Full opinion text
OPINION and OEDEE KIMBA M. WOOD, District Judge. Plaintiff John Q. Kelly, Esq. sues MD Buy-line, Inc. (“MDB”) a Texas corporation, for breach of a three-year retainer agreement. Plaintiff also asserts claims related to this retainer agreement against the individual defendants. I referred this case to Magistrate Judge Michael H. Dolinger for pre-trial supervision and to make recommendations on dispositive motions. Defendants have moved to dismiss the complaint on several different grounds. In a Eeport and Eecommendation dated February 3, 1998 (“the Eeport”), Magistrate Judge Dolinger recommended that defendants’ motion be granted in part and denied in part. Defendant MDB and Lawrence Malcolmson have filed timely objections to portions of the Eeport, to which plaintiff has filed a timely response. Pursuant to 28 U.S.C. § 636(b)(1)(B), I review de novo those portions of the Eeport to which defendants object. For the reasons stated below, I adopt the Eeport, attached hereto. I. Discussion A. The Report and Defendants’ Objections In Magistrate Dolinger’s excellent, extensively researched and carefully prepared Ee-port, he made the following recommendations. He recommended that defendants’ motion to dismiss for lack of personal jurisdiction be granted as to plaintiffs tortious interference claim against individual defendants Galen Eobbins, Larry Malcolmson, and Henry Marriot, and denied as to plaintiffs contract claim against MDB and fraud claim against Malcolmson. He recommended that defendants’ motion to dismiss plaintiffs remaining claims pursuant to Eule 12(b)(6) of the Federal Eules of the Civil Procedure be denied. He also recommended that defendants’ motion to dismiss on grounds of improper venue and forum non conveniens be denied. Defendants’ principal objection is to the recommendation that their motion to dismiss plaintiffs contract claim be denied. Defendants also argue that if the contract claim is dismissed, the fraud claim should be dismissed as well. Defendants seek interlocutory appeal to the Second Circuit Court of Appeals if the Court adopts the recommendation in the Eeport that plaintiff has a viable contract claim. Defendants also object to the recommendation that plaintiffs fraud claim survive defendants’ motion to dismiss. Because plaintiffs allegations are summarized in the Eeport, (see Eeport at 428-429), I shall proceed directly to defendants’ objections. 1. Plaintiffs Contract Claim Defendants’ principal argument is that under In re Cooperman, 83 N.Y.2d 465, 611 N.Y.S.2d 465, 633 N.E.2d 1069 (1994), the retainer agreement between plaintiff and defendant MDB is unenforceable. Defendants also argue that the retainer agreement is invalid under contract law, that the retainer agreement’s termination agreement invalidates the retainer agreement, and that there is no other basis upon which to sustain plaintiffs contract claim. a. Contract Enforceability under In re Cooperman The central question before the New York Court of Appeals in Cooperman was whether an attorney’s repeated use. of special nonrefundable retainer fee agreements with his clients violated the Code of Professional Se-sponsibility. Cooperman, 83 N.Y.2d at 469-70, 611 N.Y.S.2d at 466-67, 633 N.E.2d 1069. The retainer agreements provided for a minimum fee that was not refundable regardless of when the client decided to discontinue the attorney’s services. Id. The Court of Appeals held that “use of a special nonrefundable retainer fee agreement clashes with public policy because it inappropriately compromises the right to sever the fiduciary services relationship with the lawyer.” 83 N.Y.2d at 473-74, 611 N.Y.S.2d at 468, 633 N.E.2d 1069. In his Report, Magistrate Judge Dolinger examined Cooperman against the background of the law governing retainer agreements between attorneys and clients. As the Report explains, the Court of Appeals has held that an attorney’s right to compensation for services rendered prior to his or her termination is not limited to the fees the attorney deserves (in quantum meruit) “where an- attorney is employed under a general retainer for a fixed period of time to perform legal services in relation to matters that may arise during the period of the contract.” See Martin v. Camp, 219 N.Y. 170, 176, 114 N.E. 46, 48 (1916) (emphasis added). Such general retainer agreements provide that the attorney will be available for a period of time, whereas in “special” retainer agreements the attorney is hired to handle a specific case or matter. With special retainer agreements, an attorney’s right to compensation for services rendered prior to his or her termination is limited to the fees the attorney deserves. Id. In the instant action, plaintiff asserts that he signed a three-year contract with MDB. In this contract, plaintiff agreed to perform legal services as need by the company for a three-year period. In exchange, MDB agreed to pay plaintiff $165,000.00 for the first year, payable in monthly installments, and $180,000.00 for each of the second and third years, also in equal monthly installments. (Complaint at ¶ 16-17.) Magistrate Judge Dolinger found that this agreement was a general retainer agreement. (See Report at 449.) I agree. Magistrate Judge Dolinger concluded that the New York Court of Appeals’s decision in Cooperman applied only to nonre-fundability provisions in special retainer agreements, not to non-refundability provisions in general retainer agreements. (See Report at 447-448.) In his analysis, Magistrate Judge Dolinger confronted the language in Cooperman that defendants claim mandates granting their motion to dismiss. That language is as follows: Our holding today makes the conduct of trading in special nonrefundable retainer fee agreements subject to appropriate professional discipline. Moreover, we intend no effect or disturbance with respect to other types of appropriate and ethical fee agreements (see, Brickman and Cunningham, Nonrefundable Retainers Revisited, 72 NCLRev 1, 6 [1993]). Minimum fee arrangements and general retainers that provide for fees, not laden with the nonre-fundability impediment irrespective of any services, will continue to be valid and not subject in and of themselves to professional discipline. Cooperman, 83 N.Y.2d at 476, 611 N.Y.S.2d at 470, 633 N.E.2d 1069 (Report at 448). Magistrate Judge Dolinger carefully explained 'why, despite the language emphasized in this passage, the prohibition in the Cooperman decision is limited to nonrefund-ability provisions in special retainer agreements. Defendants urge that the emphasized language clearly establishes that a general retainer with a nonrefundability provision is invalid. In view of the fact that the Cooperman court scrupulously (and consistently) identifies the issue before the court as the use of “special” nonrefundable retainer free agreements, see Cooperman, 83 N.Y.2d at 469, 471, 473, 475, 476, 611 N.Y.S.2d at 466, 467, 469, 470, 633 N.E.2d 1069, it is not plausible to read the Cooperman decision as overruling, sub silencio, the line of authority that establishes the difference in damages available for special and general retainer provisions. For this reason, and the other reasons set forth in the Report, (see Report 447-450), which more than adequately addresses the issues raised in defendants’ objections to the Report, I find that Cooperman does not compel