OPINION AND ORDER H.A.L. NY Holdings LLC (“Plaintiff” or “HAL”) brings this action against Joseph Michael Guinan (“Defendant” or “Guinan”) for claims arising out of actions taken in his capacity as the chairman and chief executive officer (“CEO”) of Advantage Futures, LLC (“Advantage”). Before the Court is Guinan’s motion to transfer this case to the Northern District of Illinois pursuant to 28 U.S.C §1404(a). Doc. 20. For the reasons set forth below, Defendant’s motion to transfer is GRANTED.I. BACKGROUNDA. Factual BackgroundHAL is a New York limited liability corporation engaged in the business of trading stock index futures and options on stock index futures. Am. Compl.4. At all times mentioned in the Amended Complaint, Guinan was chairman and CEO of Advantage, a Futures Commission Merchant registered with the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act. Id. at5. HAL first opened a futures trading account with Advantage in 2014, which was later transferred to another brokerage firm. Id. at7. In September 2015, HAL transferred its positions back to Advantage, signed a new Advantage Futures Client Agreement (“Client Agreement”), and resumed trading under its former account number. Id. The Client Agreement contained a forum selection clause which provides in pertinent part that:ALL ACTIONS, DISPUTES, CLAIMS OR PROCEEDINGS… ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF OR RELATED TO OR FROM THIS AGREEMENT, ANY OTHER AGREEMENT BETWEEN THE CLIENT AND ADVANTAGE OR ANY ORDERS ENTERED OR TRANSACTIONS EFFECTED FOR CLIENT’S ACCOUNTS WHETHER OR NOT INITIATED BY ADVANTAGE SHALL BE ADJUDICATED ONLY IN COURTS…WHOSE SITUS IS WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS, AND CLIENT HEREBY SPECIFICALLY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT…LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS.(Poronsky Decl., Ex. A29).The Client Agreement required HAL to “at all times maintain such margins and premiums for its account as required from time to time by Advantage.. .” Id.10. If HAL failed to meet this requirement, the Agreement authorized Advantage to “cover or liquidate any position [HAL] may have with Advantage (including but not limited to whole or partial liquidations of [HAL]‘s Account…or the straddling of existing open positions if they cannot be satisfactorily liquidated because the market is illiquid or has reached a price limit, or for any other reason).” Id.HAL states that, despite the Client Agreement, Guinan told representatives of HAL at dinner meetings in New York that he had the power to make all decisions for Advantage and that Advantage would not enforce certain margin requirements in HAL’s account. Am. Compl.
12, 15. The Amended Complaint characterizes Guinan’s relaxation of margin requirements as granting HAL extraordinary latitude to do business in ways that most Advantage customers could not. Id. at16. HAL states that is subsequently increased its trading activity in reliance upon Guinan’s representations. Id. at17.HAL alleges that on July 6 and July 7, 2017, Guinan placed an authorized trade in HAL’s account and liquidated substantially all of HAL’s positions in contravention of his promise not to enforce certain margin requirements in the Client Agreement. Am. Compl.
