The followin Plaintiff filed the amendedg e-filed documents, listed by NYSCEF document number (Motion 001) 128, 129, 130, 131, 132, 133, 134, 135, 136, 137, 138, 139, 140, 141, 142, 143, 144, 145, 146, 147, 148, 149, 150, 151, 152, 153, 154, 155, 157, 158, 159, 160, 161, 166, 168, 169, 170, 171, 172, 173, 176, 178, 179, 180, 181, 182, 183, 184, 185, 186, 187, 188, 202, 203, 204, 205, 206, 207, 208, 209, 210, 211, 212, 213, 214, 215, 216, 217, 218, 219, 220, 221, 222, 223, 224, 225, 226, 227, 228, 229, 230, 231, 232, 233, 234, 235, 236, 237, 238, 239, 240, 241 were read on this motion to EXTEND TIME. DECISION + ORDER ON MOTION VitalCap Fund Emerald Group Holding, LLC, entered into seven different agreements with defendants Zumma Management Group, LLC, Laskey Ventures, LLC, Daria Pizza Enterprises II, Inc., Sylvaniamo, LLC, Navarremo, LLC, Reynoldsmo, LLC, Perrysburg Ventures, LLC, Moasis, LLC, and Dorrmo, LLC (“Oasis defendants”). (See NYSCEF No. 1 at 9.) Defendant Moyad Dari, president/CEO of all the Oasis defendants, signed the agreements on the Oasis defendants’ behalf. (NYSCEF No. 204 at 3, 54-60.) The agreements provide that in exchange for payment of a purchase price, VitalCap would be entitled to a specified amount of the Oasis defendants’ future receivables, Mr. Dari would personally guarantee the Oasis defendants’ full performance under the agreements, the Oasis defendants would grant VitalCap a security interest in all their personal property, and under a “cross collateral addendum,” a subset of the Oasis defendants would agree to “joint liability and cross-collateralization by and between each entity.” (NYSCEF No. 1 at 43; accord NYSCEF No. 9.) Plaintiff, Kapitus Servicing, Inc., VitalCap’s agent,1 asserts causes of action for breach of contract and multiple fraud-based claims. Plaintiff alleges that the Oasis defendants breached the agreements starting on October 18, 2016, by withholding receivables owed to plaintiff. (NYSCEF No. 1 at 3.) Plaintiff alleges that all the defendants defrauded plaintiff by making material misrepresentations that the Oasis defendants would make receivable payments and by reselling the same receipts they sold to plaintiff. (NYSCEF No. 1 at
64, 85.) Plaintiff also alleges that defendant Suzan Dari, at Mr. Dari’s direction, allegedly transferred money from the Oasis defendants’ accounts to Bounce Back Enterprises, LLC, to avoid making the payments owed to plaintiff. (NYSCEF No. 1 at 75.) Plaintiff filed its complaint against the Oasis defendants, Mr. and Ms. Dari and Bounce Back Enterprises, LLC, on October 18, 2022. Plaintiff filed an amended complaint on February 14, 2023. Plaintiff amended the complaint to replace defendant “Dari Pizza Enterprises II, LLC” with “Dari Pizza Enterprises II Inc.” to reflect Dari Pizza’s proper corporate status. (NYSCEF No. 53 at 8.) Plaintiff also modified the subset of defendants against which plaintiff asserts each cause of action and added another cause of action for aiding and abetting fraud. Plaintiff now moves for an order (1) extending the time to serve Dari Pizza; (2) deeming plaintiff’s amended complaint the operative pleading as to Dari Pizza; and (3) extending the time to serve Mr. and Ms. Dari under Ohio law. Mr. and Ms. Dari and Bounce Back (“Cross-motion defendants”) cross-move to dismiss the complaint or, alternatively, the amended complaint. (NYSCEF No. 212 at 1.) Because it would be futile for plaintiff to serve Mr. and Ms. Dari with claims that would be dismissed anyway, the court begins with the cross-motion. DISCUSSION I. Cross-Motion to Dismiss Plaintiff filed the amended complaint as of right. CPLR 3025 (a) provides that “[a] party may amend his pleading once without leave of court…at any time before the period for responding to it expires….” Plaintiff and the cross-motion defendants stipulated that these defendants had until February 24, 2023, to respond to the original complaint. (NYSCEF No. 25.) Plaintiff was within its rights when it filed the amended complaint on February 14, 2023. The court will consider the motion to dismiss using the amended complaint. A. Lack of Personal Jurisdiction as to Ms. Dari and Bounce Back Under CPLR 3211 (a) (8) Ms. Dari is an Ohio resident; Bounce Back is an Ohio LLC. Plaintiff’s amended complaint provides two bases for personal jurisdiction over Ms. Dari and Bounce Back: (1) consent to this court’s jurisdiction under the agreements’ forum-selection clauses and (2) specific jurisdiction under CPLR 302 (a). Each agreement has a forum-selection clause that provides that any action arising under the contract “shall if [VitalCap] so elects, be instituted in any court sitting in New York” and that the merchant “submits to the jurisdiction” of any court sitting in New York, agrees that a court sitting in New York is convenient, “and waives any and all objections to jurisdiction or venue.” (NYSCEF Nos. 54-60, 4.5.) Although Ms. Dari and Bounce Back did not sign the agreements, plaintiff argues that they are bound by the forum-selection clauses because they are (1) “closely related” to the Oasis defendants and (2) “alter egos” of the Oasis defendants.2 (NYSCEF No. 223 at 2.) A non-signatory to an agreement “may…be bound by a forum selection clause where the non-signatory and a party to the agreement have such a ‘close relationship’ that it is foreseeable that the forum selection clause will be enforced against the non-signatory.” (Highland Crusader Offshore Partners, L.P. v. Targeted Delivery Technologies Holdings, Ltd., 184 AD3d 116, 122 [1st Dept 2020]; accord Borden LP v. TPG Sixth St. Partners, 173 AD3d 442, 443 [1st Dept 2019] [finding that a non-signatory who controlled a signatory and benefitted from a fraudulent conveyance that interfered with the contract between the signatories was closely related to that signatory].) Alternatively, a “non-signatory may be bound by a contract under certain limited circumstances, including as…an alter ego of a signatory.” (Highland Crusader Offshore Partners, AD3d at 122.) An alter-ego claim requires allegations of “complete domination of the [company] in respect to the transaction attacked and that such domination was used to commit a fraud or wrong against the plaintiff which resulted in plaintiff’s injury.” (Baby Phat Holding Co., LLC v. Kellwood Co., 123 AD3d 405, 407 [1st Dept 2014] [internal quotations omitted].) In the amended complaint, plaintiff alleges that Ms. Dari and Bounce Back are both closely related to the Oasis defendants. Plaintiff alleges that Ms. Dari has a 98percent ownership interest in Dari Pizza (see NYSCEF No. 53 at 91) and a 100percent ownership interest in Bounce Back, another non-signatory. (Id. at 93). Plaintiff alleges that Ms. Dari allegedly “transferred money from the Oasis [defendants'] Designated Accounts to Bounce Back in order to avoid payments to creditors of the Oasis [defendants].” (Id. at 97.) Therefore, plaintiff has successfully demonstrated that the agreements’ forum-selection clauses apply to Ms. Dari and Bounce Back under both the “close relationship” and “alter ego” relationship theories. Cross-motion defendants contend that plaintiff’s allegations are based on Ms. Dari’s testimony in an unrelated action with a different creditor, of which there is no record and which they allege was not based on Ms. Dari’s personal knowledge. (See NYSCEF No. 237 at