dismissing plaintiffs contract claim. b. Is Retainer Agreement Otherwise Enforceable? Defendants argue that the retainer agreement between plaintiff and defendant MDB is unenforceable, as a matter of law, under contract principles. In support of this contention, defendants principally rely on Joel R. Brandes, P.C. v. Zingmond, 573 N.Y.S.2d 579, 586, 151 Misc.2d 671 (Sup.Ct.1991). In Brandes, the court held that a nonrefundable matrimonial retainer agreement was not enforceable. Id. Among other grounds, the Court reasoned that enforcing the agreement, which provided for a $15,000 nonrefundable fee, would significantly chill the right of the client to discharge his or her lawyer. Id. at 583, 151 Misc.2d 671. However, the retainer agreement at issue in the instant case is not controlled by Brandes. Outside the context of disciplinary actions, the New York courts continue to treat general retainer agreements differently from special retainer agreements in contract. actions. Cf. Ehrlich v. Rebco Ins. Exchange Ltd., 198 A.D.2d 58, 58, 604 N.Y.S.2d 729, 729 (App.Div. 1st Dep’t 1993) (holding that issues of fact remained as to whether there was a “general retainer” which would except plaintiff from rule limiting attorneys’ recovery in quantum meruit). Accordingly, general contract principles do not invalidate the retainer agreement at issue here. Defendants also argue that under Cohen v. Radio-Electronics Officers Union, 146 N.J. 140, 679 A.2d 1188 (1996), the retainer agreement is unenforceable because the notice of termination provision is excessive. In Cohen the Supreme Court of New Jersey held that, in the circumstances of that case, a provision for six-months notice of termination excessively burdened the client’s right to hire and to discharge his lawyer. Cohen, 146 N.J. at 160, 679 A.2d at 1198. However, the Cohen court still allowed Cohen to recover in quantum meruit for the reasonable value of the services that he provided. 146 N.J. at 164-65, 679 A.2d at 1200. The Cohen court held that in quantum meruit services included the cost for reasonable notice of termination, which the court calculated as one-month’s notice of termination. Id. Cohen does not stand for the proposition that any retainer agreement with a six-month notice of termination provision is invalid. In the circumstances of this case, the Court is not prepared to find that the retainer agreement is invalid solely on the basis of its six-month notice of termination provision. Because the Court does not find that plaintiffs contract claim to enforce the retainer agreement presents a controlling question of law as to which there is substantial ground for difference of opinion, the Court declines defendants’ request to certify this issue for interlocutory appeal pursuant to 28 U.S.C. § 1292. 2. Plaintiff’s Fraud Claim Defendants argue that the Beport errs in upholding plaintiffs fraud claim, because, defendants claim, it arises out of the same facts that support the breach of contract claim. Defendants also assert that the Report errs in finding that plaintiffs allegations to justify discovery. Because I find that the issues raised in defendants’ arguments are addressed in the Report, (see Report at 433-439), and I agree with their treatment in the Report, I see no utility in further discussion of them here. II. Conclusion For the reasons stated above as well as those stated in the Report, I grant defendants’ motion to dismiss for lack of personal jurisdiction as. to plaintiffs tortious interference claim against individual defendants Galen Robbins, Larry Malcolmson, and Henry Marriot, and deny that motion as to plaintiffs contract claim against MDB and fraud claim against Malcolmson. However, I deny defendants’ motion to dismiss plaintiffs other claims pursuant to Rule 12(b)(6) of the Federal Rules of the Civil Procedure, and defendants’ motion to dismiss on' grounds of improper venue and forum non conveniens. I also deny defendants’ motion for interlocutory appeal pursuant to 28 U.S.C. § 1292, and defendants’ request for oral argument on their motion to dismiss. The parties are directed to submit a revised scheduling order to Magistrate Judge Dolinger by April 16, 1998, or as directed by Magistrate Judge Dolinger, which scheduling order sets this case as ready for trial by June 22, 1998. SO ORDERED. REPORT & RECOMMENDATION DOLINGER, United States Magistrate Judge. John Q. Kelly, Esq. is an attorney practicing in the State of New York. In 1995 he entered into a three-year retainer agreement with a Texas corporation known as MD Buy-line, Inc. (“MDB”). Fourteen months later, in December 1996, MDB repudiated the agreement, thus triggering the current lawsuit. In this diversity action, Kelly sues MDB for breach of the agreement. He also pursues related claims against three individual defendants. He sues Larry Malcolmson, MDB’s President and Chief Executive Officer, for fraud in connection with an amendment of the same contract, and asserts a claim against three officers and controlling shareholders of MDB — Malcolmson, Dr. Galen Robbins and Dr. Henry Marriott — for tortious interference with the contractual relationship between him and MDB. In response, defendants have moved to dismiss the complaint in its entirety on three grounds. First, they argue that they are not subject to the jurisdiction of this court, since they are all domiciled in other states and purportedly have had no contacts with New York that are relevant to plaintiffs claims. Second, they assert that this is not the proper venue for this suit because the pertinent events occurred elsewhere or, alternatively, that the case should be transferred to the Northern District of Texas for the convenience of the parties and witnesses. Third, they seek dismissal of the complaint for failure to state a claim upon which relief can be granted, targeting particularly plaintiffs contract-breach claim on the basis that the three-year retainer is unenforceable under public policy recognized by the New York courts. For the reasons that follow, I recommend that the motion to dismiss for lack of personal jurisdiction be granted with respect to the tortious interference claim against Robbins, Marriott and Malcolmson and denied with respect to the contract claim against MDB and the fraud claim against Malcolmson. I further recommend that the venue, forum non conveniens and Rule 12(b)(6) defenses be rejected with respect to the remaining claims. I. Plaintiff’s Allegations Plaintiff is a New York City attorney. In his complaint he alleges that in 1992 he entered into an agreement with MDB, a Texas-based company, to provide legal services for “a fixed annual fee, payable in monthly increments.” (Complaint at ¶ 16). According to plaintiff, on or about October 25, 1995 he and MDB signed a three-year contract under which he agreed to continue to provide legal services, as needed by the company. In return, MDB committed itself to pay him $165,000.00 for the first year, payable in monthly installments of $13,750.00, and to pay him $180,000.00 for each of the second and third years, in monthly installments of $15,000.00. (Id. at ¶ 17). Under this agreement, as later revised, plaintiff performed a variety of legal services for the client until December 1996. (Id. at ¶¶ 18-19, 27). Plaintiff asserts that in September 1996 defendant Malcolmson, who is a substantial shareholder of MDB as