Background
SWSZ Holding, Inc. sued SZ Global Inc. for breach of contract in May 2025. SZ Global answered and filed counterclaims along with a third-party complaint naming Antti Uusiheimala (“Movant”) as a third-party defendant, alleging he breached a Non-Disclosure Agreement (“NDA”) and a Non-Circumvention Agreement (“NCA”). Appearing without a lawyer, Movant filed a motion to dismiss and supporting memorandum in August 2025. His initial filings raised defenses under Rules 12(b)(3) (improper venue) and 12(b)(6) (failure to state a claim), argued over the facts, and sought to strike certain allegations. Notably, he did not challenge the court’s personal jurisdiction over him.
The court held a hearing in October 2025 to address a separate problem: Movant had cited seven nonexistent legal authorities in his filings. The court denied his motion without prejudice and gave him until November 14 to refile. Instead of simply correcting the citations, Movant filed a letter seeking sanctions and discovery regarding SZ Global’s corporate status, then filed a “Supplemental Motion” raising entirely new arguments about the company’s corporate capacity. Neither of these filings raised personal jurisdiction. Only later, in a third motion, did Movant finally argue the court lacked personal jurisdiction over him and that a forum selection clause in the NDA required the case to be brought in New York.
The Court’s Holding
Judge Augusthy denied all of Movant’s motions to dismiss. On personal jurisdiction, the court found waiver under Rule 12(h)(1)(A), which provides that a party who files a Rule 12 motion but omits the personal jurisdiction defense has waived it. Movant’s first motion raised venue and failure-to-state-a-claim defenses but said nothing about personal jurisdiction. Beyond the technical waiver, Movant’s conduct demonstrated assent to the court’s authority: he appeared in person for a hearing, filed correspondence with the court, sought sanctions and discovery, and submitted additional motions, all of which were actions inconsistent with objecting to personal jurisdiction. The court rejected Movant’s argument that his third motion “related back” to the first, finding that raising entirely new arguments after a dismissal for citing fake authorities was not a “refiling” as contemplated by the court’s leave.
On venue, the court applied New York law to interpret the NDA’s forum selection clause, as the NDA contained a New York choice-of-law provision and both parties had material connections to New York. Under New York law, a forum selection clause is exclusive only if its language “reasonably conveys the parties’ intention to select an exclusive forum.” The NDA’s language fell short: one paragraph referenced “any court of competent jurisdiction” and another merely stated that Movant “consents” to jurisdiction in Manhattan. This permissive language did not exclude other courts. On the corporate capacity challenge, the court applied 8 Del. C. section 312(e), which provides that revival of a voided corporate charter retroactively validates all actions taken while the charter was void. Since SZ Global’s certificate of incorporation was revived on July 9, 2025, any filing made while the charter was forfeited was validated.
Key Takeaways
- Personal jurisdiction defenses must be raised at the earliest opportunity. Under Delaware Rule 12(h)(1), filing any Rule 12 motion that omits the personal jurisdiction defense waives it. Pro se litigants are held to the same procedural requirements.
- Forum selection clauses that use permissive language like “consents to jurisdiction” rather than mandatory language like “shall be brought exclusively in” will not be read as exclusive under New York law. Drafters who want to limit disputes to a single forum must use unambiguous, exclusive terms.
- Citing nonexistent legal authorities has real consequences. The court denied Movant’s first motion because his legal citations could not be verified, and his later attempt to raise new defenses was treated as a new motion rather than a corrected refiling.
Why It Matters
This decision is instructive for both litigators and contract drafters. For litigators, it is a textbook illustration of how quickly jurisdictional defenses can be lost. Filing motions on the merits, appearing at hearings, and engaging in litigation activity all signal consent to the court’s jurisdiction. The window to object is narrow, and it closes the moment a party takes a substantive “defensive move” without raising the issue. For contract drafters, the opinion highlights the gap between permissive and mandatory forum selection clauses. A clause stating a party “consents” to jurisdiction in a particular location does not prevent suit elsewhere. If exclusivity is the goal, the language must explicitly say so.