Mazor

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK

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ISAAC MAZOR,

Plaintiff, MEMORANDUM & ORDER

25-CV-1020 (EK)(JAM)

-against-

SION SHALAM,

Defendant.

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ERIC KOMITEE, United States District Judge:

Isaac Mazor alleges that his former business partner,

Sion Shalam, defrauded him of $90,000, a fifty-percent ownership

stake in an LLC, and an interest in property located in Linden,

New Jersey. Shalam then allegedly convinced Mazor to resolve

their dispute via a rabbinical arbitration process, which Mazor

now contends was illegitimate. Mazor brings claims against

Shalam in diversity for breach of fiduciary duty, fraud, unjust

enrichment, and specific performance, and asks the Court to set

aside the arbitration award.

Shalam moves to dismiss the complaint for lack of

personal jurisdiction or, in the alternative, on forum non

conveniens grounds. For the reasons set forth below, Shalam’s

motion is granted: Counts One through Four of the complaint are

dismissed for lack of personal jurisdiction, and Count Five is

dismissed for forum non conveniens.

Background

The following facts are drawn from the complaint, as

well as the affidavits and other exhibits attached to the

parties’ motion papers. See Cooke v. United States, 918 F.3d

77, 80 (2d Cir. 2019) (“To resolve jurisdictional issues,

[courts] may consider affidavits and other materials beyond the

pleadings . . . .”).1 “The allegations in the complaint [are]

taken as true to the extent they are uncontroverted by the

defendant’s affidavit[].” MacDermid, Inc. v. Deiter, 702 F.3d

725, 727 (2d Cir. 2012). When a fact is disputed, the Court so

notes but relies on Mazor’s version of events. See CutCo

Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir. 1986).2

Mazor and Shalam developed a business relationship

through Mazor’s son-in-law, Isaac Massre. Compl. ¶¶ 3, 22, ECF

No. 1. According to Mazor, in or around 2021, the three men

agreed to form “19 E. Elizabeth Ave Realty, LLC” (“19E”). Id.

¶ 4; Mazor Aff. ¶ 4, ECF No. 12-4. Although 19E was a New

Jersey LLC, see Mazor Aff. ¶ 4, Mazor asserts that Shalam “on

multiple occasions travelled to New York and he and I would

1 Unless otherwise noted, when quoting judicial decisions this order

accepts all alterations and omits all citations, footnotes, and internal

quotation marks.

2 In Cutco, the Second Circuit observed: “Although . . . the plaintiff

has the ultimate burden of establishing jurisdiction over defendant by a

preponderance of the evidence, until an evidentiary hearing is held, it need

make only a prima facie showing by its pleadings and affidavits that

jurisdiction exists. Those documents are construed in the light most

favorable to plaintiff and all doubts are resolved in its favor.” 806 F.2d

at 365.

frequently speak over the telephone while I was in New York.”

Id. ¶ 5.3 At the conclusion of those negotiations, Mazor

believed he had a fifty-percent interest in 19E, while Shalam

and Massre each had twenty-five percent stakes. Compl. ¶ 4.

In April 2021, the LLC purchased 19 East Elizabeth

Avenue in Linden, New Jersey for $1.3 million, on Shalam’s

recommendation. Id. ¶ 7. Shalam asked Mazor to contribute

$90,000 more than himself and Massre, indicating that Mazor

would be reimbursed after they closed on the property. Id. ¶ 8.4

Instead, Shalam used the $90,000 to secure a $900,000 loan in

19E’s name and used part of the loan to repay Mazor. Id. ¶¶ 11,

13. He then insisted Mazor be responsible for his portion of

the loan. Id. ¶ 12.

Meanwhile, Mazor discovered that Shalam had left him

off the LLC’s operating agreement, ostensibly because Mazor had

previously filed for Chapter 11 bankruptcy. Id. ¶ 10. When

Mazor pressed Shalam to allow him to sign the operating

agreement, Shalam had Mazor’s wife sign instead. Id. ¶¶ 14, 16.

