MEMORANDUM OPINION AND ORDER DENYING MOTION TO DISMISS Plaintiff Silvertip Capital (IG) LLC (“Silvertip”) asserts a breach of contract claim under an outstanding note against Defendants Baraka Investment Limited, Baraka Investment (Hong Kong) Limited, and Baraka Investment Ltd., and a breach of guaranty claim against Defendant Jon Olafsson. Olafsson moves to dismiss the claim asserted against him for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2). For the following reasons, the motion to dismiss is DENIED. BACKGROUND1 Silvertip is a Nebraska limited liability company. See First Amended Complaint 3 [ECF No. 12] (“FAC”). Defendant Baraka Investment Limited (“Baraka”)2 is a business entity organized under the laws of the British Virgin Islands. FAC 6. Olafsson is an Icelandic citizen and the Director of Baraka. FAC 7; Declaration of Chris Hancock 15 [ECF No. 35].3 In December 2016, Silvertip, Baraka, and Olafsson executed a loan note. See Declaration of David Pohl Ex. A [ECF No. 46-1] (“Note”). Under the terms of the Note, Silvertip agreed to lend Barka $3.1 million. See Note §A. Relevant here, the Note defines Silvertip as the “Lender,” Baraka as the “Borrower,” and Olafsson as the “Guarantor.” See Note §A. Several provisions of the Note are germane to this dispute. First, the Note contains a forum selection clause stating: This Note will be construed, and the rights, duties and obligations of the parties will be determined, in accordance with the laws [sic] Iceland without regard to its or any other jurisdiction’s conflicts of law provisions. Borrower hereby consents to the exclusive jurisdiction of the state and federal courts located in New York, New York, USA. Note §B.8 (emphases added). In addition, the Note defines the obligations of Olafsson as follows: The obligations of the Borrower as set out in this Note are guaranteed by Jon Olafsson (the “Guarantor”). This guaranty is a guaranty of payment and not of collection. Lender shall not be obligated to enforce or exhaust its remedies against Borrower or under this Agreement before proceeding to enforce this guaranty. Guarantor agrees that this guaranty is irrevocable and continuing in nature and applies to all presently existing and future obligations arising under this Note, and further agrees that he unconditionally and irrevocably waives each and every defense and any right to revoke this guaranty. Note §A (emphases added). Notwithstanding these obligations, Baraka and Olafsson have failed to repay Silvertip under the terms of the Note. See FAC
