{"cached_at":"2026-10-26T10:43:43.124626+00:00","cl_docket_id":"67515191","docket":{"resource_uri":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","id":67515191,"court":"https://www.courtlistener.com/api/rest/v4/courts/pamd/","court_id":"pamd","original_court_info":null,"idb_data":null,"clusters":["https://www.courtlistener.com/api/rest/v4/clusters/9947867/"],"audio_files":[],"assigned_to":"https://www.courtlistener.com/api/rest/v4/people/9515/","referred_to":null,"bankruptcy_information":null,"absolute_url":"/docket/67515191/housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company/","date_created":"2023-06-20T20:08:01.291176-07:00","date_modified":"2025-05-07T00:53:50.279728-07:00","source":1,"appeal_from_str":"","assigned_to_str":"Joseph F. Saporito (mj), Jr","referred_to_str":"","panel_str":"","date_last_index":"2023-06-20T20:08:07.847751-07:00","date_cert_granted":null,"date_cert_denied":null,"date_argued":null,"date_reargued":null,"date_reargument_denied":null,"date_filed":"2023-06-16","date_terminated":"2024-03-25","date_last_filing":"2024-04-01","case_name_short":"","case_name":"Housing and Redevelopment Insurance Exchange v. Guy Carpenter & Company, LLC","case_name_full":"","slug":"housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company","docket_number":"3:23-cv-00996","docket_number_core":"2300996","docket_number_raw":"3:23-cv-00996","docket_number_source":0,"federal_dn_office_code":"3","federal_dn_case_type":"cv","federal_dn_judge_initials_assigned":"JFS","federal_dn_judge_initials_referred":"","federal_defendant_number":null,"pacer_case_id":"138381","cause":"28:1332 Diversity-Other Contract","nature_of_suit":"Contract: Other","jury_demand":"Plaintiff","jurisdiction_type":"Diversity","appellate_fee_status":"","appellate_case_type_information":"","mdl_status":"","filepath_ia":"","filepath_ia_json":"","ia_upload_failure_count":null,"ia_needs_upload":true,"ia_date_first_change":"2023-06-20T20:08:01.284100-07:00","date_blocked":null,"blocked":false,"appeal_from":null,"parent_docket":null,"tags":[],"panel":[]},"parties":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/12698181/","id":12698181,"attorneys":[],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2023-06-20T20:08:07.736105-07:00","date_modified":"2023-06-20T20:08:07.736118-07:00","name":"Guy Carpenter & Company, LLC","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/12698180/","id":12698180,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/8497695/","attorney_id":8497695,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/8497695/","attorney_id":8497695,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/8497696/","attorney_id":8497696,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/8497696/","attorney_id":8497696,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","docket_id":67515191,"name":"Plaintiff","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2023-06-20T20:08:07.687242-07:00","date_modified":"2023-06-20T20:08:07.687252-07:00","name":"Housing and Redevelopment Insurance Exchange","extra_info":""}],"entries":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/382046135/","id":382046135,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/389857295/","id":389857295,"tags":[],"absolute_url":"/docket/67515191/15/housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company/","date_created":"2024-03-26T01:37:47.321152-07:00","date_modified":"2024-03-30T01:36:19.710313-07:00","sha1":"b93ba1d8abae933e23ee77451d3c3be09957181b","page_count":27,"file_size":175362,"filepath_local":"recap/gov.uscourts.pamd.138381/gov.uscourts.pamd.138381.15.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.pamd.138381/gov.uscourts.pamd.138381.15.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 1 of 27\n\n\n\n\n                  UNITED STATES DISTRICT COURT\n                 MIDDLE DISTRICT OF PENNSYLVANIA\n\nHOUSING AND\nREDEVELOPMENT\nINSURANCE EXCHANGE,\n\n            Plaintiff,                 CIVIL ACTION NO. 3:23-CV-0996\n\n            v.                         (SAPORITO, C.M.J.)\n\nGUY CARPENTER & COMPANY,\nLLC,\n\n            Defendant.\n\n                             MEMORANDUM\n\n      This matter comes before the court on a motion by the defendant to\n\ndismiss or transfer this diversity action pursuant to a contractual forum-\n\nselection clause. Doc. 11. The motion is fully briefed and ripe for decision.\n\nSee Doc. 11; Doc. 12; Doc. 14.\n\n I.   BACKGROUND\n\n      The plaintiff, Housing and Redevelopment Insurance Exchange\n\n(\u201cHARIE\u201d), is a non-profit reciprocal insurance exchange organized under\n\nthe laws of Pennsylvania, which maintains its principal place of business\n\nthere as well. HARIE provides insurance coverage exclusively to public\n\nhousing and redevelopment authorities and other municipal entities in\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 2 of 27\n\n\n\n\nPennsylvania. In order to safeguard its ability to meet its insureds\u2019 needs\n\nand provide prompt claim payment, HARIE obtains reinsurance for\n\ncertain lines of insurance that it underwrites, including property and\n\ncasualty, workers compensation, and various other monoline coverage\n\nlines. See generally N. River Ins. Co. v. CIGNA Reinsurance Co., 52 F.3d\n\n1194, 1198\u20131200 (3d Cir. 1995) (providing an overview of how reinsurance\n\ncoverage functions).\n\n     The defendant, Guy Carpenter & Company, LLC (\u201cGuy Carpenter\u201d),\n\nis a single-member limited liability company organized under the laws of\n\nDelaware, which maintains its principal place of business in New York.\n\nGuy Carpenter\u2019s sole member, Marsh U.S.A., Inc., is a Delaware\n\ncorporation with its principal place of business in New York as well. Guy\n\nCarpenter is a reinsurance intermediary, responsible for locating,\n\nnegotiating, and placing treaty reinsurance contracts on behalf of a\n\nreinsured, and for administering the reinsurance program thereafter, all\n\nin exchange for a brokerage fee, which is paid out of the premium ceded\n\nfrom reinsured to reinsurer. See generally id.\n\n     In December 2009, HARIE first selected Guy Carpenter to serve as\n\nits reinsurance intermediary and broker of record, entering into a\n\n\n\n                                   -2-\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 3 of 27\n\n\n\n\nReinsurance Intermediary Authorization contract effective December 10,\n\n2009. 