well as its President and Chief Executive Officer, telephoned him and requested that he accept a reduction to $150,000.00 in his annual pay for the second and third years of the contract term because MDB was encountering financial difficulties. Plaintiff agreed to the reduction. (Id. at ¶ 21). According to Kelly, beginning in September 1996 he undertook legal representation of another client in a civil case in California, but arranged for other attorneys to share the responsibility for that lawsuit in order to ensure his availability for any work required by MDB. (Id. at ¶¶ 23-24). Despite Kelly’s alleged availability, he reports that on November 5, 1996 Malcolmson informed him in writing that MDB would cease making payments under the contract, assertedly because Kelly had been unavailable for six weeks, presumably while he was in California. (Id. at ¶ 25). Plaintiff insists that this complaint was baseless, and in fact Malcolmson subsequently agreed to resume payments. (Id. at ¶¶ 26-27). In apparent reliance on this promise to resume payments, Kelly allegedly performed additional services for the company. Nonetheless, no payments were forthcoming from MDB, and the company officially terminated the agreement on or about December 13, 1996 without having made any payments since October 1996. (Id. at ¶ 27-28). Based on these allegations, plaintiff asserts three claims. His first is that MDB breached the three-year retainer agreement by terminating it after less than fourteen months and by failing to pay him beyond the thirteenth month of the contractual relationship. (Id. at ¶¶ 30-32). Plaintiff next articulates a fraud claim against Malcolmson. This claim is based on the allegation that in September 1996 Mal-colmson induced him to accept a decrease in his contractually guaranteed fee for the remaining two years of the retainer agreement by a deliberate misrepresentation to the effect that, if he agreed, MDB would make all required payments without interruption and that the contract would remain in force to the end of its term. According to plaintiff, Mal-colmson made this offer to enhance the market value of the MDB shares while he and his fellow shareholders sought to sell the company. Kelly further alleges that Malcolmson knew at the time that MDB would not honor the contract and fraudulently induced him to accept the contractual modification. (Id. at ¶¶ 34-39). Plaintiffs third claim is asserted against Malcolmson and Drs. Robbins and Marriott, who are identified as the other principal shareholders of the company. (Id. at ¶¶ 13-14, 41). Kelly claims that the three shareholders engaged in tortious interference with his contractual relationship with MDB. Specifically, he alleges that they manufactured a baseless complaint that he had not been available to provide services to the company during a six-week period in the Autumn of 1996 and then arranged for the corporation to terminate its retainer relationship with him, in violation of the asserted terms of the contract. (Id. at ¶¶ 42-49). II. ANALYSIS As noted, defendants have launched a mul-ti-pronged attack on the complaint, challenging personal jurisdiction, venue and the legal adequacy of the claims. I address these arguments in the order in which they are presented. A. Personal Jurisdiction Defendants first argue that this Court does not have personal jurisdiction over them. In a diversity case, we must look to the forum state’s long-arm statute to determine whether personal jurisdiction exists over a non-resident defendant. E.g., Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 567 (2d Cir.) cert. denied, — U.S. —, 117 S.Ct. 508, 136 L.Ed.2d 398 (1996); Arrowsmith v. United Press Int’l, 320 F.2d 219, 222-25 (2d Cir. 1963) (en banc). If the relevant statute authorizes the assertion of such jurisdiction, the court must then decide whether the exercise of that jurisdiction would comport with federal standards of due process. E.g., Metropolitan Life, 84 F.3d at 567 (citing Arrowsmith, 320 F.2d at 223). When jurisdiction is challenged, the plaintiff must carry the burden of showing that the defendant is subject to the court’s jurisdiction. E.g., Metropolitan Life Ins. Co., 84 F.3d at 566. The extent of that burden varies, however, depending upon the procedural posture of the case. E.g., Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir.), cert. denied, 498 U.S. 854, 111 S.Ct. 150, 112 L.Ed.2d 116 (1990). In this case defendants’ jurisdictional challenge precedes any pretrial discovery. Prior to discovery, the plaintiff need only make legally sufficient allegations of jurisdiction to defeat a motion to dismiss. E.g., New Moon Shipping Co. Ltd. v. Man B & W Diesel Ag, 121 F.3d 24, 29 (2d Cir.1997); Metropolitan Life, 84 F.3d at 566-67. In assessing such a challenge, the court should assume the truth of all well-pled jurisdictional allegations found in the complaint or in supporting affidavits offered by the plaintiff, see, e.g., PDK Labs, Inc. v. Friedlander, 103 F.3d 1105, 1108 (2d Cir.1997), and should read any ambiguities in those allegations in a light favorable to the plaintiff. See, e.g., CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir.1986). Applying these standards, we address separately the jurisdictional arguments of each of the defendants. 1. MDB Plaintiffs contract-breach claim is asserted solely against MDB. In seeking dismissal for lack of jurisdiction, the company relies upon representations by Malcolmson to the effect that MDB is incorporated and based in Texas and “has neither transacted business in New York from which Kelly’s claim arose nor contracted to supply goods and services to New York from which Kelly’s claim arose.” (Declaration of Larry Mal-colmson, executed Feb. 9, 1997, at ¶ 9). For reasons to be noted, plaintiff has adequately alleged a factual basis to invoke the personal jurisdiction of this court over MDB. The pertinent statutory provision is section 302(a)(1) of the New York Civil Practice Law and Rules, which subjects a foreign corporation to personal jurisdiction if it “transacts any business within the state,” provided that the claim asserted against the corporation arose from such transaction of business. N.Y. C.P.L.R. § 302(a)(1) (McKinney 1997). “Although not requiring regular and systematic activities, the transacting business test requires ‘some purposeful activity within the state giving rise to at least some minimum contacts between the forum and the party over whom it is asserting jurisdiction.’” Metropolitan Air Service, Inc. v. Penberthy Aircraft Leasing Co., 648 F.Supp. 1153, 1155 (S.D.N.Y.1986) (quoting, inter alia, Chemco Int’l Leasing, Inc. v. Meridian Engineering Inc., 590 F.Supp. 539, 541 (S.D.N.Y.1984)). “Where [,however,] the activities were purposeful and a substantial relationship exists between the transaction and the claim asserted, jurisdiction may be invoked even if the defendant never physically enters New York.” Otterbourg, Steindler, Houston & Rosen, P.C. v. Shreve City Apts., Ltd., 147 A.D.2d 327, 330, 543 N.Y.S.2d 978, 980 (1st Dep’t 1989). See, e.g., Parke-Bernet Galleries, Inc. v. Franklyn, 26 N.Y.2d 13, 13, 308 N.Y.S.2d 337, 337, 256 N.E.2d 506 (1970); Sluys v. Hand, 831 F.Supp. 321, 324 (S.D.N.Y.1993). Moreover, in a contract-breach case, even if the alleged breach takes place in another state, the courts will generally find a substantial