24-149_opn.pdf

24 - 149 Nat’ l Lab. Rel s. Bd. v. U niversa l Smart Cont s., LLC United States Court of Appea ls For the Second Cir cuit August Term 202 4 Argu ed: Januar y 10, 2025 Decided: February 3, 2026 No. 24-149 N AT I ON AL L ABOR R ELATIONS B OARD, Applicant-Appellee, v. U NIVERSA L S MAR T C ONTRACTS, LLC; P ART Y S HUTT LE T OURS, LLC; C ITY I NFO E X PER TS, LLC; C HARLES T HOMAS S CHM I DT, Responde nt s-Ap pell ant s. Appeal f rom the United States Di strict Court for the Southern Dist rict o f New Yor k No. 23- mc -51, Valerie E. C aproni, Judge. Before: S ULLIVAN, B IANCO, and R OBINSON, Circuit Judges. Appellants Univers al Smart Contrac ts, LLC, Party Shu ttle Tours, LLC, City Info Experts, LLC, and Charles Th omas Schmidt appea l from an or der of the United S tates D istr ict C ourt for the Southe rn District of New York (Caproni, J.) granting an application of the N ational La bor Relations Board (“NLRB”) to enforce four administrat ive subpoenas duce s tecum and award ing attorn eys’ fees and costs.

2 The dis trict co urt rejected Appellants’ challenges to subj ect - matter jurisdic tion, personal jurisdicti on, and venue, c oncludin g that the Na tional Labor Rela tions Act authorizes nationwi de service of process and that the NLRB’s inquiry was being carried on in the South ern District of New York. The district court also denied Appellant s’ request to transfer the case to the Sout hern District of Texas and held Appellants l iable for the NLRB’s attorneys’ fe es and c osts. The court subsequentl y issued an order specifying the amount of that lia bilit y. On appeal, Appella nts challenge the district court’s order enforcing the subpoenas, its refusa l to transfer this case, and its award of fee s and costs in favor of the NLRB. For the following reasons, we conclude th at the dis trict co urt ha d subject -matter and personal jurisd iction to enforce the s ubpoenas, that venue was proper, and that the district court d id not abuse its discreti on in declining to transfer the case or in awarding fees and costs in favor of the NLRB. But because Appellants did not f ile a timely notice of appeal with respect to the district court’s subsequent order fixing the amoun t of the NLRB’s fee s and costs, we l ack jurisd ict ion t o re vie w it. Accordingly, we affirm in part and dis miss in par t for lack of appellate juris dict ion. A FFI RMED I N P ART AND D IS MISS ED IN P ART. C. T HOMAS S C HM IDT, Schmidt Law Fir m, PLLC, Houston, TX, for Respondents-A ppellants. A MANDA L EONARD, (Jennifer A. Abruzzo, Peter Sung Ohr, Nancy E. Kessler Platt, Dawn L. Goldstein, Helene D. Lerner, Kevin P. Flanagan, Paul A. Thomas, an d David P. Boeh m, on t he brief), Washington, DC, for Applicant- Appellee. R ICHARD J. S ULL IV AN, C ircuit Jud ge: Appellants Univers al Smart Contrac ts, LLC, Party Shu ttle Tours, LLC, City Info Experts, LLC, and Charles Th omas Schmidt appeal from a n order of the

3 district c ourt g rantin g the N ational Lab or Relations B oard’s (“N LRB”) application to enforce four admi nistrative subpoena s duces tecum and award ing attorn eys’ fees and costs. On appe al, Appellants challenge the district court’s order enforcing the subpoenas, its refusal to transfer th is case, and its award of fe es and costs in favor of the NLR B. Appellants also challenge the district court’s subsequent determination of the amount of that a ward. As explained belo w, w e conclude that the district court had subject - ma tter and persona l jurisdiction to enforce the s ubpoenas, that venue was proper, a nd that the district court did not abuse its discretion in declining t o transfer the case or in awarding fees a nd costs in favor of t he NLRB. B ut beca use Appellants did not file a timely notice of appea l with respect to the d istrict court’s subsequent order fixing the a mount of the NLRB’s fees and costs, we lack jurisd iction to review that o rder. Accordingl y, we affirm in part and dismiss in part for lack of appellate jurisdicti on. I. B ACKGROUND In February 2012, non - p arty New York Party Sh uttle, LL C (“NYPS”) terminated Fred Pf lantzer, one of the c ompany’s Ne w York City tour gu ides. Suspect i ng tha t Pfla ntzer had been fired for atte mpting to unionize, the N LRB’s Manhattan Regiona l Office (the “Manh attan Off ice”) opened an investigation,

