The following e-filed documents, listed by NYSCEF document number (Motion 001) 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37 were read on this motion to/for DISMISSAL. DECISION ORDER ON MOTION Upon the foregoing documents, Floral Associates Limited Partnership (Floral), Joseph T. Cefalo, Frederick W. Cefalo, and Stephen R. Cefalo’s (collectively, the Cefalos, together with Floral, the Defendants) motion to dismiss is denied. There is long-arm jurisdiction over the Defendants pursuant to CPLR §302 (a)(1) because this dispute arises out of the failure to make distributions in accordance with the 2018 Agreement (hereinafter defined) which 2018 Agreement was obtained by the Defendants who purposefully availed themselves of the New York forum by obtaining Melrose Associates Limited Partnership (the Plaintiff) execution of the same and consent to the transaction. Dismissal is also denied under the forum selection clause designating the federal court of Massachusetts because the Federal Court (hereinafter defined) has already held that diversity jurisdiction does not exist and no federal question is implicated. Finally, forum non conveniens does not support dismissal because the Plaintiff is a New York limited partnership, there is little burden on this court, no hardship to the Defendants, and there exists a substantial nexus between this state and the action. The Relevant Facts and Circumstances This action concerns the Defendants’ alleged failure to make certain distributions to the Plaintiff after the sale of an apartment complex located at 245 West Wyoming Avenue, Melrose, Massachusetts (the Property). Floral is a limited partnership formed in Massachusetts for the purpose of acquiring the Property (NYSCEF Doc. No. 2, 3). The Cefalos are general partners of Floral that reside in Massachusetts. The Plaintiff is a New York limited partnership with its principal place of business in New York, New York. The Plaintiff’s general partner is Melrose Corp., a New York corporation. Reference is made to an Amended and Restated Agreement of Limited Partnership of Floral Associates Limited Partnership (the LP Agreement; NYSCEF Doc. No. 13), dated March 8, 1983, pursuant to which the Plaintiff has a 96 percent interest in Floral as a limited partner and the Cefalos have a 4 percent interest in Floral as limited and general partners (NYSCEF Doc. No. 9,
9 10). The LP Agreement provided that distributions of net cash receipts would be allocated among the partners in accordance with their respective partnership interests (id., §6[c][ii]). The Plaintiff and Cefalos were also each entitled to 50 percent of the balance of any funds from the sale proceeds of the Property (id., §6[d][3][c]). The Cefalos, as general partners, required the consent of the Plaintiff, the limited partner, to sell the Property (id., §12[e]). The parties agreed that the LP Agreement would be interpreted by Massachusetts law (id., §36). The LP Agreement did not contain a forum selection clause. On July 19, 2018, Joseph Cefalo emailed Ephraim Fruchthandler, Secretary of Melrose Corp., in New York advising of an offer to purchase the Property (NYSCEF Doc. No. 22, 5). By letter dated August 7, 2018, Joseph Cefalo wrote to Melrose Corp. at its New York address to formally solicit its consent to the sale and the parties discussed the same by telephone and e-mail between New York and Massachusetts (NYSCEF Doc. No. 24; NYSCEF Doc. No. 22,
