ALPI U.S.A., Inc. v. Cool Living OY

2026 NY Slip Op 30910(U)

• Court: New York Supreme Court, New York County
• Decided: March 13, 2026
• Docket: Index No. 655504/2025
• Status: Unpublished
• Author: Lyle E. Frank

Opinion

ALPI U.S.A., Inc. v Cool Living OY 2026 NY Slip Op 30910(U) March 13, 2026 Supreme Court, New York County Docket Number: Index No. 655504/2025 Judge: Lyle E. Frank Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication.

file:///LRB-ALB-FS1/Vol1/ecourts/Process/covers/NYSUP.6555042025.NEW_YORK.001.LBLX038_TO.html[03/19/2026 3:45:57 PM] INDEX NO. 655504/2025 NYSCEF DOC. NO. 41 RECEIVED NYSCEF: 03/13/2026

SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. LYLE E. FRANK PART 11M Justice ---------------------------------------------------------------------------------X INDEX NO. 655504/2025 ALPI U.S.A., INC.,ALPI LOGISTICS INC., MOTION DATE 12/22/2025 Plaintiff, MOTION SEQ. NO. 001 -v- COOL LIVING OY, COOL LIVING LLC,JULIANNA FARKAS, DECISION + ORDER ON TONY HOPKINS MOTION Defendant. ---------------------------------------------------------------------------------X

The following e-filed documents, listed by NYSCEF document number (Motion 001) 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29 were read on this motion to/for DISMISS .

Upon the foregoing documents, the motion is denied.

Background

This motion arises out of a dispute over international furniture freight shipping and

storage services. Plaintiffs are freight forwarding companies who are in the business of arranging

for the transportation of furniture. Cool Living OY (“Cool Living Finland”) is a home décor

manufacturer and is affiliated with Cool Living LLC (“Cool Living US”). In April of 2024,

Plaintiffs were contacted by individual defendants Julianna Farkas and Tony Hopkins, acting as

owner/operators of the Cool Living entities, about freight forwarding services from Finland to

the United States. In what Plaintiffs characterize as a condition precedent to their services,

Defendants were required to execute a credit application that included personal guaranties by the

Individual Defendants. Ultimately, no credit from a third-party insurer was extended as a result

of the credit application.

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Despite the lack of third-party insurance, Plaintiffs continued to offer freight forwarding

services to the Business Defendants, sending invoices to both entities. Some of these invoices

were paid, and others to date have not been paid. As a result, Plaintiffs brought this present

proceeding against all Defendants, pleading claims sounding in breach of contract and unjust

enrichment. Cool Living US has answered, pleading several counterclaims. Cool Living Finland

and Tony Hopkins (the “Moving Defendants”) have brought the present motion to dismiss,

which is opposed by Plaintiffs.

Discussion

The Moving Defendants are seeking to dismiss the complaint as against them on the

grounds that the Court lacks jurisdiction. Plaintiffs oppose the motion, arguing that the Moving

Defendants expressly consented to personal jurisdiction in New York through :1) the execution

of a power of attorney by Cool Living Finland; 2) the Moving Defendants’ execution of the

credit agreement and guaranty; 3) the receipt of certain onboarding emails directing the

recipients to Plaintiffs’ terms and conditions; 4) the payment of invoices that likewise contained

links to Plaintiffs’ terms and conditions. Plaintiffs also argue that the Moving Defendants

purposefully availed themselves of the privilege of conducting activities in New York for

purposes of the long-arm statute. For the reasons that follow, the motion is denied as the Moving

Defendants consented to jurisdiction through the credit agreement and the personal guaranty.

Standard of Review

It is well settled that when considering a motion to dismiss pursuant to CPLR § 3211,

“the pleading is to be liberally construed, accepting all the facts alleged in the pleading to be true

and according the plaintiff the benefit of every possible inference.” Avgush v. Town of Yorktown,

303 A.D.2d 340, 341 [2d Dept. 2003]. Dismissal of the complaint is warranted “if the plaintiff

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fails to assert facts in support of an element of the claim, or if the factual allegations and

inferences to be drawn from them do not allow for an enforceable right of recovery.”

Connaughton v. Chipotle Mexican Grill, Inc, 29 N.Y.3d 137, 142 [2017]. CPLR § 3211(a)(8)

allows a party to move to dismiss claims asserted against them on the grounds that the court

lacks jurisdiction over the party. When such a motion is brought, the plaintiff then “has the

burden of presenting sufficient evidence, through affidavits and relevant documents, to

demonstrate that jurisdiction over the defendants is warranted.” Bangladesh Bank v. Rizal

Commercial Banking Corp., 226 A.D.3d 60, 74 [1st Dept. 2024].

The Credit Application and Guaranty Created Personal Jurisdiction

One initial issue is whether the Moving Defendants expressly consented to personal

jurisdiction through the credit agreement and the accompanying personal guaranty. While both

documents contain an express forum selection clause, the parties dispute the applicability of the

credit agreement in this matter. According to sworn affidavits from Plaintiffs’ director of

logistics, when they receive a credit application, they determine whether they will seek credit

insurance from a third-party insurer or extend trade credit directly. It is not disputed that

Plaintiffs never obtained third-party credit insurance from the credit agreement, but while the

Moving Defendants argue that at that point the credit agreement was extinguished, Plaintiffs

contend that they decided to directly extend trade credit pursuant to the credit agreement.

The Moving Defendants do not point to, nor is the Court aware of, any specific language

in the credit agreement that conditions the agreement upon extension of credit from a third-party

insurer. The credit agreement instead refers several times to “credit with [Plaintiffs].” It goes on

to state that “should this application be accepted by [Plaintiff], the payment terms in

consideration of credit extended by [Plaintiff], and payment thereof will be made by Applicant

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pursuant to [Plaintiff’s] invoice terms.” Plaintiff’s position is that despite being denied credit

from a third-party insurer, they decided to open an account under the credit agreement and

directly extend credit to the defendants.

The Moving Defendants argue that there was no credit extended under this agreement

directly from Plaintiffs. But it appears undisputed that a) Plaintiffs rendered services to the

Defendants, and b) that, as the Moving Defendants themselves point out, the invoices allegedly

related to these services that form the basis of this proceeding were sent “months” after the

services were rendered. This is consistent with the sworn affidavit of Plaintiffs’ agent stating that

an account was opened for the Moving Defendants and credit directly extended to them

following the executed credit agreement and accompanying guaranty. Plaintiff therefore has

sufficiently established that jurisdiction over the Moving Defendants is warranted. See, e.g.,

Brooke Group v. JCH Syndicate 488, 87 N.Y.2d 530, 534 [1996] (holding that forum selection

clauses are “enforceable unless shown by the resisting party to be unreasonable”). Accordingly,

it is hereby

ADJUDGED that the motion is denied.

3/13/2026 DATE LYLE E. FRANK, J.S.C. CHECK ONE: CASE DISPOSED X NON-FINAL DISPOSITION

□ □ GRANTED X DENIED GRANTED IN PART OTHER

APPLICATION: SETTLE ORDER SUBMIT ORDER

□ CHECK IF APPROPRIATE: INCLUDES TRANSFER/REASSIGN FIDUCIARY APPOINTMENT REFERENCE

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