On March 12, 2026, the First Department issued a decision in DKC Group Holdings, LLC v. Reece, Inc., 2026 NY Slip Op. 01442, holding that a forum selection clause did not create jurisdiction over a claim for aiding and abetting a breach of fiduciary duty, explaining:
Supreme Court properly dismissed the cause of action for aiding and abetting breach of fiduciary duty for lack of personal jurisdiction under CPLR 3211(a)(8), as plaintiffs failed to plead a sufficient nexus between the aiding and abetting claim and the confidentiality agreement. The parties do not dispute that the only potential basis for a New York court to exercise personal jurisdiction over defendant — a Delaware corporation headquartered in Texas — is the forum selection clause in the parties’ confidentiality agreement. However, the scope of the confidentiality agreement’s forum selection clause does not extend to plaintiffs’ aiding and abetting breach of fiduciary duty cause of action. The alleged breaches of fiduciary duty do not arise out of and are not related to the confidentiality agreement; rather, the fiduciary duties at issue in the aiding and abetting claim stem from the separate and independent award agreements between plaintiffs and the three former employees. Indeed, in actions brought in Arizona and Nevada, plaintiffs asserted direct breach of fiduciary duty causes of action against the same three employees without referring to the confidentiality agreement. Thus, the alleged breaches would have occurred even if the parties had never entered into the confidentiality agreement — a point plaintiffs’ counsel conceded at a preliminary injunction hearing.
We reject plaintiffs’ assertion that the aiding and abetting claim is encompassed by the forum selection clause because it arises from the same operative facts as plaintiffs’ breach of contract cause of action. Specifically, plaintiffs rely on federal court cases to argue that defendant’s solicitation of plaintiffs’ employees is part of a “suit, action or proceeding arising out of or relating to [the confidentiality] Agreement” because the allegations concerning the aiding and abetting claim overlap with plaintiffs’ claim for breach of the confidentiality agreement. However, forum selection clauses only extend to extra-contractual causes of action where the tort claim depends on the existence of a contractual relationship.
Here, the underlying breach of fiduciary duty claims arise, at least in part, out of wholly separate agreements with different forum selection provisions that do not depend on the existence of the confidentiality agreement. Although the aiding and abetting claim is based on some of the same operative facts, there is no other nexus with the confidentiality agreement.
(Internal citations omitted).