Full opinion text
OPINION BATTS, District Judge. Plaintiff City of New York (the “City”) has brought this action against Defendants, alleging violations of civil Racketeer Influenced and Corrupt Organizations Act (hereinafter “RICO”), 18 U.S.C. § 1961, et seq., New York General Business Law § 349 and common law fraud. Plaintiff seeks compensatory damages and injunc-tive relief, in the form of an end to Defendants’ allegedly fraudulent and illegal activities, and attorney’s fees. The various Defendants, as explained below, move to dismiss the claims for failure to plead fraud with particularity, for lack of personal jurisdiction, for improper venue, pursuant to Rules 9(b), 12(b)(2), 12(b)(3), and 12(b)(6) of the Federal Rules of Civil Procedure, respectively, and to transfer venue, pursuant to 28 U.S.C. §§ 1406(a) and 1404(a). The 16 named Defendants have been separated into three groups for purposes of this lawsuit: the Multistate Defendants, the Dirteheap Defendants, and the Bulk-cigs Defendants. For the purposes of this lawsuit, Defendants Cyco.net, Richard A. Urrea, Daniel R. Urrea, Hemi Group, Kai Gachupín, Michael E. Smith, Hooray’s Inc., Stephen F. Knopp, and Dmitriy Zil-berman have joined together as the “Mul-tistate Defendants.” Defendants S4L, Inc., William C. Baker, Double B, and William Bevins filed their motion jointly under common representation as the “Bulkeigs Defendants.” Defendants www.Dirtcheapcigs.com, Fred Teutenberg IV, and Fred Teutenberg V, have joined together as the “Dirteheap Defendants.” Otherwise, aside from the employee-employer relationships described below, these individuals and enterprises are separate and unrelated enterprises. (Am. Comply 65). Defendants Fred Teutenberg IV and Fred Teutenberg V move to dismiss for lack of personal jurisdiction based on Fed. R.Civ.P. 12(b)(2). The Multistate Defendants, the Dirteheap Defendants, and the Bulkeigs Defendants move to dismiss for improper venue under Fed.R.Civ.P. 12(b)(3) and 28 U.S.C. § 1406(a). The Multistate Defendants and the Bulkeigs Defendants also move in the alternative for transfer of venue under 28 U.S.C. §§ 1406(a) and 28 U.S.C. § 1404(a). The Multistate Defendants and the Dirteheap Defendants move to dismiss for failure to state claims upon which relief can be granted under Fed.R.Civ.P. 12(b)(6) and 9(b). Plaintiff opposes all motions. For the following reasons, Defendants’ motions are DENIED in part and GRANTED in part. I. BACKGROUND The facts, summarized below, are taken from the Amended Complaint and the Amended RICO Statement, the allegations of which must be assumed to be true for purposes of these motions to dismiss. See Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 102, 2 L.Ed.2d 80, 84 (1957); McGinty v. State of New York, 193 F.3d 64, 68 (2d Cir.1999). A. The Scheme Plaintiff alleges that the Defendants conducted the management and operation of the affairs of their own enterprises, directly or indirectly, through a pattern of racketeering activity within the meaning of 18 U.S.C. §§ 1961(1)(B), 1961(5), and 1962(c), in violation of 18 U.S.C. § 1962(c), consisting of continuous and multiple instances of mail and wire fraud in violation of 18 U.S.C. §§ 1341 and 1343. (Am. Compl.lttl 16, 64, 80, 90.) Specifically, Plaintiff contends that the Defendants agreed to a plan within an enterprise, whereby cigarettes would be sold to New York City residents without informing New York State tax authorities of the sales, and/or by falsely advertising the cigarettes as “tax-free,” and/or by advertising that sales will not be reported to the New York State tax authorities. (Am. ComplJ 84). Plaintiff alleges that the scheme to defraud New York City is precisely the purpose of each enterprise. (Am.ComplJ 85.) Further, Plaintiff alleges that Defendants’ business plans depend upon (1) concealment of their customers’ purchases from state tax authorities; (2) informing their customers of Defendants’ policies of concealment; and (3) concealing purchasers’ tax liability from the purchasers themselves. (Am.Compl.f 10-12.) Consequently, each time Defendants use the mails or wires to effect a sale of cigarettes to New York City residents while subsequently failing to