MEMORANDUM DECISION AND ORDER I. INTRODUCTION Plaintiff Bankers Healthcare Group, LLC (BHG) originally filed this breach of contract action in New York Supreme Court, Onondaga County, against Defendants TCEx, LLC1 and Charles Burke, Jr. (See Dkt. No. 2). Defendants TCEx and Burke removed this case from state court on the basis of diversity of citizenship pursuant to 28 U.S.C. §§1332(a)(1), 1441(b), and 1446. (Dkt. No. 1). Plaintiff moves to remand this case under 28 U.S.C. §1447(c) on the grounds that the contract governing the dispute contains a forum-selection clause that grants Plaintiff the exclusive right to select the venue and waives the possibility of removal. (Dkt. No. 7). Defendants oppose Plaintiff’s motion, cross-move to dismiss based on a lack of personal jurisdiction, or, alternatively, request that the Court transfer the case to the U.S. District Court for the Eastern District of North Carolina, Raleigh Division. (Dkt. No. 11). Both parties have filed replies. (Dkt. Nos. 14-10, 17). For the reasons that follow, Plaintiff’s motion to remand is granted and Defendants’ motion to dismiss or transfer is denied. II. FACTS2 On October 12, 2021, BHG and Defendants entered into a financing agreement (labeled a “Promissory Note/Security Agreement/Personal Guaranty”) (the “Financing Agreement”) in which TCEx, the debtor, executed a promissory note agreeing to pay BHG, the creditor, $153,006.00 in 84 monthly installments of $1,821.50. (Dkt. No. 2, at 10-12). In connection with the Financing Agreement TCEx executed a security agreement providing BHG with a security interest in certain collateral and Burke executed a personal guaranty, guaranteeing TCEx’s obligations under the Financing Agreement. (Id.). Defendant Burke signed the Financing Agreement as the Managing Member of TCEx. (Id., at 11). BHG alleges that TCEx has failed to make the payments owed to BHG and that Burke has failed to pay the debt owed by TCEx, as required by the guaranty. (Id.,
6-21). BHG seeks to recover $96,044.82. (Id., at 8). The security agreement portion of the Financing Agreement contains a choice of law clause, a forum selection clause, and waiver provisions, reproduced (in relevant part) below: APPLICABLE LAW/JURISDICTION & VENUE. The terms of the Financing Agreement and all loan documents executed herewith shall be governed by and construed in accordance with the substantive and procedure laws of Florida, exclusive of the principles of contract of laws. Venue for any action brought hereunder, shall be the choice of the Creditor, and shall be limited to either Onondaga County, New York or Broward County, Florida, or, if the action involves or is brought against the Collateral, in a state court in the county where such Collateral is located, where required to enforce Creditor’s rights as to or against the Collateral, unless Creditor selects an alternative forum. Debtor agrees to submit to the personal jurisdiction of the appropriate court in the State of New York, Onondaga County or State of Florida, Broward County, for all such disputes.…The Debtor further waives any right the Debtor may have to transfer or change the venue of any litigation brought against Debtor by Creditor, the right to interpose any defense or motion based on Forum Non Conveniens or Venue, and any claim for consequential, punitive or special damages. … DEBTOR FURTHER WAIVES ANY RIGHT TO REMOVE ANY STATE COURT ACTION TO FEDERAL COURT. (Id.). Directly under this waiver, Burke initialed a statement that reads: “I have read and understand the applicable law, jurisdiction, venue, and waivers.” (Id.). The personal guaranty portion of the Financing Agreement, signed by Burke, contains a similar choice of law clause, forum selection clause, and waivers: The terms of this Guaranty shall be governed by and construed in accordance with the substantive and procedure laws of the State of Florida, exclusive of the principles of contract of laws. Venue for any action brought hereunder, shall be the choice of the Creditor, and shall be limited to Onondaga County, New York or Broward County, Florida. Debtor agrees to submit to the personal jurisdiction of the appropriate State of New York or State of Florida Court for all such disputes. … GUARANTOR FURTHER WAIVES ANY RIGHT TO REMOVE ANY STATE COURT ACTION TO FEDERAL COURT. Guarantor further waives any right Guarantor may have to transfer or change the venue of any litigation brought against Debtor by Creditor, the right to interpose any defense or motion based on Forum Non Conveniens or Venue, and any claim for consequential, punitive