4 which even tually r esulted in admini strative enforcement proc eedings for violations of the N ational Labor Rela tions Act (“NL RA”). In 2013, the NLRB ’s adjudicative body, r eferr ed to as the “Board,” issued a decis ion find ing tha t Pflantzer ’s term ination viola ted the NLR A. See N.Y. Part y Shuttle, LLC & Fred Pflantzer, 359 NL RB 1046, 1047 (201 3). The Board ordered NYPS to make Pf lantzer whole f or any los s of earnings suffere d on account of h is unlawful dischar ge and to either reinsta te Pflantzer ’s employm ent as a t our guide or, if that position was no lon ger available, appoin t him to a s ubstan tiall y equivalent pos ition. See id. at 1051. NY PS reinstated Pfl antzer in J uly 2014, bu t fired him again jus t two weeks after his return. After years of furthe r litigation, the Board issued anothe r decision holding NYPS and several of its affi liates, includi ng Appellant P arty Shutt le Tours, LLC, liab le as a sin gle e mp loye r for backpa y and be nefits in the amo unt of $91,912 plus interest. See N.Y. Party Shut tle, LLC, No. 02- CA -073340, 2020 WL 5658307, at *1 –2 (N.L.R.B. Sept. 16, 2020). Apart fr om one portion of the backpay award, t h e Fif th Circ uit aff irmed the Board’s or der on appeal, r esu ltin g in a reduced award of $ 66,794 plus interest. N.Y. Party Shuttle, L.L.C. v. N at’l Lab. Rels. Bd., 18 F.4th 753, 769 (5th Cir. 2021).

5 The story di d not en d there. When NYP S and the other judg ment deb tors failed to pay the su rv iving portion of the B oard’s judg ment, the Manhat tan Office referred the mat ter to the agency’s Conte mpt, Compl iance, an d Special Li tigation Branch (the “Con tempt Branch ”), based in W ashington, D.C., to conduct further proceedings. The judg ment deb tors, however, subse quently informed the Contempt Branch th at they were no longer doing b usiness an d lacked the ab ility to satisfy the j udgment. Thereafter, on Septembe r 22, 2022, the C ontemp t Branch issued an ad ministrative s ubpoena du ces tecum to each Appellant seeki ng documents that might help determine whether Appellants co uld be held liable for the judgment on a derivative basis. A ppellants fa iled to comply w ith those subpoenas. The NLRB init iated this enforce ment pr oceeding on Febr uary 28, 20 23, through an app lication for an order directing Appellan ts to comply with the subpoenas and to pay the agency ’s attorneys ’ fees and costs. On March 10, 2023, the district court issu ed an order req uiring Appellants t o appear at a hear ing and show cause why an order directing them to comply with t he subpoenas should not be issued. The N LRB served a copy of its enforcemen t application an d the district court’s order to show cause on Appe llants five days later. Pursuant to an

6 order of the district c ourt, the NLRB then perfected ser vice of the application and order to show caus e on Augus t 23, 2023. Appellants, meanwhile, moved to dismis s the NLRB’s application on the grounds that the dis trict court lacke d subject - matter jur isdiction, venue, and pers onal j uris dic tion over them. In the al ternative, Appe llants aske d the dis trict court to transfer the ca se to the South ern Distri ct of Texas, where t hey reside. The distr ict c our t den ied Appellants’ motion on Nove mber 16, 2023, and ordered Appellants to comply with the subpoenas. The dis tr ict court also awarded the NLRB attorneys’ fee s and costs, but defer red consideration of the amount of the award. Inste ad, the distr ict court dire cted the p arties to mee t and confer regarding the amount and ordered the NLRB to file a fees motion in the even t that the parties cou ld not agree. On January 12, 2024 – before the district court had entered any order fixing the amoun t of fe es and costs – Appe llan ts f iled a no tice of appeal from the district court’s Nove mbe r 16, 2023 order. The parties failed to reach agr eement on the amoun t of the NLR B’s fees and costs, so the NLRB moved for an order fixing the amount of the award on January 31, 2024. The distr ict court granted that motion through a secon d written order issued on March 5, 2024, whic h awarded the NLRB $38, 123 in attorneys’ fee s and

