OPINION1
LAURIE SELBER SILVERSTEIN, UNITED STATES BANKRUPTCY JUDGE.
Plaintiff Penson Technologies LLC, as the successor in interest to Debtor SAI Holdings, Inc. ("SAI") and Debtor Penson Financial Services, Inc. ("Penson"), initiated this post-confirmation adversary proceeding objecting to Defendant Schonfeld Group Holdings LLC's proof of claim and seeking to recover damages for breaches of contracts. Defendant poses multiple challenges to Plaintiff's choice of forum and asks me either to dismiss the matter, enforce a forum selection clause, abstain or otherwise transfer the case to a court in New York. Because I hold that this matter is, at its heart, an objection to a proof of claim, it is properly in this court and should remain here. Accordingly, I will deny the requested relief.
I. BACKGROUND
The Prepetition Transaction
Defendant is a trading and investment company. In 2006, it managed its wholly owned subsidiary, Schonfeld Securities, LLC, which operated a clearing and back office business. Defendant also had affiliate entities who were "introducing firms" or "correspondents" ("Correspondents") — brokers that traded securities for their own accounts or those of their clients and who contracted with clearing firms to perform services necessary to conduct trades. Opus Trading Fund LLC ("Opus") was one Correspondent.
In November 2006, SAI purchased Schonfeld Securities, LLC's clearing and back office operations. The transaction was memorialized in an Asset Purchase Agreement ("APA") dated as of November 20, 2006 and executed by SAI as buyer and Schonfeld Securities, LLC as seller.2 The APA also contemplated that Penson, SAI's wholly owned subsidiary, would provide clearing and financial services for seven Correspondents, including Opus, for a period of ten years.
The APA required Defendant to "absolutely, unconditionally and irrevocably guarantee the immediate payment of, and the full, complete and timely performance of" each of Schonfeld Securities, LLC's obligations under the APA pursuant to a separate guaranty agreement to be executed contemporaneously with the APA.3 On November 20, 2006, therefore, Defendant executed that certain Unconditional Guaranty Agreement ("Guaranty") in favor of SAI and Penson. Defendant also agreed to back the Correspondents' respective obligations to exclusively use Penson for their clearing and financial services needs.4 To memorialize these arrangements, each of the seven Correspondents entered into a clearing agreement. As relevant here, Opus and Penson also entered into a series of portfolio margining side agreements (the agreement at issue, "PMA Side Agreement").5
The purchase price to be paid by SAI to Schonfeld Securities, LLC or Defendant (at the direction of Schonfeld Securities, LLC) was projected to be $100 million. Payment consisted of an initial amount at closing6 and four subsequent earn out payments based on the net revenues generated from the Correspondents' trading activity over the next four years.
Plaintiff alleges that in late January 2012, shortly before the last earn out payment was due, Defendant caused Opus to terminate its PMA Side Agreement with Penson, and Opus moved its entire clearing, execution, margin and custody relationship to JPMorgan in violation of the exclusivity provisions in that agreement. Plaintiff alleges these actions damaged Plaintiff in an amount in excess of $20 million.
The Bankruptcy Case
On January 11, 2013, SAI, Penson and eight other related entities ("Debtors") filed voluntary bankruptcy petitions in this court, On July 31, 2013, the court confirmed the Debtors' Fifth Amended Joint Liquidation Plan. With exceptions not relevant here, on the effective date, Debtors transferred their assets, claims, and causes of action to Plaintiff.
Defendant timely filed proofs of claim against SAI and Penson Worldwide, Inc. Defendant asserts that it is owed $3,783,932 for "unpaid purchase price for the completed sale of a clearing business"7 (i.e., the last earn out payment under the APA).
On November 16, 2016, Plaintiff commenced this adversary proceeding by filing its Complaint and Objection to Claim ("Complaint").8 In the Complaint, Plaintiff recites much of the history just recounted and asserts five causes of action as a result of Opus's early termination of the PMA Side Agreement:
• Count I Breach of Contract
Defendant breached the APA by causing Opus to terminate the PMA Side Agreement.