or special damages. (Id., at 12).3 III. DISCUSSION A. Remand 1. Standard of Review 28 U.S.C. §1447(c) provides a mechanism for remand to state court: “A motion to remand the case on the basis of any defect other than lack of subject matter jurisdiction must be made within 30 days after the filing of the notice of removal under section 1446(a). If at any time before final judgment it appears that the district court lacks subject matter jurisdiction, the case shall be remanded.” “[O]n a motion to remand, the party seeking to sustain the removal, not the party seeking remand, bears the burden of demonstrating that removal was proper.” Pate v. City of Rochester, 579 F. Supp. 3d 417, 420 (W.D.N.Y. 2022) (quoting Hodges v. Demchuk, 866 F. Supp. 730, 732 (S.D.N.Y. 1994)). “When considering a motion to remand, the district court accepts as true all relevant allegations contained in the complaint and construes all factual ambiguities in favor of the plaintiff.” Macklin v. Lexington Ins. Co., No. 20-cv-05372, 2020 WL 5796814, at *2, 2020 U.S. Dist. LEXIS 179427, at *5 (S.D.N.Y. Sept. 29, 2020). 2. Enforceability of Forum Selection Clause The Supreme Court has held that “a valid forum-selection clause should be given controlling weight in all but the most exceptional circumstances” because the enforcement of a forum-selection clause “bargained for by the parties, protects their legitimate expectations and furthers vital interests of the justice system.” Atl. Marine Const. Co. v. U.S. Dist. Court for W. Dist. of Tex., 571 U.S. 49, 63 (2013) (citation and internal quotation marks omitted) (alteration in original). Furthermore, “[p]arties are free to bind themselves to forum selection clauses that trump what would otherwise be a right to remove cases to federal courts.” Yakin v. Tyler Hill Corp., 566 F.3d 72, 76 (2d Cir. 2009) (citations omitted). At the same time, “it is well established in this Circuit that waiver of a party’s statutory right to remove a case to federal court must be clear and unequivocal.” Rabbi Jacob Joseph Sch. v. Province of Mendoza, 342 F. Supp. 2d 124, 128 (E.D.N.Y. 2004). The Second Circuit “employ[s] a four-part framework” in evaluating a forum selection clause. See Rabinowitz v. Kelman, 75 F.4th 73, 81 (2d Cir. 2023). The first three steps require the court to ask: (1) “whether the clause was reasonably communicated to the party resisting enforcement,” (2) “whether the clause is mandatory,” that is, whether the parties are required to bring any dispute to the designated forum or simply permitted to do so, and (3) “whether the claims and parties involved in the suit are subject to the forum selection clause.” Id. (quoting Martinez v. Bloomberg LP, 740 F.3d 211, 217 (2d Cir. 2014)). A forum selection clause is “presumptively enforceable” “[i]f the answer to all three questions is yes.” Id. (quoting Martinez, 740 F.3d at 217). “At the fourth step, the court asks (4) whether the resisting party has rebutted that presumption by ‘making a sufficiently strong showing that enforcement would be unreasonable or unjust, or that the clause was invalid for such reasons as fraud or overreaching.’” Id. (quoting Martinez, 740 F.3d at 217). “The overriding framework governing the effect of forum selection clauses in federal courts…is drawn from federal law.” Martinez, 740 F.3d at 217. “The Second Circuit has held that federal law governs the first and fourth steps of forum selection clause analysis regardless of the existence of a choice of law provision.” Prod. Res. Grp., LLC. v. Martin Prof., A/S, 907 F. Supp. 2d 401, 409 (S.D.N.Y. 2012). But “[i]n answering the interpretive questions posed by parts two and three of the four-part framework…we normally apply the body of law selected in an otherwise valid choice-of-law clause.” Martinez, 740 F.3d at 217-18. However, the use of federal law to interpret a forum selection clause remains appropriate if the parties have not “urged the application of any specific element of the contractually chosen body of law to govern the interpretation of the forum selection clause.” Id. at 223. “[L]itigating ‘parties by their acquiescence…may induce the trial court to assume that foreign law is similar to that of the forum,’ with the result that a court does not err when it articulates its decision by reference to the law of the forum.” Id. (quoting Walter E. Heller & Co. v. Video Innovations, Inc., 730 F.2d 50, 53 (2d Cir. 1984)). Here, the Financing Agreement and the personal guaranty require that their terms be interpreted under Florida law. (Dkt. No. 2, at 11, 12). However, neither