7 $321.42 in costs. A ppe llan ts neither filed a separate notice of appeal followin g the district court’s Marc h 5, 2024 order, nor amended the ir existing n otice. II. D ISCUSSION On appeal, Appellants argue that the distr ict cour t lacke d sub ject - ma tter jurisd ict ion, ve n ue, and person al jurisd iction. We re view qu estion s of law relati ng to these cha llenges de novo, and a ny underlyin g factual f indings for clear error. See In re Fairfield Sentry Ltd., 147 F. 4th 136, 150 (2d Cir. 2025); Gul f Ins. Co. v. Glasbrenner, 41 7 F.3d 353, 355 (2d Cir. 2005). A ppellants also contend that the distr ict c ourt e rred in award ing attorney s’ fees and cos ts to the NLRB and by decli ning to transfer this cas e to the Southern Distr i ct of Tex as. We review those determinations for a buse of discreti on. 1 See McDani el v. County of Schenectady, 595 F.3d 411, 416 (2d Cir. 2010); D.H. Blair & Co. v. Gottdiener, 4 62 F.3d 95, 105 (2d Cir. 2006). 1 Appellants also reque st, in passing, that we “ reverse the portion of the [distric t court’s November 16, 2023 orde r] that enforces the subp oenas and remand the cas e for a determi nation on the merits, giving App ellants an oppor tunity to assert substantive ob jections.” Appe llants’ Br. at 4 – 5. Because Appellants failed to deve lop any meaningful argument in su pport of that request in their opening brief, we dec l ine to address it. S ee Palin v. N.Y. Times Co., 113 F.4t h 245, 279 (2d Cir. 2024) (“It is a settled appella te rule that issues unaccomp anied by som e effort at developed argum entation[] are deemed forfeited.” (alteration ad opted and internal quotation marks omitted)).

8 A. Subject-Matter Jurisdiction and Ve nue Appella nts first ar gue th at the dis trict cour t lacked sub ject - matter jurisdiction to adjudicate this enforceme nt proceeding, and that the Southern District of Ne w York is the wrong ven ue to hear this cas e. Those arguments depend on the same lang uage of t he NL R A’s subpoena - enfo rcement provision, which states: In case of contumacy or r efusal to obey a [subpoena] issued to any person, any district court of the Uni ted States or the United S tates courts of any Territ ory or possession, with in the jur isd ictio n of whic h the in quiry is c arrie d o n or w ithin the j uris dic tion o f whic h s aid person guilty of contumacy or refusal to obey is found or resi des or transacts business, upon appl ication by the Board s hall h ave jurisdiction to issue to such person an order re quiring such person to appear before t he Board, its member, a gent, or agenc y, there to produce evid ence if so ordered, or there to give testimony touch ing the matter under inv estigation or in que stion; and any fai lure to obey such order of the cou rt may be punished by said court as a co ntempt thereof. 29 U.S.C. § 161(2). According to Appellants, subject - ma tter jur isdic tion is lac kin g and venue is improper because the NLRB’s “inq uiry” related to the s ubpoenas was not “carried on” w ithin the Southe rn District of New York. Appellants’ Br. a t 36. We disag ree. As an initial matter, Appellan ts are wrong to suggest that the location where an NLRB inq uir y is “ carried on ” limits the s ubject - matter jurisd ictio n of the distr ict

9 courts. We do not consider a procedural requi rement in a fe deral statute to be jurisd ict iona l un less C ongr ess h as “clea rly sta ted” tha t it is. Boechler, P.C. v. Comm'r of Internal R evenue, 596 U.S. 199, 204 (20 22). To be s ure, section 161(2) refers to the “j uris dict ion ” of the fed eral district courts three ti mes. B ut “[j] urisdiction, it has been obser ved, is a word of many, to o many, mean ings.” Steel Co. v. Citizens for a Better Env ’t, 523 U.S. 83, 90 (1998) (in ternal quotation marks omitted). And here, none of the three use s of the te rm “ juris dict ion” in s ect ion 161(2) refer s to the dis trict cour ts’ subject-matter jur isdic tion – t hat is, to “ the co urts ’ statutory or const itutional power to adju dic ate [a] case.” Id. at 89. For start ers, t he statute’s references to the “jurisdiction [withi n] which the inquiry is carr ied on” and “ the jurisdiction of which said per son guilty of contumacy or refus al to obey is found or resides,” 29 U.S.C. § 161(2), plain ly “denote a geographical area” for purposes of specifying venue. Uni ted States v. Ortiz, 817 F.3d 55 3, 555 (7th Cir. 2016). These uses of the term “juri sdiction” therefore “ say[] nothing abou t whether a fe deral court has subject - matte r jurisdiction to adjudicate cla ims.” Reed E lsevier, Inc. v. Muchni ck, 559 U.S. 154, 164 (2010). Section 161(2)’s reference to the distri ct courts’ “jurisdict ion ... to iss ue an

