Meet Recruitment, Inc. v. Neuro42, Inc.

DOCUMENT UNITED STATES DISTRICT COURT DOC #: SOUTHERN DISTRICT OF NEW YORK DATE FILED: 6/13/2025 Meet Recruitment Inc., Plaintiff, 1:25-cv-00782 (SDA) ~against- OPINION AND ORDER Neuro42, Inc., Defendant. STEWART D. AARON, UNITED STATES MAGISTRATE JUDGE. Pending before the Court is a motion by Defendant Neuro42, Inc. (“Defendant” or “Neuro42”), pursuant to the common law doctrine of forum non conveniens, to dismiss the Complaint of Plaintiff Meet Recruitment Inc. (“Plaintiff’ or “Meet”) or, in the alternative, pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, to dismiss the First and Third Causes of Action of the Complaint. (Def.’s Mot., ECF No. 16; Def.’s Mem., ECF No. 16-1.) For the reasons set forth below, Defendant’s motion is GRANTED. BACKGROUND Meet brings this action to recover payment for services rendered to Neuro42, pursuant to an Agreement dated February 23, 2024 (the “Agreement”). (Compl., ECF No. 1, 4 1.) The Complaint contains three causes of action: account stated (First Cause of Action); breach of contract (Second Cause of Action); and unjust enrichment (Third Cause of Action). (/d. 4/4] 21-41.) The Agreement provides in Section 8, entitled, “Law & Jurisdiction,” as follows: “8.1 These terms Shall be construed in accordance with the laws of the State of New York and the parties submit to the exclusive authority of the jurisdiction of the courts of the State of New York.” (Agmt., Ex. A to Batra Aff., ECF No. 16-3, at PDF p. 4.) Neuro42 moves to dismiss the ac�on, pursuant to the common law doctrine of forum non conveniens, based upon Sec�on 8 of the Agreement, arguing that any ac�on must be brought in the courts of the State of New York—that is, in New York state court, and not in a federal court that is based in New York.1 (See Def.’s Mem. at 2-4.) DISCUSSION I. Legal Standards “[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign forum is through the doctrine of forum non conveniens.”2 Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 571 U.S. 49, 60 (2013). A “four-part analysis” determines “whether to dismiss a claim based on a forum selection clause.” Phillips v. Audio Active Ltd., 494 F.3d 378, 383 (2d Cir. 2007). Courts first ask, in order, whether: (1) “the clause was reasonably communicated to the party resisting enforcement;” (2) the clause is “mandatory or permissive;” and (3) “the claims and parties involved in the suit are subject to the forum selection clause.” Id. Where the 1 In the alterna�ve, Neuro42 seeks dismissal of the First and Third Causes of Ac�on, arguing that they are duplica�ve of the Second Cause of Ac�on. (See Def.’s Mem. at 4-6.) Because the Court finds that this ac�on should be dismissed without prejudice based upon the doctrine of forum non conveniens, the Court does not reach Defendant’s par�al mo�on to dismiss. 2 When determining whether to dismiss a mater on forum non conveniens grounds in a case that does not involve a forum selec�on clause, a district court must assess “(1) the deference to be accorded the plain�ff’s choice of forum; (2) the adequacy of the alterna�ve forum proposed by the defendants; and (3) the balance between the private and public interests implicated in the choice of forum.” Fasano v. Yu Yu, 921 F.3d 333, 335 (2d Cir. 2019) (ci�ng Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146, 153 (2d Cir. 2005)). Unless it would be unnecessarily burdensome for the defendant or the court, “the plain�ff’s choice of forum should rarely be disturbed.” Iragorri v. United Techs. Corp., 274 F.3d 65, 70 (2d Cir. 2001) (quo�ng Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947)). “Where the par�es have contractually selected a forum, however, the forum selec�on clause substan�ally modifies the forum non conveniens doctrine.” Yu Yu, 921 F.3d at 335 (cleaned up). The “usual �lt in favor of the plain�ff’s choice of forum gives way to a presump�on in favor of the contractually selected forum.” Martinez v. Bloomberg LP, 740 F.3d 211, 218 (2d Cir. 2014) (ci�ng M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 6, 15 (1972)). first three requirements are met, the clause “is presumptively enforceable.” Id. Courts then ask: (4) “whether the resisting party has rebutted the presumption of enforceability.” Id. at 383–84. “A