• Count II Breach of Guaranty
Defendant failed to discharge its obligation under the Guaranty to ensure Opus's performance of the PMA Side Agreement.
• Count III Breach of Obligation of Good Faith and Fair Dealing
Defendant breached the implied obligation of good faith and fair dealing under the APA by causing Opus to breach the PMA Side Agreement.
• Count IV Objection to Claim9
Defendant materially breached the APA by causing Opus to breach the PMA Side Agreement such that SAI's obligation to make the last earn out payment has been excused.
Alternatively, Plaintiff asserts that the Defendant's proof of claim should be deemed satisfied in full on account of damages suffered by SAI.
• Count V Declaratory Judgment Regarding Plaintiff's Right to Set-off
Declaration that Plaintiff is entitled to offset damages incurred by SAI as a result of Defendant's material breaches of the APA against any amounts it owes to Defendant.
Defendant now asks me to dismiss the Complaint for lack of subject matter jurisdiction.10 exists, Defendant alternatively requests that I abstain, dismiss the complaint under the doctrine of forum non conveniens or transfer the case to New York based on a forum selection clause.
II. Subject Matter Jurisdiction Exists Over Each Claim in this Adversary Proceeding
In its Reply Brief, Defendant summarizes its subject matter jurisdiction argument;
[Defendant's] actual argument, as set forth in its initial moving brief, is that although [Plaintiff's] claims are statutorily core pursuant to 28 U.S.C. § 157, [Plaintiff's] claims are not constitutionally core as required by Stern v. Marshall and Halper v. Halper, 164 F.3d 830 (3d Cir. 1999). Accordingly, absent an independent basis for federal jurisdiction (which does not exist in this case), this Court lacks subject matter jurisdiction over [Plaintiff's] counterclaims.11
Defendant confuses and conflates subject matter jurisdiction with a bankruptcy court's ability to enter a final order resolving a proceeding. In responding to Defendant's argument, Plaintiff follows suit, focusing on whether I have authority consistent with the Constitution to enter a final order on the causes of action asserted in the Complaint.12 In focusing on this issue, both parties miss the fundamental question posed by a subject matter jurisdiction challenge: whether bankruptcy jurisdiction exists over the adversary proceeding.13
Bankruptcy Jurisdiction
Bankruptcy courts are courts of limited jurisdiction, and their subject matter jurisdiction derives from federal statutes14 — specifically from 28 U.S.C. §§ 1334 and 157.15 Congress granted federal district courts original and exclusive jurisdiction over all cases arising under title 11, and original but not exclusive jurisdiction over all "civil proceedings arising under title 11, or arising in or related to cases under title 11."16 District courts thus have bankruptcy jurisdiction over two types of proceedings: (i) the main bankruptcy case itself, and (ii) civil proceedings that arise under title 11, or that arise in or are related to the main bankruptcy case. Bankruptcy jurisdiction does not exist if the proceeding does not fit into one of these two categories. Because Congress granted bankruptcy jurisdiction directly to the district court,17 bankruptcy judges exercise bankruptcy jurisdiction only when the district court refers the case or proceeding to the bankruptcy judge.18 In the District of Delaware there is a standing order referring all bankruptcy cases and their attendant civil proceedings to bankruptcy judges,19 which is how the Penson Worldwide bankruptcy cases and this adversary proceeding came before me.