10 order” enforcing a su bpoena, 29 U.S.C. § 1 61(2), does not implicate sub ject- matter jurisd ict ion e ithe r. As we have explained in interpret ing the Freedom of Information Act’s (“FOIA”) si milarly worde d enforcement pr ovision, such a use of the term jur isd iction “ reference [s] remedial powe r, not subject - matter jurisd ict ion.” Main St. Legal Serv s., Inc. v. Nat ’ l S ec. Council, 811 F.3d 542, 566 (2d Cir. 2016) (d iscussing 5 U.S.C. § 552(a)(4)(B)) 2; see also Steel Co., 52 3 U.S. at 90 (collecting examp les). We therefo re reject Appellants ’ challenge to the d istrict court’s subject - matter jurisdiction, which was proper under 28 U.S.C. § 1345. 3 Having determined that section 161(2) creates a non - jurisd ic tiona l ven ue requirement, we agree with the NLRB that the subpoenas aro se out of an “in qu iry” 2 In relevant part, FOIA’s enforcement provisio n states: On complaint, t he district court o f the United St ates in the district in which the complainant resides, or has his pri ncipal place of b usiness, or in which t he agency records are situated, or in the District of Colum bia, has jurisdiction to enjoin the agen cy from withholding agency records and t o order the production of any agency records improperly withheld from the complainant. 5 U.S.C. § 552(a)(4) (B). 3 We acknowledge that some courts have suggested that sect ion 161(2) is jurisdi ctional. See, e.g., Nat’ l Lab. R els. Bd. v. Lin e, 50 F.3d 3 11, 314 (5th Cir. 1995) (“Every court that has addressed the subpoena enforcement provisions for other federal agencies with statutes worded s imilarly to 29 U.S.C. § 161 has concl uded that venue and jurisdictio n are synonymous for these statutes.”). But those decisions largely predate the Supreme Court’s effort to “bring some discipline to the use of” the term “jurisdi ctional,” Henderson ex rel. Hende rson v. Sh inseki, 562 U.S. 428, 4 35 (2011), and generally amo unt to what t he Supreme Co urt has characteri zed as “drive- by jurisdictional rulings” that are e ntitled to little weight. Ar baugh v. Y&H Corp., 54 6 U.S. 500, 511 (2006) (internal quotation marks omitted).

11 that “ [wa] s carr ied on” within the Sou ther n District of Ne w York. 29 U.S.C. § 161(2). Speci fically, the subpoen as relate to a n inquiry by the Manhattan Office, which is loca ted in the Sout hern D istric t, s eeking to redress v iolations of the NL RA in connection with Pflantzer ’s termin ation. Pflantzer’s employment and termin atio n, which were the subject of that in qu iry, also took place in the Southern District. And the underlying unfair - labo r - practice hearing ar ising from the inquir y w as he ld in t he South ern Dis tric t as wel l. See N.Y. Party Shutt le, LLC E mp. & Fred Pflantzer an In dividual, No. 02 - CA - 073340, 2012 WL 4174865 (Sept. 19, 2012). Thus, whether the place of the inquiry is t ied to the situs of the investigat ing office or the subj ect matter of the investigati on, the Sout hern District is the place of the inquir y. Compare N at’l Lab. Rels. Bd. v. Cooper Tire & R ubber Co., 438 F.3d 11 98, 1202 (D.C. Cir. 2006) (evaluati ng the locat ion of the inqu iry with re ference to the subject matter of the inquiry, not the “command cen ter” of the inqu iry), with id. at 1204 (Griffith, J., diss enting) (arguin g that the jurisdiction in w hich an “inquiry is carried on” enco mpasses the loca tion of an age ncy office i nve stiga ting al leged wrongdoing). Impor tant ly, t he sco pe of the inquiry has not been limited to the initial enforcement procee ding agains t NYPS itself, bu t has also included sub sequent

12 derivative- liability proceedi ngs, held within the Southern District, seeking to enforce the Board’s judgmen t. S ee N.Y. Party Shuttle, LLC, 2020 W L 5658307, at *2. In other words, the inquiry includes not only the ini tial effort to determ ine whether Pflan tzer’s ter mination violated the N LRA, but re asonably enc ompasses an ongoing effort to determine which per sons and entities ma y be held lia ble for those violations. It is tru e, as Appell ants poin t out, th at the Manhat tan Office ulti mate ly enlist ed the Conte mpt Branch (located in Wash ington, D.C.) to handle t h e derivative- lia bil ity in vest igatio n giving immedi ate rise to the subpoe nas. But such intr a - agency c oope ration neither sever ed the l ink between the subpoen as and the un der lyin g inquir y nor shows that t he inquiry is at an end. Inst ead, th e Contempt Branch’s de rivative - liab il ity in vestig atio n is properly viewe d as a necessary adjunct of the Manhattan Off ice’s e fforts to enforce the NLRA with respect to Pflantzer’s termination – an ongoing, Southern Dist rict - base d inqu iry. Accordingly, we hold that venue to enforce the NLRB’s subpoenas in th is matter proper ly lies in the South ern District of New York under section 161(2). 4 4 To the extent Appellants conte nd that venue was improper under 28 U.S.C. § 1391(b), that argument fails be cause section 139 1 applies “[e]xcep t as otherwise pr ovided by law. ” Se ct ion 161(2), not section 1 391(b), controls o ur venue analysis in t his case.

