Full opinion text
Amended Order SILVER, District Judge. At a hearing held May 11, 2001, the Court indicated that it would issue an Order directing the parties to submit briefing on choice of law issues, in particular with respect to Counts Three, Seven, and Eight in the Second Amended Complaint (“SAC”) in CV-99-1294-PHX-ROS. The Court issued an Order on May 18, 2001, directing the parties to simultaneously file their briefs on the choice of law issues on June 8, 2001. The parties were also directed to simultaneously file any responses to those briefs on June 15, 2001. On June 8, 2001, the Court issued a further Order stating that it would rule on the choice of law issues and on the Motions to Dismiss by June 21, 2001. This is that ruling. Discussion I. Dioguardi As a preliminary matter, the Court will address Dioguardi’s Motion to Dismiss. Dioguardi is named as a Defendant with respect to Counts Three (Fraudulent Inducement), Seven (Tortious Interference with Business Relationship), and Eight (Tortious Interference with Contractual Relationship), and though the Court has not yet resolved the complex choice of law issues with respect to these claims, the Court finds that ruling on Dioguardi’s Motion to Dismiss does not require a preliminary decision on the choice of law. Dioguardi claims that he cannot be hable on Counts Three, Seven, or Eight, because his only acts were as an attorney for ONEOK, and Southern Union does not specifically allege that Dioguardi personally participated in any fraudulent inducement. Southern Union responds that Dioguardi cannot escape liability simply because he served as ONEOK’s counsel and argues that attorneys who engage in fraudulent and intentional misconduct are not shielded from liability. Southern Union also asserts that Dioguardi’s “involvement in this conspiracy began no later than the week of February 15, 1999, when Rose recommended that ONEOK retain Dioguardi.” Several courts have held that an attorney, as the client’s agent, is not distinct from the client and therefore cannot engage in a conspiracy with the client. See Macke Laundry Service Limited Partnership v. Jetz Service Co., Inc., 931 S.W.2d 166, 176 (Mo.App.1996) (“Macke ”); Skarbrevik v. Cohen, England & Whitfield, 231 Cal.App.3d 692, 709, 282 Cal.Rptr. 627, 638 (1991); Doctors’ Co. v. Superior Court of Los Angeles County, 49 Cal.3d 39, 45, 260 Cal.Rptr. 183, 775 P.2d 508 (1989); Salaymeh v. InterQual, Inc., 155 Ill.App.3d 1040, 108 Ill.Dec. 578, 508 N.E.2d 1155, 1158 (1987); Fraidin v. Weitzman, 93 Md.App. 168, 611 A.2d 1046, 1079 (1992). However, an attorney may be hable for conspiracy if the attorney “acts out of a self-interest which goes beyond the agency relationship.” Macke, 931 S.W.2d at 176; Skarbrevik, 231 Cal.App.3d at 709, 282 Cal.Rptr. 627 (conspiracy liability may be imposed on an attorney who acts in furtherance of his own financial gain); Doctors’, 49 Cal.3d at 45, 260 Cal.Rptr. 183, 775 P.2d 508 (“[a]gents and employees of a corporation cannot conspire with their corporate principal or employer where they act in their official capacities on behalf of the corporation and not as individuals for their individual advantage”) (internal quotes and cite omitted); Fraidin, 611 A.2d at 1079 (“[TJhere can be no conspiracy when an attorney acts within the scope of his employment.”). Likewise, “an attorney may be liable to a third person for acts arising out of the attorney’s representation of a client, if the attorney is guilty of ‘fraud, collusion, or a malicious or [intentionally] tortious act.’ ” Macke, 931 S.W.2d at 177-78 (cites omitted); Skarbrevik, 231 Cal.App.3d at 711, 282 Cal.Rptr. 627; Engel v. CBS Inc., 981 F.2d 1076, 1080 (9th Cir.1992) (applying New York law); Fraidin, 611 A.2d at 1080. If a complaint alleges that an attorney is guilty of fraud or collusion, such fraud or collusion must be pled with particularity. Fed. R.Civ.P. 9(b). A Report and Recommendation issued by Special Master Eino Jacobson on March 7, 2001, (“First R & R”) concludes that the SAC fails to state any claims for relief against Dioguardi. Specifically, the First R & R finds: The Second Amended Complaint does not allege any personal misrepresentation to Southern Union by Dioguardi, nor does it allege that Dioguardi was acting outside of the scope of his legal employment or for his own, rather than his client’s benefit. The counts for fraudulent inducement and tortious interference rest solely on theories of conspiracies by the defendants, which would be precluded by Dioguardi’s agency with ONEOK. (First R & R at 4-5) (emphasis added). The First R & R also noted that at the hearing before the Special Master on Dioguardi’s Motion, “Southern Union conceded that it does not allege that Dioguar-di personally benefitted from his actions.” (Id. at 5 n. 2). In its Objections to the First R & R, Southern Union asserts that the cases relied upon in the First R & R actually support Southern Union’s position. Southern Union does not dispute the First R & R’s determination that the SAC fails to allege that Dioguardi personally made misrepresentations to Southern Union, but rather, Southern Union contends that the cases “do not require that attorney-defendants be the actual voice for the misrepresentation at issue.” (Southern Union’s Objections at 3). Southern Union also does not dispute that the SAC fails to allege that Dioguardi was acting outside the scope of his employment or that he was acting for his personal benefit. The Court finds that the First R & R correctly determined that the allegations contained in the SAC are insufficient to state claims for relief against Dioguardi. First, Southern Union failed to allege that Dioguardi was acting outside the scope of his employment as counsel for ONEOK or that he was acting in furtherance of his own financial gain. See Macke, 931 S.W.2d at 176; Skarbrevik, 231 Cal.App.3d at 709, 282 Cal.Rptr. 627; Doctors’, 49 Cal.3d at 45, 260 Cal.Rptr. 183, 775 P.2d 508; Fraidin, 611 A.2d at 1079. Second, Southern Union failed to plead fraud against Dioguardi with sufficient particularity. Fed.R.Civ.P. 9(b). Nowhere in Counts III, VII, or VIII does Southern Union set forth any allegations specifically involving Dioguardi. Moreover, the allegations in the SAC do not support a determination that Dioguardi fraudulently induced Southern Union to enter into the Agreement, because Dioguardi did not allegedly serve as ONEOK’s counsel until Gaberino called him four days after the alleged fraudulent inducement was completed. (SAC at ¶ 87); see also discussion infra at n. 19. II. Count Three in the First Arizona Action (CV-99-1294-PHX-ROS) In Count Three, Southern Union alleges that “all Defendants” fraudulently induced Southern Union to enter into the Agreement. Specifically, Southern Union claims that “Southwest, through Maffie and with the knowledge and consent of the other defendants, represented to Southern Union that Southwest intended to negotiate in good faith regarding the Southern Union offer and that it would conduct a good faith evaluation and due diligence regarding Southern Union.” (SAC at ¶289). Southern Union then claims that Southwest’s representations were false and that Southwest entered the Agreement with the fraudulent intent to prevent Southern Union from approaching Southwest’s shareholders with its merger offer. (Id.). Southern Union alleges that it relied on