Distinctions between "arising under," "arising in" (both core) and "related to" (non-core) proceedings are not relevant to a determination of subject matter jurisdiction when the proceeding has been filed before plan confirmation.20 Post-confirmation, however, bankruptcy jurisdiction over non-core proceedings narrows; it exists only if there is "a close nexus to the bankruptcy plan or proceeding."21 In contrast, in core proceedings the close nexus test does not apply; bankruptcy jurisdiction remains the same as it was pre-confirmation.22
As this adversary proceeding was filed post-confirmation, the path of least resistance to bankruptcy jurisdiction is a determination that a proceeding is core.23 Here, the analysis is straightforward. Each count in the Complaint is an enumerated core proceeding, Counts IV and V (objection to claim and declaration on setoff) fall under § 157(b)(2)(B), allowance or disallowance of claims against the estate. Counts I-III fall under § 157(b)(2)(C), counterclaims by the estate against persons filing claims against the estate. Each claim thus "arises in" the bankruptcy case or under title 1124 and the subject matter jurisdiction analysis is complete. Bankruptcy jurisdiction exists over each and every claim in the Complaint.
Defendant looks to the Halper two-part test25 to argue that I lack subject matter jurisdiction. Under Halper, to determine whether a matter is core, courts first consider whether the proceeding is an enumerated proceeding in § 157(b). Second, courts consider whether the proceeding invokes a substantive right provided by title 11 or whether it is a proceeding that, by its nature, could arise only in the context of a bankruptcy case.26 The Halper test "ensure[s] that § 157(b) `core' proceeding jurisdiction is exercised in a manner consistent with [the Supreme Court's decision in] Marathon."27
Defendant's reliance on Halper to determine subject matter jurisdiction in this instance is misplaced. As is evidenced by the quoted language above, Halper is concerned with whether a matter is core consistent with the constitutional exercise of entering judgments. We know this because Halper explicitly relies on Marathon as the basis for the test28 and from the Court's statement of the issue reviewed on appeal — whether "the Bankruptcy Court had core proceeding jurisdiction under 11 U.S.C. § 157(b) giving it the power to issue final judgment on all claims in this action."29 When a court is exploring purely subject matter jurisdiction (whether there is bankruptcy jurisdiction) as opposed to which court can enter a final order in the proceeding (district court or bankruptcy court), the two part Halper analysis is unnecessary when, as here, the type of proceeding before the court is listed in § 157(b).30
Because each Count of the Complaint is statutorily core, subject matter jurisdiction exists.31
III. The Forum Selection Clause is not Enforceable in this Core Proceeding32
Defendant next asks me to dismiss or transfer this adversary proceeding based on a forum selection clause in the APA.33
Outside the bankruptcy context, forum selection clauses are presumptively valid and are generally enforceable unless enforcement is unreasonable under the circumstances.34 In bankruptcy proceedings, however, forum selection clauses are generally unenforceable in core proceedings and enforceable in non-core proceedings.35 In differentiating between the two types of proceedings, courts highlight "the strong public policy favoring centralization of bankruptcy proceedings in a bankruptcy court."36 The priority of centralization, however, "waxes and wanes with the characterization of the proceeding as either core or non-core."37
As established above, this adversary proceeding is a core proceeding as each count of the Complaint falls under an enumerated category in § 157(b). If this was the end of the inquiry, the forum selection clause would be unenforceable. At the hearing, however, Defendant suggested that when a party raises issues that implicate which court hears a case — such as abstention, enforceability of forum selection clauses and transfer of venue — it is necessary to look beyond the "label" of "core" into the substance of the proceeding in order to properly apply the governing standards. Defendant also suggests the label of "core" post-Stern does not carry as much weight as it once did because Stern changed the playing field.38
There is some case law to support this position. In ResCap Liquidating Trust,39 a liquidating trust filed an adversary proceeding asserting breach of contract and indemnification claims against a creditor that filed a proof of claim. The defendant moved to withdraw the reference and to transfer the case to another district based on a forum selection clause. The district court first determined that the adversary proceeding was a core proceeding under Stern because it was a counterclaim against a person filing a claim against the estate.40 But, in considering the withdrawal motion, the district court looked beyond the statutorily core nature of the proceeding when applying the Second Circuit's Orion test41 for withdrawal of the reference. This analysis was predominately for the first factor: whether the case involved a core or non-core proceeding.42 The district court found the core/non-core distinction crucial in the withdrawal context because it could dictate the outcome of inquiries into efficiency and uniformity. It then ruled that even though the adversary proceeding was statutorily core, the first Orion factor weighed in favor of withdrawing the reference:
In Orion, the core/non-core inquiry was particularly important because the Court of Appeals reasoned that the bankruptcy court could issue a final order or judgment in a core proceeding but not in a non-core proceeding. Therefore, efficiency might be served by leaving a core proceeding in the bankruptcy court and reviewing any factual findings on a deferential standard. In this case, no such efficiency interest would be served because the bankruptcy court cannot enter a final order or judgment on the counterclaims. Even though the counterclaims are statutory core proceedings, Stern teaches that the bankruptcy court cannot issue a final order or judgment on such claims. Because the bankruptcy court's decision will be subject to de novo review, referring a "Stern claim" to the bankruptcy court may increase delay, waste judicial resources, and heighten the parties' costs.