1 This original contract governing the parties\u2019 relationship, however,\n\nwas superseded several years later, when HARIE and Guy Carpenter\n\nexecuted   an   Amended and Restated Reinsurance               Intermediary\n\nAuthorization contract effective August 17, 2016 (the \u201cAmended RIA\u201d).2\n\nThe Amended RIA expressly provided that it contained \u201cthe entire\n\nagreement and understanding of the Parties and supersede[d] all prior\n\nnegotiations and oral statements related thereto.\u201d Am. RIA \u00a7 XII(A). The\n\nAmended RIA further provided that it could only be amended, altered, or\n\nmodified by written amendment executed by both parties. Id. \u00a7 XII(B).\n\nThe Amended RIA did not contain a choice of law or forum-selection\n\nclause. The Amended RIA expressly provided that the contract was \u201cat\n\nwill,\u201d with an indefinite term, and it permitted either party to terminate\n\nthe agreement at any time by written notice. Id. \u00a7 VIII(A).\n\n     Under the Amended RIA, Guy Carpenter served as a reinsurance\n\nintermediary and broker of record for HARIE, responsible for locating,\n\nnegotiating, and placing treaty reinsurance contracts on behalf of\n\n\n\n\n     1 Pl.\u2019s Ex. 1, Doc. 12-2.\n     2 Pl.\u2019s Ex. 2, Doc. 12-3; Def.\u2019s Ex. 3, Doc. 11-1, at 38\u201345.\n\n\n\n                                    -3-\n\f        Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 4 of 27\n\n\n\n\nHARIE, and for administering HARIE\u2019s reinsurance program, including\n\nhandling of the payments of premiums and losses thereunder. In this\n\nlatter capacity, the parties expressly agreed that all funds owed or due to\n\nHARIE from its reinsurers would be collected and held by Guy Carpenter\n\nin a fiduciary capacity, deposited in a qualified U.S. financial institution,\n\nand remitted by Guy Carpenter to HARIE within 30 days of receipt. See\n\nid. \u00a7 IV.\n\n      From the inception of the parties\u2019 contractual relationship in 2009\n\nthrough the end of 2019, Peter Taubenheim served as HARIE\u2019s principal\n\ncontact at Guy Carpenter. In 2019, Taubenheim announced his\n\nretirement from Guy Carpenter, effective at year\u2019s end. In an effort to\n\nentice HARIE to not terminate the Amended RIA, Guy Carpenter agreed\n\nto reduce the brokerage fee it earned for procuring or administering\n\nreinsurance    contracts   over   a    fixed   three-year   term,   with   an\n\nunderstanding that Taubenheim would continue to serve in a consultant\n\nrole, and this reduction in brokerage fees would be used by HARIE to pay\n\nhis consulting fees.\n\n      To memorialize the terms of this agreement, Guy Carpenter drafted\n\na separate three-page letter agreement entitled \u201cBroker Services\n\n\n\n                                      -4-\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 5 of 27\n\n\n\n\nAgreement,\u201d dated and signed by a representative of Guy Carpenter on\n\nApril 14, 2020, and countersigned by a representative of HARIE on June\n\n15, 2020 (the \u201cBSA\u201d).3 The BSA provided that it was effective for a term\n\nof three years, beginning January 1, 2020, and continuing through\n\nDecember 31, 2022. BSA 1. During this term, the brokerage fees owed to\n\nGuy Carpenter by HARIE were to be reduced by a \u201cBSA Retention\u201d of\n\ntwenty percent. Id. HARIE\u2019s entitlement to this BSA Retention, however,\n\nwas conditioned upon its continued brokerage relationship with Guy\n\nCarpenter. In the event that HARIE terminated Guy Carpenter as its\n\nbroker of record with respect to any given reinsurance treaty while in\n\nforce or upon renewal, the BSA provided that the brokerage fees for that\n\nreinsurance treaty would be excluded from the BSA Retention\n\ncalculation. Id. at 2. Moreover, if HARIE terminated Guy Carpenter as\n\nbroker of record with respect to fifty percent or more of its in-force\n\nreinsurance treaties prior to expiration of the BSA\u2019s three-year term, the\n\nBSA provided that all BSA Retentions accrued over the twelve months\n\npreceding such termination would be forfeited to Guy Carpenter. Id. The\n\nBSA contained a choice of law provision, providing that the BSA \u201cshall be\n\n\n     3 Def.\u2019s Ex. 1, Doc. 11-1, at 3\u201310.\n\n\n\n                                    -5-\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 6 of 27\n\n\n\n\ngoverned by and construed in accordance with the laws of the State of\n\nNew York.\u201d Id. at 3. It also contained a forum-selection clause, which\n\nstated: \u201cThe parties hereby agree to the exclusive jurisdiction of the\n\nSupreme Court of the State of New York, New York County, or the\n\nSouthern District of New York federal district court, for the resolution of\n\nany disputes raising issues regarding the construction, meaning or\n\nenforcement of the terms of this agreement.\u201d Id.\n\n     HARIE continued to use Guy Carpenter as its reinsurance\n\nintermediary and broker of record through the end of calendar year 2022.\n\nAs the BSA had contemplated, the BSA Retentions were used to retain\n\nTaubenheim as a consultant.\n\n     In late 2022, HARIE solicited requests for proposals from qualified\n\nreinsurance intermediaries for placing and administering HARIE\u2019s\n\nreinsurance coverage in 2023. Guy Carpenter was one of several\n\nreinsurance intermediaries invited to submit a proposal. Ultimately,\n\nhowever, HARIE selected a different company\u2014McGill Global Risk\n\nSolutions LLC (\u201cMcGill\u201d)\u2014to serve as its reinsurance intermediary and\n\nbroker of record with respect to reinsurance coverage beginning January\n\n1, 2023.\n\n\n\n                                   -6-\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 7 of 27\n\n\n\n\n     On November 30, 2022, HARIE provided Guy Carpenter with\n\nwritten notice that McGill would serve as HARIE\u2019s reinsurance\n\nintermediary and broker of record with respect to reinsurance placed on\n\nor after January 1, 2023. 4 The November 30, 2022, letter, however, also\n\nexpressly confirmed that Guy Carpenter would remain broker of record\n\nresponsible for servicing reinsurance treaties it had previously procured\n\nfor HARIE.