Southwest’s representations in entering into the Agreement, and as a result, Southern Union was damaged in an amount not less than $750,000,000. (Id. at ¶¶ 292-93). A. Fed.R.Civ.P. 9(b) ONEOK, Southwest, Irvin, Hartley, Maffie, Zub, and Rose contend that Southern Union has failed to plead fraudulent inducement with the particularity required by Fed.R.Civ.P. 9(b). ONEOK specifically asserts that Southern Union has not alleged that someone at ONEOK made fraudulent representations to someone at Southern Union which induced Southern Union to enter into the Agreement. Likewise, Irvin contends that Southern Union has not alleged that Irvin induced Southern Union to enter into the Agreement or that Irvin made any representations to Southern Union concerning that Agreement. Hartley contends that Southern Union “has not alleged a single fact showing that Hartley had anything to do with” the Agreement. (Hartley Motion at 11-12). Rule 9(b) provides that “the circumstances constituting fraud ... shall be stated with particularity.” “Rule 9(b) ensures that allegations of fraud are specific enough to give defendants notice of the particular misconduct which is alleged to constitute the fraud charged so that they can defend against the charge and not just deny that they have done anything wrong.” Semegen v. Weidner, 780 F.2d 727, 731 (9th Cir.1985). Conclusory allegations of fraud or conspiracy do not satisfy this rule. Id.; see also Utah State University of Agriculture and Applied Science v. Bear Steams & Co., 549 F.2d 164, 171 (10th Cir.), cert. denied, 434 U.S. 890, 98 S.Ct. 264, 54 L.Ed.2d 176 (1977). “The pleadings must state precisely the time, place, and nature of the misleading statements, misrepresentations, and specific acts of fraud.” Kaplan v. Rose, 49 F.3d 1363, 1370 (9th Cir.1994), cert. denied sub nom Payne v. Kaplan, 516 U.S. 810, 116 5.Ct. 58, 133 L.Ed.2d 21 (1995); see also Koch v. Koch Industries, Inc., 203 F.3d 1202, 1236 (10th Cir.) (complaint alleging fraud must “set forth the time, place and contents of the false representation, the identity of the party making the false statements and the consequences thereof.”) (internal quotes omitted), cert. denied, 531 U.S. 926, 121 S.Ct. 302, 148 L.Ed.2d 242 (2000). “To allege fraud with particularity, a plaintiff must set forth more than the neutral facts necessary to identify the transaction. The plaintiff must set forth what is false or misleading about a statement, and why it is false.” In re GlenFed, Inc. Securities Litigation, 42 F.3d 1541, 1548 (9th Cir.1994) (GlenFed); see also Grossman v. Novell, Inc., 120 F.3d 1112, 1124 (10th Cir.1997) (citing GlenFed). Although allegations of fraud based on “information and belief’ typically do not satisfy Rule 9(b), such allegations may suffice if the matters are “peculiarly within the opposing party’s knowledge.” Wool v. Tandem Computers Inc., 818 F.2d 1433, 1439 (9th Cir.1987) (internal quotes and cite omitted); see also Koch, 203 F.3d at 1202. “In such cases, the particularity requirement may be satisfied if the allegations are accompanied by a statement of the facts upon which the belief is founded.” Id. “In cases of corporate fraud where the false or misleading information is conveyed in prospectuses, registration statements, annual reports, press releases, or other ‘group-published information,’ it is reasonable to presume that these are the collective actions of the officers.” Wool, 818 F.2d at 1440. In such cases, “a plaintiff fulfills the particularity required of Rule 9(b) by pleading the misrepresentations with particularity and where possible the roles of the individual defendants in the misrepresentations.” Id. 1. Southwest and Maffie A second Report and Recommendation (“Second R & R”) issued by Special Master Eino Jacobson finds that with respect to Defendants Southwest and Maffie, Count Three is pled with sufficient particularity. The SAC alleges that between February 3 and 21, 1999, Maffie told Southern Union’s President “that Southwest was prepared to conduct a thorough evaluation” of Southern Union’s offer. (SAC at ¶ 50). It further alleges that “Southwest Director Judd has confirmed that the Southwest Board committed to Southern Union that it would conduct a good faith evaluation of the Southern Union Offer.” (Id.). The SAC also alleges that based upon those representations, Maffie and Southwest, in complicity with the other defendants, induced Southern Union to enter into the Agreement. (Id. at ¶ 51). It then alleges that “Southwest and the other defendants never made or intended to make a good faith evaluation of the Southern Union offer.” (Id. at 52). Southern Union further alleges that the representations made by Maffie and Southwest were false and were made in order to prevent Southern Union from approaching Southwest’s shareholders with Southern Union’s merger offer. (Id. at ¶¶ 52, 289). The Court finds that the allegations in the SAC support a claim of fraudulent inducement against Maffie and Southwest and satisfy the particularity requirements of Rule 9(b). See Lazar v. Superior Court, 12 Cal.4th 631, 49 Cal.Rptr.2d 377, 381, 909 P.2d 981 (1996) (“An action for promissory fraud may lie where a defendant fraudulently induces the plaintiff to enter into a contract.”); see also Havas v. Alger, 85 Nev. 627, 461 P.2d 857, 859 (1969) (“Fraud in the inducement renders the contract voidable.”); Morris v. Achen Const. Co., Inc., 155 Ariz. 512, 514, 747 P.2d 1211, 1212-13 (1987) (discussing the tort of fraudulent inducement and citing the Restatement (Second) of Contracts § 167 (1981)); Holland v. Perrault Bros., Inc., 311 P.2d 795, 798 (Okla.1957). Accordingly, the Court will adopt the Second R & R insofar as it finds that fraudulent inducement is pled with sufficient particularity against Maffie and Southwest. 2. Zub, ONEOK, Dubay, Gaberino, Irvin, Rose, and Hartley It is Southern Union’s position that although only Southwest and Maffie made the false representations to Southern Union, the remaining Defendants are hable because they participated in a “conspiracy to defraud Southern Union.” (See Southern Union’s Supplemental Brief at 8). Southern Union does not allege that Zub, ONEOK, Dubay, Gaberino, Irvin, Rose, or Hartley made any statements, false or otherwise, to Southern Union for the purpose of inducing Southern Union to sign the Agreement. Southern Union contends that California’s civil conspiracy law applies, but it also states that if Arizona conspiracy law applies, there is no apparent conflict between Arizona and California law on this issue. In California, “[conspiracy is not a cause of action, but a legal doctrine that imposes liability on persons who, although not actually committing a tort themselves, share with the immediate tortfeasors a common plan or design in its perpetration.” Applied Equipment Corp. v. Litton Saudi Arabia Ltd., 1 Cal.4th 503, 28 Cal. Rptr.2d 475, 478, 869 P.2d 454 (1994). To establish a civil conspiracy in California, the following elements must be met: “(1) the formation and operation of the conspiracy, (2) wrongful conduct in furtherance of the conspiracy, and (3) damages arising from the wrongful conduct.” Kidron v. Movie Acquisition Corp., 40 Cal.App.4th 1571, 47 Cal.Rptr.2d 752, 757 (1995); see also 117 Sales Corp. v. Olsen, 80 Cal.App.3d 645, 145 Cal.Rptr. 778, 780 (1978) (a civil conspiracy consists of “a combination of two or