file a record of the sale with the New York State tax authorities, in compliance with the Jenkins Act, 15 U.S.C. § 375 et seq., an instance of mail or wire fraud has been committed. (Am. Compl.1ffl 16, 64, 81, 90, 91). The relevant part of the Jenkins Act provides: Any person who sells or transfers for profit cigarettes in interstate commerce, whereby such cigarettes are shipped into a State taxing the sale or use of cigarettes, to other than a distributor licensed by or located in such State, or who advertises or offers cigarettes for such a sale or transfer and shipment, shall— (1) first file with the tobacco tax administrator of the State into which such shipment is made or in which such advertisement or offer is disseminated a statement setting forth his name and trade name (if any), and the address of this principal place of business and of any other place of business; and (2) not later than the 10th day of each calendar month, file with the tobacco tax administrator of the State into which such shipment is made, a memorandum or copy of the invoice covering each and every shipment of cigarettes made during the previous calendar month into such State; the memorandum or invoice in each case to include the name and address of the person to whom the shipment was made, the brand, and the quantity thereof. 15 U.S.C. 376(a). Plaintiffs third and fourth claims assert that Defendants’ business practices violate New York State’s General Business Law § 349 and furthermore, constitute fraud under the common law. (Am. Compl.lHI 107, 108, 109, 111, 112, 113.) In particular, Plaintiff cites two practices as deceptive and misleading and thus, unlawful under GBL § 349:(1) Defendants’ failure to file the Jenkins Act Reports with the New York State tax authorities and (2) Defendants’ on-line representations to its customers that the Defendants are not legally required to file such reports and/or can sell cigarettes “tax free” on the Internet. (Id.) B. The Defendants Plaintiff alleges that the Defendants’ illegal and fraudulent conduct is carried out by seven enterprises: the “Aabakismokes Enterprise,” the “Cigarettespecials Enterprise,” the “Dirtcheapcigs Enterprise,” the “Paylesscigs Enterprise,” the “Smokes-Direct Enterprise,” the “Bulkeigs Enterprise,” and the “DiscountTobacco Enterprise.” (Am.Compl^ 62.) As explained in detail below, the following Defendants comprise the following enterprises: Defendants Cyco.net, Richard Urrea, and Daniel Urrea comprise the Aabakismokes Enterprise; Defendants Hemi Group, LLC and Kai Gachupín comprise the Ci-garettespecials Enterprise; Defendants Dirtcheapcigs.com, Fred Teutenberg IV, and Fred Teutenberg V comprise the Dirtcheapeigs Enterprise; Defendant Michael E. Smith comprises Paylesscigs Enterprise; Defendants Hooray’s, Stephen Knopp, and Dmitriy Zilberman comprise the Smokes-Direct Enterprise; Defendants S4L Distributing, Inc. and William C. Baker III comprise the Bulkcigs Enterprise; and Defendants Double B Distributing and William J. Bevins comprise the DiscountTobacco Enterprise. (Am. RICO Stmt, at 1-5.) Each enterprise is a competitor in as much as each sells cigarettes via the Internet. Defendant enterprises reside in and operate from four different states: Kentucky, Missouri, New Mexico and Virginia. 1. Multistate Defendants For the purposes of this lawsuit, Defendants Cyco.net, Richard A. Urrea, Daniel R. Urrea, Hemi Group, Kai Gachupín, Michael E. Smith, Hooray’s Inc., Stephen F. Knopp and Dmitriy Zilberman have joined together to file their 12(b)(3) motion to dismiss. (Pl.’s Mem. of Law at 1.) Plaintiff alleges the Multistate Defendants consist of four separate enterprises: the Aabakis-mokes Enterprise, the Cigarettespecials Enterprise, the Paylesscigs Enterprise, and the Smokes-Direct Enterprise. a. Aabakismokes Enterprise Plaintiff alleges the Aabakismokes Enterprise includes Defendants Cyco.net, Inc:, Richard Urrea and Daniel Urrea. Defendant Cyco.net, Inc. is a publicly traded corporation, organized under the laws of the State of New Mexico with a principal place of business in Albuquerque, New Mexico. (Am.Compl^ 20.) Plaintiff alleges Defendant Cyco.net is an associate of Aabakismokes Enterprise (Am. ComplJ 