13 B. Personal Jurisdict ion Appellants argue next th at the d istrict c ourt lac k ed p erso nal j urisd ictio n to order them to comply with the subpoe nas. T he N LRB, Appellan ts contend, failed to properly serv e them because no summons was ever issued or served. Appellant s also maintai n that regardl ess of whether service was proper, personal jurisd ict ion is la ckin g be cause, as ind ivid uals an d ent it ies lo ca ted in Tex as, none of them had “suff icient mini mum contac ts” with New Yor k. Appellants’ Br. at 21. A ppellants finally contend that, even if such contacts were present, t he distri ct court’s exercise of jurisdiction over t hem was “unfair and unreasonable” considering the significant geographic distance betwee n Texas a nd New Yor k. Id. at 27. We aga in disagre e. A federal court’s ex ercise of personal jur isdiction i s both s tatutory and constitutional in nature, “ requir[in g] satisfaction of three pri mary requirem ents. ” Licci ex rel. Licci v. Le banese Ca nadian Bank, SAL, 673 F.3d 50, 59 (2d Cir. 2012). Fi rst, “ the plaintiff ’ s service of proce ss upon the defendant m ust have been procedurally proper.” Id.; see Murphy Bros. v. Michet ti Pipe Stringi ng, Inc., 526 U.S. 344, 350 (1999) (“ In the absenc e of service of pr ocess (or waiver of servi ce by the defendant), a court ordinar ily may not exerc ise powe r over a party the complain t names as

14 defendant.”); Fed. R. Civ. P. 4(k)(1) (pro viding that ser vice of p rocess “establishes personal jurisd iction over a defen dant”). Second, “ there must be a statutory basis for personal jurisdictio n that renders such serv ice of process ef fective.” Licci, 673 F.3d at 59. Th at statutory basis may arise under either s tate or federal law. See Fed. R. Civ. P. 4(k)(1)(A), (C) (allowin g the distri ct courts to exercis e personal jurisdic tion to the same e xtent as “ a court o f general ju risdiction in the st ate where the distr ict cour t is loc ated ” or “when a uthorized by a fe deral statute”). And finally, the district court’s asser tion of per sonal jurisdi cti on must ot herwise “ comport with constitutional due process principles.” Licci, 673 F.3d a t 60. Contrary to Appella nts’ assertions, each of these requirements was satis fied in th is cas e. First, Appellants are wrong tha t the NLRB’s ser vice of its enforcement application and the district co urt’s order to show cause, in lieu of a summons, was improp er. A federal court’ s exercise of person al jurisdi ction requires “ service of a summons or other authority - assertin g measure sta ting the time within which the party served must appear and defen d.” Murphy Bros., 526 U.S. at 350 (emphas is added). H ere, the NLRB perfect ed service by serving on Appellants a copy of the application and the order to show cause. The order was signed by the district

15 court, referred to the NLRB’s enforcement applic at ion, and or dered Ap pellants to show cause at a scheduled hearing why the district court should not enter an orde r directing them to comply with the subpoenas. In the absence of any r eason to conclude that ser vice of the order to show cause was n ot “ reasonably c alculated.. . to apprise ” Appellants of these proceedings, we see no const itutional de fect in the NLRB’s method of service. Mullane v. Cen t. Hanover Bank & Tr. Co., 3 39 U.S. 306, 314 (1950). Nor did the NLRB’s s ervice of the order to s how cause instead o f a summons violate the Federal Rules. True, Ru le 4 general ly provides that “[a] s ummons must be served.” Fed. R. C iv. P. 4(c)(1). But i n procee dings to enforce a subpoena i ssued by a federal agency un der a federal statute, t he Federal Rules do not app ly to the exte nt “ otherwise provided. .. by court order.” Fed. R. Civ. P. 81(a)(5). And in th is cas e, the district c ourt authorized th e NLRB to perfect service by serving a copy of the applicat ion and order to show cause on Appellants. Tha t the N LRB did n ot se parately serve a s ummon s is therefo re inconsequential to the propriet y of service under the Fed eral Rules. Second, the d istric t co urt ’s exercise of personal jurisdiction ove r Appellants was “authorized by a federal statute.” Fe d. R. Civ. P. 4(k)(1)(C). In proceedings

