ Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945); Waste Mgmt., supra, 138 N.J. at 120. These contacts must be of such a nature that the non-resident should reasonably anticipate being haled into court in the forum state. Burger King, supra, 471 U.S. at 474; Waste Mgmt., supra, 138 N.J. at 120. Minimum contacts are satisfied where a defendant has “purposefully directed its activities toward residents of the forum” or “purposefully availed itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protection of its laws.” Asahi -7- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 12 of 19 Trans ID: LCV20232178731 Metal Indus. Co. v. Superior Court of Cal., 480 U.S. 102, 109 (1987); Waste Mgmt., supra, 138 N.J. at 120. Even a “single isolated act may be sufficient to exercise jurisdiction over a non- resident defendant if the cause of action is related to its contacts with the forum state.” Interlotto, Inc. v. Nat'l Lottery Admin., 298 N.J. Super. 127, 136 (App. Div. 1997); see also Grand Entm't Group. Ltd. v. Star Media Sales. Inc., 988 F.2d 476, 483 (3d Cir. 1993); McGee v. International Life Ins. Co., 355 U.S. 220, 225 (1957). In his moving papers, Naz claims he is not subject to the jurisdiction of this Court by virtue of the fact that he “is a New York resident, does not conduct business in New Jersey, and has not availed himself to New Jersey.” Motion at p. 4. Significantly, however, Naz does not address any of the allegations in the Second Amended Complaint and completely ignores – but does not deny – Plaintiffs’ overarching claims that Naz was the lead co-conspirator along with two New Jersey residents, Heldman and Nadeem. Whether or not Naz physically entered New Jersey in connection with his alleged conspiracy with Nadeem and Heldman is not determinative of whether this Court has personal jurisdiction over him. Lebel, supra, 115 N.J. at 327 (“The mere fact that defendant . . . was [n]ever physically present in New Jersey does not preclude a finding that minimum contacts existed”). Indeed, the United States Supreme Court has held that: Jurisdiction in these circumstances may not be avoided merely because the defendant did not physically enter the forum State. Although territorial presence frequently will enhance a potential defendant's affiliation with a State and reinforce the reasonable foreseeability of suit there, it is an inescapable fact of modern commercial life that a substantial amount of business is transacted solely by mail and wire communications across state lines, thus obviating the need for physical presence within a State in which business is conducted. So long as a commercial actor's efforts are “purposefully directed” toward residents of another State, we have consistently rejected the notion that an absence of physical contacts can defeat personal jurisdiction there. Burger King, supra, 471 U.S. at 476; see also Lebel, supra, 115 N.J. at 328 (quoting same). -8- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 13 of 19 Trans ID: LCV20232178731 As such, a lack of physical presence in New Jersey does not, on its own, immunize Naz from specific personal jurisdiction.4 Indeed, New Jersey Courts have regularly found specific personal jurisdiction in cases where parties have directed communications into a forum but have refrained from physically entering that forum. See, e.g., Maglio & Kendro. Inc. v. Superior Enerquip Corp., 233 N.J. Super. 388 (App. Div. 1989) (finding personal jurisdiction over nonresident defendant who telephoned plaintiff located in forum state to solicit performance of services). Indeed, telephone communications, mail and electronic mail sent by a defendant into a forum state may trigger personal jurisdiction so long as the actions show “purposeful availment.” Id. at 388; see also Lebel, supra, 115 N.J. at 327. In this matter, Naz’s alleged acts unequivocally demonstrate that he purposefully availed himself of the New Jersey forum by voluntarily using a New Jersey-based attorney to file a lawsuit which, according to Plaintiffs’ allegations, is the vehicle by which Naz and his coconspirators attempted to improperly wrest control of Rex Pharmacy from Plaintiffs. The alleged “scheme” was necessarily created, planned and carried