more persons to accomplish an evil or unlawful purpose”) (cite omitted). To be liable for tortious conduct by a coconspirator, “[t]he conspiring defendants must also have actual knowledge that a tort is planned and concur in the tortious scheme with knowledge of its unlawful purpose.” Kidron, 47 Cal.Rptr.2d at 758. “[AJctual knowledge of the planned tort, without more, is insufficient to serve as the basis for a conspiracy claim. Knowledge of the planned tort must be combined with intent to aid in its commission.” Id. “[0]ne cannot be liable as a coconspirator if the crime was committed before he joined the conspiracy.” Id. at 765. For purposes of the Motions to Dismiss, the Court will apply California’s civil conspiracy law because there are no appreciable and critical differences between California, Arizona, Nevada, and Oklahoma law regarding the elements required to establish a civfi conspiracy. All four jurisdictions hold that there is a civil conspiracy where there are two or more persons who agree to engage in an unlawful act. See 117 Sales Corp., 145 Cal.Rptr. at 780; Rowland, 157 Ariz. at 306, 757 P.2d at 110; Roberson, 998 P.2d at 201; Sutherland, 112, P.2d at 1290. Where a plaintiff alleges a conspiracy to commit fraud, Rule 9(b) requires more than conclusory allegations of the conspiracy. Semegen, 780 F.2d at 731. Rather, the conspiracy must also be pled with the particularity required by Rule 9(b). Alfus v. Pyramid Technology Corp., 745 F.Supp. 1511, 1521 (N.D.Cal.1990); see also Wanetick v. Mel’s of Modesto, Inc., 811 F.Supp. 1402, 1406 n. 3 (N.D.Cal.1992) (“Rule 9(b) requires that a conspiracy to commit fraud be pleaded with the same particularity as the fraud itself.”). To satisfy this requirement, a “plaintiff must allege with sufficient factual particularity that defendants reached some explicit or tacit understanding or agreement.” Alfas, 145 F.Supp. at 1521 (cites omitted). “It is not enough to show that defendants might have had a common goal unless there is a factually specific allegation that they di rected themselves towards this wrongful goal by virtue of a mutual understanding or agreement.” Id. (cite omitted); see also In re Sunrise Technologies Sec. Litig., No. C-92-0948TEH, 1992 WL 359636 at *7 (N.D.Cal. Sept.22, 1992) (a plaintiff must plead “an agreement among defendants to engage in an unlawful act,” as well as “overt acts by the defendants in furtherance of that agreement”). “Although an express agreement need not be shown for a plaintiff to prevail on a civil conspiracy claim, there must be at least a tacit understanding.” In re Sunset Bay Associates, 944 F.2d 1503, 1517 (9th Cir.1991). “[T]he existence of a conspiracy ‘may sometimes be inferred from the nature of the acts done, the relations of the parties, the interests of the alleged conspirators, and other circumstances.’ ” Id. (cite omitted). However, a plaintiff must allege specific facts which support the inference of an agreement. See id. at 1517-18 (finding that the record evidence supported an inference of a conspiracy in multiple ways and was sufficient to preclude summary judgment); Alfas, 745 F.Supp. at 1521; see also Roberts v. Heim, 670 F.Supp. 1466, 1484-85 (N.D.Cal.1987) (specific facts must be alleged from which an understanding or agreement may be inferred), rev’d in part on other grounds, Roberts v. Peat, Marwick, Mitchell & Co., 857 F.2d 646, 650 (9th Cir.1988), cert. denied, 493 U.S. 1002, 110 S.Ct. 561, 107 L.Ed.2d 556 (1989). The alleged conspiracy in this case is a “conspiracy to fraudulently induce[.]” (Southern Union’s Response to Motions to Dismiss at 56). Southern Union contends that it “provided significant detail of the defendants’ conspiracy and concerted action in furtherance of that fraud.” (Id.). Southern Union then asserts that Defendants “were acting in concert to defraud Southern Union and induce it to enter the Agreement.” (Id.). Accordingly, the Court concludes that the “goal” of the alleged conspiracy was to defraud Southern Union to enter into the Agreement. As a result, the conspiracy concluded on February 21, 1999, when Southern Union signed the Agreement. See In re Estate of Blake, 723 N.Y.S.2d at 564 (fraudulent inducement completed at the time the contract was executed); Coffee, 30 F.Supp.2d at 1380 (same); Burton, 368 F.Supp. at 557 (same). Thus, any allegations of conduct taken by Zub, ONEOK, Dubay, Gaberino, Irvin, Rose, or Hartley, after February 21, 1999, do not render these Defendants hable if no inference can be drawn from those actions that they were involved in a conspiracy to fraudulently induce Southern Union to enter into the Agreement. See Kidron, 47 Cal.Rptr.2d at 765 (no coconspirator liability if an individual joins the conspiracy after the wrongful act is completed). However, the Court will consider actions which were allegedly taken after the conclusion of the conspiracy to determine whether to draw any inferences that Defendants were co-conspirators. See In re Sunset Bay Associates, 944 F.2d at 1517. a. Zub Regarding Zub, the SAC contains the following pertinent allegations: (1) Zub is the Senior Vice President/Regulation and Product Pricing of Southwest (SAC at ¶ 13); (2) Pursuant to the Merger Agreement between Southwest and ONEOK, Zub would become a senior officer of the merged entity (Id. at ¶ 36); (3) Southwest management, “ie., Maf-fie”, expressed a preference for the SouthwesNONEOK deal (Id. at ¶ 45); (4) Zub and Maffie met with ONEOK representatives at an Arizona club with Rose and Irvin on January 12, 1999, to discuss “the ONEOK-Southwest merger and strategies for regulatory approval” (Id. at ¶ 76); (5) On February 10, 1999, Zub met with ACC Commissioner Kunasek and his aide, Jerry Porter, purportedly to provide an “update” to the ACC on an application that had not yet been filed with the ACC (Id. at ¶ 55); (6) On February 10, 1999, Zub met with Greg Patterson, the Director of the Arizona Residential Utilities Consumer Office, informed Patterson of Southern Union’s offer, “and argued that Southern Union’s bid for Southwest would not be good for Arizona” (Id. at ¶¶ 55,140); (7) On February 10, 1999, Zub “falsely stated that if Southern Union’s efforts were successful, it would be unable to finance future needs due to a highly leveraged capital structure that would be 88 percent debt” (Id. at ¶ 55); and (8) On February 10, 1999, Zub “falsely stated that Southern Union would have difficulty obtaining regulatory approval” (Id.). The Court finds that Southern Union has failed to allege a conspiracy to commit fraudulent inducement against Zub with the degree of particularity required by Rule 9(b). The allegations in the SAC support only the following inferences: that Zub supported a ONEOK-Southwest merger over a Southern Union-Southwest merger; and that Zub made false statements, perhaps with nefarious intent, for the purpose of interfering with Southern Union’s chances of obtaining regulatory approval of its merger offer. Zub’s meeting with Maffie, ONEOK representatives, Rose, and Irvin on January 12. 