MMP Capital LLC v. Dupont Smiles Family & Cosmetic Dentistry PLLC et al

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
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DUPONT SMILES FAMILY & COSMETIC
DENTISTRY PLLC, et al.,
Plaintiffs,
MEMORANDUM
v. 	AND ORDER
26-CV-3894-SJB-SIL
MMP CAPITAL, LLC,
Defendant.
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MMP CAPITAL, LLC,
Plaintiff,
v.
26-CV-3330-SJB-SIL
DUPONT SMILES FAMILY & COSMETIC
DENTISTRY PLLC, et al.,
Defendants.
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BULSARA, United States District Judge:
This order addresses whether two cases involving the same parties and
involving the same contractual dispute—one first initiated in federal court in the
District of Columbia, Case No. 2:26-CV-3894, and a second, initiated in the New York
State court in Nassau County, Case No. 2:26-CV-3330—belong in the Eastern District of
New York. The short answer is no. The longer answer, detailed herein, involves
analysis of a forum selection clause and a touch of New York geography.
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I. 	Case No. 2:26-CV-3894 (Dupont I).
Two dentistry companies—Dupont Smiles Family & Cosmetic Dentistry, PLLC
and West End Dental, PLLC (collectively Dupont)—sued MMP Capital, LLC seeking
recission of a financing contract used to purchase cosmetic machinery. (Am. Compl.
dated July 14, 2025, Dkt. No. 18 ¶ 1). Dupont brought suit in federal court for the
District of Columbia, against MMP Capital, another financing entity, and the equipment
sellers. (Id. ¶¶ 5–10). MMP Capital’s contract with Dupont contained a forum selection
clause, providing that “the state and federal courts sitting in Nassau County, New York,
shall have the exclusive jurisdiction over any action or proceeding” arising out of the
agreement. (Equipment Finance Agreement, attached to Def.’s Mot. to Dismiss as Ex.
A, Dkt. No. 24-1 at 1).
On the basis of this clause, MMP Capital filed a motion to transfer the case to the
Eastern District of New York. (Def.’s Mot. to Transfer dated July 1, 2025, Dkt. No. 15).
Its counsel, in the briefing submitted to then-presiding District Judge Amir Ali, told him
that “[t]he United States District Court for the Eastern District of New York (Central
Islip) is located in Nassau County, New York.” (Id. at 10 n.6). Concluding that the
forum selection clause was enforceable, and based on counsel’s representation, Judge
Ali transferred the case to this District. (Mem. Op. & Order dated Aug. 11, 2026, Dkt.
No. 41 at 7).
MMP Capital’s lawyers should have consulted a map. Or learned some New
York geography. And double-checked their work. The forum selection clause does lay
venue in the federal courts located in Nassau County. But there is no federal court that
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sits in Nassau County. The Eastern District of New York holds court in two locations,
Brooklyn, which is located in Kings County, and Central Islip, which is in Suffolk
County, not Nassau County, Long Island.1 MMP Capital’s local New York counsel
knew what its D.C. lawyers did not bother to ascertain—that Central Islip is in Suffolk
County, and there is no federal courthouse in Nassau County. (Tr. dated Sep. 3, 2026
(“Sep. 3 Tr.”) at 3:12-13; Def.’s Letter dated Sep. 18, 2026, Dkt. No. 48 at 1 (counsel
acknowledging “[t]here is no federal court in Nassau County”)).
In other words, MMP Capital’s forum selection clause (in the form agreement
signed by Dupont) contemplates venue in a place that does not exist. (To be sure, the
forum selection clause does contemplate venue in state court in Nassau County, but
MMP Capital sought transfer, not dismissal.) And it foisted that error, along with its
geographic misapprehension, on Judge Ali to get the case transferred.