Shalam also retaliated against Mazor by filing a lawsuit to

evict the factory that Mazor was then operating at 19 East

Elizabeth Avenue. Id. ¶ 15. Mazor alleges that the parties met

3 Shalam disclaims any memory of meeting with Mazor in New York. See

Shalam Aff. ¶¶ 9-11, ECF No. 11-1.

4 Shalam claims that Mazor “did not provide any funding for the

formation of 19E or the purchase of the Property,” and that it was, instead,

Mazor’s wife Iris who did so. Shalam Aff. ¶¶ 6-7.

to discuss these matters in Brooklyn in September 2021. See

Mazor Aff. ¶ 10; see also Meeting Notes, ECF No. 12-5.

Ultimately, Shalam asked Mazor to arbitrate their

dispute, also in New York. Id. ¶ 17; Mazor Aff. ¶ 6. Mazor

says he believed the arbitration would be before a certified

arbitrator who followed the American Arbitration Association

Rules. Compl. ¶¶ 17, 20. Instead, it was conducted before

Rabbi Eliezer Savitsky. Pl.’s Ex. B, ECF No. 12-2. Shalam and

Mazor have filed two different versions of the Arbitration

Agreement, only one of which — Mazor’s — has Rabbi Savitsky’s

name filled in. Compare Pl.’s Ex. B, with Def.’s Ex. A, ECF No.

13-1. Both versions, however, include a provision consenting to

the personal jurisdiction of the courts of the State of New York

“for any action or proceeding to confirm or enforce a decree of

the arbitrator.” See, e.g., Pl.’s Ex. B.

Mazor indicates in his briefing that Rabbi Savitsky

allowed Shalam to proceed with the eviction. Opp’n Br. 5, ECF

No. 12-6.5 Otherwise, he says nothing of the arbitration award,

except that it was “devoid of any proper explanation for why the

ruling was made.” Compl. ¶ 19.

5 Page numbers in citations to briefs refer to internal pagination.

Page numbers in citations to all other record documents refer to ECF

pagination.

Discussion

A. Personal Jurisdiction

“[T]o survive a motion to dismiss for lack of personal

jurisdiction, a plaintiff must make a prima facie showing that

jurisdiction exists.” Penguin Grp. (USA) Inc. v. Am. Buddha,

609 F.3d 30, 34-35 (2d Cir. 2010). “Prior to discovery, . . .

plaintiff’s prima facie showing may be established solely by

allegations.” Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A.,

722 F.3d 81, 84–85 (2d Cir. 2013). And if plaintiff fails to

make this showing, the court “does not err in denying

jurisdictional discovery.” Chirag v. MT Marida Marguerite

Schiffahrts, 604 F. App’x 16, 18–19 (2d Cir. 2015).

“We construe the pleadings and affidavits in the

light most favorable to [Mazor], resolving all doubts in his

favor.” DiStefano v. Carozzi N. Am., 286 F.3d 81, 84 (2d Cir.

2001). But he “may not rely on conclusory statements and must

offer actual specificity in order to establish personal

jurisdiction.” Shorts v. Cedars Bus. Servs., LLC, 767 F. Supp.

3d 96, 105 (S.D.N.Y. 2025). And, notably, he “must establish

the court’s [personal] jurisdiction with respect to each claim

asserted.” Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 24

(2d Cir. 2004).

In assessing whether the Court has personal

jurisdiction over Mazor’s claims, we first ask whether Shalam

consented to jurisdiction in New York. See D.H. Blair & Co. v.

Gottdiener, 462 F.3d 95, 103 (2d Cir. 2006) (“Parties can

consent to personal jurisdiction through forum-selection clauses

in contractual agreements.”). Absent Shalam’s consent, we then

“apply the personal jurisdiction rules of the forum state.”

Penguin, 609 F.3d at 35. “If, but only if,” we conclude that

the Court has personal jurisdiction under New York law, “we must

then determine whether asserting jurisdiction under that

provision would be compatible with requirements of due process

established under the Fourteenth Amendment to the United States

Constitution.” Best Van Lines, Inc. v. Walker, 490 F.3d 239,

242 (2d Cir. 2007).