1999, cannot support an inference that Zub was engaging in a conspiracy to fraudulently induce Southern Union to sign the Agreement, because at that time, Southern Union had not yet offered to merge with Southwest and the Agreement could not have been contemplated. (See SAC at ¶ 4). Furthermore, Zub’s position as a Vice President for Southwest is not, by itself, sufficient to support a reasonable inference that Zub knew about Maffie and Southwest’s alleged intentions to fraudulently induce Southern Union to sign the Agreement. The Court cannot discern from the allegations whether Zub’s position would have been any better or worse if a merger were consummated between Southwest and ONEOK rather than between Southwest and Southern Union. Finally, the false statements Zub allegedly made do not support an inference that Zub knew about any plans to fraudulently induce Southern Union to sign the Agreement. The Court also finds that the allegations which link Zub and the other Defendants (apart from Southwest and Maffie) to the alleged fraudulent inducement are not sufficiently particular. The primary section of the SAC which deals with the alleged fraudulent inducement is entitled “Defendants’ Fraudulent Scheme to Induce Southern Union To Forego A Tender Offer To Southwest’s Shareholders[,]” (SAC at 9), and it includes paragraphs 44 to 59 in the SAC. Southern Union attempts to link these Defendants to the alleged fraudulent inducement by using the following language: (1) “Maffie and Southwest, in complicity with the other defendants, induced Southern Union to sign the Agreement” (SAC at ¶ 51); (2) “Southwest and the other defendants never made or intended to make a good faith evaluation of the Southern Union offer” (Id. at ¶ 52; see also id. at ¶ 2); (3) “Southwest management, with the necessary and willing assistance of the other defendants, embarked upon a scheme to manufacture a pretext” (Id. at ¶ 53); and (4)“By fraudulently inducing Southern Union to sign the Agreement, defendants ensured that a ‘proxy fight’ would not take place” (Id. at ¶ 56). Merely using the term “complicity” and making general allegations that all Defendants were involved in the fraudulent inducement does not satisfy the particularity requirements of Rule 9(b). Southern Union has not alleged specific facts from which an inference may be drawn that Zub agreed, implicitly or tacitly, with any of the other Defendants that Southern Union should be fraudulently induced to enter into the Agreement. See Alfus, 745 F.Supp. at 1521; In re Sunset Bay Associates, 944 F.2d at 1517; Roberts, 670 F.Supp. at 1484. Nor has Southern Union alleged specific facts from which an inference can be drawn that Zub knew that Southwest and Maffie planned to fraudulently induce Southern Union to sign the Agreement, that Zub concurred in such a plan, or that Zub intended to aid in the commission of the alleged fraudulent inducement. See Kidron, 47 Cal.Rptr.2d at 758; In re Sunrise Technologies Sec. Litig., No. C-92-0948TEH, 1992 WL 359636 at *7. The Court will therefore dismiss Count Three as to Zub. b. ONEOK, Dubay, and Gaberino With respect to ONEOK, Dubay, and Gaberino, the SAC contains the following pertinent allegations: (1) On December 3, 1998, “ONEOK and Maffie entered into a ‘consulting’ agreement whereby Maffie was to be paid $3 million upon the closing of a ONEOK-Southwest merger” (SAC at ¶ 31); (2) Dubay knew about Southern Union’s merger offer in early February, 1999 (SAC at ¶ 41); (3) “On more than one occasion between February 3, 1999 and February 21, 1999, Maffie told Southern Union’s President and COO, Peter Kelley, that Southwest was prepared to conduct a thorough evaluation of the Southern Union offer” (Id. at ¶ 50); (4) On February 11 and 15, 1999, Irvin, Rose, Brummett (of ONEOK) and Maffie engaged in telephone discussions (Id. at ¶ 54); (5) During the week of February 16, 1999, representatives of ONEOK participated in meetings with Rose, and subsequently, Rose, Dubay, Ga-berino, and Maffie talked about Irvin’s desire to prevent a proxy fight or bidding war between ONEOK and Southern Union (Id. at ¶ 56); (6) On January 12, 1999, Rose and Irvin met at an Arizona club with Maffie, Zub, and ONEOK representatives Dubay and Brummett, and at the meeting, they “discussed the ONEOK-Southwest merger and strategies for regulatory approval” (Id. at ¶ 76); (7) Irvin stated to Brummett that it would not be in the shareholders’ interest for there to be a bidding war (Id. at ¶ 83); (8) “By fraudulently inducing Southern Union to sign the Agreement, defendants ensured that a ‘proxy fight’ would not take place” (Id. at ¶ 56); (9) “ONEOK and Rose (and on information and belief, Irvin as well) knew that Southern Union had been fraudulently induced into signing an Agreement that prevented any proxy fight for Southwest” (Id. at ¶ 84); and (10)“ONEOK saved hundreds [of] millions of dollars in that it did not need to best the higher Southern Union offer” (Id. at ¶ 186). The Court finds that these allegations do not support an inference that ONEOK, Dubay, or Gaberino were engaged in a conspiracy to fraudulently induce Southern Union to enter into the Agreement. Rather, these allegations support the following inferences: that ONEOK wanted to consummate a merger between itself and Southwest; that ONEOK knew it was Irvin’s desire to prevent a bidding war; that ONEOK knew (apparently after the fact) that Southern Union “had been fraudulently induced” into signing the Agreement; and that ONEOK stood to gain significantly if a merger were consummated on its terms. Southern Union does not allege any specific facts from which the inference may be drawn that ONEOK, Dubay, or Gaberino implicitly or tacitly agreed that Southern Union should be fraudulently induced to enter into the Agreement. See Alfus, 745 F.Supp. at 1521; In re Sunset Bay Associates, 944 F.2d at 1517; Roberts, 670 F.Supp. at 1484. Southern Union has also failed to allege specific facts from which the inference may be drawn that ONEOK, Dubay, or Gaberino knew that Southwest and Maffie planned to fraudulently induce Southern Union to sign the agreement, that they concurred in such a plan, or that they intended to aid in the commission of the alleged fraudulent inducement. See Kidron, 47 Cal.Rptr.2d at 758; In re Sunrise Technologies Sec. Litig., No. C-920948TEH, 1992 WL 359636 at *7. The Court will dismiss Count Three as to ONEOK, Dubay, and Gaberino. c. Irvin and Rose As to Irvin and Rose, the SAC alleges in pertinent part: (1) “Throughout the first and second quarters of 1999, Rose spoke regularly with ONEOK officials ... for the purpose of, on information and belief, discussing the ONEOK-Southwest merger” (SAC at ¶ 73); (2) On January 12, 1999, Rose and Irvin met at an Arizona club with Maffie, Zub, and ONEOK representatives, and at the meeting, they “discussed the ONEOK-Southwest merger and strategies for regulatory approval” (Id. at ¶ 76); (3) At that meeting, Rose advised ONEOK how to obtain regulatory approval, and Irvin allegedly “stated that everything Southwest or ONEOK wanted from him was to 'go through’ Rose” (Id.); (4) As of February 15, 1999, Rose was aware of Southern Union’s offer and advised Dubay of ONEOK to hire Dioguardi (Id. at ¶ 79); (5) On February 15, 1999, Rose traveled to Oklahoma to conduct “due diligence,” but he never produced a due diligence report, and on information and belief, Rose was “preparing materials for defendants’ scheme to corrupt and mislead both regulatory officials and the Southwest Board” (Id. at ¶¶ 79-80); (6) On February 11 and 15, 1999, Irvin, Rose, Brummett (of ONEOK) and Maffie engaged in telephone discussions (Id. at ¶ 54); (7) During the week of February 16, 1999, Rose met