Of course, Nassau County is in the Eastern District of New York (along with
Kings, Queens, Richmond, and Suffolk counties). But the fact that the geography of a
place is within the jurisdiction does not mean that the place is also a location of a federal
court. The Second Circuit dispelled any doubt in Yakin v. Tyler Hill Corporation. 	There,
the plaintiff Yakin filed a personal injury lawsuit in Nassau County state court; the
defendant Tyler Hill removed the case to the Eastern District of New York. 566 F.3d 72,
74 (2d Cir. 2009). At the time of removal—as is true in the present case—the Eastern
1 “The Eastern District comprises the counties of Kings, Nassau, Queens,
Richmond, and Suffolk and concurrently with the Southern District, the waters within
the counties of Bronx and New York. Court for the Eastern District shall be held at
Brooklyn, Hauppauge, Hempstead (including the village of Uniondale), and Central
Islip.” 28 U.S.C. § 112(c). The Central Islip courthouse opened in 2000.
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District’s courthouse locations were Brooklyn and Central Islip. Id. Yakin sought
remand on the basis of a forum selection clause in the parties’ agreement: “the venue
and place of trial of any dispute . . . shall be in Nassau County, New York.” Id. at 76.
Concluding that the clause meant that the parties intended to litigate the dispute in a
Nassau County court (whether state or federal), id., the Court of Appeals ordered
remand. It noted that:
had there been a federal court in Nassau County at the time of this litigation,
remand would have been improper . . . [N]o reasonable reading of the
clause permits the interpretation that the parties had agreed to trial in
Suffolk County or Brooklyn because those courthouses were within the
Eastern District of New York, which spans an area including Nassau
County. Had the parties intended to provide for that result, they could, of
course, have drafted a different forum selection clause that communicated
that intent.
Id. at 76–77. The clause here is indistinguishable from the one in Yakin—reflecting a plain
intent to litigate the case in Nassau County, not an intent to litigate at some federal court
with jurisdiction over Nassau County, regardless of location.
Since the case was transferred upon the misapprehension that a federal court
existed in Nassau County, the question is what remedy, if any, is appropriate. MMP
Capital seeks dismissal of the case in its entirety. To be sure, “[s]ection 1406(a) provides
that ‘[t]he district court of a district in which is filed a case laying venue in the wrong
division or district shall dismiss, or if it be in the interest of justice, transfer such case to
any district or division in which it could have been brought.’” Atl. Marine Const. Co. v.
U.S. Dist. Ct. for W. Dist. of Tex., 571 U.S. 49, 55 (quoting 28 U.S.C. § 1406(a)). But the
case was not filed here; it was transferred here. Section 1406 has no application to these
circumstances.
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But “[t]he Court has the power to retransfer the case back to the District from
which the case was transferred.” Wade Park Land Holdings, LLC v. Kalikow, No. 21-CV-
1657, 2023 WL 2614243, at *7 (S.D.N.Y. Mar. 23, 2023), aff’d sub nom. In re Wade Park Land
Holdings, LLC, No. 23-0591, 2024 WL 3024648 (2d Cir. June 17, 2024).
This Court is aware that “[f]ederal courts routinely apply law-of-the-case
principles to transfer decisions of coordinate courts,” Christianson v. Colt Indus.
Operating Corp., 486 U.S. 800, 816 (1988) (collecting cases), and Dupont would not be
ordinarily permitted to reargue or relitigate the propriety of a transfer order. “Indeed,
the policies supporting the doctrine apply with even greater force to transfer decisions
than to decisions of substantive law; transferee courts that feel entirely free to revisit
transfer decisions of a coordinate court threaten to send litigants into a vicious circle of
litigation.” Id.; see also United States v. Wyatt, 672 F.3d 519, 523 (7th Cir. 2012) (“[I]n the
usual case another court should not respond by batting the suit back again.”). But this
is a different case. For one thing, Dupont is not seeking reconsideration or re-argument.
This issue was raised by this Court after reading the parties’ papers. For another, the
issue is not the same as the one before Judge Ali—he was not given the correct set of
facts, namely, the absence of any viable federal forum in which to effectuate transfer.
Such “extraordinary circumstances” permit revisiting a transfer order issued by another
court. Christianson, 486 U.S. at 817. “When . . . post-transfer events frustrate the original
purpose for transfer, a return of the case to the original transferor court does not foul
the rule of the case nor place the transferee court in a position of reviewing the decision
of its sister court. It, instead, represents a considered decision that the case then is better
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tried in the original forum for reasons which became known after the original transfer
order.” In re Cragar Indus., Inc., 706 F.2d 503, 505 (5th Cir. 1983); cf. e.g., Triad Sys. Fin.