Here, Shalam consented to personal jurisdiction in New

York solely as it relates to claims arising from the arbitration

— that is, as to Count Five. Applying New York’s personal

jurisdiction rules, we conclude that we lack personal

jurisdiction over Mazor’s other claims. Accordingly, we do not

reach the due process analysis. See EGI-VSR, LLC v. Huber, No.

19-CV-6099, 2020 WL 1489790, at *5 (S.D.N.Y. Mar. 27, 2020)

(“[C]ontractual consent to personal jurisdiction eliminates the

need for a separate Due Process analysis.”) (collecting cases).

1. Shalam Consented to This Court’s Exercise of

Personal Jurisdiction on Count Five

The Court has personal jurisdiction over Mazor’s claim

to set aside the arbitration award. By signing the arbitration

agreement, Shalam clearly consented to “the personal

jurisdiction of the courts of the State of New York . . . for

any action or proceeding to confirm or enforce a decree of the

arbitrator.” Pl.’s Ex. B. This Court, “sitting in . . .

diversity,” “may exercise personal jurisdiction to the same

extent as the courts of general jurisdiction of [New York.]”

Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 305 F.3d

120, 124 (2d Cir. 2002) (citing Fed. R. Civ. P. 4(k)(1)(A)).

And consent to personal jurisdiction for purposes of confirming

an arbitration award applies symmetrically to an action seeking

to vacate the award. See D.H. Blair, 462 F.3d at 104.

Shalam does not contend that he lacked knowledge of

the forum-selection clause or that it was obtained through fraud

or overreaching. See id. at 103 (identifying bases for

invalidating a forum-selection clause). Instead, he argues that

“enforcement would be unreasonable or unjust,” id., because

Mazor “cannot simultaneously rely on the terms of the

arbitration agreement while also maintaining that [it] is void.”

Def.’s Reply Br. 2, ECF No. 13. That argument has no merit.

“[A] forum-selection clause is understood not merely

as a contract provision, but as a distinct contract” and,

therefore, any “challenge must be directed against the forum

selection clause itself.” PIRS Cap., LLC v. Chen, 746 F. Supp.

3d 167, 179-80 (S.D.N.Y. 2024) (collecting cases); see also J.B.

Harris, Inc. v. Razei Bar Indus., Ltd., 37 F. Supp. 2d 186, 191

(E.D.N.Y. 1998) (“Fraud in the inducement of the Agreement, as

distinct from fraud in the inducement of the forum selection

clause specifically, is insufficient to defeat the forum

selection clause.”), aff’d, 181 F.3d 82 (2d Cir. 1999). It is

unclear at this stage whether there exists an enforceable

arbitration agreement signed by both parties. But Shalam —

against whom the forum-selection clause is being enforced — does

not dispute that the parties freely consented to jurisdiction in

New York. See, e.g., Oral Arg. Tr. 3:17-20, ECF No. 19 (“THE

COURT: Is there a binding arbitration agreement here? [DEFENSE

COUNSEL:] Your Honor, it’s our position that there is.”). For

present purposes, that is sufficient.

Shalam’s consent to personal jurisdiction in New York

for proceedings to confirm or vacate the arbitration award does

not, however, extend to Mazor’s other claims. “When determining

the scope of a forum selection clause, the Court examines the

substance of the claims . . . and relates the substance of the

claims to the precise language of the clause . . . .” Miller

Fam. Indus., Inc. v. Ives, No. 25-CV-2923, 2025 WL 2205937, at

*5 (S.D.N.Y. Aug. 4, 2025). Here, the forum-selection clause

applies only to an “action or proceeding to confirm or enforce a

decree of the arbitrator.” Pl.’s Ex. B.

Because none of Counts One through Four seeks to

confirm or challenge the arbitrator’s decree, those claims are

clearly not encompassed by the forum-selection clause. Cf.

Shalik v. Coleman, 975 N.Y.S.2d 741, 743 (App. Div. 2d Dep’t

2013) (“Although an agreement to arbitrate disputes in New York

constitutes consent to personal jurisdiction in New York, such

consent is limited to enforcement of the arbitration award or

other arbitration-related proceedings.”). We must therefore

determine whether there is general or specific personal

jurisdiction over those claims.

