MEMORANDUM DECISION AND ORDER I. INTRODUCTION On June 28, 2023, Plaintiff Rory Russell brought this breach of contract action against Defendant Titanium LLC in the State of New York Supreme Court, County of Warren. See Dkt. No. 1-1 (“Complaint”). Defendant removed the action to this Court on November 9, 2023. Dkt. No. 1. Defendant now moves to dismiss this action for lack of personal jurisdiction. Dkt. No. 6-1 (“Motion”). Plaintiff has filed a response, Dkt. No. 12 (“Response”), and Defendant has filed a reply, Dkt. No. 13. For the reasons that follow, Defendant’s Motion is denied. II. BACKGROUND According to the Complaint, Plaintiff is a sole proprietorship and “is in the business of providing consulting services with regard to the sale of security-related businesses and assets.” Compl.
1, 3.1 Plaintiff’s principal place of business is in Kattskill Bay, New York. See id. 1. Defendant “is a limited liability company duly organized under the laws of the State of California with its principal place of business in…Rancho Cucamonga, California.” Id. 2. Plaintiff states that both Plaintiff and Defendant “transacted business in New York.” Id. Specifically, Plaintiff alleges that Defendant “entered into a consulting agreement with [Plaintiff] with regard to the sale of [Defendant's] security business, accounts, contracted and non-contracted security services, revenue and all other business assets and business name.” Id. 4. Plaintiff and Defendant memorialized this agreement in a document (“Agreement”) that Plaintiff attached as an addendum to his Complaint. See id. at 10-12. Relevantly, the Agreement includes a forum selection clause that states: “[t]his Agreement will be governed by the laws of New York, and the parties submit to the jurisdiction of the Courts of New York State for any matter arising out of this agreement.” Id. at 11. Plaintiff alleges that he represented Defendant throughout negotiations for the sale of Defendant to a third party. Id. 10. Defendant was eventually purchased by a third party on January 20, 2023. Id. 11. Plaintiff alleges that Defendant was contractually obligated to pay Plaintiff a consulting fee worth five percent of the “net purchase price of the sale.” Id. Defendant, however, failed to pay that fee. Id. 12. Instead, Plaintiff states that Defendant — without Plaintiff’s knowledge — retained another consultant and paid fees to that consultant instead. Id.
