Full opinion text
MEMORANDUM OF DECISION AND ORDER DENYING DEFENDANTS’ MOTIONS TO DISMISS GENE CARTER, District Judge. Plaintiffs Forum Financial Group, LLC and John Y. Keffer (“Plaintiffs”) have filed a Complaint against the Defendants President and Fellows of Harvard College (“Harvard”), Jonathan R. Hay, (“Hay”) and Andrei N. Shleifer (“Shleifer”) (collectively “Defendants”), for claims arising out of a failed business transaction. Specifically, Plaintiffs assert claims for fraudulent misrepresentation, negligent misrepresentation, and tortious interference with prospective economic advantage against Hay (Counts I, III, and V); Plaintiffs assert claims for aiding and abetting fraudulent misrepresentation, aiding and abetting negligent misrepresentation, and aiding and abetting tortious interference with prospective economic advantage against Shleifer (Counts II, IV, and VI); and Plaintiffs assert claims for vicarious liability and negligence against Harvard (Counts VII, VIII, and IX). Plaintiffs request both compensatory and punitive damages (Count X). Now before the Court are Defendants’ Motions to Dismiss Or, In The Alternative, Transfer the case to the District of Massachusetts. For the reasons that follow, the Court will DENY Defendants’ Motions to Dismiss and the Motion for Transfer of Venue. I. PROCEDURAL POSTURE On October 24, 2000, Plaintiffs filed this action against Defendants. Defendants Shleifer filed a Motion to Dismiss on November 20, and Defendant Harvard filed a Motion to Dismiss, Or in the Alternative, Motion to Transfer on November 22, 2000. On December 21, 2000 Plaintiffs filed a Motion for Court-Ordered Service in regards to Defendant Hay. On December 13, 2000, Plaintiffs filed an Opposition to Defendants’ Motions to Dismiss and requested discovery specifically related to jurisdiction. On January 24, 2001, Chief Judge Hornby denied without prejudice Defendants Shleifer’s and Harvard’s Motions to Dismiss for lack of personal jurisdiction, and granted Plaintiffs’ request for discovery limited solely to personal jurisdiction issues over Defendants Harvard College and Andrei Shleifer. On February 16, 2001, Judge Hornby ordered court-directed service of process to be made on Defendant Hay. On April 6, 2001, Defendant Hay filed a Motion to Dismiss Plaintiffs’ Complaint, alleging lack of personal jurisdiction, for forum non-conveniens, and pursuant to Fed. R.Civ.P. 12(b)(6) for failure to state a claim for fraudulent and negligent misrepresentation (Counts I and III) and tor-tious interference with prospective economic advantage (Count V). Defendant Hay additionally contends that Plaintiffs failed to effect proper service upon him. On July 20, 2001, Defendant Shleifer renewed his Motion to Dismiss for lack of personal jurisdiction or, in the alternative, to dismiss Count IV, aiding and abetting negligent misrepresentation (Count IV), for failure to state a claim upon which relief can be granted, and to dismiss Count VI for failure to join an indispensable party. On July 24, 2001, Defendant Harvard renewed its Motion to Dismiss on all grounds raised in the original motion except want of jurisdiction, including: the act of state doctrine, the effect of the release agreement, the application of the doctrine of immunity as a non-profit, charitable organization, for lack of vicarious liability, a claim of lack of duty, failure to plead with sufficient particularity in violation of Fed.R.Civ.P. 9(b), applicability of punitive damages, or in the alternative, for transfer to the United States District Court for the District of Massachusetts. Additionally, Harvard has moved to dismiss pursuant to Fed. R.Civ.P. 19 for failure to join indispensable parties, namely the Russian Commission on Securities and Capital Markets (“Russian SEC”), and Dimitri Vasiliev. In the event that Shleifer and/or Hay are successful in their motions to dismiss, Harvard contends, under theories of vicarious liability, that Harvard’s agents, Shleifer and Hay, are also indispensable parties. Defendants also adopt each other’s arguments to the extent they apply to the individual claims of Defendants. II. FACTS The Plaintiffs’ Complaint makes the following relevant factual assertions. Plaintiff Forum Financial Group, LLC (“Forum”) is a Delaware limited liability company with a principal place of business at Two Portland Square, Portland, Maine. John Y. Keffer (“Keffer”) is an individual residing in Cumberland, Maine, who is the owner of Forum. Forum is in the business of the administration and operation of mutual funds in the United States, Poland, Bermuda and Malta. Complaint ¶ 39. Forum’s expertise includes the technical aspect of operations management, with a particular expertise in the operation and administration of mutual funds in foreign countries. Complaint ¶ 39. Forum was the first company to provide independent third-party fund administration services in Poland. Complaint ¶ 39. Defendant Harvard is a corporation incorporated under the laws of the Commonwealth of Massachusetts with a principal place of business in Massachusetts. Harvard received money from the United States Agency for International Development (“USAID”) to provide strategic guidance to the capital market development effort in Russia and “to provide unbiased input into, and overall day-to-day management, review, and evaluation of, the privatization and market reforms.” Complaint ¶ 14. With USAID funds, Harvard conducted business in Russia as the Harvard Institute for International Development (“HIID” or “the Russia Program”). Defendant Andrei Shleifer is a United States citizen residing in Newton, Massachusetts. Shleifer is a tenured Professor in Harvard’s Department of Economics. Complaint ¶ 8. In 1993, Harvard appointed Defendant Shleifer as Home Office Coordinator/Principle Investigator of its Russia Program. Harvard authorized Shleifer to act on Harvard’s behalf concerning the Russia Program. Complaint ¶ 20. Shleifer had the authority and primary responsibility for creating, overseeing, and managing Harvard’s Russia Program and insuring adherence to all of Harvard’s obligations under the USAID agreements. Complaint ¶ 20. Defendant Jonathan R. Hay is a United States citizen currently residing in Moscow, Russia. In 1993, Harvard hired Defendant Hay, Shleifer’s former student, to work with Shleifer as Harvard’s Field Associate in Russia. At Shleifer’s recommendation, Harvard promoted Hay to General Director/Field Coordinator of the HIID Russia Program in Moscow. Complaint ¶ 21. Plaintiffs allege that “Hay reported directly to Shleifer and the two of them shared responsibility for management and control over Harvard’s performance under the USAID Agreements. Their control included ... identifying and retaining subcontractors [and] controlling the other USAID contractors” to accomplish the program objectives. Complaint ¶ 21. Harvard held out Shleifer and Hay as competent and qualified to direct the Russia Program. Complaint ¶ 22. Plaintiffs allege that Shleifer and Hay, as employees, were agents of Harvard, with apparent authority to act within the scope of their employment on the Russia Program by, inter alia, subcontracting with businesses such as Forum, and exercising their authority over the USAID initiative in Russia. Complaint ¶¶ 136, 23. Shleifer and Hay used USAID funds to establish the Institute for Law-Based Economy (“ILBE”), a Russian nonprofit corporation. Complaint ¶ 26. Nancy Zimmerman (“Zimmerman”) is