Corp. v. Stewart’s Auto Supply, Inc., 47 F. Supp. 2d 1332, 1337 (N.D. Ala. 1999) (“A more
persuasive reason for revisiting . . . the transfer order of the California court, is the
sudden but powerful rearing of the ugly (beautiful?) head of the arbitration clause, a
clause neither invoked in, nor considered by, the California court. This clause
unambiguously calls for arbitration and requires that the arbitration proceeding be
conducted in California.”).
“Among the factors to be considered in determining whether to grant a motion
to transfer venue are, inter alia: (1) the plaintiff’s choice of forum, (2) the convenience of
witnesses, (3) the location of relevant documents and relative ease of access to sources
of proof, (4) the convenience of parties, (5) the locus of operative facts, (6) the
availability of process to compel the attendance of unwilling witnesses, and (7) the
relative means of the parties.” N.Y. Marine & Gen. Ins. Co. v. Lafarge N. Am., Inc., 599
F.3d 102, 112 (2d Cir. 2010) (quotation omitted); see also NLRB. v. Universal Smart Conts.,
LLC, 166 F.4th 304, 316 (2d Cir. 2026).
In finding that the § 1404(a) transfer was appropriate, Judge Ali gave substantial
weight to the mandatory forum selection clause in the Dupont–MMP Capital
agreement, as he was required to. (Mem. Op. & Order dated Aug. 11, 2026 at 3) (“‘The
calculus changes . . . when the parties’ contract contains a valid forum-selection clause.’
In that circumstance, courts must give the clause ‘controlling weight in all but the most
exceptional cases.’”) (quoting Atl. Marine Constr. Co., 571 U.S. at 63) (cleaned up)). In
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fact, “[c]ourts must also ‘deem the private-interest factors to weigh entirely in favor of
the preselected forum’ and give ‘the plaintiff’s choice of forum’ when filing the
complaint ‘no weight.’” (Id. (quoting Atl. Marine Constr. Co., 571 U.S. at 63–64)).
But it is a different analysis entirely where the Court must otherwise give
Dupont’s choice of forum significant weight, and there is no forum selection clause to
obviate analysis of the private-interest factors. Retransfer would accord the appropriate
weight to Dupont’s choice of forum, D.C., where it initiated suit, and where its principal
resides. See Atl. Marine Constr. Co., 571 U.S. at 63 (“[P]laintiffs are ordinarily allowed to
select whatever forum they consider most advantageous . . . we have termed their
selection the ‘plaintiff’s venue privilege.’”); Gross v. Brit. Broad. Corp., 386 F.3d 224, 230
(2d Cir. 2004) (“A plaintiff’s choice of forum is presumptively entitled to substantial
deference. Indeed, our legal system has traditionally deferred to the plaintiff’s choice of
forum, and unless the balance is strongly in favor of the defendant, the plaintiff’s choice
of forum should rarely be disturbed.”) (quotations omitted).
Outside of the choice of forum, a court must analyze “the convenience of the
parties [the private-interest factors] and various public-interest considerations.” Atl.
Marine Const. Co., 571 U.S. at 62.2 Those factors would weigh differently in the absence
2 “Factors relating to the parties’ private interests include relative ease of access
to sources of proof; availability of compulsory process for attendance of unwilling, and
the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if
view would be appropriate to the action; and all other practical problems that make
trial of a case easy, expeditious and inexpensive. Public-interest factors may include the
administrative difficulties flowing from court congestion; the local interest in having
localized controversies decided at home; and the interest in having the trial of a
diversity case in a forum that is at home with the law.” Atl. Marine Const. Co., 571 U.S.
at 62 n.6 (cleaned up).
