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