out from Heldman’s office in Pine Brook, New Jersey, which was also the location from which all of the allegedly improper subpoenas were created and issued in the New York Litigation. Beyond Heldman’s actions, Defendant Nadeem – the alleged second coconspirator – is also a New Jersey-based individual, and all of his alleged conduct aimed at allegedly harming Plaintiffs necessarily took place in New Jersey as well. In particular, Plaintiffs allege that Naz, Nadeem and Heldman “concocted” a “playbook” to “accomplish the objective of the[ir] conspiracy,” namely, to “attempt to steal the [] Plaintiffs’ pharmacies in New York and New Jersey.” Second Amended Complaint at ¶ 4. (emphasis added.) 4 While not necessary to establish jurisdiction, given that Heldman, Naz’s attorney, only maintains an office in Pine Brook, New Jersey, it is highly likely that Naz met with his attorney in New Jersey on multiple occasions in connection with Heldman’s representation. -9- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 14 of 19 Trans ID: LCV20232178731 Plaintiffs further allege that Naz directly solicited services from Heldman in furtherance of that alleged conspiracy. See, e.g., Second Amended Complaint at ¶ 62 (“Heldman, at the direction of Nadeem and Naz and in furtherance of their conspiracy, falsely claimed (as he had for Nadeem) that Naz’s payments totaling $100,000 to TMir and Riaz were in repayment of a loan and that TMir and Riaz had no ownership interest in Rex Pharmacy”); ¶ 93 (“Heldman, on behalf and at the direction of, and with the knowledge of Nadeem and Naz, knowingly filed false claims and conspired with Nadeem and Naz, and/or aided and abetted Nadeem’s and Naz’s conspiracy to steal ownership of Rex Pharmacy from TMir and Riaz”). That these alleged conspiratorial actions by Naz’s two New Jersey-based “co-conspirators” would take place in New Jersey was entirely foreseeable by Naz and provide more than a sufficient basis for this Court to find that the minimum contacts requirement subjecting Naz to the personal jurisdiction of this Court has been met. See, e.g., Armada, supra, 2021 WL 4026177, at *7 (N.J. Super. Ct. App. Div. Sept. 3, 2021) (“The complaint alleges Kuzovkin conspired with New Jersey residents, which necessarily would involve contacts and communications extending into New Jersey . . . . These facts, if true, may be sufficient to establish specific jurisdiction over Kuzovkin.”); In re Liquid Aluminum Sulfate Antitrust Litig., supra, 2017 WL 3131977, at *16 (“[T]his Court is satisfied that both Defendants Ghazey and Sundbeck's alleged conduct are sufficient for this Court to assert personal jurisdiction over them. Both Defendants engaged in communications with a resident of New Jersey with the intention and purpose of allegedly furthering the conspiracy. The claims here, at least in part, arise out of said conduct.”). Exercising jurisdiction over Naz under these circumstances would not offend notions of “fair play and substantial justice.” Lebel, supra, 115 N.J. at 328. For personal jurisdiction to comport with “fair play and substantial justice,” it must be reasonable to require the defendant to -10- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 15 of 19 Trans ID: LCV20232178731 defend the suit in the forum state. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292 (1980); Waste Mgmt., supra, 138 N.J. at 120-21. Once minimum contacts have been established, the burden shifts to the defendant who “must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.” McKesson Corp. v. Hackensack Med. Imaging, 197 N.J. 262, 278 (2009); Lebel, supra, 115 N.J. at 328. “The burden on a defendant who wishes to show an absence of fairness or lack of substantial justice is heavy.” Grand Enter. Group, supra, 988 F.2d 476 at 483. In determining whether the assertion of jurisdiction would violate traditional notions of fair play and substantial justice, a court must consider several factors including, inter alia, the burden on the defendant, the interests of the forum state, plaintiff’s interest in obtaining relief, the interstate judicial system's interest in obtaining efficient resolutions of controversies, and, if relevant, the shared interest of the several states in