relationship if the contract itself either was negotiated in New York or contemplated significant performance activities by the plaintiff in this state. See, e.g., Agency Rent A Car System, Inc. v. Grand Rent A Car Corp., 98 F.3d 25, 31 (2d Cir.1996) (applying Hoffritz for Cutlery, Inc. v. Amajac, Ltd., 763 F.2d 55, 59 (2d Cir.1985)). The New.York courts have debated for some time the question of whether an out-of-state party’s retention of a New York attorney in and of itself constitutes a transaction of business in the state under section 302(a)(1) when the attorney seeks to sue the client. See Reiner v. Durand, 602 F.Supp. 849, 852 (S.D.N.Y.1985) (citing cases on both sides). Nonetheless, jurisdiction is generally upheld if the defendant has had additional contacts with the state relating to the retainer agreement. See, e.g., Colucci & Umans v. 1 Mark, Inc., 224 A.D.2d 243, 637 N.Y.S.2d 705, 706 (1st Dep’t 1996) (defendant’s contacts with New York included retention of a New York law firm to represent it in a New York legal proceeding, telephonic participation in that proceeding and visits to New York by defendant’s registered agents); Otterbourg, Steindler, 147 A.D.2d at 332, 543 N.Y.S.2d at 981 (defendant’s contacts included retention of New York counsel, ninety-three telephone calls to counsel, participation in settlement negotiations by means of a conference call with an open telephone line with New York and the settlement of aspects of a New York bankruptcy proceeding); Reiner, 602 F.Supp. at 852 (defendants’ contacts included retention of New York counsel, who rendered services to defendant in New York and who met with defendants’ agent on several occasions). In this case, plaintiffs allegations amply meet that test. Although the 1995 retainer agreement was signed in Texas, Kelly alleges that Malcolmson, on behalf of the company, came to New York and discussed with him the terms of the agreement prior to its execution. (Affidavit of John Q. Kelly, Esq., sworn to March 24,1997, at ¶ 14). Kelly also represents that all of the legal services that he provided under the 1995 agreement were performed in New York, as were almost of all of his activities for the company under the prior arrangement. (Kelly Aff. at ¶¶4-6). Much, if not all, of this work was initiated by MDB by written communications sent to Kelly in New York. (Id. at Exs. B, C, G & H). Moreover, one of the tasks performed by Kelly for MDB was the filing of a lawsuit in New York against one of its many New York-based clients. (Id. at ¶ 8(j) & Ex. I). In addition, Kelly notes that defendant has many customers in New York (id. at ¶ 11), as well as a corporate representative based here (id. at ¶ 12), and we may surmise that this locus of part of MDB’s business influenced the corporate decision to retain counsel here. Finally, we note that the termination of the retainer, purportedly in breach of its terms, was accomplished by Malcolmson sending a letter to Kelly in New York. (See Kelly Aff., Ex. P). This set of allegations, if sustained, would suffice to establish that MDB transacted business in New York and that the claim by plaintiff is substantially related to these transactions. See, e.g., Otterbourg, Steindler, 147 A.D.2d at 331, 543 N.Y.S.2d at 981-82 (discussing Elman v. Belson, 32 A.D.2d 422, 302 N.Y.S.2d 961 (2d Dep’t 1969)). See also Colucci & Umans, 224 A.D.2d at 243, 637 N.Y.S.2d at 706; Murray, Hollander, Sullivan & Bass v. Hem Research. Inc., 111 A.D.2d 63, 65, 489 N.Y.S.2d 187, 190 (1st Dep’t 1985). Compare Amins v. Life Support Medical Equip. Corp., 373 F.Supp. 654, 657-58 (E.D.N.Y.1974) (New York attorney’s services could have been performed anywhere, and defendant’s contacts with counsel in New York were substantially unrelated to the services for which he was seeking payment of fees). Since plaintiff has adequately pled a factual basis for personal jurisdiction over MDB under section 302(a)(1), we turn to whether the exercise of that jurisdiction would comport with due-process standards. As suggested by the court in Metropolitan Air Service, satisfaction of the section 302(a)(1) criteria will.generally meet federal due-process requirements. 648 F.Supp. at 1155. These constitutional requirements are fulfilled when the assertion of jurisdiction is based on at least “certain minimum contacts” by the defendant with the state, “such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ ” Chaiken v. W Pub. Corp., 119 F.3d 1018, 1027 (2d Cir.1997) (quoting inter alia Calder v. Jones, 465 U.S. 783, 788, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984)(quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945))). To demonstrate the requisite “minimum contacts,” plaintiff must first show that the suit arises out of, or relates to, the defendant’s contacts with the forum state. See, e.g., id. at 1028 (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-15 & n. 8, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984)). That is the case here. As noted, Kelly’s breach-of-contract claim clearly arises out of the retainer contract and MDB’s interactions with him under it, most of which occurred while he was in New York. Indeed, the contract and the related communications between MDB and Kelly are inextricably connected with New York State. As part of our due-process analysis; we must also look to whether the defendant “purposefully availed [itself] of the forum and should have reasonably foreseen having been haled into court here.” See, e.g., id. at 1028 (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985); World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980)). Plaintiff also satisfies this test. The company decided to retain a New York attorney to handle a broad array of legal matters for it. Moreover, as noted, we may fairly infer that this selection was not coincidental, since defendant apparently has a significant array of clients in New York (Kelly Aff. at ¶ 11), and a corporate representative was based in New York during the relevant time. (Id. at ¶ 12). Given the sub-stantiality of MDB’s business in New York, it presumably anticipated that retaining legal counsel here would be advantageous to it. And in fact this assumption was seemingly borne out by the various services that Kelly allegedly performed here, including not only the negotiation of business transactions, but the institution of litigation against a local customer of the company. In assessing the reasonableness of requiring defendant to litigate this case here—the “fair play” inquiry—we consider a variety of factors, including the burden on the parties of litigating here or in Texas and public-interest considerations. See, e.g., Chaiken, 119 F.3d at 1028 (citing, inter alia, Asahi Metal Indus. Co. v. Superior Court of California, 480 U.S. 102, 113-14, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987)). In this regard, we note that MDB does not suggest, much less demonstrate, that the exercise of jurisdiction by this court would impose any unreasonable burden on it. Moreover, New York has a substantial interest in regulating the manner in which New York attorneys may contract with clients and the extent of their rights under such contracts. See generally Middlesex County Ethics Comm. v. Garden, 457 U.S. 423, 434, 102 S.Ct. 2515, 73 L.Ed.2d 116 (1982); United States v. Cantor, 897 F.Supp. 110, 115 (S.D.N.Y.1995). Plaintiff also has a significant interest in obtaining a convenient and efficient adjudication of his claim against his erstwhile client, a goal that will best be served by permitting the pending proceeding to go forward here. We also note that the public interest in efficiently allocating scarce judicial resources counsels us to avoid the inevitable delays and duplication of efforts that would be entailed in requiring plaintiff to refile in Texas. Finally, defendants make no suggestion that the public policies of either New York or Texas would be subverted by requiring this matter to be adjudicated in this district. See generally World-Wide Volkswagen, 444 U.S. at 292; Chaiken, 119 F.3d at 1028. In sum, we conclude that this court may exercise in personam jurisdiction over MDB for the purpose of adjudicating plaintiffs breach-of-eontract claim. 