Plaintiff nor Defendants rely on Florida law in analyzing the second step of test, whether the forum selection clause is mandatory or permissive — both parties exclusively rely on precedent from within the Second Circuit on this question. (See Dkt. No. 7-1, at 5-7; Dkt. No. 11, at 17-19; Dkt. No. 14-10, at 7; Dkt. No. 17, at 5-6). Additionally, neither party cites Florida law (or any law) related to the third step of the test, whether the forum selection clause governs the claims and parties at issue.4 As a result, the Court assumes that the parties have chosen “not to ‘rely on any distinctive features of [the selected law] and [instead to] apply general contract law principles and federal precedent to discern the meaning and scope of the forum clause.” Martinez, 740 F.3d at 223 (quoting Phillips v. Audio Active Ltd., 494 F.3d 378, 386 (2d Cir. 2007)); see, e.g., Midamines SPRL Ltd. v. KBC Bank NV, No. 12-cv-8089, 2014 WL 1116875, at *3, n.6, 2014 U.S. Dist. LEXIS 37731, at *10 n.6 (S.D.N.Y. Mar. 18, 2014), aff’d, 601 Fed. App’x. 43 (2d Cir. 2015) (summary order). a. Presumption of Validity The parties do not explicitly refer to the first three parts of the test to determine the presumptive validity of a forum selection clause as such. Nonetheless, the issues are addressed throughout the filings. All the conditions necessary for presumptive validity are met here. First, the clause was reasonably communicated to Defendants. Defendants do not dispute this, except to the extent that they claim the contract was written “in difficult to read, small print” and that “[t]he terms are also written using ‘legalese.’” (Dkt. No. 17, at 9). But, as Plaintiff correctly states, “it is a fundamental principle of contract law that a person who signs a contract is presumed to know its terms and consents to be bound.” (Dkt. No. 14-10, at 8 (quoting Frankford Crossing Shopping Ctr. Dallas, Tx. Ltd. P’ship v. Pho Partners, LLC, 942 F. Supp. 2d 366, 370 (W.D.N.Y. 2013) (citation omitted))). Furthermore, “[t]hough not highlighted, the clause is no less prominent than most of the other terms of the document” and Burke “does not contend that he did not read the forum selection provision or that he was confused about its meaning.” Frankford Crossing Shopping Ctr., 942 F. Supp. 2d at 370; (see also Dkt. No. 2, at 10-12; Dkt. No. 10). The “Applicable Law/Jurisdiction & Venue” section of the Financing Agreement is comprised of two paragraphs and this statement: “I have read and understand the applicable law, jurisdiction, venue and waivers.” (Dkt. No. 2, at 11). Burke initialed the statement. (Id.). The Court therefore concludes the forum selection clause was communicated to Defendants. Second, the forum selection clause is mandatory. Forum selection clauses can either be permissive or mandatory. See Rabinowitz, 75 F.4th at 82. “[A] permissive forum selection clause ‘confers jurisdiction in the designated forum, but does not deny plaintiff his choice of forum, if jurisdiction there is otherwise appropriate.’” Id. (quoting Glob. Seafood Inc. v. Bantry Bay Mussels Ltd., 659 F.3d 221, 225 (2d Cir. 2011)). “A forum selection clause is considered mandatory where: (1) ‘it confers exclusive jurisdiction on the designated forum’ or (2) ‘incorporates obligatory venue language.’” Glob. Seafood Inc., 659 F.3d at 225 (quoting Phillips, 494 F.3d at 386). Unlike permissive forum selection clauses, “[m]andatory forum selection clauses ‘require that disputes must be brought in the designated forum, to the exclusion of all other fora where jurisdiction may also lie.’” Rabinowitz, 75 F.4th at 82 (quoting Glob. Seafood Inc., 659 F.3d at 225). To be considered exclusive, a forum selection clause must “contain[] specific language of exclusion, or…leave[] it in the control of one party with power to force on its own terms the appropriate forum.” Octave-1 Fund Ltd. v. Morgan, No. 13-cv-4607, 2013 WL 5834469, at *1, 2013 U.S. Dist. LEXIS 155741, at *4 (S.D.N.Y. Oct. 30, 2013) (quoting City of New York v. Pullman Inc., 477 F. Supp. 438, 442 n.11 (S.D.N.Y. 1979)). Defendants assert that the clause is permissive because it allows Plaintiff multiple options for where to file a lawsuit. (Dkt. No. 11, at 18-19; Dkt. No. 17, at 6). Plaintiff explains, however, that “the very clear and explicit language in the Financing Agreement…precludes the removal of this action to” federal court, (Dkt. No. 7-1, at 5); that the Financing Agreement “grant[ed] BHG sole discretion to choose the forum in which to litigate disputes,” (id., at 6); and that “[D]efendants explicitly waived