with Kneale (the Vice Presideni^Chief Financial Officer and Treasurer of ONEOK) and counsel for ONEOK (Id. at ¶ 56) (8) “At or about the time of Southern Union’s signing of the Agreement,” Rose, Dubay, Gaberino, and Maffie talked about Irvin’s desire to prevent a proxy fight or bidding war between ONEOK and Southern Union (Id.); and (9) “ONEOK and Rose (and on information and belief, Irvin as well) knew that Southern Union had been fraudulently induced into signing an Agreement that prevented any proxy fight for Southwest” (Id. at ¶ 84). The Court finds that these allegations do not support an inference that Irvin or Rose conspired with Southwest and Maffie to fraudulently induce Southern Union to enter into the Agreement. Rather, these allegations support only the following inferences: that Rose and Irvin desired that a merger be consummated between ONEOK and Southwest, not between Southern Union and Southwest; that once Irvin became aware of Southern Union’s offer, he wanted to prevent a bidding war; that Rose advised ONEOK to hire Dioguardi after it learned about Southern Union’s merger offer; that Rose intended to mislead regulatory officials and the Southwest Board; and that Rose, and perhaps Irvin, knew that Southern Union had been fraudulently induced. Southern Union does not allege specific facts from which the inference may be drawn that either Irvin or Rose agreed, implicitly or tacitly, that Southern Union should be fraudulently induced to sign the Agreement. See Alfus, 745 F.Supp. at 1521; In re Sunset Bay Associates, 944 F.2d at 1517; Roberts, 670 F.Supp. at 1484. Nor do Southern Union’s allegations contain specific facts from which the inference may be drawn that Irvin or Rose knew that Southwest and Maffie planned to fraudulently induce Southern Union to sign the agreement, that they concurred in such a plan, and that they intended to aid in the plan’s implementation. See Kidron, 47 Cal.Rptr.2d at 758; See In re Sunrise Technologies Sec. Litig., No. C-920948TEH, 1992 WL 359636 at *7. The Court will dismiss Count Three with respect to both Irvin and Rose. d. Hartley With respect to Hartley, the Second R & R finds that Count Three fails to state a claim. The Second R & R con-eludes that the SAC’s allegations against Hartley allege conduct which occurred after the execution and alleged breach of the Agreement. Accordingly, it finds that Hartley cannot be liable for fraudulent inducement, because Hartley did not allegedly do or say anything to induce Southern Union to enter the Agreement, and because Hartley cannot be liable for torts which occurred before he joined the conspiracy. Southern Union has not filed an objection to this determination, but rather, Southern Union states that it “respectfully disagrees with this portion of the Report!.]” (Southern Union’s Consolidated Memorandum of Law in Response to Defendants’ Objections to the Second R & R at 2 n. 2). The Court finds that the Second R & R has correctly determined that Southern Union has failed to state a claim against Hartley. The alleged fraudulent inducement began and was completed on February 21, 1999, and Hartley’s alleged statements were made on April 5 and 6, 1999. See In re Estate of Blake, 723 N.Y.S.2d at 564 (fraudulent inducement completed at the time the contract was executed); Coffee, 30 F.Supp.2d at 1380 (same); Burton, 368 F.Supp. at 557 (same); Kidron, 47 Cal.Rptr.2d at 765 (no eoeonspirator liability if an individual joins the conspiracy after the wrongful act is completed). The Court will therefore adopt the Second R & R on this issue. B. Fed.R.Civ.P. 13(a) Because the Court finds that Count Three should be dismissed with respect to Dioguardi, Zub, ONEOK, Dubay, Gaberi-no, Irvin, Rose, and Hartley, the only Defendants remaining with respect to Count Three are Southwest and Maffie. The Court must now determine whether Count Three constitutes a compulsory counterclaim in the Nevada action (CV-00-0452PHX-ROS). Pursuant to Fed.R.Civ.P. 13(a): (a) Compulsory Counterclaims. A pleading shall state as a counterclaim any claim which at the time of serving the pleading the pleader has against any opposing party, if it arises out of the transaction or occurrence that is the subject matter of the opposing party’s claim and does not require for its adjudication the presence of third parties of whom the court cannot acquire jurisdiction. But the pleader need not state the claim if (1) at the time the action was commenced the claim was the subject of another pending action, or (2) the opposing party brought suit upon the claim by attachment or other process by which the court did not acquire jurisdiction to render a personal judgment on that claim, and the pleader is not stating any counterclaim under this Rule 13. (Emphasis added). Both Southwest and Maffie are domiciled in Nevada, and were domiciled there at the time the Nevada action commenced, and the Nevada court could have exercised general personal jurisdiction over both of them. See Helicopteros Nacionales de Colombia v. Hall, 466 U.S. 408, 414-15, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984) {Helicopteros ); Panavision Int’l. L.P. v. Toeppen, 141 F.3d 1316, 1320 (9th Cir.1998) (“General jurisdiction exists when a defendant is domiciled in the forum state or his activities there are ‘substantial’ or ‘continuous and systematic.’ ”) (citing Helicopteros); see also 28 U.S.C. § 1332(c)(1) (corporation is a citizen of any state where it keeps a principal place of business); Maf-fie’s Supplemental Brief at 3 (stating that he resides in Las Vegas, Nevada, and that Southwest’s principal place of business is in Nevada). Accordingly, the Court will identify the fraudulent inducement claim asserted in the SAC as a compulsory counterclaim in the Nevada action. C. Choice of Law Southern Union argues that under Arizona’s choice of law principles, California law applies to the fraudulent inducement claim. However, both Southwest and Maf-fie argue that under Nevada’s choice of law principles, Nevada law applies to this claim. Because the Court has determined that the fraudulent inducement claim is a compulsory counterclaim in the Nevada action, and because the Nevada court’s jurisdiction is premised upon the diversity of the parties, the Court must apply the choice-of-law rules of Nevada. See Abogados v. AT&T, Inc., 223 F.3d 932, 934 (9th Cir.2000) (“court must apply the choice-of-law rules of the state in which it sits.”); Van Dusen v. Barrack, 376 U.S. 612, 639, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964)(when a diversity action is transferred under § 1404(a) from one district court to another, “the transferee district court must be obligated to apply the state law that would have been applied if there had been no change of venue.”); KL Group v. Case, Kay & Lynch, 829 F.2d 909, 915 (9th Cir.1987) (California choice-of-law rules were applied after case was transferred under § 1404(a) from the Central District of California to the District of Hawaii). Fraudulent inducement is a tort claim. See, e.g. O’Keefe v. Grenke, 170 Ariz. 460, 472, 825 P.2d 985, 997 (App.1992); Southwell-Gray v. Jones, No. CIV. 300CV1539-H, 2001 WL 493165 at *3 (N.D.Tex. May 4, 2001) (applying Texas law); In re Naturally Beautiful Nails, Inc., 262 B.R. 131, 134-36 (Bankr.M.D.Fla.2001) (applying Florida law); Smith v. Allstate Ins. Co., 160 F.Supp.2d 1150, 1153-54 (S.D.Cal.2001) (applying California law); Holland, 311 P.2d at 797 (applying Oklahoma law). The question thus presented is whether this claim should be governed by the law selected by the parties in their Agreement. Ordinarily, tort claims are not governed by a forum selection clause. Sutter Home Winery, Inc. v. Vintage Selections, Ltd., 971 F.2d 401, 407 (9th Cir.1992). However, the Restatement (Second) of Conflict of Laws § 201 provides that “[t]he effect of misrepresentation, duress, undue influence and mistake upon a contract is determined by the law selected by application of the rules of §§ 187-188.” The courts of Nevada have neither adopted nor rejected § 201, but the Ninth Circuit has held that § 201 provides “the traditional view” and it will apply the choice of law provision in a contract to fraud claims “unless the choice of law provision itself was obtained by a misrepresentation[J” Sparling v. Hoffman Const. Co., Inc., 864 F.2d 635, 641 (9th Cir.1988) (giving effect to forum selection clause on claim of fraud even though the Washington courts had not yet adopted or rejected § 201). Citing Motenko v. MGM Dist., Inc., 112 Nev. 1038, 921 P.2d 933 (1996), Southwest argues that the courts of Nevada would not adopt § 201. The Motenko court declined to adopt outright the “significant relationship” approach of § 145 of the Restatement (Second) of Conflict of Laws. 921 P.2d at 934-35. However, it did not address the applicability of §§ 201 or 187 of the Restatement to tort claims which require an interpretation of a contract for their resolution. Like the Ninth Circuit did in Sparling, this Court assumes that the courts of Nevada would adopt “the traditional view.” This result is consistent with Nevada law, because Nevada has previously relied in part upon § 187 of the Restatement (Second) of Conflict of Laws. See Ferdie Sievers and Lake Tahoe Land Co., Inc. v. Diversified Mortgage Investors, 95 Nev. 811, 603 P.2d 270, 273 (1979); see also Insurance Co. of North America v. Hilton Hotels U.S.A, Inc., 908 F.Supp. 809, 814 (D.Nev.1995) (adopting § 188 of the Restatement (Second) of Conflict of Laws and applying Nevada law where the parties failed to point to an actual conflict between Nevada and California law), aff'd, 110 F.3d 715 (9th Cir.1997). Accordingly, the Court must apply § 187 of the Restatement (Second) of Conflict of Laws to determine whether the forum selection clause should be enforced with respect to the fraudulent inducement claim. See § 201, Illustration 1 (the choice of law provision must still be effective under § 187 before it is applied). Section 187 provides: (1) The law of the state chosen by the parties to govern their contractual rights and duties will be applied if the particular issue is one which the parties could have resolved by an explicit provision in their agreement directed to that issue. (2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied, even if the particular issue is one which the patties could not have resolved by an explicit provision in their agreement directed to that issue, unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which, under the rule of § 188, would be the state of the applicable law in the absence of an effective choice of law by the parties. (3) In the absence of a contrary indication of intention, the reference is to the local law of the state of the chosen law. (Emphasis added). Southern Union contends that § 187(2) governs the analysis, because fraudulent inducement is not something which could have been resolved by an explicit provision in the contract. The Court concludes that § 187(2) governs whether the forum selection clause should be given effect with respect to the fraudulent inducement claim. As Southern Union correctly points out, fraudulent inducement is an issue “which the parties could not have resolved by an explicit provision in their agreement[.]” § 187(2). It is therefore incumbent upon the Court to determine whether California “has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties choice,” or whether it “would be contrary to a fundamental policy of a state which has a materially greater interest than” California if the Court applies California law in the determination of the fraudulent inducement claim. § 187(2)(a) & (b). Southern Union asserts that there is a substantial relationship between the parties and California, because Southwest is incorporated in California. Southern Union also argues that there are no public policy concerns, because “the law of California on fraudulent inducement and conspiracy is very similar, if not identical, to the law of Arizona.” (Southern Union’s Supplemental Brief at 6). The Court finds that there is a substantial relationship between the parties and California, because Southwest is incorporated in California. See § 187, comment f (the substantial relationship requirement is met “where one of the parties is domiciled or has his principal place of business” in the selected state); Consul Limited v. Solide Enterprises, Inc., 802 F.2d 1143, 1147 (9th Cir.1986) (the substantial relationship test is met if one of the parties resides in the selected state); see also Ciena Corp. v. Jarrard, 203 F.3d 312, 324 (4th Cir.2000) (substantial relationship test is met where one of the parties is incorporated in the selected state). Moreover, the SAC alleges that Southwest is in the business of distributing natural gas to customers in California. (SAC at ¶ 8). The Court also finds that it would not contravene public policy to apply California’s fraudulent inducement law, because it is substantially similar to the law of fraudulent inducement in Nevada. See Barmettler v. Reno Air, 114 Nev. 441, 956 P.2d 1382, 1386 (1998); Lazar, 49 Cal.Rptr.2d at 381, 909 P.2d 981. The elements of a claim of fraudulent inducement in Nevada are as follows: (1) A false representation made by the defendant; (2) defendant’s knowledge or belief that its representation was false or that defendant has an insufficient basis of information for making the representation; (3) defendant intended to induce plaintiff to act or refrain from acting upon the misrepresentation; and (4) damage to the plaintiff as a result of relying on the misrepresentation. Barmettler, 956 P.2d at 1386. Likewise, promissory fraud in California, as a “subspecies” of fraud, is composed of the following elements: (a) misrepresentation (false representation, concealment, or nondisclosure); (b) knowledge of falsity (or ‘scienter’); (c) intent to defraud, i.e., to induce reliance; (d) justifiable reliance; and (e) resulting damage. Lazar, 49 Cal.Rptr.2d at 380-81, 909 P.2d 981. Southwest does not argue that there are any differences between California and Nevada law with respect to fraudulent inducement claims. The Court therefore finds that California law applies to the fraudulent inducement claim. This result is also supported by the Ninth Circuit’s decision in Manetti-Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 514 (9th Cir.1988), which held that a forum selection clause will apply to tort claims if a resolution of the tort claims depends on an interpretation of the contract. See also Magellan Real Estate Investment Trust v. Losch, 109 F.Supp.2d 1144, 1160 (D.Ariz.2000) (a “choice of law provision applies only to the extent that part of the wrongdoing alleged in the tort claims requires construction” of the