Judge Paul Engelmayer
Overseas Ventures (OV) engaged Florida’s ROW Management in 2008 as its agent to sell Apartments 601 and 603 on private yacht The World. Their 2008 marketing agreement gave ROW exclusive rights to market both apartments’ residency rights. Their largely identical 2011 marketing agreement referred only to Apartment 603, and ROW’s marketing right was not exclusive. Both compacts made Florida the exclusive venue for disputes. After ROW advised it found a buyer for Apartment 603, OV’s 2011 residence agreement transferred that apartment’s residency rights to Shetland International Investments. The residence agreement’s forum clause provided for exclusive jurisdiction in Manhattan Supreme Court or the Southern District. ROW sought dismissal of counts three, four, and five of OV’s complaint—charging ROW of aiding and abetting Shetland’s conversion of Apartment 601, contract breach, and breach of fiduciary duties under Florida law, respectively. The court granted ROW dismissal of counts four and five but not count three. The conversion claim turned on the transaction in the residence agreement, whereas counts four and five arose from the marketing agreements to which ROW itself was a party.