This is a contract action, brought by plaintiff, Elevate Music Fund 3 LP, against defendants, the estate of the late Joe Carlos Scaife, and Mr. Scaife's widow, Danielle Godwin Scaife.

Mr. Scaife was a musician and record producer. Plaintiff alleges that before Mr. Scaife's death in 2024, plaintiff agreed to purchase the rights to some of his recordings, royalties, and other assets. Plaintiff is a Texas limited partnership. Mr. Scaife was, at his death, a resident of Tennessee; as is Mrs. Scaife now. The complaint alleges that personal jurisdiction exists because the agreement between plaintiff and Mr. Scaife contains a New York forum-selection clause.

Mrs. Scaife did not sign the agreement itself. Plaintiff represents—and defendants do not dispute—that Mrs. Scaife executed a "Spousal Consent" document, appended to the agreement. (See NYSCEF No. 7 at 9-10 [mem. of law].) In that document, Mrs. Scaife agreed, among other things, to "join in and consent to the terms of the Purchase Agreement and agree to be bound by the terms thereof to the extent I have a community property interest, or any other kind of interest, in any of the Assets." (NYSCEF No. 9 at ¶ 1.) Mrs. Scaife also agreed that should Mr. Scaife die and leave to her any non-probate interest in the assets being purchased by plaintiff, or should she [*2]be entitled under community-property principles to an interest in those assets that would pass without need of probate, then she would "be bound by any and all provisions of the Purchase Agreement and all ancillary agreements as applicable to such interests." (Id. at ¶ 2.)

Under the agreement, plaintiff agreed to pay Mr. Scaife $470,000 for the assets at issue. Before Mr. Scaife's death, however, he allegedly received from a collateral source a $231,000 payment in connection with some of the asserts being purchased. Plaintiff alleges that the amount of this payment should have been, but was not, deducted from the price paid by plaintiff. Additionally, after Mr. Scaife died, Mrs. Scaife allegedly "received and refused to remit to plaintiff" approximately $50,000 in asset-related payments made to Mr. Scaife that should have been paid over to plaintiff. (NYSCEF No. 2 at ¶¶ 15, 16.)

Plaintiff then brought this action against the "Joe Carlos Scaife Estate" and Mrs. Scaife, asserting claims sounding in breach-of-contract and money had and received.

Defendants now move under CPLR 3211 (a) (7) and (a) (8) to dismiss all claims against them. The motion is granted.

Defendants argue that plaintiff's claims against the Scaife Estate are subject to dismissal because under New York law, an estate has no independent legal status and may not be named directly as a defendant to an action. (See NYSCEF No. 4 at 5-6.) This court agrees.

An "'estate is not a legal entity'"; as a result, any action "'for or against the estate must be by or against the executor or administrator in his or her representative capacity.'" (Hegbeli v Olanescu, 2025 NY Slip Op 01770, at *1 [1st Dept Mar. 25, 2025], quoting Grosso v Estate of Gershenson, 33 AD3d 587, 587 [2d Dept 2006].) For this reason, a plaintiff may not "commence an action during the period between the death of a potential defendant and the appointment of a representative of the estate." (Dime Savings Bank of New York FSB v Luna, 302 AD2d 558, 558 [2d Dept 2003] [internal quotation marks omitted].) Here, though, plaintiff has not brought claims against a personal representative of Mr. Scaife's estate Instead, plaintiff has attempted to sue the estate directly. This, plaintiff may not do.

Plaintiff attempts to evade the force of these black-letter principles by asserting that it has brought claims against the estate's representative, because "the Complaint defines 'Scaife Estate' as 'the legal representative of the estate of Scaife.'" (NYSCEF No. 7 at 6, quoting NYSCEF No. 2 at ¶ 6.) This effort to define away the fundamental infirmity in plaintiff's claims against the estate is creative but unavailing.

Plaintiff also contends that naming the "Scaife Estate" as a defendant serves as a valid placeholder for the "currently unknown legal representative of [Mr. Scaife's] estate." (Id. at 7.) This contention is unpersuasive. For one, plaintiff does not allege that any legal representative of the estate has yet been appointed; and, as discussed above, plaintiff may not assert pre-appointment claims against the estate itself.^[FN1]

For another, even if an estate representative has been appointed—again, a fact plaintiff has not established for pleading purposes—plaintiff could use a placeholder name for that representative under CPLR 1024 only if it had first "exercise[d] due diligence, prior to the running of the statute of limitations, to identify the defendant by name," yet still been unable to do so. (Bumpus v New York City Transit Auth., 66 AD3d 26, 29 [2d Dept 2009].) Plaintiff has not alleged or shown that it acted with the requisite due diligence.