16 to enforce an NLRB subpoena, the NLRA allows ser vice of process “ in th e judic ial distri ct wherein the defendant o r other person required to be served resi des or may be foun d.” 29 U.S.C. § 161(5). We have held that near ly identical lang uage contained in sectio n 27 of the Secur ities Exchange Ac t of 1934 author izes nationwide ser vice of process. Kidd er, Peabody & Co. v. Maxus Energy Corp., 925 F.2d 556, 562 (2d C ir. 1991); see 15 U.S.C. § 78aa (a) (providin g that process “ may be se rved in any. . . distr ict of which the defendan t is an inhabi tant or wherever the d efendant may be found ”). W e see no reas on to tre at section 161(5) differently and therefor e hold that the NLRA authorizes nat ionwide service of process in proceedings to enfor ce a subpoena issued by the NLRB under the statute. Th us, t he NLRB’s service of process on Appellants pursuant to section 161(5) established the district court’s perso nal jurisdiction ov er them as a statutory matter. See Ki dder, 925 F.2d at 562; see a lso Republic of Pa nama v. B CCI Holdin gs (Luxembourg) S.A., 1 19 F.3d 935, 942 (11 th Cir. 1997) (“ When a federal statute provides for nation wide service of pr ocess, it becomes the statutor y basis for pers onal ju ris dic tion.”). Finally, the district court’s exer cise of personal jurisdiction is co nsistent with due process notwithstandin g Appellants’ as serted lack of contacts with New York.

17 Because a federal sta tute authorizing nati onwide service of pr ocess supplies the basis for personal jur isdiction in this case, “[i] t is not the Stat e of New York but the United States which would exercise it s jurisdictio n over [App ellants].” Mariash v. Morrill, 496 F.2d 1 138, 1143 (2d Cir. 1 974) (internal quot ation m arks omitted). Thus, Appellants’ “ contacts with the foru m state play no magi cal role in the [due process] a nalys is.” Republic of Pana ma, 119 F.3d at 94 6. Inst ead, “ where. . . the defendant s reside within the territorial bound aries of the Unit ed States, the minimal contac ts, required to justif y the federal governm ent ’ s exercise of power over them, are present.” Mariash, 496 F.2d at 1143 (in ternal quotat ion marks and footnote omitted). Since it is un disp ut ed tha t Appe llan ts r esid ed with in th e United States a t all relevant times, their a sserted lack o f contacts wi th New York does not, on its own, s uggest that the distr ict court’s exer cise of person al jurisdiction over the m violated due proce ss. See id. Appellant s’ residency wit hin the United Sta tes, however, doe s not end the due process inquiry. Even when a part y’s relatio nship to the forum o therwise justif ie s the sovereign’s exercise of personal jurisdic tion, “ jur is dict iona l rule s ma y not be emp loyed in such a way as to make litigat ion so g ravely difficu lt and inconvenient that [the ] party unfairly is at a severe disadvan tage in comparison t o

18 his opponent.” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 478 (1985) (inter nal quotation marks omitted). Courts therefore must determine “ whether it is reasonable to exercise persona l jurisd iction under t he circumstances of the particular case.” Chloe v. Queen Bee of Bev erly Hills, LLC, 61 6 F.3d 158, 164 (2d Cir. 2010) (citing Int’l Shoe Co. v. State of Wash., Off. of Unemployme nt Comp. & Placement, 326 U.S. 310, 316 (1945)). To defeat an otherwise - proper as sertion of personal jurisd ict ion, h owever, a defendant “ must present a compelling case that the presence of som e other considerat ions would render juri sdiction unreasona ble.” Burger King Corp., 47 1 U.S. at 47 7. Here, we find no basis to conclude tha t the distr ict cour t ’s exercise of personal jurisd iction over Appe llants wou ld be “unfa ir and un reasonab le” under the Fifth Amendment. Appel lants’ Br. at 27. Appellants assert, in a larg ely conclusory fashion, that the geog raphic distance between Texas – where they reside – and New York rend ers the di strict court’ s assertion of persona l jurisdiction over them unduly burdenso me. But Appe llants make no effort to quantify the addi tional expense at tributab le to this litigat ion ta king p lac e in Ne w York rather than in Texas. Nor do they identify any necessary witnesses who would be undul y bur dened by virtue of the NLRB’s choice of forum or offer an y