\n\n     On December 22, 2022, Guy Carpenter wrote to advise HARIE that\n\nit had deducted $101,646.20 from the fiduciary account it held on behalf\n\nof HARIE, and paid that amount over to itself, contending that the funds\n\nrepresented BSA Retention for the 2022 calendar year, which had been\n\nforfeited by HARIE upon termination of Guy Carpenter as broker of\n\nrecord, pursuant to the BSA. In response, HARIE contended that this\n\ndeduction was not authorized under either the Amended RIA or the BSA,\n\nand it demanded that the funds be remitted to HARIE. Guy Carpenter\n\nrefused.\n\n     After an exchange of written correspondence by the parties and\n\ntheir lawyers, HARIE commenced this action. In its six-count complaint,\n\n\n     4 Def.\u2019s Ex. 4, Doc. 11-1, at 46\u201347.\n\n\n\n                                   -7-\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 8 of 27\n\n\n\n\nHARIE asserts state-law claims for breach of contract, conversion, breach\n\nof fiduciary duty, unjust enrichment, fraudulent inducement, and\n\nmisrepresentation. Based on the forum-selection clause in the BSA, Guy\n\nCarpenter has moved to dismiss this action or transfer it to the United\n\nStates District Court for the Southern District of New York.\n\nII.   DISMISSAL ON FORUM NON CONVENIENS GROUNDS\n\n      The defendant\u2019s preferred relief is dismissal under the common law\n\ndoctrine of forum non conveniens. The Supreme Court of the United\n\nStates has identified the common law doctrine of forum non conveniens\n\nas \u201cthe appropriate way to enforce a forum-selection clause pointing to a\n\nstate or foreign forum.\u201d Atl. Marine Constr. Co. v. U.S. Dist. Ct., 571 U.S.\n\n49, 60 (2013) (emphasis added); see also Collins v. Mary Kay, Inc., 874\n\nF.3d 176, 180 (3d Cir. 2017) (\u201cAtlantic Marine clarified that forum non\n\nconveniens is the proper mechanism for enforcing a forum selection\n\nclause that points to a state or foreign forum.\u201d) (emphasis added).\n\n      But the forum-selection clause at issue here specifically provides\n\nthat a covered dispute be brought in either the New York state trial court\n\nsituated in Manhattan, New York, or the United States District Court for\n\nthe Southern District of New York. Dismissal under the doctrine of forum\n\n\n\n                                   -8-\n\f        Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 9 of 27\n\n\n\n\nnon conveniens is not appropriate in federal cases where the alternative\n\nforum is another federal district court; instead, the appropriate remedy\n\nis a transfer under 28 U.S.C. \u00a7 1404(a). See Atl. Marine, 571 U.S. at 61\n\n(\u201c[F]ederal courts invoke forum non conveniens in cases where the\n\nalternative forum is abroad, and perhaps in rare instances where a state\n\nor territorial court serves litigational convenience best.\u201d) (internal\n\nquotation marks omitted); Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22,\n\n24, 28\u201332 (1988) (holding that \u00a7 1404(a) governed a similar dispute);\n\nRavelo Monegro v. Rosa, 211 F.3d 509, 512\u201313 (9th Cir. 2000) (\u201cSection\n\n1404(a) . . . serves as a statutory substitute for forum non conveniens in\n\nfederal court when the alternative forum is within the territory of the\n\nUnited States.\u201d).\n\n       Accordingly, to the extent it seeks dismissal of this action on forum\n\nnon conveniens grounds, the defendant\u2019s motion will be denied.\n\nIII.   TRANSFER UNDER SECTION 1404(A)\n\n       In the alternative, the defendant requests that this case be\n\ntransferred to the United States District Court for the Southern District\n\nof New York pursuant to 28 U.S.C. \u00a7 1404(a). See generally Atl. Marine,\n\n571 U.S. at 59 (\u201cSection 1404(a) . . . provides a mechanism for\n\n\n\n                                    -9-\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 10 of 27\n\n\n\n\nenforcement of forum-selection clauses that point to a particular federal\n\ndistrict.\u201d). The plaintiff opposes transfer, arguing that its claims arise out\n\nof the Amended RIA only and thus fall outside the scope of the BSA\n\nforum-selection clause.\n\n     \u201cUnder 28 U.S.C. \u00a7 1404(a), a district court may transfer a civil\n\naction to another district where the case might have been brought, or to\n\nwhich the parties have consented, for the convenience of the parties and\n\nwitnesses and in the interest of justice.\u201d In re McGraw-Hill Glob. Educ.\n\nHoldings LLC, 909 F.3d 48, 57 (3d Cir. 2018). In deciding a \u00a7 1404(a)\n\nmotion to transfer, \u201cthe Court may properly consider only those facts\n\nwhich are undisputed or are a matter of record in the form of affidavits,\n\ndepositions, stipulations, or other documents. Mere allegations cannot be\n\ntaken as proof of the facts alleged in support of the motion.\u201d Kisko v. Penn\n\nCent. Transp. Co., 408 F. Supp. 984, 986 (M.D. Pa. 1976) (citation\n\nomitted); see also Plum Tree, Inc. v. Stockment, 488 F.2d 754, 756\u201357 &\n\nn.2 (3d Cir. 1973); Bombin v. Sw. Airlines Co., 529 F. Supp. 3d 411, 417\n\n(E.D. Pa. 2021). Generally, \u201c[t]he \u00a7 1404(a) movant bears the burden of\n\npersuasion.\u201d McGraw-Hill, 909 F.3d at 57; see also Plum Tree, 488 F.2d\n\nat 756; Kisko, 408 F. Supp. at 986. But see Atl. Marine, 571 U.S. at 63,\n\n\n\n                                    - 10 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 11 of 27\n\n\n\n\n67 (holding that, once a valid forum-selection clause is found to apply, it\n\nis the plaintiff, as the party defying the forum-selection clause, who bears\n\nthe burden of showing that public-interest factors overwhelmingly\n\ndisfavor a transfer).\n\n     \u201cA motion to transfer venue is appropriate where, as here, a party\n\ninvokes a forum-selection clause.\u201d Bombin, 529 F. Supp. 3d at 416.\n\n\u201cOrdinarily, in a case not involving a forum selection clause, a court\n\nevaluates a \u00a7 1404(a) motion using such factors as the convenience of the\n\nparties and the relevant public interests.\u201d Mathias v. Caterpillar, Inc.,\n\n203 F. Supp. 3d 57, 574 (E.D. Pa. 2016); see also Atl. Marine, 571 U.S. at\n\n62, 63 n.6 (listing private and public interest factors). \u201cIn Atlantic\n\nMarine, however, the Supreme Court explained that the presence of a\n\nforum-selection clause alters the traditional analysis in several respects.\u201d\n\nReading Health Sys. v. Bear Stearns & Co., 900 F.3d 87, 96 (3d Cir. 2018);\n\nMcGraw-Hill, 909 F.3d at 57.