Shleifer’s wife. Elizabeth Hebert (“Hebert”) was Hay’s girlfriend during 1995 and 1996, and she is now Hay’s wife. Complaint ¶ 3. Julia Zagachin (“Zagachin”) was employed by HIID as a Russia Program associate. Complaint ¶¶ 3, 51. Beginning in late 1995 or early 1996, Hay, Hebert, Shleifer, Zimmerman, and Zaga-chin put together a plan to launch the first Russian mutual fund and the first Russian specialized depository for their own personal profit. Complaint ¶ 35. Michael Butler, Esq. (“Butler”) was hired by Harvard, pursuant to Hay’s request, to work directly with Shleifer and Hay on Harvard’s Russia Program. Complaint ¶ 72. A. The Alleged Contract and Fraud Dimitri Vasiliev (“Vasiliev”) was Chairman of an entity identified as the Russian SEC. Complaint ¶ 31. Albert Sokin (“So-kin”) was Vasiliev’s political advisor. Id. The Russian SEC executed a contract (the “Contract”) on July 25, 1996, with Forum Financial Group Consulting LLC (“Forum Consulting”), an entity created by Plaintiffs for the purpose of creating a mutual fund industry in Russia. Complaint ¶¶ 62, 67. Under that Contract, Forum Consulting was to assist the Russian SEC with developing and implementing a Russian mutual fund market. Forum Consulting established a new entity, Forum Financial Group Russia LLC (“Forum Russia”), in order to execute the First Russian Specialized Depository (“FRSD”), a management and custodian service company necessary to administer mutual funds. Complaint ¶ 62. Forum Russia was set up to own and operate the specialized depository; and Keffer and Forum proposed prospective Russian investors to own fifty-one percent of the FRSD, with Forum Russia retaining management control and forty-nine percent of the FRSD. Complaint ¶ 63. Plaintiffs allege that Hay and Shleifer fraudulently conspired with Butler, Zim-mérman, Zagachin, and Hebert to defraud Keffer and Forum of their ownership, control, and prospective economic advantage to be derived from Forum Consulting and Forum Russia. Complaint ¶ 3. Prior to Plaintiffs executing the Contract with the Russian SEC, Plaintiffs allege that Hay and others initiated contact, cultivated a relationship, and facilitated or orchestrated Plaintiffs receiving the Contract with the Russian SEC. In early March 1996, Vasiliev asked Keffer to allow Vasiliev’s advisor, Hay, to visit Forum’s offices in Poland. Complaint ¶ 44. Hebert and Za-gachin actually appeared and toured Forum in Poland. Complaint ¶ 44. On March 18, 1996, Hay “further represented that Keffer and Forum would have management control and a substantial ownership interest in the specialized depository.” Complaint ¶ 47. Plaintiffs believed that the Consulting Contract, based on Hay’s assurances, “was an opportunity for Forum to earn revenues which would support at least a portion of the start-up costs associated with Forum maintaining a high-level staff in Russia to create and operate a specialized depository.” Complaint ¶ 47. Defendants told Plaintiffs that their efforts would be funded by the World Bank for up to $2,500,000. Complaint ¶ 52. Hay, it is alleged, knew these representations were false. Complaint ¶ 47. Plaintiffs also allege that Shleifer and Hay improperly influenced Sokin and his associates by employing him in Harvard’s Russia Program, by providing him with a housing allowance and car service, and by paying him an exorbitant salary funded with USAID funds. Complaint ¶ 32. As of August 23, 1996, Keffer was unaware of Hay’s alleged improper influence over Vasiliev, Sokin, and the Russian SEC. Complaint ¶ 76. Plaintiffs allege that Defendants fraudulently induced them by falsely promising Forum and Keffer that Forum would own and manage the first specialized depository after using their own resources to create it. Complaint ¶¶ 3, 38. Shleifer and Zimmerman traveled to Moscow to meet with Zagachin, Hebert, and Hay in early May 1996. Complaint ¶ 58. On May 13, 1996, the Russian SEC mailed to Forum in Maine written notification, on Russian SEC stationery and signed by a Harvard employee, that Forum’s proposal had been selected by the Russian SEC, and Forum was requested to begin negotiating the terms of the Consulting Contract with the Russian SEC. Complaint ¶ 54. The day after Forum was informed that it would get the Contract with the Russian SEC, Hay, Hebert, Shleifer, and Zimmerman were all actively marketing the forthcoming specialized depository for sale to American investors. Complaint ¶¶ 56, 57. This is the depository that Forum was to create, and Forum believed it would retain substantial ownership of the depository. Hebert’s description, however, of the “management team” included Hebert as Chief Executive Officer and Zagachin as Chief Operating Officer. Complaint ¶ 57. Hebert predicted large profits as a result of the management team’s position of trust with the Russian SEC and the hiring of ILBE as a consultant. Id. Also in May 1996, Hebert and Shleifer formed Pallada Asset Management (“Pallada”), with funds from USAID and Zimmerman, for the purpose of obtaining the first mutual fund license. Complaint ¶¶ 59, 60. Hay, Hebert and Sokin also used United States funds to travel to Russia’s industrial heartland to generate investment interest in Pallada. Russian SEC regulations required Kef-fer and Forum to deposit Four Hundred Thousand Dollars ($400,000) in a cash custody account in Russia as a prerequisite for capitalizing the FRSD. Complaint ¶ 65. In reliance on Hay’s representations of the profitability of Forum’s continued ownership interest, on July 5, 1996, Keffer and Forum deposited that amount into a cash custody account at Citibank’s Moscow branch. Complaint ¶ 66. On July 25, 1996, Forum Consulting and the Russian SEC executed the final Consulting Contract. Complaint ¶ 67. On August 1, 1996, the Russian SEC granted the FRSD the first license to operate a specialized depository. Complaint ¶ 68. On August 8, 1996, Pallada received the first Russian mutual fund license from the Russian SEC, describing the FRSD as its specialized depository. Complaint ¶ 70. Shleifer and Hay could not sell shares of Pallada to investors until the FRSD commenced its fund administration, so Hay requested that Keffer and Forum commence fund administration services to Pallada. Id. Plaintiffs refused to do so until the drafting and revising of the necessary Russian government regulations was completed and Palla-da had a prospectus that disclosed its operating procedures. Id. Around August 19, 1996, Hay informed Keffer that Forum Consulting would not be paid under the Consulting Contract unless: (1) Zagachin owned fifty-one percent of the FRSD, (2) Zagachin had management control of the FRSD, and (3) the FRSD began administering Pallada’s mutual fund by September 2, 1996. Complaint ¶ 71. Keffer told Hay that these demands were unacceptable and warned that the critical legal and institutional infrastructures had not been completed, and that Hay’s insistence that the FRSD administer live operations for Palla-da’s mutual fund on September 2, 1996, would be commercially premature and damaging to the long-term development of a stable mutual fund industry. Complaint ¶¶ 76. In order to resolve the alleged dispute, Plaintiffs contend that Hay proposed a meeting with Keffer and Forum where Butler would act as a “neutral mediator.” Complaint ¶ 72. Plaintiffs allege that Hay intentionally failed to disclose Hay’s and Harvard’s relationship to Butler or the fact that the Russia Program was the subject of an