On July 28, 2025, Justice Chan of the New York County Commercial Division issued a decision in EMC Presents Delphi LLC v. Delphi Studios LLC, 2025 NY Slip Op. 33050(U), holding that a non-signatory was bound by an agreement’s forum selection clause, explaining:
It is the well-settled policy of the courts of New York to enforce contractual provisions for selection of a forum for litigation. Thus, if a valid forum selection clause designates New York as the forum to hear the parties’ dispute, courts will construe the clause to confer personal jurisdiction over all parties to the agreement.
Here, there is no dispute that parties to the Operating Agreement agreed that any suit, action, or proceeding based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, shall be brought solely in a New York state or federal court. And a cursory review of the Amended Complaint, in turn, confirms that EM C’s claims all relate to the fallout from the parties’ failed financing transaction in connection with the Project, which, as set forth in the Operating Agreement, served as the entire basis for forming Delphi Studios. In other words, EMC’s claims in the Amended Complaint all arise out of’ the Operating Agreement or its contemplated transactions. Accordingly, EMC’s claims are plainly covered by the Operating Agreement’s forum selection clause.
Although Jacobs is not a signatory to the Operating Agreement, the reach of its forum selection clause extends to her. 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. In this case, Jacobs is closely related to both Delphi LLC and Pythia, two of the four members of Delphi Studios, because, as alleged, she has full control of those entities. Indeed, Jacobs signed the Operating Agreement twice in her capacity as Chief Executive Officer for these entities. Jacob’s clear ownership and/or controlling interest in Pythia and Delphi LLC thus makes it entirely foreseeable that EMC could later seek to bind her to the Operating Agreement’s forum selection clause in the event of a dispute arising out of that agreement. EMC has therefore established that the court may exercise personal jurisdiction over Jacobs by virtue of the Operating Agreement’s forum selection clause.
Jacob’s motion to dismiss pursuant to CPLR 3211(a)(8) is denied.
(Internal quotations and citations omitted).