\n\n         In the face of a valid forum selection clause, a district\n         court modifies its analysis in three ways. First, no\n         weight is given to the plaintiff \u2019s choice of forum.\n         Second, the court does not consider arguments about\n         the parties\u2019 private interests. Instead, \u201ca district court\n         may consider arguments about public-interest factors\n         only.\u201d Third, \u201cwhen a party bound by a forum-selection\n         clause flouts its contractual obligation and files suit in\n\n\n                                   - 11 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 12 of 27\n\n\n\n\n         a different forum, a \u00a7 1404(a) transfer of venue will not\n         carry with it the original venue\u2019s choice-of-law rules\u2014\n         a factor that in some circumstances may affect public-\n         interest considerations.\n\nMcGraw-Hill, 909 F.3d at 57 (quoting Atl. Marine, 571 U.S. at 63\u201364)\n\n(citations omitted); see also Reading Health, 900 F.3d at 96. \u201cAs a result,\n\nwhen a court is confronted with a valid forum-selection clause that covers\n\nthe dispute, it must consider only the public-interest factors and \u2018deem\n\nthe private-interest factors to weigh entirely in favor of the preselected\n\nforum.\u2019\u201d Reading Health, 900 F.3d at 96\u201397 (quoting Atl. Marine, 571\n\nU.S. at 64); see also Atl. Marine, 571 U.S. at 64 (\u201cAs a consequence, a\n\ndistrict court may consider arguments about public-interest factors\n\nonly.\u201d). \u201c[B]ecause the public interest factors\u2014the only factors that\n\nremain to be balanced\u2014\u2018will rarely defeat a transfer motion, the practical\n\nresult is that forum-selection clauses should control except in unusual\n\ncases.\u2019\u201d McGraw-Hill, 909 F.3d at 57\u201358 (quoting Atl. Marine, 571 U.S. at\n\n64); see also Atl. Marine, 571 U.S. at 63, 67 (holding that, once a valid\n\nforum-selection clause is found to apply, it is the plaintiff, as the party\n\ndefying the forum-selection clause, who bears the burden of showing that\n\npublic-interest factors overwhelmingly disfavor a transfer).\n\n     Under the Altantic Marine framework, \u201ccourts conduct a two-part\n\n\n                                  - 12 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 13 of 27\n\n\n\n\nanalysis when deciding whether to enforce a forum-selection clause.\u201d\n\nMathias, 203 F. Supp. 3d at 575 & n.3; see also Silvis v. Ambit Energy,\n\nL.P., 90 F. Supp. 3d 393, 397 & n.3 (E.D. Pa. 2015). \u201cFirst, a district court\n\nmust determine whether the forum-selection clause is valid and\n\nenforceable.\u201d Bombin, 529 F. Supp. 3d at 416; Mathias, 203 F. Supp. 3d\n\nat 575; Silvis, 90 F. Supp. 3d at 397. \u201cSecond, a court must consider\n\nwhether, pursuant to \u00a7 1404(a), \u2018extraordinary circumstances\u2019 militate\n\nagainst enforcing the forum-selection clause.\u201d Bombin, 529 F. Supp. 3d at\n\n416\u201317; Mathias, 203 F. Supp. 3d at 575; Silvis, 90 F. Supp. 3d at 397.\n\n     Here, the plaintiff \u2019s opposition is focused on the first step of this\n\nanalysis, arguing that its claims fall outside the scope of the BSA forum-\n\nselection clause. Although federal law controls the second step of the\n\nanalysis\u2014whether to enforce a forum-selection clause\u2014it is state\n\ncontract law that governs interpretation of a forum-selection clause\u2019s\n\nscope. See McGraw-Hill, 909 F.3d at 58; Reading Health, 900 F.3d at 98\n\n& n.48; Collins, 874 F.3d at 180\u201382; Bombin, 529 F. Supp. 3d at 417. 5\n\n\n     5 We note that there appears to be a circuit split on this point. While\n\nthe Third Circuit has held that the scope of a forum-selection clause is\ninterpreted using state contract law, the Ninth Circuit has adopted the\nopposite position. See, e.g., Sun v. Adv. China Healthcare, Inc., 901 F.3d\n                                                  (continued on next page)\n\n                                   - 13 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 14 of 27\n\n\n\n\n     \u201cParties are generally free to specify which law governs a contract\u2019s\n\ninterpretation, and may agree to modify the choice specified in the\n\ncontract.\u201d McGraw-Hill, 909 F.3d at 58. The BSA forum-selection clause\n\nincludes a choice of law provision specifying the laws of the State of New\n\nYork. BSA 3. Guy Carpenter contends that New York state contract law\n\ncontrols the interpretation of the forum-selection clause. See Supp. Br.\n\n13\u201314, Doc. 11; see also Reply Br. 9, 14 n.4 (relying on New York\n\nsubstantive law), Doc. 14. HARIE does not expressly concede this point,\n\nbut merely assumes arguendo that New York state contract law applies.\n\nSee Opp\u2019n Br. 19\u201320, Doc. 12. HARIE does not identify any conflict\n\nbetween New York state law and Pennsylvania state law that would\n\naffect interpretation of the forum-selection clause at issue here, and\n\nHARIE does not affirmatively argue that New York state law is\n\ninapplicable. 6 To determine which state law governs interpretation of the\n\n\n\n1081, 1086 (9th Cir. 2018) (\u201cWe apply federal contract law to interpret\nthe scope of a forum-selection clause even in diversity actions . . . .\u201d).\n      6 We note that, in support of its argument regarding interpretation\n\nof the scope of the BSA forum-selection clause, HARIE relies on several\npre-Atlantic Marine cases from various jurisdictions, most of which do\nnot indicate what substantive body of law was applied in interpreting the\nforum-selection clause in each case. See Mozingo v. Trend Pers. Servs., 51\nEmpl. Benefits Cas. (BL) 2486, 2011 WL 2038716 (D. Kan. May 25, 2011)\n                                                 (continued on next page)\n\n                                  - 14 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 15 of 27\n\n\n\n\n(relying on general contract principles to interpret forum-selection clause\ndesignating a certain Texas state court as exclusive forum for \u201cany\ndispute relating to or arising out of\u201d employment agreement, and finding\nunder facts presented that a Kansas action asserting ERISA claims and\nbreach of an employment separation agreement executed upon\ntermination was outside the scope of that clause); Jayson Co. v. Vertical\nMkt. Software, No. 05-3883, 2006 WL 1374039 (D.N.J. May 18, 2006)\n(relying on general contract principles to interpret forum-selection clause\ndesignating certain Florida state or federal courts as exclusive forums for\naction \u201carising from or incident to\u201d a licensing agreement for standard\nsoftware, and finding under facts presented that a New Jersey action for\nbreach of a separate contract to provide custom software modifications\nwas outside scope of that clause); Nat\u2019l Union Fire Ins. Co. of Pittsburgh\nv. United Transp. Union Ins. Ass\u2019n, No. H-05-4159, 2006 WL 456267 (S.D.