contract); Fuku-Bonsai, Inc. v. E.I. Du Pont de Nemours and Co., 187 F.3d 1031, 1033 n. 3 (9th Cir.1999) (“Under the Restatement, the law selected by the parties in a choice of law provision governs a claim of fraudulent inducement to contract.”). Because the alleged fraudulent inducement is based upon promises Southwest allegedly made with respect to its performance on the Agreement, the fraudulent inducement claim “cannot be adjudicated without analyzing whether the parties were in compliance with the [Agreement]” and the claim is within the scope of the forum selection clause. Manetti-Farrow, Inc., 858 F.2d at 514. Furthermore, Southern Union does not contend that the forum selection clause was obtained by a misrepresentation. See Sparling, 864 F.2d at 641. The Court therefore concludes that California law applies to the fraudulent inducement claim. D. Parol Evidence Rule Southwest asserts that the parol evidence rule precludes evidence of the statements made by Southwest to Southern Union. Specifically, Southwest contends that the Agreement is fully integrated and it did not impose obligations beyond those stated therein, and in particular, it did not require Southwest to negotiate with Southern Union. Southern Union argues that the Agreement required Southwest to evaluate Southern Union’s merger offer, and contends that because information was actually exchanged pursuant to the Agreement, Southwest was obligated to conduct such an evaluation. Southern Union also opines that the parol evidence rule would not bar it from introducing evidence that Southwest promised to evaluate the merger offer in good faith. The parol evidence rule is statutorily prescribed by the California Code of Civil Procedure § 1856, which provides: (a) Terms set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement. (b) The terms set forth in a writing described in subdivision (a) may be explained or supplemented by evidence of consistent additional terms unless the writing is intended also as a complete and exclusive statement of the terms of the agreement. (c) The terms set forth in a writing described in subdivision (a) may be explained or supplemented by course of dealing or usage of trade or by course of performance. (d) The court shall determine whether the writing is intended by the parties as a final expression of their agreement with respect to such terms as are included therein and whether the writing is intended also as a complete and exclusive statement of the terms of the agreement. (e) Where a mistake or imperfection of the writing is put in issue by the pleadings, this section does not exclude evidence relevant to that issue. (f) Where the validity of the agreement is the fact in dispute, this section does not exclude evidence relevant to that issue. (g) This section does not exclude other evidence of the circumstances under which the agreement was made or to which it relates, as defined in Section 1860, or to explain an extrinsic ambiguity or otherwise interpret the terms of the agreement, or to establish illegality or fraud. (h) As used in this section, the term agreement includes deeds and wills, as well as contracts between parties. (Emphasis added). The rule is, of course, well settled that, where the parties have reduced to writing what appears to be a complete and certain agreement, it will, in the absence of fraud, be conclusively presumed that the writing contains the whole of the agreement between the parties, and that it is a complete memorial of the same, and parol evidence of prior, contemporaneous or subsequent conversations or representations or statements will not be received for the purpose of adding to or varying the written instrument. Ferguson v. Koch, 204 Cal. 342, 268 P. 342, 344 (1928). According to Ferguson, “Parol evidence is always admissible to prove fraud, and it was never intended that the parol-evidence rule should be used as a shield to prevent the proof of fraud.” Id. at 345, 268 P. 342; but see Continental Airlines, Inc. v. McDonnell Douglas Corp., 216 Cal.App.3d 388, 264 Cal.Rptr. 779, 796 (1989) (criticizing pronouncement that “parol evidence is always admissible to prove fraud” as incorrect). The fraud exception to the parol evidence rule “is not applicable where ‘promissory fraud’ is alleged, unless the false promise is independent of or consistent with the written instrument.” Id., 264 Cal.Rptr. at 795. The fraud exception “does not apply where ... parol evidence is offered to show a fraudulent promise directly at variance with the terms of the written agreement.” Id. at 796; see also Banco Do Brasil, S.A. v. Latian, Inc., 234 Cal.App.3d 973, 285 Cal.Rptr. 870, 891-92 (1991), cert. denied, 504 U.S. 986, 112 S.Ct. 2967, 119 L.Ed.2d 588 (1992); Alling v. Universal Manufacturing Corp., 5 Cal.App.4th 1412, 7 Cal.Rptr.2d 718, 734 (1992); Bank of America Nat Trust & Savings Ass’n v. Pendergrass, 4 Cal.2d 258, 48 P.2d 659, 661 (1935) (“[T]he rule which permits parol evidence of fraud to establish the invalidity of the instrument is that it must tend to establish some independent fact or representation, some fraud in the procurement of the instrument, or some breach of confidence concerning its use, and not a promise directly at variance with the promise of the writing.”); see also Price v. Wells Fargo Bank, 213 Cal.App.3d 465, 261 Cal.Rptr. 735, 745-47 (1989) (following Pendergrass); Brinderson-Newberg Joint Venture v. Pacific Erectors, Inc., 971 F.2d 272, 281 (9th Cir.1992) (relying on Price and Pendergrass), cert. denied, 507 U.S. 914, 113 S.Ct. 1267, 122 L.Ed.2d 663 (1993). In this case, Southern Union alleges that it was fraudulently induced to enter into the Agreement. Accordingly, the question presented is whether Southwest’s allegedly fraudulent promise is directly at variance with the terms of the Agreement. See Continental Airlines, Inc., 264 Cal.Rptr. at 796. Southern Union argues that the following promise was made to induce it to enter into the Agreement: Southwest promised to evaluate Southern Union’s offer “thoroughly” and in “good faith.” (Southern Union’s Response at 52). Southern Union contends that the promise made by Southwest is not directly at variance with the terms of the Agreement, because the Agreement provides that Southwest will evaluate Southern Union’s offer. The relevant language of the Agreement is as follows: Each of Southwest Gas Corporation, a California corporation (“Southwest”) and Southern Union Company, a Delaware corporation (“SUG”), may furnish certain confidential non-public information to the other party hereto in order to assist such other party in making an evaluation of SUG’s proposal to Southwest dated February 1, 1999 (the “Proposal”) .... Each Receiving Party hereby agrees to use the Evaluation Material solely for the purpose of evaluating the Proposal and agrees to keep such information confidential, to treat it with the same degree of care it uses in protecting its own confidential and proprietary data, not to use it in any way detrimental to the Disclosing Party and not to disclose it, directly or indirectly, in any manner whatsoever, provided, however, that (i) any of such information may be disclosed by a Receiving Party to those of its Representatives who need to know such information for the purpose of evaluating the Proposal .... Each party hereto agrees that unless and until a definitive agreement with respect to the