Therefore, the counterclaims' core status in this case is accorded little weight under the Orion test. That the bankruptcy court cannot issue a final judgment on ResCap's counterclaims supports withdrawing the bankruptcy reference.43
The district court next addressed whether it should transfer the case to a different venue because of a forum selection clause. The district court found it appropriate to consider whether the bankruptcy court could enter a final order in the proceeding in this context as well, modifying or supplementing the otherwise applicable core/non-core analysis. Finding that ResCap's counterclaims were not closely intertwined with claims allowance and did not arise from the Bankruptcy Code, the district court concluded that the public interest in centralizing proceedings in the bankruptcy court was only slight and did not outweigh the private interests in enforcing forum selection clauses.44
In the context of withdrawal of the reference, looking beyond the statutorily core nature of a counterclaim asserted against a party that has filed a proof of claim is appropriate given the goals at issue in considering the motion: efficiency and uniformity. When it is necessary for the district court to review any portion of the dispute de novo, it may be more appropriate (i.e. more efficient) for the entire matter to be withdrawn. While the outcome of the constitutional analysis is not dispositive, it can be informative to the district court making the withdrawal determination.45
On the other hand, it is not at all clear that the result of a constitutional analysis is always useful in evaluating forum selection clauses. When a counterclaim is filed in response to a proof of claim even if the bankruptcy court cannot enter a final order, there may still be an overriding public interest in centralizing the entire dispute in the bankruptcy court.46 I need not decide that issue today, however, because the counterclaims in the Complaint will necessarily be resolved in the context of the claims resolution process. Performing the analysis thus does not alter the general rules that forum selection clauses are enforced in non-core proceedings, but not in core proceedings.
The Counterclaims Will Necessarily Be Resolved in the Claims Allowance Process
In Stern,47 the Supreme Court established a two-part disjunctive test48 to determine whether a bankruptcy judge can enter a final order on a trustee's counterclaim:
Congress may not bypass Article III simply because a proceeding may have some bearing on a bankruptcy case; the question is whether the action at issue stems from the bankruptcy itself or would necessarily be resolved in the claims allowance process."49
The Supreme Court held that Vickie's counterclaim for tortious interference with an intervivos gift from her late husband would not necessarily be resolved in determining Pierce's defamation claim against the estate. In other words, there never existed a reason to believe that the process of ruling on Pierce's proof of claim (for defamation) would necessarily resolve Vickie's counterclaim (for tortious interference with a gift).50 In those circumstances, the Supreme Court held that the bankruptcy judge overseeing Vickie's bankruptcy case lacked constitutional authority to enter a final order on Vickie's counterclaim.51
Here, there is every reason to believe that Plaintiff's counterclaims will necessarily be resolved in the context of ruling on Defendant's proof of claim. Defendant is seeking money owed (the last earn out payment) under the APA. Plaintiff's defense is that Defendant materially breached its obligations under the APA by causing Opus to terminate the PMA Side Agreement, and thus Plaintiff is excused from any obligation to make the earn out payment. Plaintiff's affirmative claims for Defendant's breach of the APA and the Guaranty are both grounded on Defendant's actions in causing Opus to breach the PMA Side Agreement or its failure to ensure that Opus did not breach that agreement. Thus, the basis of Plaintiff's defense to the proof of claim and its affirmative claims is the same.