\nTex. Feb. 23, 2006) (relying on general contract principles to interpret\nforum-selection clause designating Ohio state courts as exclusive forum\nfor claims \u201cin respect of\u201d undertaking agreement between defendant-\ninsured and a non-party corporate director of the defendant, and finding\nunder facts presented that a Texas action brought by insurer for\nreimbursement of legal fees advanced to the non-party director pursuant\nto a separate liability insurance policy issued by plaintiff-insurer to\ndefendant-insured was outside the scope of that clause); Toner v. Miller,\nNo. 03-3498, 2003 WL 22358446 (E.D. Pa. Sept. 8, 2003) (relying on\ngeneral contract principles to interpret a forum-selection clause\ndesignating Ohio state or federal courts as exclusive forums for action\n\u201carising out of or relating to\u201d a confidentiality agreement, and finding\nunder facts presented that a Pennsylvania action for breach of a separate\nmanagement contract was outside scope of that clause).\n      The plaintiff also cites a Third Circuit case, Cottman Transmission\nSys. v. Martino, 36 F.3d 291 (3d Cir. 1994), which did not involve\ninterpretation of the scope of a forum-selection clause because the\ncontract at issue in Cottman did not include one\u2014the only mention of a\nforum-selection clause was in the opinion\u2019s fact summary, which noted\nthat this case had been consolidated in the trial court with other similar\ncases involving contracts that did include a forum-selection clause.\n      The plaintiff cites a case from a federal district court seated within\n                                                  (continued on next page)\n\n                                   - 15 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 16 of 27\n\n\n\n\nscope of the BSA forum-selection clause, we look to the choice of law rules\n\nof Pennsylvania\u2014the state in which this court sits. See Klaxon Co. v.\n\nStentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941); Collins, 874 F.3d at 183.\n\nPennsylvania courts generally give effect to contractual choice of law\n\nprovisions. See Gay v. CreditInform, 511 F.3d 369, 389\u201390 (3d Cir. 2007);\n\nSmith v. Commonwealth Nat\u2019l Bank, 557 A.2d 775, 777 (Pa. Super. Ct.\n\n1989). Thus, in the absence of any argument to the contrary, we will\n\nhonor the parties\u2019 choice of law selection in the BSA and apply New York\n\nlaw to interpret the scope of its forum-selection clause. To the extent we\n\nhave found it persuasive and not contrary to controlling New York law,\n\nhowever, we rely as well on federal case law applying general principles\n\n\n\nthe Ninth Circuit, Sterling Int\u2019l, Inc. v. Virtools Canada, Inc., No. CV-06-\n0059, 2006 WL 2035515 (E.D. Wash. July 18, 2006), which applied federal\ncontract law to interpret the scope of a forum-selection clause between a\nWashington State company and a Canadian company, making it\ninapposite here. See supra note 5.\n       Finally, the plaintiff cites one post-Atlantic Marine decision by the\nThird Circuit, Reading Health, in which the parties to an action brought\nin a Pennsylvania federal court were found to have waived any choice-of-\nlaw issue by failing to address it in their briefs and by relying on cases\napplying different bodies of law to interpret the scope of a forum-selection\nclause designating a certain New York federal district court as the\nexclusive forum for an action \u201carising out of\u201d a broker-dealer agreement.\nNotwithstanding the noncommittal resolution of this issue in Reading\nHealth, we have considered the case as persuasive authority and address\nit in our analysis below.\n\n                                   - 16 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 17 of 27\n\n\n\n\nof contract law to interpret forum-selection clauses. See Martinez v.\n\nBloomberg LP, 740 F.3d 211, 223 (2d Cir. 2014) (\u201cThis Court has . . . at\n\ntimes cited federal law in interpreting a forum selection clause, even\n\nwhere the contract at issue also contained a choice-of-law clause.\u201d); Bent\n\nv. Zounds Hearing Franchising, LLC, No. 15 Civ. 6555, 2015 WL 7721838,\n\nat *4 n.3 (S.D.N.Y. Nov. 30, 2015) (\u201c[W]here the parties do not urge the\n\napplication of any specific element of the contractually chosen body of law\n\nto govern the interpretation of the forum-selection clause, it is\n\nappropriate for the court not to rely on any distinctive features of the\n\nselected law and instead to apply general contract law principles and\n\nfederal precedent to discern the meaning and scope of the forum clause.\u201d)\n\n(brackets and internal quotation marks omitted); see also Reyes v. City\n\nof New York, No. 23-CV-6369, 2023 WL 7212192, at *4 (S.D.N.Y. Nov. 2,\n\n2023), appeal filed, No. 23-7640 (2d Cir. Nov. 3, 2023); Cox v. Microsoft\n\nCorp., 737 N.Y.S.2d 1, 2 (N.Y. App. Div. 2002); Lenox Hill Radiology v.\n\nN.Y. Cent. Mut. Fire Ins. Co., 863 N.Y.S.2d 332, 337 (N.Y. Dist. Ct. 2008).\n\n     \u201cA court considering the interpretation of a forum selection clause\n\napplies principles of contract law to determine the scope of the clause. In\n\nother words, it decides whether the claims and parties involved in the\n\n\n\n                                  - 17 -\n\f       Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 18 of 27\n\n\n\n\nsuit are subject to the clause.\u201d Collins, 874 F.3d at 180 (citation and\n\ninternal quotation marks omitted). \u201cWe interpret a forum selection clause\n\nin accordance with its plain meaning.\u201d McGraw-Hill, 909 F.3d at 67; see\n\nalso Couvertier ex rel. Couvertier v. Concourse Rehab. & Nursing, Inc.,\n\n985 N.Y.S.2d 683, 684 (N.Y. App. Div. 2014) (\u201c[I]t is the language of the\n\nforum selection clause itself that determines which claims fall within its\n\nscope.