the right to transfer or change venue of the action,” (id., at 7). Plaintiff is correct. “The fact that the choice of forum is left to the discretion of one party does not render the clause permissive and thereby unenforceable.” Octave 1-Fund Ltd., 2013 WL 5834469, at *1, 2013 U.S. Dist. LEXIS 155741, at *4 (upholding as mandatory a forum selection clause permitting the plaintiff the exclusive right to choose any state or federal court in New York for suit); AGR Fin., L.L.C. v. Ready Staffing, Inc., 99 F. Supp. 2d 399, 402 (S.D.N.Y. 2000) (explaining that contract granting plaintiff the right to choose either New York State or federal court as the forum meant that plaintiff “is not compelled to bring suit in either forum but once it chooses to do so, its decision is binding”). The Court finds the forum selection clause, containing language leaving the choice of venue to only one party and waiving the right to remove, transfer, or otherwise contest jurisdiction, is sufficiently exclusive. Here, the forum selection clause states that “[v]enue for any action…shall be the choice of the Creditor, and shall be limited to either Onondaga County, New York or Broward County, Florida.” (Dkt. No. 2, at 11). Thus, although it identifies two counties where the parties agree venue would be proper, because it gives Plaintiff the right to choose venue, the forum selection clause appears to be mandatory. See, e.g., Exp.-Imp. Bank of U.S. v. Hi-Films S.A. de C.V., No. 9-cv-3573, 2010 WL 3743826, at *6-7, 2010 U.S. Dist. LEXIS 100927, at *20-23 (S.D.N.Y. Sept. 24, 2010) (finding forum selection clause to be mandatory where it “list[s] a number of courts in which the parties agree jurisdiction would be proper, but leave[s] it to one party…to determine where in fact a lawsuit will proceed” and where the defendants had “waive[d] expressly any other jurisdiction to which they might have a right” (internal quotation marks omitted)). Defendants argue that because the forum selection clause does not specify that an action be litigated in state court, it does not exclude federal jurisdiction. (Dkt. No. 11, at 18). Defendants also note that there are state and federal courts located in both Onondaga and Broward Counties. (Id.). This argument has some initial appeal as the provision Defendants cite regarding choice of venue does not mandate jurisdiction. See, e.g., Yakin, 566 F.3d at 74-76 (observing that agreement stating “that the venue and place of trial of any dispute…shall be in Nassau County, New York” “merely contains obligatory venue language,” but “convey[ed] nothing about the parties’ intent as to jurisdiction”); see also John Boutari & Son, Wines & Spirits, S.A. v. Attiki Imps. & Distribs. Inc., 22 F.3d 51, 53 (2d Cir. 1994) (“[A]n agreement conferring jurisdiction in one forum will not be interpreted as excluding jurisdiction elsewhere unless it contains specific language of exclusion.” (citation omitted)). But as the Financing Agreement states in all capital letters that the “Debtor Further Waives Any Right to Remove Any State Court Action to Federal Court,” (Dkt. No. 2, at 11), thereby expressly excluding federal jurisdiction where Plaintiff has chosen to bring an action in state court, the Court concludes the forum selection clause is mandatory. See Exp.-Imp. Bank of U.S., 2010 WL 3743826, at *6-7, 2010 U.S. Dist. LEXIS 100927, at *20-23; see also Frankford Crossing Shopping Ctr., 942 F. Supp. 2d at 372 (explaining that “[i]t is well stablished that a forum selection clause may act as a waiver of defendant’s right to remove an action to federal court” as long as that waiver is “clear and unequivocal” (quoting JP Morgan Chase Bank, N.A. v. Reijtenbagh, 611 F. Supp. 2d 389, 390 (S.D.N.Y. 2009))). Third, the clause covers the claims and parties in dispute. “The third step requires the Court to decide whether the claims and parties involved in the suit are subject to the forum selection clause. In order to make that determination, the language in the agreements mandating that any claim arising out of the agreements must encompass [BHG's] suit.” Reed Int’l, Inc. v. Afghanistan Int’l Bank, 657 F. Supp. 3d 287, 308 (S.D.N.Y. 2023). To ascertain “the applicability of a contractual provision to particular claims, [courts] examine the substance of those claims.” Phillips, 494 F.3d at 388. Both of BHG’s claims fall within the scope of the forum selection clause. BHG’s first claim is that TCEx is in breach of the Financing Agreement by failing to make timely payments on the loan and failing to cure the default when notified. (Dkt. No. 2,