ongoing federal investigation. Complaint ¶ 72. On August 19, 1996, Keffer, Forum staff members, Hebert, and Hay met with Butler, where Keffer disclosed to Butler that “Hay’s conduct was preventing Forum Consulting from completing the necessary recommendations for revisions to the Russian SEC regulations and [that] Forum Consulting was not being paid for its work.” Complaint ¶ 73. Plaintiffs also informed Butler that Hay insisted Zaga-chin have ownership and management control and that Zagachin was not qualified to manage the FRSD. Id. Keffer and his staff also “informed Butler of Hay’s insistence that the FRSD administer Pallada’s mutual fund when the Russian SEC regulations had not been revised and Pallada did not have an adequate prospectus.” Id. On August 19, 1996, unknown to Forum and Keffer, Shleifer and Zimmerman had a private meeting with Zagachin, Hebert, and Hay. Id. On August 20, 1996, Butler proposed a change in Forum’s role, including that Kef-fer sell both Forum Consulting and Forum Russia (owner of the FRSD) to Zagachin for $400,000. Complaint ¶ 74. Butler’s proposal also provided that: (1) Zagachin would continue to perform the obligations set forth in the Consulting Contract, under Forum Consulting’s name; (2) Zagachin would be paid by the World Bank; and (3) Forum would be “precisely defined” as a “subcontractor” and “would process for the first fund to go live on September 2, 1996.” Complaint ¶ 74. Over the course of the next several days, Keffer and Vasiliev argued over specific terms of the Consulting Contract, including timelines and creation of the legal and institutional framework prerequisites necessary to protect Russian investors. Complaint ¶ 78. Keffer had followed Hay’s guidance in prioritizing work under the Contract, and was now receiving conflicting demands from Vasi-liev. Id. At this time, Plaintiffs continued to rely on statements by Vasiliev, who “promised to work with Forum on its problems with the Consulting Contract once ownership of the FRSD was ‘stabilized.’” Id. Only after Vasiliev requested that Kef-fer provide the Russian SEC with a proposal for altering the ownership of the FRSD did Hay’s influence over Vasiliev finally become clear to the Plaintiffs. Complaint ¶¶78, 79. Plaintiffs then believed that “the representations that Hay had made to them about the ownership and control of the FRSD and receiving payment under the Consulting Contract [had been] false.” Complaint ¶ 79. On August 27, 1996, Vasiliev repeated Hay’s demand that Keffer and Forum have the specialized depository working on an aggressive timeline, and he requested that Keffer provide the Russian SEC with a proposal for altering the ownership of the FRSD. Complaint ¶ 78. Plaintiffs concluded at this time “that they had no choice but to stem their mounting financial losses by selling Forum Russia” in its entirety. Complaint ¶ 79. According to Plaintiffs’ allegations, Shleifer and Hay had planned to influence the Russian SEC to withhold payments due Forum under the Consulting Contract so that they could use the resulting financial pressure on Forum as leverage to force Forum to relinquish ownership and control of the specialized depository to them and their co-conspirators after Forum had obtained the license. Complaint ¶ 55. Plaintiffs allege that, due to the financial pressures placed on them and the threats of Hay that he would see to it that the Russian SEC would not perform the Consulting Contract, they reluctantly agreed to sell Forum Russia, including Forum Russia’s ownership of the FRSD and the $400,000 in the Citibank capital account, to Zagachin. Complaint ¶¶ 79, 80. On September 3, 1996 Oasis Financial Services, LLC (“Oasis”) purchased Forum Russia, including the FRSD, from Keffer and Forum Financial for $408,000. Complaint ¶ 80. Hay provided financing to Oasis to assist with the completion of this transaction. Id. Zagachin was the record owner of 99% of Oasis and of Sage Capital, which owned the remaining 1% of Oasis. Id. Plaintiffs allege that Defendants were motivated by ill will, were outrageous, and acted with malice. Complaint ¶ 151. To support this contention, Plaintiffs maintain that Harvard failed to establish a competent system to administer, audit, oversee, supervise and/or control Shleifer’s and Hay’s exercise of their duties, responsibilities, authority and influence in Russia. Complaint ¶24. Harvard lacked proper oversight over HIID because “Harvard administrators [including Shleifer] were aware of abuses [in HIID programs] and allowed them to continue.” Complaint ¶¶ 27, 53. Harvard was aware that ILBE and Harvard employees in Russia “were hired for improper reasons, were unqualified and/or did not show up for work on a regular basis other than to collect their pay.” Complaint ¶28. Harvard, ILBE, and USAID knew, or had reason to know, of evidence of mismanagement of the Russia Program before the Consulting Contract was executed with Forum. Complaint ¶ 26. Additionally, Plaintiffs allege that Shleifer knew of Hay’s activities and gave substantial assistance and encouragement to Hay regarding his dealings with Plaintiffs and the Russia Program. Complaint ¶ 101. Finally, Shleifer acted “in concert with” Hay and “pursuant to a common design with Hay” in the conspiracy to defraud Forum for their own personal financial gain. Complaint ¶ 102. B. Final Developments In January 1997, Forum Consulting executed an Agreement with the Russian SEC (“Release Agreement”) for release of certain claims relating to their previously executed Contract, which terminated on October 10, 1996. See Hay’s Motion to Dismiss with Incorporated Memorandum of Law (Docket No. 30, citing Ex. B). On May 20, 1997, USAID suspended the USAID Contracts based upon findings by its Inspector General of misconduct by Shleifer and Hay in Russia. Complaint ¶ 83. On May 23, 1997, Harvard removed Shleifer and Hay from their positions with Harvard’s Russia Program. Complaint ¶ 84. On August 1, 1997, USAID terminated Harvard’s USAID Contracts. Id. On February 7, 2000, Harvard disbanded HIID. Complaint ¶ 86. On September 26, 2000, the United States filed a civil action in the United States District Court, District of Massachusetts, against Harvard, Shleifer, Hay, Zimmerman, and Hebert, alleging against them, inter alia, claims for violations of the False Claims Act, 31 U.S.C. § 3729, and for fraud and civil conspiracy arising out of their activities to launch the first Russian mutual fund management company and the first Russian specialized depository. Complaint ¶ 87. C. Defendants’ Contacts with Maine For purposes of these Motions to Dismiss, Plaintiffs have alleged that Defendants or their agents made the following relevant contacts with the State of Maine. In February 1996, Hebert telephoned Kef-fer in Maine to discuss Forum creating a mutual fund service company in Russia. Complaint ¶ 41. Beginning in March 1996 and continuing through August 1996, Hay made and received a series of phone calls and faxes to and from Keffer in Maine concerning Forum’s creation of the FRSD. Complaint ¶ 44, 50, 52; Keffer Decl. ¶ 15. Plaintiffs allege that these communications pertained to negotiating the terms of the alleged representations Hay made to Kef-fer, namely, that Forum would retain substantial ownership and management control of the specialized depository entity they were to help create, and that the venture would be profitable to Forum. Complaint ¶¶49, 52. Hebert telephoned Keffer in Maine to advise