decision to grant or deny a motion to dismiss a cause of action under the doctrine of forum non conveniens lies wholly within the broad discretion of the district court.” Scottish Air Int'l, Inc. v. British Caledonian Grp., PLC, 81 F.3d 1224, 1232 (2d Cir. 1996). II. Application As an ini�al mater, the contractual clause at issue in this ac�on provides that “the par�es submit to the exclusive authority of the jurisdic�on of the courts of the State of New York.” (Agmt. at PDF p. 4 (emphasis supplied).) Under the “widely-accepted rule” noted by the Second Circuit, forum selec�on clauses using the term “in a state” reference “both the state and federal courts of the named state.” Rabinowitz v. Kelman, 75 F.4th 73, 84 (2d Cir. 2023). However, clauses that use the term “of a state” limit jurisdic�on to only the state courts. See id.; accord Dixon v. TSE Int’l Inc., 330 F.3d 396, 398 (5th Cir. 2003) (“Federal district courts may be in [a state], but they are not of [the state].”). Under the contractual clause at issue here (i.e., referring to “jurisdic�on of the courts of the State of New York” (Agmt. at PDF p. 4), jurisdic�on is limited to New York state court. Thus, the Court next turns to the Circuit’s “four-part analysis” to determine “whether to dismiss [this ac�on] based on [the] forum selec�on clause.” Phillips, 494 F.3d at 383. On the first ques�on, the clause providing that “par�es submit to the exclusive authority of the jurisdic�on of the courts of the State of New York” (Agmt. at PDF p. 4) is contained in Plain�ff’s own document. The Agreement has at the top of each page Plain�ff’s logo and the botom of each page contains Plain�ff’s company name and address. (See id. at PDF pp. 2-4.) Thus, the clause plainly was reasonably communicated to Plain�ff. On the second ques�on, the clause is mandatory. Mandatory forum selec�on clauses “require that disputes must be brought in the designated forum, to the exclusion of all other fora where jurisdic�on may also lie.” Glob. Seafood Inc. v. Bantry Bay Mussels Ltd., 659 F.3d 221, 225 (2d Cir. 2011). “A forum selec�on clause is viewed as mandatory when it confers exclusive jurisdic�on on the designated forum or incorporates obligatory venue language.” Phillips, 494 F.3d at 386. Here, the clause states that “the par�es submit to the exclusive authority of the jurisdic�on of the courts of the State of New York” (Agmt. at PDF p. 4), which reflects obligatory venue language. On the third ques�on, the claims and par�es involved in this ac�on are subject to the forum selec�on clause since Plain�ff brought this ac�on to recover payment for services rendered to Defendant pursuant to the Agreement that contains the clause. (See Compl. ¶ 1; see also Agmt. at PDF p. 4.) On the fourth ques�on, Plain�ff has not even sought to rebut the presump�on of enforceability. (See generally Pl.’s 5/7/25 Mem., ECF No. 24.) Thus, under controlling Second Circuit precedent, this ac�on should be dismissed on forum non conveniens grounds. Plain�ff seeks to avoid dismissal by arguing that the contractual clause at issue here “simply . . . confirm[s] the par�es’ submission to personal jurisdic�on in this state.” (See Pl.’s 5/7/24 Mem. at 4.) Not so. The clause here states that “the par�es submit to the exclusive authority of the jurisdic�on of the courts of the State of New York.” (Agmt. at PDF p. 4.) This language plainly reflects that New York state courts are the exclusive forums in which an ac�on under the Agreement can be brought. Thus, this case presents a common scenario where the par�es have “consent[ed] to personal jurisdic�on” in New York through “through [the] forum- selec�on clause[] in [the Agreement].” See D.H. Blair & Co. v. Gottdiener, 462 F.3d 95, 103 (2d Cir. 2006) (citation omitted) (finding that clause stating that investors “consent[ed] to the jurisdiction of the state and federal courts in the City of New York for the purpose of... enforcing any award of arbitrators” to be forum selection clause). CONCLUSION For the foregoing reasons, Defendant’s motion to dismiss is GRANTED, and this case is dismissed without prejudice. The Clerk of Court respectfully is requested to close the case. SO ORDERED. Dated: New York, New York June 13, 2025 Rist A. Corr STEWART D. AARON United States Magistrate Judge