2. The Court Does Not Have General Jurisdiction

“In diversity cases arising in this Circuit, personal

jurisdiction is determined by the law of the state in which the

district court sits . . . .” DiStefano, 286 F.3d at 84.

Accordingly, Section 301 of the New York Civil Practice Law and

Rules governs. See Thackurdeen v. Duke Univ., 130 F. Supp. 3d

792, 798 (S.D.N.Y. 2015), aff’d, 660 F. App’x 43 (2d Cir. 2016).

“Section 301, as construed by the New York courts, permits a

court to exercise jurisdiction over a [nondomiciliary] . . . if

the defendant is engaged in such a continuous and systematic

course of doing business here as to warrant a finding of its

presence in this jurisdiction.” Landoil Res. Corp. v. Alexander

& Alexander Servs., Inc., 918 F.2d 1039, 1043 (2d Cir. 1990);

see also Waldman v. Palestine Liberation Org., 835 F.3d 317, 332

(2d Cir. 2016) (holding same test for general jurisdiction

applies to both corporations and individuals). Because “general

jurisdiction is not related to the events giving rise to the

suit,” In re Terrorist Attacks on Sept. 11, 2001, 714 F.3d 659,

674 (2d Cir. 2013), it applies equally (or not) to each of

Mazor’s remaining claims.

Mazor has failed to establish a prima facie case for

general personal jurisdiction over Shalam. Shalam is domiciled

in New Jersey, see Compl. ¶ 2, and has not consented to

jurisdiction in New York beyond proceedings related to the

arbitration, as discussed above. Nor has Shalam engaged in a

“systematic and continuous course of business” in New York.

Mazor alleges that there were “multiple occasions” on which

Shalam “travelled to New York” to meet with him, Mazor Aff. ¶ 5,

but he does not provide the “factual specificity necessary to

confer jurisdiction.” Jazini v. Nissan Motor Co., 148 F.3d 181,

185 (2d Cir. 1998). The only specific meetings in New York that

Mazor can identify are the arbitration and the meeting in

September 2021. Mazor Aff. ¶¶ 6, 10. And, in any case,

“[a]lleged attendance at sporadic meetings in New York is not

sufficient to establish general jurisdiction.” Hua Xue v.

Jensen, No. 19-CV-1761, 2020 WL 6825676, at *5 (S.D.N.Y. Nov.

19, 2020) (collecting cases).

3. The Court Does Not Have Specific Jurisdiction

In the absence of general jurisdiction, Mazor must

make a prima facie showing that the Court has specific

jurisdiction under New York’s long-arm statute. See N.Y.

C.P.L.R. § 302(a). Mazor invokes the first three bases for

jurisdiction under that statute, which provides that

a court may exercise personal jurisdiction over any

non-domiciliary . . . who in person or through an

agent: (1) transacts any business within the state or

contracts anywhere to supply goods or services in the

state; or (2) commits a tortious act within the

state . . . ; or (3) commits a tortious act without

the state causing injury to person or property within

the state . . . if he (i) regularly does or solicits

business, or engages in any other persistent course of

conduct, or derives substantial revenue from goods

used or consumed or services rendered, in the state,

or (ii) expects or should reasonably expect the act to

have consequences in the state and derives substantial

revenue from interstate or international commerce.

Id.; see also Opp’n Br. 10-12. None of subsections (1), (2) or

(3) provides jurisdiction here.

a. Section 302(a)(1) Does Not Provide

Jurisdiction

To determine the existence of jurisdiction under

Section 302(a)(1), “a court must decide (1) whether the

defendant transacts any business in New York and, if so,

(2) whether this cause of action arises from such a business

transaction.” Best Van Lines, 490 F.3d at 246. “New York

courts define ‘transacting business’ as purposeful activity —

some act by which the defendant purposefully avails itself of

the privilege of conducting activities within the forum State,

thus invoking the benefits and protections of its laws.” Id.