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of a forum selection clause. Among other things, private factors have no relevance in
the face of a forum selection clause. Id. at 63. Dupont contends that now the private
factors favor retransfer, (see Pls.’ Letter dated Sep. 17, 2026, Dkt. No. 47 at 4–5), an
argument that MMP Capital ignores. And as for the public-interest factors, Judge Ali
found some in favor of both sides. (Mem. Op. & Order dated Aug. 11, 2026 at 6). In the
end, the result of weighting the § 1404(a) factors—with the private factors directionally
weighted towards Dupont and the public interest ones being neutral—combined with
giving deference to Dupont’s choice of forum, would suggest retransfer is warranted.
But in any event, it appears there was no ability to transfer the case under
§ 1404(a) to the Eastern District in the first instance—a reality that, at bottom, requires
retransfer of this case back to the District of Columbia. See Farrell v. Wyatt, 408 F.2d 662,
664 (2d Cir. 1969) (“If the district court had no power to transfer, the transfer will be a
nullity, the transferee court will have no jurisdiction . . . and any judgment it may enter
will be void.”) (quotations omitted); Foster-Milburn Co. v. Knight, 181 F.2d 949, 951 (2d
Cir. 1950) (“[T]he question is whether the district court has any power to consider the
question at all; if it has not, the transfer will be a nullity[.]”) (Hand, J.). The only basis
that the parties have identified for transfer here is the forum selection clause. And as
noted, that cannot lead to the case being brought in the Eastern District of New York. In
addition, neither side argues that the general venue statute permits litigation in the
Eastern District of New York. Nor did they before Judge Ali. That is relevant, because
transfer would have been appropriate to this district under § 1404(a) if it was possible to
lay venue here originally. 28 U.S.C. § 1404(a) (“A district court may transfer any civil
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action to any other district or division where it might have been brought.”) (emphasis
added); see also Atl. Marine Const. Co., 571 U.S. at 57 (“[V]enue is proper so long as the
requirements of [28 U.S.C.] § 1391(b) are met, irrespective of any forum-selection
clause[.]”). But without a forum selection clause permitting or mandating transfer, and
without anyone demonstrating that venue lay here if the case was initiated initially in
this District, no § 1404(a) transfer to this District could ever be ordered. Hoffman v.
Blaski, 363 U.S. 335, 343–44 (1960) (“[T]he power of a District Court under s 1404(a) to
transfer an action to another district is made to depend not upon the wish or waiver of
the defendant but, rather, upon whether the transferee district was one in which the
action ‘might have been brought’ by the plaintiff.”) (quoting § 1404(a)); see, e.g., Aileen
Mills Co. v. Ojay Mills, Inc., 192 F. Supp. 131, 133 (S.D.N.Y. 1960) (“[B]y reason of
Aileen’s and Morgan’s contention that the action could not have been originally
brought in this district, it becomes necessary for the court of this district, it would
appear, to consider the motion for retransfer.”).
As a result, the Court directs the Clerk to transfer this case to the United States
District Court for the District of Columbia.3
3 The Court is cognizant that MMP Capital could, once this case is returned to the
District of Columbia, (if permitted) seek dismissal on forum non conveniens grounds, in
light of the very forum selection clause that does not permit the case to be heard here
and ostensibly does in Nassau County state court. But that motion is not before this
Court—although MMP Capital raises the doctrine, it fails to explain how the doctrine
applies here. (See Sep. 3 Tr. at 8:16-19, 16:10-15) (“I certainly will give you, as well as
counsel for MMP, an opportunity to submit a letter on what you have indicated or
anything else, frankly . . . [and on] any other argument that you would like to raise that
doesn’t occur to you today.”). And the motion was not made by MMP Capital before
Judge Ali in the first instance.
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II. 	Case No. 2:26-CV-3330 (Dupont II)
On May 18, 2026, MMP Capital sued Dupont (and its owner Laudan Izadi) in
Nassau County Supreme Court. Its Complaint alleges breach of the same agreements
that Dupont is seeking to rescind in Dupont I.