Plaintiff asserts, at most, that notwithstanding "diligent efforts," it has not been able to "ascertain the exact name and identity of the individual who has been appointed as Mr. Scaife's legal representative." (NYSCEF No. 7 at 7-8.) Plaintiff does not, however, describe the nature of these diligent efforts—whether, for example, they included searches of Tennessee court records that would presumably include any court orders appointing estate fiduciaries for the late Mr. Scaife.^[FN2] For that matter, plaintiff could have brought a CPLR 3102 (c) application against Mrs. Scaife seeking pre-action disclosure about the identity of any representative of Mr. Scaife's estate. (See Bumpus, 66 AD3d at 33 [noting that pre-action discovery is "an appropriate device for ascertaining the identities of prospective defendants"].) Plaintiff did not do so.

Defendants' motion to dismiss the claims brought against the Joe Carlos Scaife Estate are dismissed under CPLR 3211 (a) (7) for lack of a valid party defendant.

Defendants also move to dismiss plaintiff's claims against Mrs. Scaife, both on personal-jurisdiction grounds under CPLR 3211 (a) (8) and on their merits under CPLR 3211 (a) (7). This court agrees with defendants that the court lacks personal jurisdiction over Mrs. Scaife. The court therefore dismisses the claims against Mrs. Scaife on that basis without reaching defendants' (a) (7) arguments.

Although plaintiff's complaint asserts in conclusory terms that defendants are doing business in New York and have committed tortious acts injuring plaintiff in New York (see NYSCEF No. 2 at ¶ 9), the complaint does not allege any fact supporting these assertions. Instead, plaintiff relies for personal jurisdiction on a forum-selection clause in the asset-purchase agreement between it and Mr. Scaife. (See id. at ¶ 10.)

If a party has executed a contract containing a valid and applicable forum-selection clause, the party "'specifically consent[s]' through that clause 'to personal jurisdiction over her in the courts of New York.'"^[FN3] (American Express Travel Related Servs. Co., Inc. v Synergy [*3]Healthcare Servs., L.L.C., 2023 WL 181144, at *1 [Sup Ct, NY County Jan. 9, 2023], quoting National Union Fire Ins. Co. of Pittsburgh, Pa. v Worley, 257 AD2d 228, 231 [1st Dept 1999].) And consent is a proper basis for the exercise of personal jurisdiction under CPLR 301.^[FN4] (See Pichardo v Zayas, 122 AD3d 699, 702 [2d Dept 2014].)

It is undisputed that Mrs. Scaife is not a party to, and did not sign, the asset-purchase agreement itself. Instead, plaintiff relies on the "Spousal Consent" attachment to the agreement that Mrs. Scaife did execute. (See NYSCEF No. 7 at ¶¶ 24-26.) As defendants contend on reply (see NYSCEF No. 11 at 3-4), this reliance is misplaced. The applicable terms of the Spousal Consent document are expressly conditional—if Mrs. Scaife were to have an interest in the assets at issue, should receive an interest in the assets from Mr. Scaife during his lifetime, or should receive a non-probate transfer of an interest in the assets from Mr. Scaife upon his death, then she would be bound by the terms of the asset-purchase agreement with respect to the interest she has received. (See NYSCEF No. 9 at ¶¶ 1-2.) Plaintiff does not allege in the complaint, nor argue or establish on this motion, that any of these conditions has been triggered.

Absent applicability of the underlying agreement's forum-selection clause, plaintiff has not identified a basis for this court to exercise personal jurisdiction over Mrs. Scaife. Defendants' motion to dismiss plaintiff's claims against her for lack of personal jurisdiction is granted.

Accordingly, it is

ORDERED that the branch of defendants' motion seeking dismissal under CPLR 3211 (a) (7) of plaintiff's claims against the Joe Carlos Scaife Estate is granted; and it is further

ORDERED that the branch of defendants' motion seeking dismissal under CPLR 3211 (a) (8) of plaintiff's claims against Danielle Godwin Scaife is granted; and it is further

ORDERED that plaintiff's complaint against defendants is dismissed in its entirety, with costs and disbursements to defendants as taxed by the Clerk upon the submission of an appropriate bill of costs; and it is further

ORDERED that defendants shall serve notice of entry on plaintiff; and shall serve notice of entry on the office of the County Clerk (using the NYSCEF filing event "Notice to the County Clerk - CPLR § 8019 (c)"), which shall enter judgment accordingly.