Top Office Pros Business Services, Inc. v. JPMorgan Chase Bank N.A.

Background

Top Office Pros Business Services, Inc. sued JPMorgan Chase Bank N.A. after Chase rejected a wire transfer intended for an account at Chase. Top Office alleged that Chase used an internal policy to reject transactions involving Jacob Gitman and companies associated with him, and that Chase’s rejection notices falsely referred to sanctions, investigations by the Office of Foreign Assets Control, or internal bank policy. Top Office asserted claims for declaratory relief, tortious interference with contract, defamation, and violations of New York, Florida, and California statutes.

Chase moved to transfer the case to the Southern District of Florida under the first-filed rule or, alternatively, under 28 U.S.C. § 1404(a). The first-filed rule generally gives priority to the federal court where a related lawsuit was filed first. The relevant earlier-filed Florida case was brought by Sinai Holdings, LLC, which the opinion described as a company owned and operated by Jacob Gitman. The opinion also discussed an earlier Monarch action in Florida, but that case was no longer pending.

Court’s Analysis

The court held that the New York action and the Sinai action involved substantially similar parties and interests. Although Top Office argued that it was a separate legal entity, the court noted that Sinai was described in the complaint as a corporate officer of Top Office, owned 25% of Top Office’s shares, and was connected with Top Office through Jacob Gitman. The court found that both cases challenged the same alleged Chase practices: rejecting payments involving Gitman and his companies and sending standardized notices referring to sanctions, internal policy, or an Office of Foreign Assets Control investigation.

The court also found substantial overlap in the factual and legal issues. Both cases concerned Chase’s alleged internal policies, its treatment of Gitman-related companies, and similar rejection notices and requested declaratory relief. The court acknowledged differences between the cases, including Top Office’s contracts and additional state-law claims, but found those differences less important because the claims arose from the same alleged conduct.

The court rejected the possible exceptions to the first-filed rule. It found no special circumstances, such as deceptive conduct or an improper anticipatory filing, that would justify giving priority to the later-filed New York action. It also found that the balance of convenience did not favor New York. Top Office was based in Florida, the witness and compulsory-process factors did not weigh against transfer, and the documents, party convenience, location of operative facts, and parties’ relative means were neutral. Because the first-filed rule applied and the convenience factors did not overcome it, the court did not separately analyze the request under Section 1404(a).

Disposition

The court granted Chase’s motion to transfer at ECF No. 10. It directed the Clerk of Court to transfer the case to the U.S. District Court for the Southern District of Florida and to administratively close the New York docket after seven days, on October 6, 2025. The order resolved venue only; it did not decide whether Top Office’s underlying claims were legally valid or whether Chase was liable.