Meanwhile, the second part of the test will be met “if there is

an articulable nexus, or a substantial relationship, between the

claim asserted and the actions that occurred in New York.” Id.

Here, the analysis under Section 302(a)(1) is identical for

Counts One through Four because they all arise from the same set

of business transactions. See Opp’n Br. 11 (conceding as much).

Mazor’s allegations regarding Shalam’s New York

business transactions are too vague to support personal

jurisdiction under Section 302(a)(1). Mazor avers that “[many]

of the discussions that took place related to the funding for

the formation of 19 E and for the later purchase of the property

took place in New York,” whether through in-person meetings,

phone calls Shalam placed to Mazor in New York, or messages

conveyed by Massre to Mazor in New York. Mazor Aff. ¶ 5. But

the mere fact that certain negotiations and communications took

place in New York — without any greater specificity about the

role those communications played in the formation of a New

Jersey LLC and the purchase of New Jersey property — is

insufficient to establish that Shalam was transacting business

in New York. See, e.g., Paterno v. Laser Spine Inst., 23 N.E.3d

988, 994 (N.Y. 2014) (“[I]t is not the quantity but the quality

of contacts that matters under our long-arm jurisdiction

analysis.”); PaineWebber Inc. v. WHV, Inc., No. 95-CV-52, 1995

WL 296398, at *3 (S.D.N.Y. May 16, 1995) (“[O]ccasional meetings

in the forum state that are exploratory, unproductive or

insubstantial are insufficient to establish requisite contacts

with the state.”); Kimco Exch. Place Corp. v. Thomas Benz, Inc.,

824 N.Y.S.2d 353, 354 (App. Div. 2d Dep’t 2006) (“[F]axing the

executed contracts to New York and . . . making a few telephone

calls do not qualify as . . . the transacting of business . . .

but rather were merely attempts to contact the plaintiff.”).

By contrast, cases in which courts have found that

meetings or negotiations in New York were sufficient to confer

jurisdiction under Section 302(a)(1) have involved more specific

allegations about the significance of those meetings to the

relevant business transaction. D & R Glob. Selections, S.L. v.

Bodega Olegario Falcon Pineiro, 78 N.E.3d 1172, 1176 (N.Y. 2017)

(jurisdiction existed where “defendant physically present in New

York on several occasions” and its activities “resulted in the

purposeful creation of a continuing relationship with a New York

corporation”); State v. Vayu, Inc., 206 N.E.3d 1236, 1241 (N.Y.

2023) (jurisdiction existed where “meeting in New York, and the

follow up communications[] designedly and materially forwarded

the negotiation”).

In arguing that there is jurisdiction under Section

302(a)(1), Mazor relies heavily on the fact that the arbitration

took place in New York. But “an attempt to settle differences[]

with respect to a preexisting contract . . . does not support

the exercise personal jurisdiction” because it does not

“demonstrate purposeful activity by the defendants in this State

that was undertaken in connection with the transactions at

issue.” Mahtani v. C. Ramon, Inc., 562 N.Y.S.2d 695, 696 (App.

Div. 1st Dep’t 1990). The parties’ September 2021 meeting, see

Mazor Aff. ¶ 10, is immaterial for the same reason — it post-

dates the alleged fraud. Cf. Oral Arg. Tr. 28:10-13 (denial by

plaintiff’s counsel that any fraud occurred at that meeting).

Therefore, Section 302(a)(1) does not provide a basis

for personal jurisdiction over Counts One through Four.

b. Section 302(a)(2) Does Not Provide

Jurisdiction

Section 302(a)(2) provides for jurisdiction over a

non-domiciliary defendant who “commit[ted] a tortious act within

the state.” N.Y. C.P.L.R. § 302(a)(2) (emphasis added).

Because Section 302(a)(2) is limited to tort claims, Mazor

“cannot rely on this provision to authorize specific

jurisdiction for [his] contract claim,” here, Count Four. AVRA

Surgical Robotics, Inc. v. Gombert, 41 F. Supp. 3d 350, 360

(S.D.N.Y. 2014).