On June 3, 2026, Dupont and Izadi removed the case to this Court, on the basis of
diversity jurisdiction. (Notice of Removal, Dkt. No. 1 ¶ 6–12). Dupont and Izadi now
seek dismissal of this case on the basis of the “first-filed” rule: “the well-settled
principle in this Circuit that where there are two competing lawsuits, the first suit
should have priority, absent the showing of balance of convenience . . . or . . . special
circumstances . . . giving priority to the second.” First City Nat’l Bank & Tr. Co. v.
Simmons, 878 F.2d 76, 79 (2d Cir. 1989) (quotations omitted). MMP Capital seeks
remand to state court, contending that the forum selection clause dictates that the only
venue for its suit is Nassau County. (Pl.’s Letter dated Sep. 18, 2026, Dkt. No. 18 at 3).
The question is somewhat more complicated than either side appreciates. Both
Dupont and MMP Capital now hotly contest whether the forum selection clause is
enforceable, in light of its invalid designation of a nonexistent federal court as a
potential venue. Compare (id. at 2) with (Defs.’ Letter dated Sep. 17, 2026, Dkt. No. 16 at
1–3).4 Presumably those issues will raise their heads again in the District of Columbia,
should MMP Capital make a motion based on that clause. If the clause is deemed
4 Dupont went so far as to file an unauthorized letter brief, prompting MMP
Capital to file a sur-reply, to carp about the impact of a non-precedential district court
opinion cited by one side and the time a party filed a letter on the docket. Suffice it to
say that this prolix aided the Court in no respect.
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invalid in its entirety, then this Court would have occasion to decide whether Dupont II
should be dismissed under the first-filed rule.5 On the other hand, should that forum
selection clause still be deemed valid, it appears that remand, not dismissal, would be
the appropriate remedy. See Karl Koch Erecting Co. v. N.Y. Convention Ctr. Dev. Corp., 838
F.2d 656, 659 (2d Cir. 1988) (affirming remand of cases removed on the basis of diversity
jurisdiction, in light of forum selection clause barring federal suits between the parties);
e.g., Bilodeau v. Ahern Rentals, Inc., No. 21-CV-2209, 2021 WL 8016841, at *4 n.2 (S.D. Tex.
Aug. 20, 2021) (“[E]very federal court to address the issue has held that [i]t is improper
for a party to invoke the first filed doctrine in the face of a clearly articulated forum
selection clause in a contract.”) (quotation omitted) (collecting cases). The proper
course in such a situation is to stay this action pending resolution of Dupont I. See
Landis v. N. Am. Co., 299 U.S. 248, 254 (1936) (finding that, in light of parallel federal
cases in the District of Columbia and Southern District of New York, “the power to stay
proceedings is incidental to the power inherent in every court to control the disposition
of the causes on its docket with economy of time and effort for itself, for counsel, and
for litigants”); Est. of Ungar v. Palestinian Auth., 344 F. App’x 631, 634 (2d Cir. 2009)
(noting that a Connecticut federal court’s stay of an action to enforce a default judgment
5 Whether intentionally or not, MMP Capital’s attempts to transfer Dupont I to a
non-existent location, and its unwillingness to consent to venue, and its filing what
appears to be a duplicative mirror-image lawsuit against Dupont I in state court, reeks
of forum-shopping and an attempt to inflict unnecessary litigation costs on Dupont. It
is notable that MMP Capital’s papers give no explanation why it told Judge Ali that
there was a federal court in Nassau County, particularly since it obviously has New
York counsel who knows otherwise, and is located in Long Island.
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while a Rhode Island federal court resolved a motion to vacate that judgment “falls
under the inherent power of the court to control its own docket”).
CONCLUSION
For these reasons, the Clerk of Court is directed to transfer Case No. 2:26-CV-
3894 to the United States District Court for the District of Columbia. Case No. 2:26-CV-
3330 is stayed pending resolution of Case No. 2:26-CV-3894. The Clerk of Court is
directed to administratively close Case No. 2:26-CV-3330, which suspends the need for
any party to file status reports. Parties may seek to reopen the case by submitting a
letter once Case No. 2:26-CV-3894 has been resolved.
SO ORDERED.
/s/ Sanket J. Bulsara
SANKET J. BULSARA
United States District Judge
Date: 	October 15, 2026
Central Islip, New York
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