Summary
This memorandum opinion and order addresses Defendants' motion to dismiss or, alternatively, transfer venue to the Southern District of New York based on enforceable forum-selection clauses. The court analyzes the public interest factors under 28 U.S.C. § 1404(a) and concludes that extraordinary circumstances do not outweigh the controlling weight of the forum-selection clauses. Consequently, the court grants the motion in part and orders the case transferred to the Southern District of New York.
Topics
Practice areas
Questions Presented
- Whether the forum‑selection clauses in the contracts are enforceable.
- Whether extraordinary circumstances weigh against transfer under 28 U.S.C. §1404(a).
- Whether the case should be transferred to the Southern District of New York.
Holdings
- The forum‑selection clauses are enforceable because the plaintiffs did not allege fraud or overreach directed at the clauses themselves.
- No extraordinary circumstances weigh against transfer; therefore the case is transferred to the Southern District of New York.
Key quotations
“The forum‑selection clauses are enforceable because Plaintiffs have not alleged that fraud or overreach was directed at the forum‑selection clauses themselves.”
Factual background
Vertical Computer Systems, Inc. and NOW Solutions, Inc. allege that defendants Derek Wolman and the law firm Davidoff, Hutcher, and Citron used the companies as a conduit for racketeering and breached fiduciary duties, directing former CEO Richard Wade to further a pattern of corrupt transactions.
Procedural history
Plaintiffs filed a complaint on May 7, 2024 alleging fraudulent inducement, breach of fiduciary duty, conspiracy, and RICO claims. Defendants moved to dismiss for improper venue and res judicata, and alternatively moved to transfer venue under 28 U.S.C. §1404(a). The court considered the motion and granted it in part, ordering transfer.
Remand instructions
Transfer the case to the United States District Court for the Southern District of New York.