67), and that Cyco.net owns and/or controls the Aabakismokes Enterprise. Cyco.net, Inc. employs four people, all of whom reside in the District of New Mexico. (Urrea Decl. ¶ 6; Am. RICO Stmt, at 2.) Plaintiff alleges that the Aabakismokes Enterprise operates the Internet websites www.aabakismokes.com and www.cyco-cigs.com. Plaintiff alleges that at the direction of Cyco.net and its principals, Defendants Daniel Urrea and Richard Urrea, the Aabakismokes Enterprise sells cigarettes to New York City residents and conceals the sales from New York State tax authorities. Approximately forty percent of the Aabakismokes Enterprise’s Internet sales are to New York residents. (Am.ComplJ 20.) Plaintiff alleges that Cyco.net has offered “premium giveaways” in New York City to promote its services. (Am. RICO Stmt, at 2.) Moreover, Plaintiff asserts that Cyco.net also directs the enterprise to make misrepresentations regarding its responsibilities under the Jenkins Act (Am. RICO Stmt, at 2). Specifically, Plaintiff alleges that the Aabakismokes Enterprise states on its website that “[a]t no time will we sell, copy or transfer our email list or customer names and addresses to any person or entity including governments.” (Am. Comply 53(a).) Defendant Richard A. Urrea, President of Defendant Cyco.net, is a citizen of the State of New Mexico. (Am.Compl.121.) Defendant Daniel R. Urrea, Chief Financial Officer of Defendant Cyco.net., is also a citizen of the State of New Mexico. (Am.Compl^ 22.) Richard Urrea owns and operates Cyco.net, Inc. (Urrea Decl. ¶ 1.) Both Richard Urrea and Daniel Urrea are substantial shareholders of the enterprise (Am. RICO Stmt, at 2.) Plaintiff alleges that Defendants Richard Urrea and Daniel Urrea are associates of the Aabakismokes Enterprise. (Am. Comply 67.) Plaintiff alleges that in this capacity, Richard and Daniel Urrea direct the enterprise to conceal sales to New York City residents from the New York State taxing authorities and also make false statements concerning tax liability to New York City residents. (Am. RICO Stmt, at 2). b. Cigarettespecials Enterprise Plaintiff alleges the Cigarettespecials Enterprise is composed of Defendant Hemi Group, LLC and Defendant Kai Ga-chupín. For the purposes of this action, Defendants Gachupín and Hemi Group have filed a Reply jointly with the Multi-state Defendants. Defendant Hemi Group, LLC (“Hemi Group”) is a limited liability New Mexico corporation with its principal place of business in the Pueblo of Jemez, a federally recognized sovereign nation of North American Indians. (Am. Compl. ¶ 23; Ga-chupín Decl. ¶ 4.) All of Hemi Group’s facilities, offices, assets, books and records are located in Pueblo of Jemez, with the exception of an administrative office in Albuquerque; both Pueblo of Jemez and Albuquerque are in the District of New Mexico. (Gachupín Decl. ¶ 15.) Plaintiff alleges that Defendant Hemi Group is an associate of the Cigarettespe-cials Enterprise. (Am.Compl^ 68.) Plaintiff alleges that Defendant Hemi Group owns or controls the CigaretteSpecials Enterprise, a retail cigarette outlet referred to variously as “Cigarettespecials,” “Buy-DiscountCigarettes,” “FreeCigs4u,” “Cy-bercigarettes” and “Adobe Cigarettes,” that sells cigarettes over the Internet via five web addresses: www.cigarettespe-cials.com, www.BuyDiscount Cigarettes.com, www.cybercigarettes.com and www.AdobeCigarettes.com. (Am. Comply 23.) According to Plaintiff, Hemi Group directs the Cigarettespecials Enterprise to sell cigarettes to New York City residents, to conceal the sales from the New York State tax authorities, and to make misrepresentations to New York City residents concerning cigarette sales and excise tax liability. (Am. RICO Stmt, at 2.) Specifically, Plaintiff alleges the Ci-garettespecials Enterprise states on its websites that it does not share customers’ personal information with any other company, government agency or state taxing authority; and make statements that sales have “no tobacco tax;” and that “all sales are tax free.” (Am.Compl^ 53(b).) Defendant Kai Gachupín resides in New Mexico and is the sole owner of Hemi Group. (Am. Compl. ¶ 24; Gachupín Decl. ¶ 3.) Plaintiff alleges that