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AMERITRUST CO. NATL. ASSN. v. CHANSLOR

October 14, 1992

AMERITRUST COMPANY NATIONAL ASSOCIATION, FIRST INTERSTATE BANK OF CALIFORNIA, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BANK OF AMERICA N.T. & S.A., as successor to SECURITY PACIFIC NATIONAL BANK, and SIGNET BANK/VIRGINIA, Plaintiffs, against G. BLAKE CHANSLOR as Trustee of the G. BLAKE AND JUNE L. CHANSLOR REVOCABLE TRUST and G. BLAKE CHANSLOR, individually, Defendants.

SWEET


The opinion of the court was delivered by: ROBERT W. SWEET

Sweet, D. J.

 Defendant G. Blake Chanslor ("Chanslor"), individually and as trustee of the G. Blake and June L. Chanslor Revocable Trust (the "Trust"), has moved to dismiss to dismiss the complaint pursuant to Fed. R. Civ. P. 12(b) for lack of personal jurisdiction. For the reasons given below, the motion is denied.

 The Facts

 The facts are assumed as set forth in the pleadings and complaint. Chanslor is one of the defendants in the lawsuit brought by Ameritrust Company National Association and others against investors who purchased partnership interests in limited partnerships offered by Integrated Resources and others. The interests were offered upon payment of a cash deposit and by delivery of a promissory note payable to the Partnership. As part of a restructuring of the limited partnerships originally offered by Integrated, these promissory notes were assigned to Integrated's creditors, the plaintiffs in this case.

 Chanslor, a citizen and resident of New Mexico, was solicited in 1987 to invest in a Connecticut limited partnership, Fillmore Pacific Associated Limited Partnership (the "partnership"). After deciding to invest the assets of the Trust in the Partnership, Chanslor as trustee executed certain subscription documents, including investor notes (the "Notes") and Security Agreements. He personally executed a guaranty (the "Guaranty"), assuring the payments due from the Trust under the terms of the Notes.

 The notes each bear a forum selection clause which designate New York as the forum state:

 Maker hereby agrees that any suit, action, or proceeding with respect to this Note, any amendments or replacements hereof, and any transactions relating hereto or thereto shall be brought only in the state courts of, or the federal courts in, the State of New York, and Maker hereby irrevocably consents and submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding.

 Maker hereby agrees that no other state or federal court may entertain any such suit, action or proceeding, and that the state courts of, and the federal courts in, the State of New York shall have exclusive jurisdiction . . . .

 This Note . . . shall be governed by . . . the internal laws of the State of New York.

 Two other documents -- a Security Agreement (the "Security Agreement") and a subscription agreement (the "Subscription Agreement") contained similar clauses designating New York as the forum state. All the investment documents are governed by New York law, and the money to be paid by the Trust was due at a New York address specified in the Notes.

 The Guaranty itself does not have a forum selection clause, but it does state that:

 The undersigned ("Guarantor") hereby unconditionally guarantees the full payment, performance and observance of all obligations, agreements, representations, and warranties of the G. Blake and June L. Chanslor Revocable Trust (the "trust"), an Investor, under the Trust's Investor Note, Security Agreement, Subscription Agreement and all other documents and agreement executed by the Trust in connection with its investment . . .

 This Guaranty is made as an inducement (i) to the Partnership to accept the Investor's Note, (ii) to Lender to accept the collateral represented by the Investor's note and . . . (iii) to the General Partner of the Partnership to ...


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