that she and Zagachin were considering Forum as their fund administrator in Russia. Complaint ¶ 41. In February 1996, Hebert sent three facsimiles to Keffer in Maine regarding her and Zagachin’s plans for mutual fund administration. Complaint ¶¶ 42, 43. Specifically, Plaintiffs allege that Hay drafted and faxed to Forum in Maine a letter dated March 5, 1996, from Dimitri Vasiliev, Chairman of the Russian SEC, encouraging Forum to establish “a company in Russia that would supply fund administrative services to the large number of mutual funds that are being launched in Russia.” Complaint ¶ 44. When Keffer met Hay in Russia on March 18, 1996, Hay identified himself as working for Harvard, explained that he was using USAID grant money to assist the Russian government on the capital market project, and gave Keffer his Harvard business card, which clearly identified his Harvard affiliation. Complaint ¶ 47. Hay sent Keffer a facsimile on March 22, 1996, in Maine, providing his e-mail and mailing addresses in Russia, in care of HIID. Complaint ¶ 50. On April 12, 1996, Shleifer and Hay caused Vasiliev to fax to Forum in Maine a request to submit another proposal for the Specialized Depository Project. Complaint ¶ 52. At Hay’s request, another Harvard employee sent a fax to Forum on May 16, 1996, regarding arrangements for an upcoming visit by Forum to Moscow. Keffer Decl. ¶ 4. From April 5-15, 1996, while Zagachin was an employee of HIID, Zagachin visited Forum in Maine and met with Keffer to conduct due diligence on Forum for Hay, i.e. to meet with Keffer and observe Forum’s operations in order to assist Hay in determining whether Forum was capable of creating the specialized depository in Russia. Complaint ¶ 51. Zagachin’s expenses for this trip were submitted to, and approved by, Hay. See Plaintiffs’ Supplemental Memorandum of Law in Opposition to Defendants Shleifer’s and Hay’s Motions to Dismiss (Docket No. 48); Ex. 7A, 7C (Docket No. 49); see also Reply Memorandum to Plaintiffs’ Supplemental Memorandum of Law in Opposition to Defendants Shleifer’s and Hay’s Motions to Dismiss With Incorporated Memorandum of Law (Docket No. 51). On May 20, 1996, and on other occasions. Hay sent electronic mail to Dana A. Lukens, Esq., a Forum employee in Maine, concerning creation of a specialized depository. Lukens Decl. at ¶ 4. On May 13, 1996, the Russian SEC mailed to Forum in Maine written notification, on Russian SEC stationery signed by a Harvard employee, that Forum’s proposal had been selected by the Russian SEC. Complaint ¶ 54. In August 1996, Zagachin traveled to Forum’s Maine office for a second time to review Forum’s operations for Hay; and her expenses for this trip were again submitted to, and approved by, Hay. Plaintiffs’ Supplemental Memorandum of Law in Opposition to Defendants Shleifer’s and Hay’s Motions to Dismiss (Docket No. 48), Ex. 7A, 7C (Docket No. 49). Zagachin made twelve telephone calls to Forum in Maine in August 1996 as part of her effort to review Forum’s operations for Hay. Id. On September 3, 1996, Oasis Financial Services wired $400,000 to Forum in Maine for purchase of the specialized depository created by Forum and Keffer. Ex. 7D (Docket No. 49). III. DISCUSSION A. The Choice of Law Question A preliminary question for this Court is whether the law of Maine or the law of Massachusetts should be applied in this diversity action. A federal court that “exercises diversity jurisdiction over state-law claims must apply the choice-of-law rules of the state in which it sits.” Burr v. Melville Corporation, 868 F.Supp. 359, 363 (D.Me.1994) (citing Klaxon Co. v. Stentor Electric Manufacturing Co., 313 U.S. 487, 496, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941)). This Court looks to the Restatement (Second) of Conflicts which directs courts to consider which state has the most significant relationship to the occurrence and parties considering the following factors: (1) the place where the injury occurred; (2) the place where the conduct causing injury occurred; (3) the domicile, residence, nationality, place of incorporation, and place of business of the parties; and (4) the place where the relationship, if any, between the parties is centered. Burr, 868 F.Supp. at 363 (citing Restatement (Second) Of Conflicts § 145); see also Adams v. Buffalo Forge Company, 443 A.2d 932, 934-45 (Me.1982). Any injury caused by Defendants occurred in Maine or in Russia, but not in Massachusetts. Plaintiffs never traveled to Massachusetts, and Defendants’ residence or domicile in Massachusetts is not determinative because Plaintiffs reside in Maine. Plaintiffs alleged that the relevant misrepresentations took place, initially, in Maine and, subsequently, in Russia. Defendants’ agents traveled to Maine to initiate the business dealings with Plaintiffs, and the rest of the actions giving rise to the claims took place either in Maine or outside the United States — in Russia and at Plaintiffs’ offices in Poland. Massachusetts certainly has no stronger connection to or greater interest in this case than does Maine. The application of Maine law in these circumstances serves to protect the “more significant relationship ... to the occurrence and the parties.” Mahon v. East Moline Metal Products, 579 A.2d 255, 256-57 (Me.1990)(eiting Adams, 443 A.2d at 934). Because Maine has the most significant relationship to the occurrence and to the parties, the Court will apply Maine law to Plaintiffs’ claims. B. The Motion to Dismiss In deciding a motion to dismiss, the Court assumes that all of the factual allegations in the complaint are true, and it draws all inferences in favor of the Plaintiffs. Resolution Trust Corp. v. Driscoll, 985 F.2d 44, 48 (1st Cir.1993). A “complaint should not be dismissed unless it appears beyond doubt that Plaintiffs can prove no set of facts that would entitle them to relief.” See Federal Deposit Insurance Corporation v. S. Prawer & Co., 829 F.Supp. 453, 455(D.Me.1993) (citations omitted). Defendants have moved jointly for dismissal on several grounds, and Defendants have also raised several personal affirmative defenses. The Court will address each argument in turn. 1. Lack of Personal Jurisdiction under Fed.R.Civ.P. 12(b)(2) Over Defendants In a motion to dismiss for lack of personal jurisdiction, the plaintiff bears the burden of demonstrating that jurisdiction is proper. See Rodriguez v. Fullerton Tires Corp., 115 F.3d 81, 83 (1st Cir.1998) (citing Sawtelle v. Farrell, 70 F.3d 1381, 1387 (1st Cir.1995); Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138, 145 (1st Cir.1995)). The plaintiff must make a prima facie showing of personal jurisdiction by citing to specific evidence in the record. See, Boit v. Gar-Tec Products, 967 F.2d 671, 675 (1st Cir.1992). A Plaintiff must satisfy two cornerstone conditions: “first, that the forum in which the federal district court sits has a long-arm statute that purports to grant jurisdiction over the defendant; and second, that the exercise of jurisdiction pursuant to that statute comports with the strictures of the Constitution.” Foster-Miller, Inc., 46 F.3d at 144 (citations omitted). In a case arising under diversity jurisdiction, a federal court’s personal jurisdiction is equivalent to that of the forum’s state court. See Sawtelle, 70 F.3d at 1387. Thus, in this case, Maine’s long-arm statute defines the limits of the Court’s personal jurisdiction. See 14 M.R.S.A. § 704-A. Because the Law Court has determined