furthering substantive social policies. Burger King, supra, 471 U.S. at 477; Lebel, supra, 115 N.J. at 328; Waste Mgmt., supra, 138 N.J. at 125 (“[T]he burden of a defendant coming to the plaintiff's state, as opposed to the plaintiff going to the defendant's home state, is too slight an imbalance to defeat jurisdiction.”). Naz has not met his burden of showing that litigating this case in New Jersey would present an unreasonable burden. Indeed, Naz knowingly subjected himself to potential litigation in New Jersey when he retained a New Jersey lawyer for a lawsuit filed in New York and thereafter allegedly conspired with two New Jersey-based parties, Nadeem and Heldman, which conspiracy was allegedly coordinated by and through Heldman, and, necessarily, Heldman’s New Jersey office. Naz’s location in New York, alone, does not present a “compelling” factor that should render personal jurisdiction “unreasonable.” Burger King, supra, 471 U.S. at 474, 477. -11- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 16 of 19 Trans ID: LCV20232178731 New Jersey has a legitimate interest in adjudicating Defendants/Third Party Plaintiffs’ contribution claim, as it has an interest in protecting its residents from the injuries inflicted by out- of-state and foreign actors. See, e.g., Madan Russo v. Posada, 366 N.J. Super. 420, 427 (App. Div. 2004) (“New Jersey has an obvious, compelling concern for the protection of its citizens and to provide a forum for redress of such wrongful conduct” against foreign actors). Moreover, Defendants/Third Party Plaintiffs have a strong interest in obtaining relief in New Jersey since this is the forum where the alleged conspiracy was created, planned and carried out, and where the underlying action seeking damages for the alleged conspiratorial conduct remains pending. Similarly, allowing Naz to evade jurisdiction in New Jersey would create an Action in which the alleged ringleader of the conspiracy was absent, and Nadeem, a peripheral player in the alleged wrongful conduct, is left to defend himself without Naz, the only party who instructed Heldman with regard to the allegedly improper lawsuit. Defendants/Third Party Plaintiffs have a compelling interest in pursuing efficient, effective, and complete relief before this Court without the delay and fragmentation that would result from having to reassert their contribution claim in a separate forum with no historical knowledge of the underlying conspiracy claim. In sum, this Court's exercise of personal jurisdiction over Naz comports with the notions of fair play and substantial justice since Naz knowingly and voluntarily subjected himself to the jurisdiction of this Court through his own actions. Naz cannot show that an exercise of jurisdiction by this Court would be unfair or unreasonable, especially when he purposefully availed himself of the New Jersey forum by purportedly engaging in a conspiracy with residents of this State. Rather, it is Defendants/Third Party Plaintiffs who would be significantly prejudiced if required to needlessly re-file their action against Naz piecemeal in a separate forum. -12- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 17 of 19 Trans ID: LCV20232178731 C. If the Court Has Any Concerns About Exercising Its Jurisdiction Over Naz, Defendants/Third Party Plaintiffs Should Be Permitted Jurisdictional Discovery Although the record in this Action is more than sufficient to establish this Court’s jurisdiction over Naz based upon controlling case law, if the Court has any remaining concerns, such sufficiency notwithstanding, Defendants/Third Party Plaintiffs should be permitted jurisdictional discovery. Where a party asserts that a court lacks personal jurisdiction over it and the court believes further information is required to make a jurisdictional determination, the court should permit the parties to engage in jurisdictional discovery before the issue is decided. Carroll v. United Airlines, Inc., 325 N.J. Super. 