Comes now plaintiff, OLYMPUS LENDING LLC and informs Court and all parties that is it not opposed to Defendant’s Motion to Dismiss, and request that the court to dismiss Plaintiff’s claims without prejudice.

______ ___________ Michael Scarpati, Esq.

If none, leave blank.

... required in the Loan Documents, to borrow, as applicable, the amounts contemplated in the Loan Documents upon the terms in the Loan Documents and to perform the terms of the Loan Documents to which they are a party, none ...

The contractual agreements between the parties, stipulate that all legal proceedings must be brought in Salt Lake County, Utah, making this New York action improper.

There are no allegations or evidence to suggest that the forum selection clause was the result of fraud or overreaching, nor has the Plaintiff demonstrated that litigation in Utah would be gravely difficult or unjust.

Ams., 65 A.D.3d 1329, 1331 (2d Dep’t 2009) (a contractual forum selection clause is prima facie valid and enforceable “unless it is shown by the challenging party to be unreasonable, unjust, in contravention of public policy, invalid due to fraud or overreaching, or it is shown that a trial in the selected forum would be so gravely difficult that the challenging party would, for all practical purposes, be deprived of its day in court”).

Plaintiff’s refusal to settle for a reasonable sum, coupled with its demand for payments beyond the Agreement’s terms, demonstrates that the complaint lacks a legally sufficient basis for relief.

Without factual allegations demonstrating specific breaches or obligations unmet by Defendants, the complaint fails to state a claim upon which relief can be granted, warranting dismissal under CPLR § 3211(a)(7).

I, Robert J. Hantman, Esq., an attorney duly admitted to practice law before the courts of the State of New York, hereby affirm under penalties of perjury as follows:

I submit this affirmation in support of Defendants’ motion to dismiss Plaintiff Olympus Lending LLC’s complaint in its entirety pursuant to CPLR §§ 3211(a)(1), (a)(7), and (a)(8) on the grounds of improper venue, lack of personal jurisdiction, and failure to state a claim.

This clause requires that any legal disputes arising under the Agree ment be litigated exclusively in Salt Lake County, Utah.

There is no evidence suggesting that this forum selection clause was the result of fraud or overreaching, nor any indication that litigation in Utah would be unreasonably difficult or unjust (see Trump v. Deutsche Bank Tr. Co.

Plaintiff’s additional demands are unsupported by the Agreement or any factual basis, and therefore the complaint fails to provide a legally sufficient claim for relief (see Leon v. Martinez, 84 N.Y.2d 83, 87-88 [1994]; see also Biro v. Roth, 121 A.D.3d 733 [2d Dep’t 2014]; Parekh v. Cain, 96 A.D.3d 812, 815 [2d Dep’t 2012]).

PLEASE TAKE NOTICE that upon the annexed affirmation of Robert J. Hantman, Esq., dated October 25, 2024, and upon all prior pleadings and proceedings in this matter, the undersigned will move this Court at the Supreme Court of the State of New York, Niagara County, located at 775 Third Street, Niagara Falls, NY 14301, at a date and time to be determined by the Court, for an Order dismissing the Complaint filed by Plaintiff Olympus Lending LLC in its entirety, pursuant to CPLR §§ 3211(a)(1), (a)(7), and (a)(8), on the grounds of improper venue, lack of personal jurisdiction, and failure to state a claim, and for such other and further relief as the Court deems just and proper.