that the limits of Maine’s long-arm statute are coextensive with the limits of the Due Process Clause of the Fourteenth Amendment, the Due Process Clause actually determines the limits of the Court’s jurisdictional reach in this diversity case. See Electronic Media Int’l v. Pioneer Communications of America, Inc., 586 A.2d 1256, 1258 (Me.1991) (citing Harriman v. Demoulas Supermarkets, Inc., 518 A.2d 1035, 1036 (Me.1986)). The first condition is met because Maine law authorizes long-arm jurisdiction over out-of-state defendants by statute. See 14 M.R.S.A. § 704-A. The second of the cornerstone conditions “implicates three distinct components, namely, relatedness, purposeful availment (sometimes called ‘minimum contacts’), and reasonableness.” Foster-Miller, Inc., 46 F.3d at 144. The Court will construe the allegations in the record in the light most favorable to the nonmoving party, herein Plaintiffs. See Coolidge v. Judith Gap Lumber Co., 808 F.Supp. 889, 891 (D.Me.1992). Additionally, the Court considers any uncontradicted facts put forward by Defendant. See Boit, 967 F.2d at 675. Once the Court determines that Plaintiffs have made a prima facie showing of Maine’s legitimate interest in the controversy and the requisite minimum contacts, the burden shifts to the Defendants, who, in order to defeat Plaintiffs’ claim of jurisdiction, must show that the Court’s exercise of jurisdiction would not comport with “traditional notions of fair play and substantial justice.” Coolidge, 808 F.Supp. at 891. If a defendant’s activities within the forum state are “continuous and systematic,” the defendant has a sufficient relationship with the forum state to support a finding of general jurisdiction. Helicopteros Nacionales de Colombia, S.A., v. Hall, 466 U.S. 408, 413-14, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). Plaintiffs assert that Defendant Harvard is subject to general personal jurisdiction within the state of Maine on the grounds that Harvard carries on continuous and systematic activities within the state of Maine including, inter alia, ownership of real estate in Maine, sending employees to recruit students in Maine, and the derivation of substantial revenues from tuition paid by Maine residents. See 13-A M.R.S.A. § 1213. Although Harvard originally raised the defense of lack of personal jurisdiction, Harvard does not now contest that it is subject to personal jurisdiction in Maine, and has thereby waived this defense. See IS Charles Alan Wright And Arthur R. Miller, Federal Practice And Procedure § 3522, at 78 (1984)(“Jurisdic-tion over the person is a waivable defect.”); see also, 14 M.R.S.A. § 704-A. Accordingly, the Court has personal jurisdiction over Defendant Harvard in Maine. Plaintiffs assert that the Court has specific personal jurisdiction over Defendants Shleifer and Hay on the grounds that they, in person or through their agents, did or caused a tortious act to be done, or caused the consequences of the tortious act to occur, within the state of Maine. See 14-A M.R.S.A. § 704-A. If a court cannot assert general jurisdiction over a defendant, it may, nevertheless, still assert specific jurisdiction. See United Elec., Radio and Mach. Workers of America v. 163 Pleasant Street Corp., 960 F.2d 1080, 1088 (1st Cir.1992). The First Circuit has formulated a tripartite test for the ascertainment of specific jurisdiction. Id., 960 F.2d at 1089. Thus, “[s]pecific personal jurisdiction may be asserted where the cause of action arises directly out of, or relates to, the defendant’s forum-based contacts.” Id., 960 F.2d at 1088-89 (citations omitted). The “defendant’s in-state contacts must represent a purposeful availment of the privilege of conducting activities in the forum state, thereby invoking the benefits and protections of that state’s laws and making the defendant’s involuntary presence before the state’s courts foreseeable.” Id., 960 F.2d at 1089. Finally, the exercise of jurisdiction must also be reasonable in light of certain “Gestalt factors.” Id. a. Relatedness Plaintiffs contend that their claims relate to Maine. The First Circuit has distinguished the relatedness inquiries essential for contract claims as opposed to tort claims. See Massachusetts School of Law at Andover, Inc. v. American Bar Association, 142 F.3d 26, 35 (1st Cir.1998). For a contract claim, the Court looks to “whether the defendant’s forum-based activities are ‘instrumental in the formation of the contract,’ ” id. (citing Hahn v. Vermont Law Sch., 698 F.2d 48, 51 (1st Cir.1983)); whereas, for a tort claim, the court examines whether the plaintiff has established both ‘“cause in fact (ie. that the injury would not have occurred ‘but for’ the defendant’s forum-state activity) and legal cause (ie. the defendant’s in-state conduct gave birth to the cause of action).’ ” Id. (citing United Elec., Radio & Mach. Workers, 960 F.2d at 1089). Plaintiffs’ claims in this case sound in tort. Thus, the Court will look to see whether Plaintiffs have established cause in fact as well as legal cause. Plaintiffs have alleged that the relevant contacts between Shleifer and Hay with Maine stem from Harvard/HIID’s business dealings with Forum Consulting, including actions taken by agents of the named Defendants. Specifically, Plaintiffs have alleged that representations made to them in Maine adversely affected and interfered with their prospective economic advantage in Forum’s Contract with the Russian SEC, and that the Maine injury was a foreseeable consequence of Defendants’ alleged tor-tious conduct. Plaintiffs have alleged that a conspiracy existed from the inception of the plan to involve Forum Consulting in the USAID project. The first contacts with Keffer and Forum Financial in Maine, Plaintiffs contend, gave birth to the injury because Defendants were planning to defraud Plaintiffs and, in fact, needed Plaintiffs in order to accomplish their scheme. But for Defendants’ original contacts with and solicitation of Plaintiffs’ participation in the Russia Program, including Defendants’ alleged misrepresentations about Plaintiffs’ prospects for profits in helping to set up a mutual fund industry in Russia, as alleged, Plaintiffs would not have been harmed. Plaintiffs have alleged a tortious conspiracy relating to and arising from the very first conversations and meetings held by agents of Harvard, Shleifer, and Hay with Forum Financial in Maine. Since Plaintiffs allege that a conspiracy or fraudulent intent existed from the very beginning relating to the initial contacts with Defendants in Maine, they have sufficiently alleged both cause-in-fact and legal cause for the tort claims in Maine. b. Minimum Contacts Minimum contacts are particularly important to a jurisdictional analysis of tort claims: “In contradistinction to contractual cases, specific jurisdiction in tort cases depends largely on the strength of the connection between the tortious conduct and the contact with the forum, rather than the purposeful availment of benefits in the forum.” Barreras Ruiz v. The American Tobacco Company, 964 F.Supp. 613, 614 (D.P.R.1997) (citing Thompson Trading v. Allied Lyons PLC, 123 F.R.D. 417, 426 (D.R.I.1989)). “[Ejven a single intended act may be sufficient to oblige a foreign corporation to submit to jurisdiction” in the forum state. Barreras Ruiz, 964 F.Supp. at 614 (citing International Shoe v. Washington, 326 U.S. 310, 318, 66 S.Ct. 154, 159, 90 L.Ed. 95 (1945)). By knowingly initiating contact with and shipping a product into Maine, this Court has previously held that, a defendant “could have anticipated invoking the benefits of Maine law.” Coolidge, 808 F.Supp. at 891. Similarly, this Court has previously found that a manufacturer’s awareness that its distributors’ sales territories included Maine as a target market was “the sort of conduct that ‘may indicate an intent or purpose to serve the market in the forum State.’ ” Unicomp, Inc. v. Harcros Pigments, Inc., 994 F.Supp. 24, 27 (D.Me.1998) (quoting Asahi Metal Industry Co., Ltd. v. Superior Court of California, Solano County, 480 U.S. 102, 112, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987)) (emphasis added in Unicomp). In the present case, Plaintiffs have alleged, “that Defendants traveled to Maine in connection with” the business transactions at issue. In addition to numerous mail, facsimile, and telephone communications directed by Defendants to the state of Maine, it is uncontested that Hebert and Zagachin, who are alleged to be co-conspirators in the tortious activities, traveled to Maine at the direction of Hay to solicit the contract with Forum Financial Additionally, Plaintiffs allege that money was wed to Forum in Maine. Although mere awareness that one’s product (or financial payment) will end up in the forum state is not enough to foresee being subject to jurisdiction there, nevertheless, targeting and initiating an ongoing business relationship with a Maine company evinces an intent to avail oneself of the benefits of the forum state, including participation in the market and access to its courts. See Unicomp, 994 F.Supp. at 26 (citing Asahi, 480 U.S. at 112, 107 S.Ct. at 1026). Defendants in this case allegedly purposefully sought out Forum, in Maine, because of its’ expertise, and they traveled to Maine and initiated contacts with Forum in Maine in order to create the business relationship, which became the subject of the Consulting Contract. Cf. Telford Aviation, Inc. v. Raycom National, Inc., 122 F.Supp.2d 44, 47 (D.Me.2000) (holding that phone, fax, and mail communications alone were insufficient to constitute purposeful availment). Such a course of conduct shows that Defendants focused their business efforts on entities and persons in the State of Maine. That is sufficient “additional conduct,” under Asahi, to establish “purposeful availment” of the benefits of doing business in the Maine forum because it shows a specific intent on the part of Defendants to do so. See Unicomp, 994 F.Supp. at 26 (citing Asahi, 480 U.S. at 112, 107 S.Ct. at 1026). The contacts with Maine are sufficiently related to the transaction giving rise to the alleged torts to establish that Defendants purposefully availed themselves of the jurisdiction of Maine. The Court finds Defendants Shleifer and Hay subjected themselves to personal jurisdiction in Maine by, inter alia, directing the actions of their alleged agents in Maine. c. Reasonableness The Court also looks to the “Gestalt factors” in order to determine whether the exercise of jurisdiction is reasonable under the given circumstances, i.e. whether it comports with “fair play and substantial justice.” These factors include: “the plaintiffs interest in obtaining convenient and effective relief; the burden imposed upon the defendant by requiring it to appear; the forum’s adjudicatory interest; the interstate judicial system’s interest in the place of adjudication; and the common interest of all affected sovereigns, state and federal, in promoting substantive social policies.” Donatelli v. National Hockey League, 898 F.2d 459, 465 (1st Cir.1990) (citations omitted). Defendants have the burden to demonstrate that jurisdiction would not be reasonable. See Coolidge, 808 F.Supp. at 891. In this case, the balancing of the Gestalt factors weighs in favor of the Court exercising personal jurisdiction over Defendants Shleifer and Hay. As Maine residents, Plaintiffs have a strong interest in litigating the case in Maine. Defendants, although residing outside the state, are both United States citizens, and are not far away, and would not be unfairly burdened by being required to litigate in this Court as opposed to the District Court in Massachusetts. Litigating this case in Maine would not be burdensome to Defendant Shleifer. Although Hay currently lives in Russia, he formerly lived and worked in Massachusetts, and he is still a United States citizen who maintains ties there. According to the record, it appears that Defendant Hay has voluntarily consented to personal jurisdiction in Massachusetts and, indeed, has been appearing in the United States District Court for the District of Massachusetts as a Defendant against the United States. See United States v. President and Fellows of Harvard College, Civ. No. 00-11977DPW (D. Mass., filed Sept. 26, 2000). Hay cannot claim that jurisdiction in Maine — two hours away — is unreasonable. No other forum has a greater interest in having the case decided in its jurisdiction. Finally, Plaintiffs have further alleged that the Defendants sought out, by activities directed into the state of Maine, Plaintiff Forum, a Maine company, for its expertise in international monetary policy development and capital market abilities, and they might be expected to face litigation in the state of Maine, regardless of the fact that the subject matter of the contract and the bulk of activities were performed outside of the United States, e.g., in Russia. Consideration of the above factors leads the Court to conclude that the exercise of specific personal jurisdiction over Defendants Shleifer and Hay is reasonable and appropriate in this case. 2. Personal Service on Hay Defendant Hay reasserts the defense of lack of service of process by claiming that personal service on his attorney was not “good and sufficient.” Due process concerns require that notice be “reasonably calculated, under all the circumstances, to apprise interested parties of the pendency of the action and afford them an opportunity to present their objections.” United States v. Giraldo, 45 F.3d 509, 511 (1st Cir.1995) (citing Mullane v. Central Hanover Bank & Trust Co., 339 U.S. 306, 314, 70 S.Ct. 652, 657, 94 L.Ed. 865 (1950)). In order to provide personal service on Hay, Chief Judge Hornby directed that service of process be made on attorney Lawrence Spiegel, Esq. of Skadden Arps Slate Meagher & Flom, LLP in New York pursuant to Fed.R.Civ.P. 4(f)(3). See Order (Docket No. 22). Plaintiffs served, pursuant to that Order, a Summons and copy of the Complaint on Attorney Spiegel via certified mail, and the Return of Service was filed with this Court. Judge Hornby concluded “that service of process via Spiegel is appropriate given Hay’s efforts to evade service in Russia and Spiegel’s recent acceptance of service on Hay’s behalf in a case also involving Hay’s business dealings in Russia.” Id. Attorney Speigel never argued that Hay failed to have notice, or that Speigel was not in contact with Hay. In fact, Defendant Hay obtained local counsel in Portland, Maine and filed a Motion to Dismiss. It appears that the court-directed service to Hay’s attorney, Speigel, was reasonably calculated to, and did, in fact, accomplish such notice to Defendant Hay. The service of process on Hay comports with due process, and is, therefore, “good and sufficient.” United States v. One Urban Lot, 885 F.2d 994, 998-99 (1st Cir.1989) (quoting Mullane, 339 U.S. at 314, 70 S.Ct. 652). 