2. The Individual Defendants Kelly asserts two tort claims against the individual defendants. Against Malcolmson he presses a common-law fraud claim. He also asserts a claim for tortious interference with contract against all three individual defendants. In support of their motion to dismiss, each of the three individual defendants has executed a declaration noting that he is a resident of another state and alleging that he has never travelled to New York for a purpose related to the claims that Kelly is now asserting. (Malcolmson Decl. at ¶¶ 8,11,13; Robbins Decl. at ¶¶ 5, 8-10; Marriott Decl. at ¶¶ 5, 9,11). Each also avers that he owns no property in New York and has not engaged in personal business on a continuing basis in this state. (Malcolmson Decl. at ¶¶ 5, 7, 10; Robbins Decl. at ¶¶ 5, 7, 8, 9; Marriott Decl. at ¶¶ 5, 7,8). In defending his invocation of jurisdiction over the three defendants, Kelly relies exclusively on N.Y.C.P.L.R. § 302(a)(3) (McKinney 1997). That section authorizes New York courts to assert personal jurisdiction over a non-resident defendant who has committed a tortious act outside New York State that causes injury within the state, if the defendant either (i) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or (ii) expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce. Since the application of this provision varies somewhat depending upon the nature of the claim in question, we separately address jurisdiction based on the fraud claim and the tortious-interference claim. (a) Fraud—Jurisdiction Over Malcolmson Kelly’s fraud claim is based on his contention that in September 1996 Malcolmson persuaded him to agree to a reduction in his fee for the second and third years of the retainer agreement by falsely assuring him that MDB would honor the contract for its full term. According to Kelly, Malcolmson knew at the time that MDB would eventually repudiate the contract, and he made the misrepresentation to induce plaintiff to agree to a decrease in MDB’s fee obligation, thereby enhancing the value of his ownership interest in the company. From plaintiffs affidavit it appears that this alleged misrepresentation occurred in the course of a telephone conversation between Malcolmson in Texas and plaintiff in New York. (Kelly Aff. at ¶ 20; see Complaint at ¶ 21). Plaintiff indicates that he relied on the assurance by the defendant, and that that reliance was reflected in his agreement to a letter of modification mailed to him in New York for his signature. (Kelly Aff. at ¶ 21; Complaint at ¶ 21 & Ex. B). Based on these allegations it could be argued that the alleged tort was committed in New York, in the sense that the fraud involved misleading plaintiff, and that the intended effect, and thus plaintiff’s reliance, took place in New York. See Polish v. Threshold Technology Inc., 12, Misc.2d 610, 612, 340 N.Y.S.2d 354, 356 (1972) (citing Noved Realty Corp. v. A.A.P. Co., 250 A.D. 1, 6, 293 N.Y.S. 336, 341 (1st Dep’t 1937)). If so construed, plaintiff’s allegations would trigger section 302(a)(2) of the CPLR, and permit assertion of jurisdiction over Malcolmson because that provision covers any tort committed within the state. New York case law has not developed in this direction, however, and instead the jurisdictional provision governing torts committed within the state has generally been construed as limited to acts committed while the defendant is physically present within the state. See N.Y.C.P.L.R. § 302, J. McLaughlin Practice Commentaries C302:17 at 103 (McKinney 1990) (discussing Feathers v. McLucas, 15 N.Y.2d 443, 261 N.Y.S.2d 8, 209 N.E.2d 68 (1965)). Indeed, the decision in McLucas and the subsequent, if more cryptic, decision in Kramer v. Vogl, 17 N.Y.2d 27, 32, 267 N.Y.S.2d 900, 904, 215 N.E.2d 159 (1966) (holding that misrepresentation by Austrian defendant to New York plaintiff was not tort committed in New York), apparently triggered the 1966 revision to section 302, which added subsection 302(a)(3) and thus expanded jurisdiction to torts committed outside the state in defined circumstances. See N.Y.C.P.L.R. § 302, Practice Commentaries C302:17 & 19 at 104-05. Consistent with this history, the courts recognize that a fraudulent statement made outside New York and directed to a person in New York is a tort committed outside the state and must be assessed under section 302(a)(3). See, e.g., Cooper v. Parsky, 1997 WL 242534, at *12 (S.D.N.Y. Jan.8, 1997); Pell v. Clarke, 1994 WL 74075, at *3-5 (S.D.N.Y. March 9, 1994); Cavalier Label Co., Inc. v. Polytam, Ltd., 687 F.Supp. 872, 879 (S.D.N.Y.1988); Cleopatra Kohlique, Inc. v. New High Glass, Inc., 652 F.Supp. 1254, 1256 (E.D.N.Y.1987). But see Banco Nacional Ultramarino, S.A. v. Chan, 169 Misc.2d 182, 187-88, 641 N.Y.S.2d 1006, 1009-10 (1996), aff’d, 240 A.D.2d 253, 659 N.Y.S.2d 734 (1st Dep’t 1997); N.Y.C.P.L.R. § 302, Vincent C. Alexander, Practice Commentaries C:302:17 at 20 (McKinney Supp. 1997). We therefore consider the application of section 302(a)(3) to plaintiff’s fraud allegations. The first question is whether plaintiff has in fact adequately pled the commission of a tort. See generally Kulas, 1997 WL 256957, at *8-9 (looking to adequacy of fraud allegation when assessing claimed jurisdiction under section 302(a)(3)). We conclude that he has done so. As noted, Kelly asserts that he was induced to agree to a reduction in his annual fee by a knowing false representation by Malcolmson that if he did so, MDB would pay that fee without interruption for the remaining two years of the contract. Plaintiff thus alleges both a deliberately false statement by the defendant and reasonable reliance by him to his detriment. That appears to meet the recognized criteria for pleading a claim of common-law fraud. See, e.g., Banque Arabe et Internationale D’Investissement v. Maryland Nat’l Bank, 57 F.3d 146, 153 (2d Cir.1995). In resisting this conclusion, Malcolmson presses two arguments. First, he asserts that these allegations amount simply to a claim for breach of the retainer contract, and that New York law precludes reasserting a garden-variety breach claim as one sounding in fraud. (Defs’ Mem. at 7-8). Second, he appears to argue that a corporate officer cannot be held liable in fraud for misstating the intention of his corporation to fulfill its contractual obligations. (Id. at 8). Neither argument is persuasive in the context of this case. I address each in turn. Defendant relies on the commonly accepted rule under New York law that ‘“mere allegations of breach of contract do not give rise to a claim for fraud or fraudulent inducement.’ ” Kulas, 1997 WL 256957, at *9 (quoting Sudul v. Computer Outsourcing Servs., 868 F.Supp. 59, 61-62 (S.D.N.Y. 1994)). If the fraud claim “is premised upon an alleged breach of contractual duties and the supporting allegations do not concern representations which are collateral or extraneous to the terms of the parties’ agreement, a cause of action sounding in fraud does not lie.” Bridgestone/Firestone, Inc. v. Recovery Credit Servs., Inc., 98 F.3d 13, 20 (2d Cir.1996) (quoting McKernin v. Fanny Farmer Candy Shops, Inc., 176 A.D.2d 233, 234, 574 N.Y.S.2d 58, 59 (2d Dep’t 1991)). See, e.g., Int’l CableTel, Inc. v. Le Groupe Videotron Ltee, 978 F.Supp. 483, 486-90 (S.D.N.Y.1997). This principle does not, however, preclude all fraud claims based upon knowingly false statements of intent by a contracting party when offered as an inducement to enter into a contract. See Bridgestone/Firestone, 98 F.3d at 20 (citing cases); PI, Inc. v. Quality Products, Inc., 907 F.Supp. 752, 760 (S.D.N.Y.1995) (citing cases). As summarized by the Second Circuit in Bridge-stone/Firestone, a fraud claim will lie if the plaintiff can “(i) demonstrate a legal duty separate from the duty to perform under the contract ... or (ii) demonstrate a fraudulent misrepresentation collateral or extraneous to the contract ... or (iii) seek[s] special damages that are caused by the misrepresentation and unrecoverable as contract damages....”98 F.3d at 20. In this case Malcolmson’s alleged misrepresentation did not occur in connection with the execution of the 1995 retainer agreement, nor did it necessarily amount to an assurance that MDB intended to comply with its legal obligations under that contract. Rather, the statement was assertedly offered as an inducement to persuade plaintiff to forego a portion of the consideration that he might have been entitled to receive under the existing agreement. Moreover, if we credit MDB’s legal position that the three-year term of the 1995 agreement was unenforceable as against public policy, Malcolmson’s alleged statement promised more than that MDB would fulfill its contractual obligations. Under these circumstances, then, that representation was at least arguably collateral to the 1995 contract. We may infer, however, that Malcolmson would respond to this analysis by arguing that the September 1996 interchange between him and plaintiff—at least as alleged by plaintiff—amounted to a new contract, under which MDB agreed to pay plaintiff for the next two years and to do so in a timely fashion if plaintiff would agree to reduce his fee. Under that construction, defendant would presumably contend, plaintiffs allegations amount only to an assertion that the company failed to perform its part of the 1996 agreement and hence may be permissibly pled only as a contract claim. There are two answers to this contention. First, defendants take the position that even if a retainer agreement between an attorney and a client provides for a specific term, any provision that would purport to bind the client to pay the attorney for the full term irrespective of whether the client wishes to terminate the relationship earlier is unenforceable as against public policy. See pp. 444-452, infra. If this view is correct, then plaintiff cannot assert a claim for breach of the purported 1996 contract, and hence his fraud allegations cannot be subsumed in a breach claim. Rather, what plaintiff would be left with is a claim for a non-contractual misrepresentation that induced him to surrender a portion of the compensation to which he would otherwise have been entitled during the admittedly brief period between the September 1996 modification agreement and MDB’s termination of the retainer arrangement three months later. Second, even if we assume that plaintiff could sue for a breach of the alleged 1996 agreement, he would be limited to contract damages, that is, the loss of two years of fees calculated at the lower rate embodied in the 1996 agreement. See Jones v. Dunkirk Radiator Corp., 21 F.3d 18, 22 (2d Cir.1994); Sudul, 917 F.Supp. at 1046. In contrast, fraud damages encompass the value of whatever was surrendered in reliance on the misrepresentation, see generally Kulas, 1997 WL 256957, at *10 (citing, inter alia, Lama Holding v. Smith Barney Inc., 88 N.Y.2d 413, 421, 646 N.Y.S.2d 76, 80, 668 N.E.2d 1370 (1996); Sager v. Friedman, 270 N.Y. 472, 481, 1 N.E.2d 971, 973 (1936)), which in this case would at least arguably include the thirty thousand dollars in annual fees that Kelly agreed to forego in reliance on the assertedly false statement of Malcolmson. Again, this appears to fit comfortably within the scope of a permissible fraudulent-inducement claim under New York law. See Bridgestone, 98 F.3d at 20 (citing Deerfield Communications Corp. v. Chesebrough-Ponds, Inc., 68 N.Y.2d 954, 956, 510 N.Y.S.2d 88, 89-90, 502 N.E.2d 1003 (1986)); Dornberger v. Metropolitan Life Ins. Co., 961 F.Supp. 506, 541 (S.D.N.Y.1997). Malcolmson’s second argument— that a corporate officer cannot be held liable for misrepresenting the intention of his company to perform its contractual obligations—is also misguided in this context. For legal authority defendant cites PI, Inc., 907 F.Supp. at 762, which states that “A corporate officer does not commit a tort by promising that his corporation will fulfill its express contractual promises.” Although Malcolmson’s assumptions in making this argument are not explicitly stated, he appears to read the quoted observation in PI as recognizing some form of tort immunity for a corporate officer if he was acting within the scope of his corporate duties. (See Defs’ Mem. at 8; Defs’ Reply Mem. at 12). Defendant errs in this respect. The passage that he cites, when read in context, is plainly not intended to create a separate obstacle to tort liability based on the status of the speaker as a corporate officer. Rather, Judge Sand’s point is simply that, as we have noted, New York law does not recognize a separate form of tort liability based on a misrepresentation as to the intention of the contracting party to meet its contractual obligations, and his reference to a corporate officer in PI is simply a specific application of that general proposition. Indeed, this is underscored by his citation of Mills v. Polar Molecular Corp., 12 F.3d 1170, 1177 (2d Cir.1993), which he then accurately characterizes as follows in a parenthetical: (finding that a corporate director had not committed a tort by representing that his corporation would perform its contractual duties; stating that “[e]very party to a contract commits himself to good faith performance. That does not transmute a breach of contract into a tort.”). PI, Inc., 907 F.Supp. at 762. Following this citation and quotation of Mills, the court in PI simply reiterates its preceding conclusion that the plaintiffs fraud claim failed because it was not distinguishable from a contract-breach claim. Id. Defendant cites no controlling legal authority, and we are aware of none, for the proposition that a corporate officer or director (or in this case a principal shareholder) cannot be liable in fraud for knowingly making fraudulent statements while performing corporate functions. We must therefore infer, at least for present purposes, that plaintiff has stated