19 persuasive explana tion as to what effect litigating this case in New York would otherwi se have on their abi lity to present t heir case. Indeed, Ap pellan ts bare ly acknowledge “the convenience s of mode rn communication and tran sportation ” that are likely to “eas e ” the burden s of defen din g “ this case in Ne w York.” Licci ex rel. Licci v. Lebanese Canadian Bank, SA L, 732 F.3d 161, 174 (2d Cir. 2013) (interna l quotation marks omitted). Put si mply, App ellants have failed to make a “compelling case” th at it is unr easonable or unfair for the distr ict cour t to exercise pers onal ju risd ict ion in this straightforw ard subpoena - enforcement proceedi ng. Burger King Corp., 47 1 U.S. at 4 77. For these reas ons, w e conc lude th at th e distr ict co urt properly exercised personal jurisdictio n over App ellants. C. Transfer of Venu e Next, Appellants chall enge the distri ct court’s deni al of their request to transfer th is matter to the South ern District of Texas. We remai n unpersuaded. A district cour t may, “ [f] or the con venience of par ties and witnesses ” and “ in the in tere st of jus tice,” “transfer any civil act ion to any other district or division where it mi ght have been brought.” 28 U.S.C. § 1404(a). W hen deciding such a motion, a court may consider:

20 (1) plaintiff’s ch oice of for um, (2) the conve nience of witnesses, (3) the location of relevant documents and rela tive ease of acces s to sources of proof, (4) the conv enience of part ies, (5) the loc us of operativ e facts, (6) the availability o f process to compel the attendance of un willing witnesses, and (7) the relative means of the parti es. N.Y. Marine & Ge n. Ins. Co. v. Lafarge N. Am., Inc., 599 F.3d 10 2, 112 (2d Cir. 2010) (internal quotation marks omitted). T he party seeking transfer “ carries the burden of mak ing out a strong case for transfer. ” Id. at 114 (internal quotati on marks o mitt ed). W e perceive no abu se of discretion in the distri ct court’s refusal to transf er this matte r. In seek ing transfer, Appellants contend that “[a] ll of t he witnes ses and documen ts relate d to the App ellants and the subp oenas ar e in Texas ” an d that litigating this enfor cement ac tion in the Southern Dis trict of Ne w York wou ld be “terribl y burdensome.” Appellan ts’ Br. a t 34. But as the dis trict court ex plained, “[d] ocuments locate d outside of this district can be trans ferred electronica lly.” App’x at 18. And Appellan ts do not identify an y Texas - based witnesses whose travel to New York would be nec essary to resolve this sum mary enforcement proceeding. Nor does Appellants’ conclusory assertion that litigating this proceedin g in the Southern Dist rict of New Yor k would be un duly burden some show that the d istric t court wa s req uired to transfer thi s matter. We therefore

21 reject Appellants’ contention that the district court abused its discretion in denying their tra nsfer request. D. Attorneys’ Fees a nd Costs Fina lly, Appellants challenge the d istrict court’s award of $38,123 in attorneys’ fees and $ 321.42 in cos ts to the N LRB. Appel lants fir st contend tha t the district court abused its discretion by de termining tha t the NLRB was e ntitled to an award of fees and costs in the f irst place, a ru ling reflected in the district court’s November 16, 2023 order directin g Appellants to c omply w ith the subpoen as. Appellants also challenge the d istrict court’s subsequent assess ment of the amount of the fees an d costs in its March 5, 2024 orde r and judge ment. To that en d, Appellants argue that the district court failed t o properly “s egregate” the amoun t of the award “by ma tter and/or party,” and that th e NLRB’s billing recor ds were “wholly inadequ ate” to support the amoun t of the awar d. Ap pellants’ Br. at 38– 39. We begin by ad dressing the NLRB’s con tention t hat we la ck jur isdict ion t o consider these arguments. See Marquez v. Silver, 96 F.4 th 579, 582 (2d C ir. 2024) (noting th at “ [i] n every appeal,. .. ‘the firs t and fundamenta l question is that of jurisd ict ion ’” (q uoting Steel Co., 523 U.S. at 94)). As the NL RB points out, “[a ]

