Meet Recruitment, Inc. v. Neuro42, Inc.

Background

Meet Recruitment Inc. sued Neuro42, Inc. seeking payment for services provided under an agreement dated February 23, 2024. The complaint asserted claims for account stated, breach of contract, and unjust enrichment.

Section 8.1 of the agreement provided: “These terms Shall be construed in accordance with the laws of the State of New York and the parties submit to the exclusive authority of the jurisdiction of the courts of the State of New York.”

Neuro42 moved to dismiss the entire action under the common-law doctrine of forum non conveniens, arguing that the agreement required any action to be brought in New York state court rather than federal court. Alternatively, Neuro42 asked the court to dismiss the account-stated and unjust-enrichment claims under Federal Rule of Civil Procedure 12(b)(6) as duplicative of the breach-of-contract claim.

Court’s Analysis

The court applied the four-part test for enforcing a forum-selection clause: whether the clause was reasonably communicated, whether it was mandatory or permissive, whether the claims and parties were covered, and whether the party resisting enforcement rebutted the presumption that the clause was enforceable.

The court held that the clause was reasonably communicated because it appeared in Meet’s own agreement, which displayed Meet’s logo and company name. The clause was mandatory because it required the parties to submit to the exclusive authority of the courts of the State of New York. The court interpreted the phrase “of the State of New York” as limiting the forum to New York state courts, rather than including federal courts located in New York. It also found that the dispute and the parties were covered because the lawsuit arose from the agreement. Finally, the court found that Meet had not rebutted the presumption that the clause was enforceable.

Disposition

The court held that the action should be dismissed under the forum-selection clause and the forum non conveniens doctrine. Judge Stewart D. Aaron granted Neuro42’s motion to dismiss and dismissed the case without prejudice. The court did not reach Neuro42’s alternative Rule 12(b)(6) motion concerning the first and third causes of action. The Clerk of Court was asked to close the case.