a viable fraud claim and thus met the first requirement for jurisdiction under section 302(a)(3) of the CPLR. The next question is whether, assuming the truth of plaintiffs allegations, he also satisfies the statutory requirement that the out-of-state tort have caused injury within New York. Again, we conclude that he has done so. In arguing that plaintiffs injury occurred elsewhere, defendant invokes the familiar principle that injury will not be deemed to have occurred in New York merely because the plaintiff is domiciled here. See, e.g., American Eutectic Welding Alloys Sales Co. v. Dytron Alloys Corp., 439 F.2d 428, 432-33 (2d Cir.1971) (situs of commercial injury lies, not where plaintiffs primary place of business is located, but where plaintiff has lost business); Cosmetech Int’l, LLC v. Der Kwei Enter. & Co., 943 F.Supp. 311, 319 (S.D.N.Y.1996). The governing rule under section 302(a)(3) is that “it is not enough to show an ‘indirect financial loss resulting from the fact that the injured person resides or is domiciled’ in this state.” Hargrave v. Oki Nursery, Inc., 636 F.2d 897, 899 (2d Cir.1980) (quoting Fantis Foods, Inc. v. Standard Importing Co., 49 N.Y.2d 317, 326, 425 N.Y.S.2d 783, 787, 402 N.E.2d 122 (1980)). That rule, however, does not preclude assertion of jurisdiction over Maleolmson on the fraud claim. According to plaintiff, the defendant communicated a fraudulent statement to him in New York with the purpose and effect of misleading him into surrendering a portion of his entitlement to be paid $15,000.00 per month for his legal services to MDB. Kelly alleges that he was deceived in New York, surrendered his right to a portion of that compensation in New York and subsequently performed services in New York for the lower fee, all to his detriment. This surely constitutes injury in New York. For a fair analogy, we look to the Second Circuit’s decision in Hargrave, 636 F.2d at 899-900. The plaintiffs in that ease were a New York corporation and its president. They alleged that defendant, a California nursery, had fraudulently misstated the condition of certain of its vines and had thereby induced plaintiffs to purchase them for planting in New York. In contesting jurisdiction under section 302(a)(3), defendant noted that the misrepresentation had been made in California and had concerned the condition of vines then located in California. It argued, citing the same line of authority as Malcolm-son now relies on, that the only injury in New York was a financial detriment that resulted from the fortuity that the plaintiffs were based in New York. In rejecting this argument, the Second Circuit declined to consider whether the “ill health” of the vines after their shipment to New York could be considered “injury” in New York for jurisdictional purposes. Id. at 899. Rather, it focussed on the fraudulent statement and observed that the most direct injury to the plaintiffs was the loss of the money paid to defendant in reliance on the assertedly false representation, a loss occasioned in New York, from where the money was paid out. Id. at 900. As the Court observed: That injury was immediately felt in New York where plaintiffs were domiciled and doing business, where they were located when they received the misrepresentations, and where the vines were to be shipped. So far as the record shows, the alleged false representations injured plaintiff in no state other than New York, certainly not in California. Indeed, the only state in which the plaintiffs had “property” which could sustain an injury was New York. Id. Having reached these conclusions, the Court in Hargrave went on to distinguish those cases, now invoked by Malcolmson, that rejected indirect financial loss as the predicate for jurisdiction in New York: This is not a ease where a defendant commits a business tort such as unfair competition or diversion of opportunities in one state and the ultimate result is a loss of profits to the plaintiff which is fortuitously domiciled in another state.... In this case the immediate consequence which Oki foresaw, indeed which it sought to bring about by its sales representations, was payment to it directly by a New York domiciliary. Nothing could be a “closer” or more “direct” result from Oki’s representation than the extraction of money from plaintiffs in New York. Id. Our analysis here follows a similar path. On plaintiffs fraud claim—as distinct from his tortious interference claim—he does not allege actions by the defendant that cost him business in other states, with the ultimate, but indirect, impact being a loss of profits to a New York domiciliary. Rather, he alleges that Malcolmson transmitted a message to New York to induce him to agree, while in New York, to surrender a portion of his legal entitlement to compensation for future services, thus necessarily costing him money in this state to the extent that he did subsequently perform such services. Moreover, given the alleged fact that plaintiff was expected to and did perform his services for MDB in New York, and was professionally based in this state, it was evident at the time of the alleged fraud that the injury to him— in the form of under-compensated labors or, alternatively, labors that he undertook only on the misapprehension that MDB would not terminate the retainer arrangement—would be felt here if anywhere. Accord, e.g., Cosmetech, 943 F.Supp. at 319; Pariente v. Scott Meredith Literary Agency, Inc., 1991 WL 19857, at *3 (S.D.N.Y. Feb. 11, 1991); Cavalier, 687 F.Supp. at 879; Marine Midland Bank, 488 F.Supp. at 703. In sum, as in Hargrave, we conclude that the alleged injury from the fraud occurred in New York. We therefore turn to the second set of statutory requirements that plaintiff must meet to assert jurisdiction under section 302(a)(3). As previously discussed, a plaintiff suing for an out-of-state tort causing injury here faces two alternative tests under the statute. He must demonstrate either that the defendant regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or [that he] expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce. N.Y.C.P.L.R. § 302(a)(3)(i) & (ii). In this case plaintiffs allegations adequately establish a prima facie case on a portion of the second of these alternative grounds for jurisdiction, and he offers a sufficient basis for discovery concerning the balance of that test before the court considers dismissal on jurisdictional grounds. For reasons already noted, we readily conclude that plaintiff has demonstrated that Malcolmson expected or should have expected that his allegedly fraudulent statement to Kelly would have “consequences” in New York. As for whether he derives substantial revenue from interstate or international commerce, the record is far murkier, but plaintiff has proffered sufficient facts to justify giving him the opportunity, by discovery, to determine whether Malcolmson meets this criterion. We note that there is sufficient evidence at present to infer that MDB itself derives substantial revenues from interstate commerce. Indeed, the nature of its business, as described by Kelly, so indicates, since it is allegedly engaged in providing information to hospitals across the country, including many in New York, concerning the acquisition of medical equipment. (See Kelly Aff. at ¶ 11; see also id. at ¶8). The more elusive question is whether