22 non- quantified award of attorneys’ fee s and costs is not appe alable unti l the amount of t he fees has been set by the dis trict cou rt.” O & G Indus., Inc. v. Nat’l R.R. Passenger Corp., 537 F.3d 1 53, 167 (2d Cir. 2008). T h e d istr ict co urt’ s in itia l decision to award fees and costs, re ndered as part of its November 16, 2023 order enforcing the sub poe nas, was therefore non - fin al a t the t ime App ellan ts f iled the ir notice of appea l on January 12, 2024. A nd Appellants neither filed a new no tice of appeal from th e distr ict court’s March 5, 2024 orde r deter mining the amount of the award nor amended the ir ex ist ing n otic e. Neverthele ss, we ha ve jurisdiction to review the district court ’s November 16, 2023 de cisio n holding Appel lants liable for fees and costs. I t is we ll - estab lishe d in this Ci rcuit t hat “ a pr emature notice of appea l from a nonfina l order may ripen into a va lid notice of appea l if a final judgmen t has bee n entered by the time the a ppeal is heard and the appellee suffers no prejudice.” Houb igant, Inc. v. IMG Fragrance Brands, LLC, 627 F.3d 497, 498 (2d Cir. 2010) (intern al quotation marks o mitte d). An d w hile the d istrict court’s Nove mber 16 order was not f inal as to its award of attorneys’ fees and c osts at the time Appellants filed their notice of appeal, that portion of the order r ipened upon the district court’s subsequent entry of its March 5, 2024 order fixing t he amount of the award. See Berlin v.

23 Renaissance Rental Pa rtners, LLC, 7 23 F.3d 119, 128 (2d Cir. 2013). Because there is no indication th at Ap pellants’ pre mature n otice of ap peal resul ted in any prejudice to the NL R B, we ha ve jurisdiction to consider th e portion of the dis trict court’s November 16 orde r holding Appellants liable for the NLRB’s attorneys’ fees and costs. On the meri ts, App ellants contend t hat the award of fees a nd costs was inappropriate because “[n] oth ing in [their] behavi or justifies any kind of deterrent, sanction, or punishment.” Appellants’ Br. at 38. We disagree. Although the NLRA itself does no t authorize an award of at torney’s fees or costs, the d istrict court had d iscretion to cons ider such an a ward under R ules 37 and 45. See Fed. R. Civ. P. 81 (a)(5) (provi ding that the Fede ral Rules ge nerally app ly “ to proceedings to co mpel testi mony or th e production o f documents through a subpoena issued by a United States off icer or agency unde r a federal statute ”). Here, the district cou rt determined that an award of fee s and costs was appr opriate because Appellants “ repeatedly at tempted to evade serv ice and have had numerous opportu nities to comp ly with the subp oena s.” App’x at 20. Appellants’ substance - free assertion to the contrary d oes nothing to undermine

24 the district court’s finding, which amply suppor ts its exercise of discretion to award attorneys’ fee s and costs to the NLRB. W e lack jur isdiction, however, t o review Appe llants’ challenges to the district c ourt’ s March 5, 2024 order deter mining the s pecific amoun t of the award and holding Ap pe llan ts jo int ly an d sev er ally liab le f or it. As noted, Appellants filed their notice of a ppeal almost two months before the d istric t cour t issued that order, and before the NLRB had eve n filed its motion to liquida te the award. But b y statu te, “ no appeal shall br ing any judg ment, order or decre e in an ac tion, suit or proceeding of a ci vil nature b efore a co urt of appe als for r eview unless n otice of appeal is filed, within thirty days after the entry of su ch judgment, order or decree.” 28 U.S.C. § 2107(a) (e mphasis added); see also Fed. R. App. P. 4(a)(1)(A). Thus, Appellants’ Ja nuary 12, 2024 notic e of appeal – while sufficient to confer appellate jurisdictio n over their ch allen ges to th e distric t court’s November 16, 2023 order – cannot be stretched to c ov er the rulings contained in the dis trict court’s March 5, 2024 order. See United States v. Kwasnik, 55 F.4th 212, 216 (3d Cir. 2022) (“ A notice of a ppeal cannot. .. enc ompass any order concern ing a motion filed in the district court after the notice of appeal was f iled. ”); s ee also Fed. R. App. P. 4(a)(4)(B)(ii). Ap pellan ts’ failure to either file a second notice of appeal within

25 sixty days 5 of the March 5 order or to a mend their existi ng notice therefore deprives us of jurisd ictio n to rev iew th e dis tric t c ourt’s det ermination of the amount of the award. See Bowles v. Russe ll, 551 U.S. 205, 20 9– 11 (2007). III. C ONCLUSION For these reas ons, w e affirm th e distr ict court ’s November 1 6, 2023 order and d ismis s Appellants’ purpo rted a ppe al of the district c ourt’s March 5, 2 024 order for lack of app ellate jur is dict ion. 5 Because the NLR B is a “Un ited States agen cy,” Appellants had sixty days to file their notice of appeal. 28 U.S.C. § 2107 (b)(2); Fed. R. App. P. 4(a)(1)(B)(ii).