Defendant seems to concede the point. In its Memorandum of Law, Defendant states: "although the complaint asserts five counts against [Defendant], each count has the same factual predicate — that Opus unjustifiably terminated, and thereby breached, the PMA."52 Defendant also states that Count IV (objection) and Count V (declaratory relief) are "duplicative" and "entirely duplicative" of Count I (breach of the APA). Even so, Defendant argues that resolution of Plaintiff's counterclaim is unnecessary to resolve the proof of claim it filed:
For example, when addressing [Defendant's] Proof of Claim this Court simply could determine that Penson failed to pay the full purchase price that was due and owing under the APA and allow [Defendant] a claim for the entire $3,783,932 it seeks. In this circumstance, however, [Plaintiff's] affirmative claims would not be fully resolved. Among other things, the Court would need to determine: (a) the preclusive collateral estoppel effect of the Arbitration Award; (b) whether [Defendant] breached the APA and Guaranty Agreement; and (c) whether [Plaintiff] is entitled to the $20 million in damages as a result (offset by any amounts awarded to Defendant).53
What Defendant would "simply" have me do is allow its claim in the full amount of the earn out payment without ruling on Plaintiff's defense that it is excused from making the payment because of Defendant's breaches of the APA and Guaranty. Stern does not require courts to ignore a debtor's defenses to a proof of claim. Rather, Stern examined a counterclaim in the context of the "claims resolution process" — a process that includes a debtor's defenses to a proof of claim. As § 502(a) provides, a filed proof of claim is deemed allowed unless a party in interest objects.54
Defendant lists only three legal or factual matters it believes would not be resolved in the claims resolution process. The first — whether Defendant breached the APA and Guaranty — is easily addressed. Section 502(b)(1) of the Bankruptcy Code provides that once an objection is made, the court allows the claim "except to the extent that such claim is unenforceable against the debtor and property of the debtor, under any agreement or applicable law for a reason other than because such claim is contingent or unmatured."55 This section permits objections grounded in applicable state law.56 Under New York law,57 a party's performance under a contract is excused if the other party has materially breached the contract.58 Accordingly, to determine whether Defendant's claim should be allowed under § 502,1 must first determine whether it has materially breached the APA and Guaranty.59
Second, the res judicata effect of the Arbitration Award is not a part of Defendant's proof of claim or Plaintiff's counterclaim. It is a possible defense to Plaintiff's counterclaim, which Defendant can choose to raise or not. Nothing in Stern speaks to defenses to a plaintiff's counterclaims, and Defendant cites no case for the proposition that the nature of a defendant's defenses are relevant to a Stern analysis.