Defendant Ga-chupín is an associate of the Cigarettespe-cials Enterprise and directs the enterprise to make sales to New York City residents, conceal those sales from the New York State tax authorities and also make misrepresentations to New York City residents concerning cigarette sales and excise tax liability. (Am. Compl. ¶ 69; Am. RICO Stmt, at 2.) c. Paylesscigs Enterprise Plaintiff alleges the Paylesscigs Enterprise consists of Defendant Michael E. Smith. Defendant Michael E. Smith is a resident of the Commonwealth of Virginia. (Am.ComplJ 28.) Plaintiff alleges that Defendant Michael Smith owns or controls the Paylesscigs Enterprise, which operates the Internet websites www.paylesscig.com and www.onsaleweekly. com. (Am. Compl. ¶ 73; Am. RICO Stmt, at 2.) In this capacity, Plaintiff alleges, Defendant Smith directs the Paylesscigs Enterprise to sell cigarettes to New York City residents, to conceal those sales from the New York State tax authorities, and to misrepresent the tax status of the enterprise’s sales and its obligations under the Jenkins Act (Am. RICO Stmt, at 2.) Plaintiff alleges the Paylesscigs Enterprise states on its website that: We do not provide your information to anyone! Most other cigarette sites don’t either, but a few do report sales to state tax offices, so find out before you buy, if not you could receive an unexpected tax bill from your state tax office. The only way we will provide any information to anyone is by court order from a court with local jurisdiction. (Am.Compl.l 53(d).) Plaintiff alleges Defendant Smith is also the sole proprietor of a retail cigarette outlet known as “Paylesscigs,” located in Richmond, Virginia. (Am. Compl. ¶ 28; Smith Decl. ¶ 2.) Defendant Smith has no offices or agents in New York; all documents and employees associated with Pay-lessCigs are located in Virginia. (Smith Decl. ¶ 4-5). d. Smokes-Direct Enterprise Plaintiff alleges the Smokes-Direct Enterprise consists of Defendant Hooray’s Inc., Defendant Stephen Knopp, and Defendant Dmitriy Zilberman. Defendant Hooray’s, Inc. (“Hooray’s”) is a Kentucky corporation with its principal place of business in Louisville, Kentucky. (Am. Compl. ¶ 29; Knopp Decl. ¶ 2, 6.) Plaintiff asserts that Defendant Hooray’s, Inc. is an associate of the Smokes-Direct Enterprise. (Am.ComplJ 74.) Hooray’s Inc. owns and/or controls Hooray’s Discount Depot and also owns or controls the Smokes-Direct Enterprise, which operates Internet websites www.smokes-direct. com and www.cigsonline.com. Hooray’s also operates a retail cigarette outlet known as “Smokes-Direct” (a/k/a “Cigsonline”), employing three people in one facility in Louisville, which is part of the Western District of Kentucky. (Knopp Decl. ¶ 6.) Plaintiff alleges that Hooray’s, Inc. directs the Smokes-Direct enterprise to sell cigarettes to New York City residents, to conceal these sales from New York State tax authorities and make misrepresentations to New York City customers regarding the tax status of the enterprise’s cigarette sales and its obligations under the Jenkins Act. (Am. RICO Stmt, at 4.) Defendant Stephen F. Knopp is the President of Defendant Hooray’s, and is a resident of Kentucky. (Am.ComplJ 30.) Plaintiff alleges that Stephen Knopp is an associate of the Smokes-Direct Enterprise. (Am.ComplV 75.) Plaintiff contends that Defendant Knopp directs the Smokes-Direct Enterprise to sell cigarettes to New York City residents and to conceal these sales from New York State tax authorities and make misrepresentations to New York City customers regarding the tax status of the enterprise’s cigarette sales. (Am. RICO Stmt, at 4.) Specifically, Plaintiff alleges the Smokes-Direct Enterprise states on its website that it “does not report any sales activity to any state taxing authority and is not required to do so.” (Am.ComplJ 53(e).) Plaintiff alleges also that the Smokes-Direct Enterprise’s privacy policy promises it “will not divulge your information to any thud party with out [sic] either your express consent or as directed by the lawful order of a court of proper jurisdiction.” (Am.Compl^ 53(e).) Defendant Dmitriy Zilberman resides in Kentucky and is an employee or officer of Defendant Hooray’s Inc. and the “Administrative Contact” for the Smokes-Direct Enterprise Website. (Am. Compl. ¶ 31; Knopp Deck ¶ 4.) Plaintiff contends that Defendant Dmitriy Zilberman is an associate of Smokes-Direct Enterprise. (Am. Comply 76.) Plaintiff asserts Defendant Dmitriy Zilberman directs the enterprise to conceal cigarette sales to New York City residents from the New York State taxing authorities and to make misrepresentations to New York City residents concerning the taxable status of the enterprise’s cigarette sales and its responsibilities for filing Jenkins Act reports (Am. RICO Stmt, at 4.) 