On July 11, 2025, Justice Masley of the New York County Commercial Division issued a decision in Benuvia Holdings, LLC v. Next Frontier Holdings, Inc., 2025 NY Slip Op. 32597(U), holding that a defendant was subject to personal jurisdiction in New York because of his close relationship to a business that signed a note with a New York forum selection clause, explaining:
Under New York law, a signatory to a contract may invoke a forum selection clause against a non-signatory if the non-signatory is closely related to one of the signatories such that enforcement of the forum selection clause is foreseeable by virtue of the relationship between the signatory and the party sought to be bound. If [i] the nonsignatory party has an ownership interest or a direct or indirect controlling interest in the signing party, or, [ii] the entities or individuals consulted with each other regarding decisions and were intimately involved in the decision making process, then, a finding of personal jurisdiction based on a forum selection clause may be proper, as it achieves the rationale behind binding closely related entities to the forum selection clause [which] is to promote stable and dependable trade relations.
Here, Benuvia alleges that Soqui was Next Frontier’s Executive Chairman and at least a member of the board of directors. As stated, Soqui executed the December 7, 2021 Promissory Note as Next Frontier’s Executive Chairman. Indeed, Soqui avers that he was Next Frontier’s Executive Chairman, held the office of Secretary and/or Chief Financial Officer, and owned common stock in the corporation, the most junior security in the corporation’s stock capitalization, which represented less than 20% of the capital stock of the corporation. Soqui is also alleged to have played an active role in effectuating the underlying acquisition, promised to ensure capitalization and growth of BMI and BT, and subsequently transferred the funds away from defendants. Benuvia’s allegations, as supported by Soqui’s affidavit, make a sufficient start in showing that it was foreseeable that Soqui, as holder of an ownership interest in Next Frontier and Next Frontier’s decision-maker, would be subject to the forum selection clause of the Promissory Note.
In light of the forum selection clause, it is unnecessary to determine whether the court has jurisdiction over Soqui under CPLR 302. It is axiomatic that the very point of a selection of forum clause is to avoid litigation over personal jurisdiction and disputes over the application of the long-arm statute. It is settled that a selection of forum clause affords a sound basis for the exercise of personal jurisdiction over a foreign defendant.
(Internal quotations and citations omitted).