\u201d).\n\n      The gist of HARIE\u2019s complaint is that Guy Carpenter deducted\n\n$101,646.20 from the fiduciary account it held on behalf of HARIE\n\npursuant to the Amended RIA and paid that amount over to itself,\n\nwithout authorization. HARIE asserts various contract, tort, and\n\nequitable causes of action arising out of this conduct by Guy Carpenter.\n\nIn response, Guy Carpenter contends that it was authorized to deduct\n\nthis amount and pay it over to itself under the terms of the BSA, which\n\nprovided that some portion of the BSA Retention would be forfeited to\n\nGuy Carpenter in the event that HARIE terminated Guy Carpenter as\n\nits broker of record with respect to reinsurance treaties in force or upon\n\nrenewal. Guy Carpenter contends that this civil action falls within the\n\nscope of the BSA forum-selection clause because this defense \u201crais[es]\n\n\n\n                                   - 18 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 19 of 27\n\n\n\n\nissues regarding the construction, meaning or enforcement of the terms\n\nof\u201d the BSA. On the other hand, HARIE contends that the action falls\n\noutside the scope of the BSA forum-selection clause because its claims are\n\nbased solely on the Amended RIA, not the BSA.\n\n     \u201cThe answer to the question whether a \u2018defense\u2019 based on a contract\n\nthat contains a forum selection clause implicates that clause depends on\n\nthe language of that clause.\u201d John Wyeth & Bro. Ltd. v. CIGNA Int\u2019l\n\nCorp., 119 F.3d 1070, 1076 (3d Cir. 1997); Reading Health, 900 F.3d at\n\n100 (quoting Wyeth, 119 F.3d at 1076). The forum-selection clause in the\n\nBSA provides that \u201cany disputes raising issues regarding the\n\nconstruction, meaning or enforcement of the terms of\u201d the BSA must be\n\nlitigated in the New York state trial court situated in Manhattan, New\n\nYork, or the United States District Court for the Southern District of New\n\nYork. The term \u201cdispute\u201d has been construed as being broader than the\n\nterm \u201cclaim.\u201d McGraw-Hill, 909 F.3d at 67; Wyeth, 119 F.3d at 1074; see\n\nalso Stein v. United Wind, Inc., No. 602032-20, 2021 WL 479878, at *2\n\n(N.Y. Sup. Ct. Feb. 8, 2021) (broadly construing scope of forum-selection\n\nclause using phrase \u201cany dispute in connection with\u201d written instrument\n\nto include \u201call actions regarding [the parties\u2019] relationship\u201d). Indeed, the\n\n\n\n                                   - 19 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 20 of 27\n\n\n\n\nThird Circuit has expressly held that \u201cthe word \u2018disputes\u2019 allows the\n\ncontract to be implicated by way of an affirmative defense.\u201d McGraw-Hill,\n\n909 F.3d at 67 (considering transfer of a case from Pennsylvania federal\n\ncourt to New York federal court pursuant to forum-selection clause); see\n\nalso CleanSpark, Inc. v. Discover Growth Fund, LLC, 485 F. Supp. 3d 494,\n\n502 (S.D.N.Y. 2020) (applying New York law and noting that \u201cbroad\n\nforum selection clauses can apply to claims where the contract is relevant\n\nas a defense\u201d and finding that forum-selection clause providing that \u201cany\n\ndispute . . . in connection\u201d with a contract was such a clause). Moreover,\n\nthe term \u201cregarding\u201d has been construed as being broader than the\n\nphrases \u201carising under,\u201d \u201carising out of,\u201d or \u201carising in relation to.\u201d\n\nMcGraw-Hill, 909 F.3d at 68; see also Flanagan v. Prudential-Bache Sec.,\n\nInc., 495 N.E.2d 345, 350 (N.Y. 1986) (holding that \u201crespecting,\u201d\n\n\u201cregarding,\u201d or \u201cconcerning\u201d have broader connotation than \u201carising out\n\nof\u201d). The term \u201cregarding\u201d has been found to \u201cbe equated with \u2018relates to,\u2019\n\na phrase . . . define[d] as having some \u2018logical or causal connection.\u2019\u201d\n\nMcGraw-Hill, 909 F.3d at 68.7\n\n\n     7 The plaintiff has relied heavily on the Third Circuit\u2019s decision in\n\nReading Health, which also involved consideration of a transfer from\n                                            (continued on next page)\n\n                                  - 20 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 21 of 27\n\n\n\n\n     Here, the dispute between HARIE and Guy Carpenter have a clear\n\nlogical and causal connection to the BSA. The core of the parties\u2019 dispute\n\nis whether Guy Carpenter\u2019s deduction and retention of funds from\n\nHARIE\u2019s fiduciary account was authorized. HARIE argues that it was not\n\nauthorized to do so under the Amended RIA or the BSA. Guy Carpenter\n\nargues that it was authorized to do so under the terms of the BSA\n\nconcerning forfeiture of the BSA Retention, a provision it claims was\n\ntriggered by Guy Carpenter\u2019s termination as broker of record with\n\nrespect to renewal of reinsurance treaties for the 2023 calendar year.\n\nAlthough the plaintiff \u2019s claims are not themselves based on the terms of\n\nthe BSA, to ultimately determine Guy Carpenter\u2019s liability, the court\n\nwould have to consider the construction and meaning of the BSA with\n\n\n\nPennsylvania federal court to New York federal court pursuant to a\nforum-selection clause. In Reading Health, the Third Circuit \u201crejected the\nargument that a contractual defense alone is sufficient to bring the\ndispute within the scope of\u201d a forum-selection clause that \u201cencompasses\nonly disputes \u2018arising out of \u2019 the contract.\u201d Reading Health, 900 F.3d at\n100. But Reading Health is inapposite on this point, because the\nlanguage of the forum-selection clause at issue in Reading Health was\nsubstantially narrower than the language of the forum-selection clause\nat issue in this case. See Wyeth, 119 F.3d at 1075 (\u201cDrawing analogy to\nother cases is useful only to the extent those other cases address contract\nlanguage that is the same or substantially similar to that at issue.\u201d); see\nalso Reading Health, 900 F.3d at 98 (quoting Wyeth, 119 F.3d at 1075).\nMcGraw-Hill provides the better analogue.\n\n                                  - 21 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 22 of 27\n\n\n\n\nrespect to the BSA Retention. Thus, it is clear that the \u201cdispute\u201d between\n\nthe parties indeed \u201crais[es] issues regarding the construction, meaning\n\nor enforcement of the terms of\u201d the BSA.