Finally, the argument that Plaintiff's damages will not necessarily be resolved in the claims resolution process requires more of an analysis. In Stern, the Supreme Court listed damages as one of the issues that would need to be determined to resolve Vickie's tortious interference counterclaim, but not Pierce's proof of claim.60 Here, however, the quantum of damages is directly related to the materiality, if any, of Defendant's breach. Under New York law,
If the party in default has substantially performed, the other party's performance is not excused.... There is no simple test for determining whether substantial performance has been rendered and several factors must be considered, including the ratio of the performance already rendered to that unperformed, the quantitative character of the default, the degree to which the purpose behind the contract has been frustrated, the willfulness of the default, and the extent to which the aggrieved party has already received the substantial benefit of the promised performance.61
Plaintiff alleges, among other things, that (i) more than 35% of the purchase price was paid for the Opus relationship; (ii) it expected to receive the "overwhelming benefits of the Transaction in the time period from February 2012 through 2017, and likely beyond;" and (iii) the improper termination of the PMA Side Agreement resulted in Penson paying Defendant $35 million for the ten year relationship with Opus, but generating only $15 million from that relationship. To determine, therefore, whether a material breach of the APA has occurred, I will need to examine whether Penson already received the substantial benefit of the APA, which will include establishing the damages incurred from Defendant's alleged non-performance.62 Unlike the wholly separate issue of damages in Stern, the measure of damages here is integral to Plaintiff's material breach defense to Defendant's proof of claim.63
This conclusion is also supported by Red Rock,64 a recent non-precedential Third Circuit opinion ruling that the bankruptcy court had constitutional authority to adjudicate opposing claims in a breach of contract dispute. In Red Rock, a general contractor filed a proof of claim against debtor/subcontractor seeking breach of contract and cover damages it incurred to finish construction of a project after debtor abandoned the project. The trustee of the debtor's estate filed an adversary proceeding against the general contractor alleging that the general contractor breached the contract by failing to pay debtor for the remaining balance owed under the contract. The Third Circuit affirmed the district court below in ruling that the bankruptcy court had authority to decide all state court claims because they were "inextricably interlinked" with the proof of claim. The Third Circuit held that "the question of whether the contracts had been breached had to be resolved as part of the process of determining whether [the general contractor] had a valid claim against the bankruptcy estate or whether [the debtor] was owed money by [the general contractor],"65 So too here. Whether the APA was breached has to be resolved as part of determining the validity of Defendant's claim against the estate.66
At bottom, Defendant is trying to dodge a defense to its proof of claim.67 The defense raised by Plaintiff requires me to determine whether Defendant breached the APA and the Guaranty, and the degree of Plaintiff's alleged loss. Stern did not affect objections to claims or § 502. As the Supreme Court recognized, "He who invokes the aid of the bankruptcy court by offering a proof of claim and demanding its allowance must abide the consequences of that procedure."68 In Katchen v. Landy, that consequence included resolving a preference action as part and parcel of the claims allowance process; here, it includes resolution of objections to claims.69 Because Plaintiff's counterclaims are statutorily core and I may enter a final judgment on them consistent with the mandates of the Constitution, I will not enforce the forum selection clause.70
IV. Permissive Abstention is Not Appropriate in this Case
Alternatively, Defendant requests that I exercise my discretion and abstain from hearing this case. Discretionary abstention is available to federal courts hearing bankruptcy cases, and may be exercised in the interest of justice, or in the interest of comity with state courts or respect for state law.71 Discretionary abstention may be appropriate when jurisdiction in the federal court is proper and mandatory abstention does not apply. Abstention, however, is "the exception, not the rule."72 It "rarely should be invoked."73
Many factors guide courts in evaluating a request for discretionary abstention. In this district, courts often look to these factors:
(1) the effect or lack thereof on the efficient administration of the estate; (2) the extent to which state law issues predominate over bankruptcy issues; (3) the difficulty or unsettled nature of applicable state law; (4) the presence of a related proceeding commenced in state court or other non-bankruptcy court; (5) the jurisdictional basis, if any, other than section 1334; (6) the degree of relatedness or remoteness of the proceeding to the main bankruptcy case; (7) the substance rather than the form of an asserted "core" proceeding; (8) the feasibility of severing state law claims from core bankruptcy matters to allow judgments to be entered in state court with enforcement left to the bankruptcy court; (9) the burden of the court's docket; (10) the likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties; (11) the existence of a right to a jury trial; and (12) the presence of non-debtor parties.74
These factors are not mathematically applied.75 I will address each factor in turn.
