Name of Assigned Judge or Magistrate Judge Amy J. St. Eve Sitting Judge if Other than Assigned Judge
Defendants' Rule 12(b)(3) motion  is denied. Defendants must answer the Complaint or otherwise plead, consistent with the applicable rules, by 7/2/12. Status hearing set for 8/7/12 is stricken and reset to 7/13/12 at 8:30 a.m.
O[ For further details see text below.] Notices mailed by Judicial staff.
Plaintiff CHC Cobrasource, Inc. ("Cobrasource") filed this breach of contract action against Mangrove Cobrasource, Inc. ("Mangrove"), Mangrove Employer Services, Inc. ("Mangrove Employer"), Richard S. Cangemi ("Cangemi"), and Paul D. Zugay ("Zugay") (collectively, "Defendants") on January 30, 2012. On March 13, 2012, Defendants removed the case to federal court based on diversity jurisdiction. Before the Court is Defendants' motion to dismiss for improper venue pursuant to Federal Rule of Civil Procedure 12(b)(3). For the reasons set forth below, the Court denies the motion.
Cobrasource's claims relate to a promissory note dated January 1, 2011 between Cobrasource and Mangrove (the "Promissory Note"). According to Cobrasource, the terms of the Promissory Note obligated Mangrove to pay Cobrasource $1,000,000.00 (the "Principal") and $50,000.00 in accrued interest (the "Interest") on December 31, 2011. (R. 6-1, Compl. ¶ 8 & Ex. A.) Cobrasource alleges that on January 1, 2011, Mangrove Employer, Cangemi, and Zugay executed separate guaranty agreements with Cobrasource, pursuant to which they "unconditionally, directly, and absolutely guarantee[d] the payment and performance" of Mangrove's obligations under the Promissory Note (collectively, the "Guaranties"). (Id. ¶¶ 9-11 & Exs. B-D.)
On December 30, 2011, Mangrove allegedly mailed a letter to Cobrasource (the "Letter"), enclosing a check in the amount of $888,794.08 (the "Check"). (Id. ¶¶ 12-13 & Ex. E.) The Letter states that Cobrasource's negotiation of the Check will constitute an accord and satisfaction of the Promissory Note. (Id. ¶ 14 & Ex. E.) Cobrasource has not negotiated the Check. (Id. ¶ 15.) Mangrove has not paid the Principal and Interest to Cobrasource under the Promissory Note. (Id. ¶ 17.) Cobrasource alleges claims for "collection of loan" and breach of contract, and seeks a judgment against Defendants, jointly and severally, of $1,050,000.00, plus interest that has accrued since December 31, 2011. (Id., Prayer for Relief.) Cobrasource also seeks costs and attorney's fees. (Id.)
II. The Forum Selection Clauses
The Promissory Note, which is attached to Cobrasource's Complaint, contains a ...