\n\n     Accordingly, we find that this diversity action is a \u201cdispute[] raising\n\nissues regarding the construction, meaning or enforcement of the terms\n\nof\u201d the BSA, and thus, this action falls within the scope of the BSA\u2019s\n\nforum-selection clause. In the absence of any other challenge to the\n\nvalidity or enforceability of the forum-selection clause, we proceed then\n\nto the second step of the Atlantic Marine analysis.\n\n     Having found that a valid forum-selection clause covers this\n\ndispute, we deem the \u00a7 1404(a) private-interest factors to weigh entirely\n\nin favor of transfer to the Southern District of New York. See Atl. Marine,\n\n571 U.S. at 64; McGraw-Hill, 909 F.3d at 57\u201358; Reading Health, 900\n\nF.3d at 96\u201397. We turn then to consider the public-interest factors. See\n\nAtl. Marine, 571 U.S. at 62 n.6 (\u201cPublic interest factors may include the\n\nadministrative difficulties flowing from court congestion; the local\n\ninterest in having localized controversies decided at home; and the\n\ninterest in having the trial of a diversity case in a forum that is at home\n\nwith the law.\u201d) (brackets and internal quotation marks omitted). As the\n\n\n\n                                  - 22 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 23 of 27\n\n\n\n\nSupreme Court has underscored, \u201ca valid forum-selection clause should\n\nbe given controlling weight in all but the most exceptional cases.\u201d Id. at\n\n63 (brackets omitted). Thus, \u201cas the party defying the forum-selection\n\nclause, the plaintiff bears the burden of establishing that transfer to the\n\nforum for which the parties bargained is unwarranted.\u201d Id. at 63; see also\n\nid. at 67 (holding that district court had improperly placed the burden on\n\nthe defendant to prove that transfer to the parties\u2019 contractually\n\npreselected forum was appropriate).\n\n     The defendant points to statistics indicating that civil cases in the\n\nSouthern District of New York have a somewhat shorter median time\n\nfrom filing to disposition than in the Middle District of Pennsylvania\u2014\n\nabout six months\u2019 difference\u2014but we find little difference in the overall\n\ncaseloads of the two courts. See Supp. Br. 11 & n.8; Def.\u2019s Ex. 5, Doc. 11-\n\n1. The plaintiff has not addressed this factor in its brief. We find that\n\ncourt congestion is not a significant concern in either forum, so this factor\n\nis neutral.\n\n     The plaintiff argues that the local interest factor favors a\n\nPennsylvania forum, noting that HARIE exclusively insures municipal\n\nentities within Pennsylvania. See Opp\u2019n Br. 21 (citing City of\n\n\n\n                                   - 23 -\n\f         Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 24 of 27\n\n\n\n\nPhiladelphia v. U.S. Gypsum Co., No. 3240, 1991 WL 1011059, at *25\n\n(Philadelphia Cnty. (Pa.) C.C.P. Aug. 22, 1991) (noting that Pennsylvania\n\npublic policy favors bringing an action against a political subdivision in\n\nthe county where it is located)). But HARIE itself is not a municipality;\n\nits customer-members are municipalities. Moreover, as the defendant\n\nargues in its supporting brief, see Supp. Br. 19\u201320, the central facts of\n\nthis case occurred in New York: Guy Carpenter\u2019s offices are located there;\n\nthe fiduciary account was maintained there; the allegedly improper\n\nwithdrawal from that account occurred there; and the account itself is\n\ngoverned by New York reinsurance intermediary regulations. 8 See Dariz\n\nv. Republic Airline Inc., 377 F. Supp. 3d 499, 505 (E.D. Pa. 2019). We find\n\nthat, on balance, the local interest factor slightly favors transfer to a New\n\nYork forum.\n\n     The defendant notes that the BSA is governed by New York law, as\n\nwe have found above as well. See Supp. Br. 19. The plaintiff has not\n\naddressed this factor in its brief. We find that the interest in having trial\n\n\n\n\n     8   See, e.g., N.Y. Comp. Codes R. & Regs. tit. 11, \u00a7 32.3(3) (providing\nthat a reinsurance intermediary, serving as a fiduciary, is permitted to\nwithdraw the intermediary\u2019s commissions from the premium and loss\naccount of the reinsured).\n\n                                     - 24 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 25 of 27\n\n\n\n\nof a diversity case in a forum that matches the law that governs the case\n\nclearly favors transfer to a New York forum.\n\n      The plaintiff has failed to establish that these public-interest\n\nfactors overwhelmingly disfavor a transfer.\n\n      Accordingly, under the circumstances presented, we find that,\n\npursuant to the BSA forum-selection clause, a transfer of this action to\n\nthe United States District Court for the Southern District of New York is\n\nwarranted. Therefore, to the extent it seeks the transfer of this action\n\nunder 28 U.S.C. \u00a7 1404(a), the defendant\u2019s motion will be granted.\n\nIV.   REQUEST FOR AWARD OF ATTORNEY FEES\n\n      In its motion papers, the defendant has also requested that it be\n\nawarded reasonable attorney fees as damages for breach of the BSA\n\nforum-selection clause. See Supp. Br. 20\u201321. The plaintiff opposes this\n\nrequest. See Opp\u2019n Br. 21.\n\n      Guy Carpenter\u2019s claim for attorney fees is not a request for\n\nsanctions under the federal rules. See, e.g., Fed. R. Civ. P. 37(a)(5). Nor is\n\nit a claim for fees as a component of costs awarded under a federal cost-\n\nshifting statute. See, e.g., 42 U.S.C. \u00a7 1988(b). Rather, Guy Carpenter\u2019s\n\nclaim is a substantive state-law damages claim for breach of contract\n\n\n\n                                    - 25 -\n\f         Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 26 of 27\n\n\n\n\nbased on a forum-selection clause, in which attorney fees are an element\n\nof damages. See Fed. R. Civ. P. 54(d)(2)(A) (\u201cA claim for attorney\u2019s fees\n\nand related nontaxable expenses must be made by motion unless the\n\nsubstantive law requires those fees to be proved at trial as an element of\n\ndamages.\u201d); Grand Union Co. v. Cord Meyer Dev. Co., 761 F.2d 141, 147\n\n(2d Cir. 1985) (\u201cThe awarding of attorneys\u2019 fees in diversity cases such as\n\nthis is governed by state law . . . .