As to Counts One through Three, Mazor has alleged no

specific tortious act that Shalam committed while in New York.

Mazor refers generally to negotiations and meetings that took

place both in person in New York and by phone when he was in New

York. See Mazor Aff. ¶ 5. But he does not aver that all his

meetings with Shalam took place in New York. See id. (“Much of

the discussions . . . took place in New York.”). Nor does he

specify when or where any particular fraudulent act occurred.

See Oral Arg. Tr. 22:25-23:11 (“THE COURT: Do you know who was

where [when the fraudulent statements at issue were made]? . . .

Sounds like the answer is we don’t know. [PLAINTIFF’S COUNSEL]:

Yes.”). In the absence of more specific allegations, we are

unable to conclude that the purported fraud occurred in New

York. See, e.g., N. Valley Partners, LLC v. Jenkins, 885

N.Y.S.2d 712 (Sup. Ct. 2009) (concluding plaintiffs had failed

to establish personal jurisdiction under Section 302(a)(2)

because “there [were] no allegations regarding how or where the

alleged fraudulent misrepresentations were made”).

Indeed, in opposing the motion to dismiss, the only

example of “tortious conduct in New York State” Mazor provides

is “the arbitration process.” Opp’n Br. 11. But again, the

arbitration was an attempt to resolve the dispute underlying

Counts One through Three, so it cannot form the basis for

jurisdiction over those claims.

c. Section 302(a)(3) Does Not Provide

Jurisdiction

Finally, Section 302(a)(3) permits jurisdiction over

non-domiciliary defendants who commit tortious acts outside of

New York that cause injury to persons or property within New

York. N.Y. C.P.L.R. § 302(a)(3). Jurisdiction under this

provision is subject to the additional limitation that the

defendant either

(i) regularly does or solicits business, or engages in

any other persistent course of conduct, or derives

substantial revenue from goods used or consumed or

services rendered, in the state, or (ii) expects or

should reasonably expect the act to have consequences

in the state and derives substantial revenue from

interstate or international commerce . . . .

Id. Mazor fails to plead facts that establish a prima facie

case for personal jurisdiction under this provision.

Again, Section 302(a)(3) requires a tortious act, so

it does not apply to Mazor’s fourth cause of action for

“specific performance” — to the extent that claim is even

cognizable. See ALS Cap. Ventures, LLC v. Lincoln Life &

Annuity Co., No. 18-CV-4551, 2019 WL 5864172, at *4 (E.D.N.Y.

Nov. 8, 2019) (“Under New York law, specific performance is an

equitable remedy for a breach of contract, rather than a

separate cause of action.”); Jonas v. Est. of Leven, 116 F.

Supp. 3d 314, 332 (S.D.N.Y. 2015) (“New York courts routinely

hold that a breach of contract claim does not constitute a

tortious act and may not form the basis of long-arm jurisdiction

pursuant to section 302(a)(3).”) (collecting cases).

As to Counts One through Three, Mazor has failed to

establish that “the original event which caused the injury”

occurred in New York and that it was “not [simply] the location

where the resultant damages are felt by the plaintiff.”

Whitaker v. Am. Telecasting, Inc., 261 F.3d 196, 209 (2d Cir.

2001) (defining the situs of injury). “Courts examining cases

involving misrepresentations have . . . often found that the

situs of injury is New York when the original reliance or other

first event causing the injury,” such as the disbursement of

funds, “occurs in New York.” Bank Brussels Lambert, 171 F.3d at

792. Here, the first events causing injury were Shalam’s

decision to leave Mazor off the LLC agreement and Mazor’s

disbursement of $90,000 to help purchase 19 East Elizabeth

Avenue. And neither Mazor’s complaint nor his affidavit

identifies where the LLC agreement was drawn up or where the

funds were disbursed from. Accordingly, he has not established

that the situs of injury was New York.

In sum, Mazor has not provided a prima facie showing

that supports specific jurisdiction over Shalam under New York’s

long arm statute for Counts One through Four.