3. Transfer Defendants have moved for Transfer to the United States District Court for the District of Massachusetts because of improper venue, pursuant to 28 U.S.C. §§ 1406, 1631, and 1404. Pursuant to 28 U.S.C. § 1406, a District Court may transfer a case to another District Court if venue is improper in the forum state or the Court lacks personal jurisdiction; under 28 U.S.C. § 1631, transfer is appropriate to cure want of jurisdiction; and 28 U.S.C. § 1404 simply permits a change of venue “in the interest of justice” to any other district where it might have been brought. Venue is proper in a judicial district (1) where any Defendant resides, (2) in which a substantial part of the events or omissions giving rise to the claim occurred, or (3) in which any Defendant is subject to personal jurisdiction. See 28 U.S.C. § 1391(a). If a Defendant is a corporation, venue is proper where there is personal jurisdiction. See 28 U.S.C. § 1391(c). Because the District of Maine has personal jurisdiction over Defendants and a substantial part of the events giving rise to the claims occurred in Maine, venue is proper in Maine, and transfer to Massachusetts is unnecessary under 28 U.S.C. § 1406. Similarly, because the Court has jurisdiction over Defendants, 28 U.S.C. § 1631 is inapplicable here. See Pedzewick v. Foe, 963 F.Supp. 48 (D.Mass.1997). According to 28 U.S.C. § 1404(a), Plaintiffs choice of forum is entitled to great weight. See Ashmore, 925 F.Supp. at 39 (holding that the “First Circuit’s clear directive [is] that [Plaintiffs] choice [of forum] should be given ‘substantial deference’ whether or not Plaintiffs reside in the forum” (citations omitted)). Defendants bear a substantial burden of demonstrating why there should be a change of forum, “[t]he evidence presented by Defendant must weigh heavily in favor of transfer before this Court will disturb Plaintiffs choice of this forum' — especially since this forum is Plaintiffs home forum.” Demont & Associates v. Berry, 77 F.Supp.2d 171, 173 (D.Me.1999) (citing, inter alia, Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255-56, 102 S.Ct. 252, 266, 70 L.Ed.2d 419 (1981)). While it appears that venue may also be proper in the District of Massachusetts, where the United States District Court would also have personal jurisdiction over the Defendants, Defendants have not met their burden of establishing that transfer is warranted. Defendants’ main argument in support of transfer appears to be for their own convenience. This Court has held that the inconvenience “presumably due to the business costs of litigating in a venue a few hours away by car,” when balanced with the “relative financial strength of the parties to absorb the costs of litigation,” and “amorphous allegations of inconvenience regarding unspecified documents, as with unnamed witnesses, are inadequate to satisfy the required clear showing of balancing of conveniences in favor of [Defendant].” Ashmore, 925 F.Supp. at 39. Further, in Ashmore, this Court found that considerations “in the interest of justice” weighed in favor of denying the transfer of venue out of Maine because the parties could receive an earlier resolution of the matter in Maine than would likely be afforded because of a heavier Massachusetts docket, which would likely result in “slower adjudication of the merits of the case.” Ashmore, 925 F.Supp., at 39-40. Additionally, Defendants have failed to show any significant burden imposed by a trial in Maine as opposed to Massachusetts (where only two of the Defendants reside) or Russia (where some of the events occurred and only one Defendant resides). See Mahon, 579 A.2d at 256-57. The convenience of Defendants when juxtaposed against the interests of justice is simply insufficient to warrant transfer. Defendants have further argued that this Court should exercise its discretion in granting their motion for Transfer. Defendants rely on Bayside Enterprises, Inc. v. Mattern’s Hatchery, Inc., 741 F.Supp. 21, 22 (D.Me.1990), for support of their Motion for Transfer. In Bayside, the Court found that two similar cases proceeding in two different federal courts entailed duplicative litigation and granted Defendant’s Motion to Transfer. Bayside, 741 F.Supp. at 22. This Court’s holding in Bayside is distinguishable since there was not just an overlap of issues with the same Defendants, as in this case, but the parties, both Plaintiff and Defendants, were identical. The Court considered the order in which jurisdiction was obtained by the two courts, the availability of documents, and the possibilities of consolidation, and noted a general preference in a choice-of-venue decision for the first filed action. Id. Plaintiffs have argued that this case is not to be appropriately consolidated with the case brought by the United States against these Defendants in the District of Massachusetts because Plaintiffs are not parties to that case and Plaintiffs’ claims represent only a small part of the factual issues presented in the pending Massachusetts case. Consolidating Plaintiffs’ case, they argue, would therefore risk it becoming subservient to the more extensive and complex factual issues presented in the federal lawsuit and would expose Plaintiffs to unnecessary and undue expense and delay. Weighing the factors noted above, the Court finds that this suit does not warrant a discretionary transfer under 28 U.S.C. § 1404(a). Accordingly, the Motion for Transfer will be denied. 4. Forum Non Conveniens Defendants contend that the United States Court for the District of Maine should decline to hear this case because the doctrine of forum non conveniens provides that Russia would be a more appropriate forum for the disposition of the matters at issue herein. “The doctrine of forum non conveniens permits a trial court, on a discretionary basis, to dismiss a case where an alternative forum is a available in another country that is fair to the parties and substantially more convenient for them or the courts.” Nowak v. Tak How Investments, Ltd., 94 F.3d 708, 719 (1st Cir.1996)(citing Howe v. Goldcorp Invs., Ltd., 946 F.2d 944, 947 (1st Cir.1991), cert. denied, 502 U.S. 1095, 112 S.Ct. 1172, 117 L.Ed.2d 418.) Because “there is a strong presumption in favor of a plaintiffs forum choice, the defendant must bear the burden of proving both the availability of an adequate alternative forum and that considerations of convenience and judicial efficiency strongly favor litigating the claim in the alternative forum.” Id. “Forum non conveniens is a flexible, practical doctrine designed to avoid trials in places so ‘inconvenient’ that transfer is needed to avoid serious unfairness,” and plaintiffs choice of forum is to be disturbed only “rarely.” Id. (citing Howe v. Goldcorp Investments, Ltd., 946 F.2d 944, 945 (1st Cir.1991); Piper Air craft Co. v. Reyno, 454 U.S. 235, 259, 102 S.Ct. 252, 267, 70 L.Ed.2d 419 (1981); Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 507, 67 S.Ct. 839, 842, 91 L.Ed. 1055 (1947)). Assuming an adequate alternative forum exists in which the case may be heard, “the Court then must balance a series of private and public interests in determining whether to retain the case or dismiss it in favor of [the] alternative forum.” Manela v. Garantia Banking Ltd., 940 F.Supp. 584, 590 (S.D.N.Y.1996) (quoting citations omitted). Private interest factors include the “relative ease of access to sources of proof, availability of compulsory process, comparative trial costs, ability