\u201d). Such a claim must be brought by\n\ncounterclaim or by separate action for breach of contract. See, e.g.,\n\nWormser Corp. v. L\u2019Or\u00e9al USA, Inc., 205 A.D.3d 496, 497 (N.Y. App. Div.\n\n2022) (reversing dismissal of civil complaint that asserted breach of\n\ncontract based on forum-selection clause); Indosuez Int\u2019l Fin., B.V. v. Nat\u2019l\n\nRsrv. Bank, 758 N.Y.S.2d 308, 311 (N.Y. App. Div. 2003) (affirming denial\n\nof motion to dismiss civil complaint that asserted breach of contract based\n\non forum-selection clause); see also John Wiley & Sons, Inc. v. Book Dog\n\nBooks, LLC, No. 13 Civ. 816, 2015 WL 4154112, at *10 (S.D.N.Y. July 10,\n\n2015) (recognizing \u201ca split in case law as to whether a party can recover\n\nattorney\u2019s fees for breach of a forum selection clause under New York\n\nlaw\u201d).\n\n     Accordingly, to the extent it requests an award of attorney fees as\n\n\n\n                                     - 26 -\n\f      Case 3:23-cv-00996-JFS Document 15 Filed 03/25/24 Page 27 of 27\n\n\n\n\ndamages for breach of the BSA forum-selection clause, the defendant\u2019s\n\nmotion will be denied.\n\nV.   CONCLUSION\n\n     For the foregoing reasons, the defendant\u2019s motion to dismiss or\n\ntransfer this diversity action pursuant to a contractual forum-selection\n\nclause (Doc. 11) will be granted in part and denied in part. The motion\n\nwill be granted with respect to the defendant\u2019s request that this action be\n\ntransferred to the United States District Court for the Southern District\n\nof New York pursuant to 28 U.S.C. \u00a7 1404(a). The motion will be denied\n\nwith respect to the defendant\u2019s requests that this action be dismissed on\n\nforum non conveniens grounds and that the defendant be awarded\n\nattorney fees as damages for the plaintiff \u2019s breach of the BSA forum-\n\nselection clause.\n\n     An appropriate order follows.\n\n\n\n\nDated: March 25, 2024               s/Joseph F. Saporito, Jr.\n                                    JOSEPH F. SAPORITO, JR.\n                                    Chief United States Magistrate Judge\n\n\n\n\n                                  - 27 -\n\f","ocr_status":2,"date_upload":"2024-03-26T01:40:51.889374-07:00","document_number":"15","attachment_number":null,"pacer_doc_id":"15508860191","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2024-03-26T01:37:47.308512-07:00","date_modified":"2024-03-30T01:36:19.697783-07:00","date_filed":"2024-03-25","time_filed":null,"entry_number":15,"recap_sequence_number":"2024-03-25.001","pacer_sequence_number":43,"description":" MEMORANDUM (Order to follow as separate docket entry) re  11     MOTION to Dismiss -Transfer filed by   Guy Carpenter & Company, LLC.  For the foregoing reasons, the defendants motion to dismiss or transfer this diversity action pursuant to a  contractual forum-selection clause (Doc. 11) will be granted in part and denied in part. The motion will be granted with respect to the defendants request that this action be transferred to the United States District Court for the Southern District o f New York pursuant to 28 U.S.C. \u00a7 1404(a). The motion will be denied with respect to the defendants requests that this action be dismissed on forum non conveniens grounds and that the defendant be awarded attorney fees as damages for the plaintiffs breach of the BSA forum-selection clause.An appropriate order follows. Signed by Chief MJ Joseph F. Saporito, Jr on 3/25/24. (ms)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/347035031/","id":347035031,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/353443913/","id":353443913,"tags":[],"absolute_url":"/docket/67515191/2/housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company/","date_created":"2023-06-20T20:08:07.669382-07:00","date_modified":"2023-06-20T20:08:07.675841-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"2","attachment_number":null,"pacer_doc_id":"15508535944","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2023-06-20T20:08:07.658112-07:00","date_modified":"2023-06-20T20:08:07.662836-07:00","date_filed":"2023-06-16","time_filed":null,"entry_number":2,"recap_sequence_number":"2023-06-16.002","pacer_sequence_number":8,"description":"Summons Issued as to Guy Carpenter & Company, LLC and provided TO ATTORNEY ELECTRONICALLY VIA ECF for service on Defendant(s)in the manner prescribed by Rule 4 of the Federal Rules of Civil Procedure. (NOTICE TO ATTORNEYS RECEIVING THE SUMMONS ELECTRONICALLY: You must print the summons and the attachment when you receive it in your e-mail and serve the complaint on all defendants in the manner prescribed by Rule 4 of the Federal Rules of Civil Procedure). (Attachments: # 1 Summons Packet) (ga) (Entered: 06/16/2023)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/347035030/","id":347035030,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67515191/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/353443912/","id":353443912,"tags":[],"absolute_url":"/docket/67515191/1/housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company/","date_created":"2023-06-20T20:08:07.638480-07:00","date_modified":"2023-06-20T20:08:07.644310-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"1","attachment_number":null,"pacer_doc_id":"15508535874","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/353443914/","id":353443914,"tags":[],"absolute_url":"/docket/67515191/1/1/housing-and-redevelopment-insurance-exchange-v-guy-carpenter-company/","date_created":"2023-06-20T20:08:34.341595-07:00","date_modified":"2023-06-20T20:08:34.344825-07:00","sha1":"","page_count":1,"file_size":220774,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"1","attachment_number":1,"pacer_doc_id":"15508535875","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Civil Cover Sheet","acms_document_guid":""}],"date_created":"2023-06-20T20:08:07.625730-07:00","date_modified":"2023-06-20T20:08:07.630354-07:00","date_filed":"2023-06-16","time_filed":null,"entry_number":1,"recap_sequence_number":"2023-06-16.001","pacer_sequence_number":6,"description":"COMPLAINT against Guy Carpenter & Company, LLC ( Filing fee $402, Receipt Number 6317148), filed by Housing and Redevelopment Insurance Exchange. (Attachments: # 1 Civil Cover Sheet)(ga) (Entered: 06/16/2023)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=67515191&page_size=40"}