B. Forum Non Conveniens

Because we find that the Court has personal

jurisdiction over Count Five, we must address Shalam’s argument

that New Jersey would be a more appropriate forum. We agree

that it is and therefore grant Shalam’s motion to dismiss Count

Five on the ground of forum non conveniens.

“The forum non conveniens determination is committed

to the sound discretion of the trial court.” Piper Aircraft Co.

v. Reyno, 454 U.S. 235, 257 (1981). Nonetheless, the Second

Circuit has set out a three-step inquiry to “guide the exercise

of that discretion.” Norex Petroleum Ltd. v. Access Indus.,

Inc., 416 F.3d 146, 153 (2d Cir. 2005).

First, we determine what level of deference to give to

Mazor’s choice of forum. See Iragorri v. United Techs. Corp.,

274 F.3d 65, 70–73 (2d Cir. 2001). Where, as here, the

plaintiff has sued in his home forum, “plaintiff’s choice of

forum is generally entitled to great deference.” Id. at 71.

Still, “this deference is not dispositive.” Id.

Second, we assess whether there is an adequate

alternative forum. See id. at 73. “Ordinarily, this

requirement will be satisfied when the defendant is amenable to

process in the other [proposed] jurisdiction.” Piper Aircraft,

454 U.S. at 254 n.22. Because Shalam is a resident of New

Jersey, see Compl. ¶ 2, he is clearly amenable to process in

that state.

Finally, we balance private and public interest

factors. Iragorri, 274 F.3d at 73. Relevant private interest

factors include

the relative ease of access to sources of proof;

availability of compulsory process for attendance of

unwilling, and the cost of obtaining attendance of

willing, witnesses; possibility of view of premises,

if view would be appropriate to the action; and all

other practical problems that make trial of a case

easy, expeditious and inexpensive.

Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947). Meanwhile,

relevant public interest factors are judicial economy,

localities’ interests in deciding their own controversies, and

avoidance of problems in conflict of law. Id. at 509.

Here, the balance of private and public interest

factors favors New Jersey. Neither choice of forum is likely to

generate substantial inconvenience or expense, given their

geographic proximity. But at its essence, this is a New Jersey

dispute: it involves a New Jersey property and a New Jersey LLC.

Shalam Aff. ¶¶ 4-5; Mazor Aff. ¶¶ 4-5. It is true that the

arbitration award challenged in Count Five was issued in New

York. But trying that claim separately from Mazor’s others —

over which this Court lacks personal jurisdiction — would not be

in the interest of judicial economy. Accordingly, we dismiss

Count Five for forum non conveniens.

Mazor responds only that Shalam waived his ability to

argue forum non conveniens when he consented to personal

jurisdiction in New York. See Opp’n Br. 13. But the

Arbitration Agreement states that “the parties submit themselves

to the personal jurisdiction of the courts of the State of New

York and any court of competent jurisdiction.” E.g., Pl.’s Ex.

B (emphasis added).6 This provision is thus better understood as

“a permissive consent-to-jurisdiction provision, and not a

mandatory and exclusive forum selection clause,” meaning that

“normal forum non conveniens analysis is applicable.” Blanco v.

Banco Indus. de Venez., S.A., 997 F.2d 974, 979-80 (2d Cir.

1993); see also Aguas Lenders Recovery Grp. v. Suez, S.A., 585

F.3d 696, 700 (2d Cir. 2009) (similar). Accordingly, the

conclusion stands that New Jersey is a more appropriate forum

for this action.

Conclusion

For the foregoing reasons, Shalam’s motion to dismiss

is granted without prejudice to Mazor refiling in an appropriate

6 The copies of the arbitration agreement submitted by both parties also

include the handwritten addition of “& New Jersey” after the typed statement

that the “decree of the arbitrator shall be enforceable in the courts of New

York State.” See Pl.’s Ex. B; Def.’s Ex. A.

jurisdiction. The Clerk of the Court is respectfully directed

to enter judgment and to close this case.

SO ORDERED.

/s/ Eric Komitee

ERIC KOMITEE

United States District Judge

Dated: July 6, 2026

Brooklyn, New York