to enforce a judgment, ‘and all other practical problems that make trial of a case easy, expeditious and inexpensive.” ’ Nowak, 94 F.3d at 719 (quoting Gilbert, 330 U.S. at 508, 67 S.Ct. at 843). Public interest factors include “the practical difficulties of unnecessarily imposing upon a busy court the obligation to hear a case more fairly adjudicated elsewhere, the imposition on jurors called to hear a case that has no relation to their community, and the familiarity of the court with applicable laws.” Id. at 719-20. Defendants claim that this case is at root a predominantly Russian affair, “Russian courts can decide cases arising out of economic torts” and that the alternative forum need not be equivalent to the chosen forum to be adequate. Docket No. 44 at 4. Plaintiffs respond arguing that Defendants have failed to establish that Russia would provide an adequate alternative forum for this litigation. Specifically, Plaintiffs assert that all parties are United States citizens, there is no basis for the Court to conclude that either Harvard or Shleifer would be amenable to process in Russia or would consent to suit there, and finally, although involving some transactions and property losses in Russia, is essentially local to the Maine Plaintiffs. Defendants also argue that issues of Russian law make adjudication in Russia more appropriate. Plaintiffs deny that a United States Court will have to pass on any Russian laws in order to resolve the controversy. The Court finds that Defendants have failed to meet their burden of demonstrating either oppressiveness to them or that plaintiffs have no, or only a slight, interest in the convenience of Maine as the forum for adjudicating their claims. Some of the factors weighing against the application of the doctrine in this case include, inter alia, that all parties to this lawsuit are United States citizens, that all Plaintiffs are residents of Maine, that all Defendants but Hay are residents of Massachusetts, and that a significant portion of the alleged tortious activity took place in Maine. Defendants have failed to demonstrate that Russia provides an adequate alternative forum, that Defendants Shleifer and Harvard would be amenable to service of process in Russia or would consent to suit there, or the existence of a specific witness or documents located in Russia, which would necessitate the litigation taking place there. Contrary to Defendants’ assertions, it does not appear that the Court will have to interpret or rule on any official Russian laws or decisions and, that, even if that should occur, the interpretation or application of some provisions of Russian law would not be beyond the objective capacity of the Court. The fact that Russian SEC actions may be offered as proof in the case may not require this Court’s interpretation of underlying Russian law. For the foregoing reasons, Defendants’ motion for forum non conveniens transfer is denied. 5. Failure to State a Claim Upon Which Relief Can Be Granted Defendant Hay has moved to dismiss Plaintiffs’ Complaint for failure to state claims upon which relief can be granted pursuant to Fed.R.Civ.P. 12(b)(6). The Court will also address the sufficiency of the claims against Defendants Shleifer and Harvard because each of those Defendants has adopted the Hay’s arguments. When evaluating a motion to dismiss under Rule 12(b)(6), the court takes the “well-pleaded facts as they appear in the complaint, extending the plaintiff every reasonable inference in his favor.” Pihl v. Massachusetts Dep’t of Educ., 9 F.3d 184, 187 (1st Cir.1993). The First Circuit has stated, that in order to survive a motion to dismiss, “plaintiffs must set forth ‘factual allegations, either direct or inferential, regarding each material element necessary to sustain recovery.’ ” Doyle v. Hasbro, Inc., 103 F.3d 186, 190 (1st Cir.1996) (citations omitted). The Court will address each claim, including each element of the claim, in turn. a. Tortious Interference With Prospective Economic Advantage In order to establish the elements of tortious interference with prospective economic advantage under Maine law, Plaintiffs must show “ ‘the existence of a valid contract or prospective economic advantage, interference with that contract or advantage through fraud or intimidation, and damages proximately caused by the interference.’ ” James v. MacDonald, 712 A.2d 1054, 1057 (Me.1998) (quoting Barnes v. Zappia, 658 A.2d 1086, 1090 (Me.1995)). In addition to the Contract here, Plaintiffs have set forth allegations of the existence of prospective economic advantage involving their business venture in Russia to create and launch the FRSD and the first mutual funds, and their potential advantage of earning profits over some period of time managing and administering the FRSD. The facts alleged in this case support an inference that Defendants’ actions induced Plaintiffs to expect to profit from their substantial investment into developing a mutual fund industry in Russia. Plaintiffs have alleged that Hay told them that for their efforts, they could expect to earn up to $2,500,000 from World Bank Funds. Complaint ¶ 52. Plaintiffs also alleged that “Hay indicated that the Consulting Contract was an opportunity for Forum to earn revenues which would support at least a portion of the start-up costs associated with Forum maintaining a high-level staff in Russia to create and operate a specialized depository.” Complaint ¶ 47. Plaintiffs have also sufficiently alleged interference through fraud. Under Maine law a plaintiff alleges evidence sufficient to support a jury finding of fraud for purposes of establishing tortious interference when a defendants “repeatedly promised the plaintiffs that they would receive a permit for the 1994-95 urchin buying season while at the same time entering into formal agreements with other buyers, and that in reliance on [defendants’] assertions, [plaintiffs] failed to make alternative arrangements for urchin buying or to challenge the permit process.” James, 712 A.2d at 1058. Similarly, Plaintiffs in this case have alleged that Defendants solicited investors from California and around the United States, while simultaneously promising Plaintiffs that they would own (except for any necessary Russian ownership, e.g., 51 percent) and control management of the FRSD. On May 14, 1996, one day after Forum was notified that the Russian SEC had selected its proposal, Hay, Hebert, and Zagachin began offering to sell ownership of the FRSD to Zimmerman and other American investors. Complaint ¶ 56. Specifically, Hebert described the management team of the specialized depository as including herself as Chief Executive Officer and Zagachin as Chief Operating Officer, and she predicted large profits as a result of the management team’s position of trust with the Russian SEC and the hiring of ILBE as a consultant. Complaint ¶ 57. In James, the jury was permitted to infer from circumstantial evidence an intent to interfere based on defendants’ repeated assurances to the contrary that plaintiffs would be issued a license, while they were accepting money and issuing permits to others. James, 712 A.2d at 1058. Another aspect of the fraudulent interference is evidenced by the contention that the Russian SEC, under Shleifer’s and Hay’s influence, turned down qualified applications to operate mutual funds and specialized depositories in Russia from Credit Suisse First Boston and Pioneer Group, Inc. as a part of a con