353, 367 (App. Div. 1999). Indeed, “[a]lthough the plaintiff bears the burden of demonstrating facts that support personal jurisdiction, courts are to assist the plaintiff by allowing jurisdictional discovery unless the plaintiff's claim is clearly frivolous.” Toys “R” Us, Inc., supra, 318 F.3d at 456 (citations omitted). Thus, “[i]f a plaintiff presents factual allegations [suggesting] with reasonable particularity the possible existence of the requisite contacts between [the party] and the forum state, [the] plaintiff's right to conduct jurisdictional discovery should be sustained.” Ibid. (third alteration in original) (citation omitted). POINT II DISMISSAL IS NOT WARRANTED ON THE BASIS OF FORUM NON CONVENIENS Under the doctrine of forum non conveniens, “a court may decline jurisdiction whenever the ends of justice indicate a trial in the forum selected by the plaintiff would be inappropriate.” Creative Bus. Decisions, Inc. v. Magnum Commc'ns Ltd., Inc., 267 N.J. Super. 560, 572 (App. Div. 1993) (quoting D'Agostino v. Johnson & Johnson. Inc., 225 N.J. Super. 250, 259 (App. Div. 1988)). “The necessary predicate to application of the doctrine is the existence of another forum where trial will best serve the convenience of the parties and the ends of justice.” Id. (citations omitted). “More than a mere weighing of convenience is required, because if the rule were -13- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 18 of 19 Trans ID: LCV20232178731 otherwise, ‘motions to dismiss would become the usual thing . . . thus diverting the energies of counsel and the courts to quarrels over venue considerations.”’ Id. (quoting Starr v. Berry, 25 N.J. 573, 587 (1958). “[T]he principal focus is on the ‘element of harassment and vexation,’” and a “plaintiff’s choice of forum ordinarily will not be disturbed except upon a clear showing of real hardship or for some other compelling reason.” Id. (citations omitted). Such is not, nor could it be, the case here. As set forth in detail above, all Plaintiffs, nearly all Defendants/Third Party Plaintiffs, and alleged non-party co-conspirator attorney Heldman are located in New Jersey, numerous key witnesses reside and work in this State, and there is a significant relationship between the issues in this case and the jurisdiction whose court was designated as the place for trial. Moreover, and perhaps most importantly, Naz is the key figure in the allegations which are central to this lawsuit. Plaintiffs allege that Naz conspired with two New Jersey-based parties, Nadeem and attorney Heldman, and that the three “concocted” a “playbook” to “accomplish the objective of the[ir] conspiracy,” namely, to “attempt to steal the [] Plaintiffs’ pharmacies in New York and New Jersey.” Second Amended Complaint at ¶ 4. Plaintiffs further allege that Naz directly solicited services from attorney Heldman – a New Jersey-based lawyer operating solely out of a New Jersey-based law firm which maintains its sole office in Pine Brook, New Jersey – in furtherance of that conspiracy. Id. at ¶¶ 62, 93. As such, all relevant witnesses related to the alleged conspiracy are located in New Jersey. That Naz is located across the Hudson River does not change the fact that New Jersey remains the most convenient forum for purposes of litigating Plaintiffs’ conspiracy claim and Defendants/Third Party Plaintiffs’ interrelated contribution claim. Clearly, Defendants/Third Party Plaintiffs’ choice of forum cannot be shown to be “demonstrably -14- ESX-L-008411-21 07/25/2023 4:15:31 PM Pg 19 of 19 Trans ID: LCV20232178731 inappropriate,” nor designed to subject Naz to harassment and vexation. Creative Bus. Decisions, Inc., supra, 267 N.J. Super. at 573. Accordingly, Defendants/Third Party Plaintiffs’ decision to assert their claim against Naz for contribution in this Court is entirely proper and this Court should reject Naz’s motion to dismiss the contribution claim on forum non conveniens grounds. CONCLUSION For the foregoing reasons, Defendants/Third Party Plaintiffs Nadeem, Brook Pharmacy and Scotch Plains Pharmacy respectfully request that the Court deny Naz’s Motion to Dismiss in its entirety. Respectfully submitted, McCARTER & ENGLISH, LLP Dated: July 25, 2023 By: Robert A. Mintz, Esq. Gregory J. Hindy, Esq. Brian W. Carroll, Esq. Four Gateway Center 100 Mulberry Street Newark, New Jersey 07102 (973) 622-4444 Attorneys for Defendants/Third Party Plaintiffs Ibrar A. Nadeem, Brook Pharmacy, Inc., and Scotch Plains Specialty Pharmacy, LLC -15-