(1) Effect or lack thereof on the efficient administration of the estate. It is true, as Defendant argues, that SAI's plan of reorganization was confirmed and became effective nearly three and a half years ago. But this is not a "peripheral contract dispute."76 This adversary proceeding is also an objection to Defendant's proof of claim and, as discussed above, the defense to the proof of claim has the same basis as Plaintiff's affirmative claims. This factor does not favor abstention.77
(2) The extent to which state law issues predominate over bankruptcy issues. The parties agree, as they must, that state law issues predominate. That said, the state law issues arise in the context of an objection to a proof of claim and affirmative claims whose resolution will necessarily be resolved in that context. So, while this factor favors abstention, it is not dispositive.78
(3) Difficulty or unsettled nature of applicable state law. Defendant admits that this case does not present novel legal issues. I agree. This factor does not favor abstention.79
(4) Presence of a related proceeding commenced in state court or other non-bankruptcy court. Defendant asserts that this factor weighs in favor or abstention because Plaintiff's claims against Opus have been adjudicated in a FINRA arbitration proceeding, and Defendant's res judicata argument will require consideration of state law issues best resolved in state court. I am not persuaded by this argument. The FINRA arbitration has concluded, and res judicata is merely one more state-law issue that will need to be addressed to resolve Defendant's proof of claim. This factor does not favor abstention.80
(5) Jurisdictional basis, if any, other than § 1334. This case presents no jurisdictional basis other than § 1334, as conceded by Plaintiff.81 This factor favors abstention.
(6) Degree of relatedness or remoteness of the proceeding to the main bankruptcy case. Defendant argues that the relationship between this adversary proceeding and the main case is extremely remote. Not so. Rulings on claims against the estate are "intimately related to the bankruptcy proceedings."82 This factor does not favor abstention.
(7) The substance rather than the form of an asserted "core" proceeding. That this is a state law contract dispute favors abstention,83 but it is also an objection to a claim, which does not favor abstention.84 This factor, therefore, is neutral.
(8) Feasibility of severing state law claims from core bankruptcy matters to allow the entry of judgments in state court with enforcement left to the bankruptcy court. It is not feasible to sever Penson's state-law counterclaim from Schonfeld's proof of claim, the allowance or disallowance of which is a core matter.85 This factor does not favor abstention.
(9) Burden of the court's docket. While this court has a significant caseload, I have nothing before me showing that the state court docket is any less significant. This factor does not favor abstention.
(10) Likelihood that the commencement of the proceeding in bankruptcy court involves forum shopping by one of the parties. Plaintiff had a choice of fora in which to bring its affirmative claims against Defendant. But Defendant voluntarily filed its proof of claim in SAI's bankruptcy case, thereby subjecting itself to the jurisdiction of this court for the determination of its claim. It was appropriate, therefore, for Plaintiff to object to Defendant's proof of claim and bring its affirmative claims in one proceeding, and in this court.86 What is more, the FINRA arbitration did not involve Defendant, so it does not suggest inappropriate forum shopping. This factor does not favor abstention.
(11) Right to a jury trial Both parties recognize that there is no right to a jury trial based on the contracts at issue.87 This factor does not favor abstention.
(12) Presence of non-debtor parties. The only non-debtor party is Defendant. This factor does not favor abstention.
Fundamentally, this adversary proceeding involves an objection to a proof of claim. That it involves resolution of state law issues is thus unremarkable. The state law issues are not complex, and judicial economy suggests that the objection to the proof of claim and Plaintiff's counter-claims — which are inextricably interlinked with Defendant's proof of claim — be resolved by one court. That court should be the bankruptcy court as the claim allowance process is a quintessential bankruptcy court function. None of the factors that favor abstention convince me that, in this particular case, the interests of justice merits a different outcome. As a result, I decline to abstain.
V. CONCLUSION
The essence of Defendant's motion is that this litigation is at best a non-core proceeding and so it should not go forward in this court. Because I disagree for the reasons set forth above, an order denying the requested relief will issue.