Proposal referred to in the first paragraph of the Agreement has been executed and delivered, neither it nor the other party hereto will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of the Agreement or any written or oral expression with respect to such a transaction by any of its Representatives or by any Representatives thereof except, in the case of the Agreement, for the matters specifically agreed to herein. (Emphasis added). The Second R & R finds that no showing was made “to establish how evidence of Southwest’s representations that it would negotiate in good faith and evaluate Southern Union’s proposal would vary or contradict the obligations of the Agreement to exchange and keep confidential certain information relating to that proposal.” (Second R & R at 20). Because the Agreement clearly contemplates by its express terms that Southwest would evaluate Southern Union’s proposal, and because implicit in every contract is the obligation to perform in good faith, see Old Republic Ins. Co. v. FSR Brokerage, Inc., 80 Cal.App.4th 666, 95 Cal.Rptr.2d 583, 595-96 (2000), the Court will adopt the Second R & R with respect to the parol evidence argument. III. Counts Seven and Eight A. Fed.R.Civ.P. 13(a) On June 5, 2001, the Court held that Counts Seven and Eight do not constitute compulsory counterclaims in the Nevada action. The Court also declined to resolve whether these two counts constitute compulsory counterclaims in the first Oklahoma action (CV-00-1812-PHX-ROS), and it directed further briefing on this issue. ONEOK now argues that Counts Seven and Eight are compulsory counterclaims which should have been asserted in the first Oklahoma action pursuant to Fed.R.Civ.P. 13(a). Pursuant to Rule 13(a), Counts Seven and Eight are compulsory counterclaims in the first Oklahoma action if they “[arise] out of the transaction or occurrence that is the subject matter” of ONEOK’s claims in the first Oklahoma action, and if they do, if the Oklahoma court could have acquired jurisdiction over third parties who are “required” for the claims’ adjudication. See Fed.R.Civ.P. 13(a). As explained below, the Court finds that Count Seven is a compulsory counterclaim in the first Oklahoma action, but only with respect to ONEOK. See id. However, because the Court finds that Count Eight should be dismissed as to ONEOK, it cannot constitute a compulsory counterclaim. See id. 1. Count Seven a. Same Transaction or Occurrence As this Court previously held, a “liberal ‘logical relationship’ test” is applied in order to determine whether a claim “arises out of the same transaction or occurrence” such that it is a compulsory counterclaim. Pochiro v. Prudential Ins. Co. of America, 827 F.2d 1246, 1249 (9th Cir.1987). Under this test, the Court must analyze “whether the essential facts of the various claims are so logically connected that considerations of judicial economy and fairness dictate that all the issues be resolved in one lawsuit.” Id. (cite and quotes omitted). The “transaction or occurrence” language is to be read broadly when resolving whether a claim is a compulsory counterclaim. Id. at 1252. Southern Union argues that the decisions in Hydranautics v. FilmTec Corp., 70 F.3d 533 (9th Cir.1995), Hart v. Clayton-Parker and Associates, Inc., 869 F.Supp. 774 (D.Ariz.1994), and Gilldom Savings Ass’n v. Commerce Savings Ass’n, 804 F.2d 390 (7th Cir.1986), support a determination that Count Seven is not a compulsory counterclaim. The Court finds that all three of those cases are distinguishable from the case at bar. In Hydranautics, 70 F.3d at 536, the Ninth Circuit held that a claim for predatory patent litigation, which it analogized to a claim of malicious prosecution, was not a compulsory counterclaim in an infringement suit. The Ninth Circuit reached this result because claims for predatory patent litigation are often severed and tried after the resolution of infringement issues, the evidence for such claims “may differ considerably,” and there are “different appellate paths [which] Congress has provided for those two kinds of claims.” Id. In Hart, 869 F.Supp. at 777, the district court held that a cause of action for collection on a debt did not constitute a compulsory counterclaim in an action under the Fair Debt Collection Practices Act, because: a cause of action on the debt arises out of events different from the cause of action for abuse in collecting. The former centers on evidence regarding the existence of a contract, the failure to perform on a contract, or other circumstances leading to the creation of a valid debt. The latter centers on evidence regarding the improprieties and transgressions, as defined by the FDCPA, in the procedures used to collect the debt, regardless of the debt’s validity. Id. (quoting Ayres v. National Credit Management Corp., Civ. A. No. 90-5535, 1991 WL 66845 at *4 (E.D.Pa. Apr.25, 1991)). In Gilldorn Savings Ass’n, 804 F.2d at 396, the Seventh Circuit found that a claim arising out of the exchange of preferred stock, where the exchange occurred one year after a stock purchase agreement was entered into and was “totally unrelated” to that agreement, was not a compulsory counterclaim in an action where the claims arose solely out of the sale of a mortgage company pursuant to the stock purchase agreement. The original complaint filed in the first Oklahoma action asserts four claims for relief against Southern Union: breach of contract, intentional interference with contract, intentional interference with prospective economic advantage, and declaratory judgment. In particular, ONEOK claims that Southern Union breached the Agreement and that ONEOK was a third-party beneficiary of the Agreement. ONEOK’s intentional interference claims are based upon Southern Union’s alleged interference with the merger agreement and business relationship between ONEOK and Southwest. Whereas ONEOK’s claims are premised upon allegations that Southern Union engaged in conduct which prevented a merger between ONEOK and Southwest, Southern Union’s claims against ONEOK are premised upon allegations that ONEOK engaged in conduct which prevented a merger between Southern Union and Southwest. Based upon the unequivocal similarities between these claims and the fact that the resolution of either claim necessitates a determination regarding which party would have merged with Southwest, the Court finds that Count Seven arises out of the same transaction or occurrence as ONEOK’s claims in the Oklahoma action, because the essential facts underlying Count Seven and ONEOK’s claims “are so logically connected that considerations of judicial economy and fairness dictate that all the issues be resolved in one lawsuit.” See Pochiro, 827 F.2d at 1249. b. Parties “Required” for Adjudication ONEOK avers that the Oklahoma court could not obtain general or specific personal jurisdiction over Zub, Irvin, or Rose. ONEOK argues, however, that the only party “required” for the adjudication of Count Seven is ONEOK, because Southern Union can obtain complete relief on this count from ONEOK alone. Accordingly, ONEOK claims that it is irrelevant whether the Oklahoma court could obtain jurisdiction over the remaining Defendants named in Count Seven. Some courts have held that a party is not “required for adjudication” for purposes of Rule 13(a) unless that party is a necessary party pursuant to Rule 19(a). See Harle