Malcolmson, by virtue of his ownership interest in MDB and his role as Chief Executive Officer and President, or otherwise, also can be said to derive substantial revenues from such commerce. In support of that contention, we note that Malcolmson, who is currently living in Arizona, is in charge of a Texas-based company that is concededly heavily involved in interstate commerce. From this premise, there is surely ground to suspect that he derives substantial revenues from interstate business, although Kelly does not attempt to estimate, much less specify, the magnitude of such revenues, either in gross terms or as a share of Malcolmson’s total revenues. Moreover, we note that in Malcolmson’s two declarations submitted in support of his motion to dismiss, he does not assert that his financial circumstances preclude application of section 302(a)(3)(ii), even though his attorney briefly alludes to the issue in his reply memorandum of law. (Defs’ Reply Mem. at 24). Given these circumstances, we conclude that plaintiff may not yet have met his burden of proving with sufficient specificity the factual basis for applying this provision to Malcolmson, compare, e.g., Cortlandt Racquet Club, Inc. v. Oy Saunatec, Ltd., 978 F.Supp. 520, 527-28 (S.D.N.Y.1997), but that the information necessary for this determination is in defendant’s hands. We further conclude that plaintiff has offered a sufficient factual basis at this time to justify permitting him discovery of the defendant to test whether, as he surmises and we suspect, Malcolm-son’s earnings are sufficiently linked to interstate commerce to trigger jurisdiction in this state for plaintiffs fraud claim. See, e.g., Filus v. Lot Polish Airlines, 907 F.2d 1328, 1332 (2d Cir.1990); BHP Trading (U.K.) v. Deep Sea Int’l Shipping Co., 1991 WL 198747, at *5 (S.D.N.Y. Sept.23, 1991); Dubied Mach. Co. v. Vermont Knitting Co. Inc., 1991 WL 84511, at *3 (S.D.N.Y. May 14, 1991). (b) Interference with Contract—Defendants Malcolmson, Robbins & Marriott Plaintiff’s remaining claim is for tortious interference. Kelly’s theory on this claim is that the three individual defendants, acting as officers, directors and shareholders, caused MDB to terminate its contractual relationship with him. He apparently construes such an action by them as tortious in nature, and he seeks to assert long-arm jurisdiction over them under section 302(a)(3). This effort is misguided. The first problem with plaintiffs approach is his attempt to plead the commission by these defendants of a tort. As a general matter, a plaintiff cannot impose individual liability on a corporate officer or director because the defendant took actions in his official capacity that caused the company to breach its contract with the plaintiff. See, e.g., Murtha v. Yonkers Child Care Ass’n, Inc., 45 N.Y.2d 913, 915, 411 N.Y.S.2d 219, 220, 383 N.E.2d 865 (1978). That is the extent of what plaintiff pleads, other than to add that this action was motivated by the defendants’ desire to enhance the profitability of the corporation, a goal that is inconsistent with liability under this tort theory. See, e.g., id. (officer immune if he acted in good faith “as officer of corporation and [did not commit] independent tort or predatory acts directed at another”) (citing Buckley v. 112 Central Park South, Inc., 285 A.D. 331, 334, 136 N.Y.S.2d 233, 236 (1st Dep’t 1954)); Huebener v. Kenyon & Eckhardt, Inc., 142 A.D.2d 185, 191, 534 N.Y.S.2d 952, 956-57 (1st Dep’t 1988). Apart from the evident legal inadequacy of plaintiffs pleading of this claim, there is a second, independent basis for concluding that he cannot invoke section 302(a)(3). As previously noted, the New York courts have consistently held that incidental economic damage to a plaintiff in this state by virtue of the fact that he is domiciled here does not suffice to permit assertion of jurisdiction over an out-of-state defendant. This principle has specific application to claims such as tortious interference, and generally precludes jurisdiction when the asserted injury is the loss of a customer outside of New York. See, e.g., Lehigh Valley Industries, Inc. v. Birenbaum, 527 F.2d 87, 94-95 (2d Cir.1975); American Eutectic Welding Alloys Sales Co., 439 F.2d at 432-35. See also Hargrave, 636 F.2d at 900. Here, Kelly lost a chent in Texas as a result of the actions of the individual defendants. New York’s long-arm statute does not grant personal jurisdiction over nonresident defendants for such injuries. See, e.g., American Eutectic 439 F.2d at 433; Walters v. Fullwood, 675 F.Supp. 155, 159 (S.D.N.Y.1987). Accordingly, the individual defendants’ motion to dismiss should be granted with respect to plaintiff’s tortious-interference claim. B. Venue & Forum Non Conveniens Defendants also seek dismissal or a transfer of this action to the Northern District of Texas on the asserted basis that venue does not he in this district. Alternatively, they seek a discretionary transfer under 28 U.S.C. § 1404. We address these arguments solely with respect to the contract claim against MDB and the fraud claim against Maleolm-son. Based on our assessment, we recommend denial of this aspect of defendants’ motion. The pertinent venue provision is 28 U.S.C. § 1391(a), which provides as follows: A civil action wherein jurisdiction is founded only on diversity of citizenship may, except as otherwise provided by law, be brought only in (1) a judicial district where any defendant resides, if all defendants reside in the same State, (2) a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of the property that is the subject of the action is situated, or (3) a judicial district in which any defendant is subject to personal jurisdiction at the time the action is commenced, if there is no district in which the action may otherwise be brought. Plaintiff invokes the second of these three grounds to sustain his choice of venue with respect to both his contract-breach and his fraud claims. We conclude that he is correct on this point. We start by noting that the cited provision, as suggested by its wording, permits the selection of a district in which “a substantial” portion of the relevant events took place, even if a greater portion of those events occurred elsewhere. See, e.g., Saferstein v. Paul, Mardinly, Durham, James, Flandreau & Rodger, P.C., 927 F.Supp. 731, 735 (S.D.N.Y.1996); Neufeld v. Neufeld, 910 F.Supp. 977, 986 (S.D.N.Y.1996). Both of plaintiff’s claims meet this test. The contract claim is based on an agreement that was entered into by one party who was based in New York. Although executed in Texas in 1995, it was allegedly negotiated in part in this district. It was then amended in 1996 in a written agreement that plaintiff acceded to and executed here. Moreover, the contract called for performance by the plaintiff that he allegedly carried out principally or exclusively in this district, as was apparently contemplated by the parties. Moreover, to the extent that defendant claims that it was justified in terminating the agreement, that assertion rests in principal part on plaintiffs alleged failure to be available in New York in late 1996 to provide services to his client. Finally, when defendant repudiated the contract, it did so by a written communication addressed and sent to plaintiff in New York. Under all of these circumstances, we view this district as one in wh