2. Dirtcheap Defendants Plaintiff alleges that the Dirteheapeigs Enterprise includes all of the Dirtcheap Defendants, Dirtcheapcigs.com, Fred Teu-tenberg IV, and Fred Teutenberg V. Defendant Dirtcheapcigs.com, Inc. is a Missouri Corporation with its principal place of business in Paducah, Kentucky. (Am. Compl. ¶ 25; Fred Teutenberg IV Decl. at 1.) Plaintiff alleges that Defendant Dirtcheapcigs.com is an associate of the Dirteheapeigs Enterprise. (Am. RICO Stmt, at 3.) Plaintiff alleges Dirtcheap-cigs.com owns and operates the Dirtcheap-cigs.com Enterprise, which maintains a cigarette outlet known as www.Dirtcheap-cigs.com. (Am. Compl. ¶ 70.; Am. RICO Stmt, at 3.) Its servers, its call center, and its retail outlet are located in Paducah, Kentucky. (Fred Teutenberg IV Deck at 1). Defendant Dirtcheapcigs.com has no offices or agents in New York. (Id.) Dirt-cheapcigs.com, Inc., however, has taken out print advertisements in New York City to promote the services of the enterprise, although the content of these advertisements is unclear. (Am. RICO Stmt, at 3.) Plaintiff alleges that Dirtcheapcigs.com directs the Dirteheapeigs Enterprise to sell cigarettes to New York City residents and to conceal those sales from New York State tax authorities (Am. RICO Stmt, at 3.) Plaintiff alleges that, at Dirtcheapcigs.com, Inc.’s direction, the Dirteheapeigs Enterprise also makes misrepresentations to New York City residents regarding the enterprise’s sales and concerning the enterprise’s responsibility for filing Jenkins Act reports (Am. RICO Stmt, at 3.) Specifically, Plaintiff alleges that the Dirteheapeigs Enterprise states on its website that: “It is our researched legal opinion that we are not required to furnish [customer names and addresses to government authorities]. To date we have never furnished such information. We are the last refuge of the persecuted smoker.” (Am.Compl^ 53(c).) Defendant Fred Teutenberg IV resides in the Eastern District of Missouri and is President of Defendant Dirtcheapcigs.com, Inc. (Am. Compl. ¶ 26; Fred Teutenberg IV Deck at 2.) Defendant Fred Teutenberg V is a resident of the Eastern District of Missouri and is a Vice President of Defendant Dirtcheap.com, Inc. (Am. Compl. ¶ 27; Am. RICO Stmt, at 3.) Plaintiff alleges that Defendants Fred Teutenberg IV and Fred Teutenberg V are associates of the Dirteheapeigs Enterprise. (Am. Compl.lffl 71-72.) Plaintiff alleges that, as associates of the Dirtcheap Enterprise, both Fred Teutenberg IV and Fred Teu-tenberg V direct the enterprise to make cigarette sales to New York City residents and conceal those sales from the New York State tax authorities. Further, at the Teutenbergs’ direction, the Dirtcheap-cigs Enterprise makes the aforementioned misrepresentations to New York City residents concerning the tax status of the enterprise’s sales and concerning the enterprise’s responsibility for filing Jenkins Act reports. (Am. RICO Stmt, at 3.) 3. Bulkcigs Defendants a. Bulkcigs Enterprise Plaintiff alleges that the Bulkcigs Enterprise includes S4L Distributing, Inc. and William C. Baker III. Defendant S4L Distributing, Inc. (“S4L Inc.”) is a Virginia corporation with its principal place of business in the Western District of Virginia. (Am. Compl. ¶ 32; Baker Decl. at 1.) Plaintiff alleges that Defendant S4L Distributing is an associate of the Bulkcigs Enterprise and in fact, owns and/or controls the Bulkcigs Enterprise. The Bulkcigs Enterprise operates the Internet websites www.bulkcigs.com and www.S4L.com. (Am. RICO Stmt, at 4.) Plaintiff further alleges that S4L directs the Bulkcigs Enterprise to sell cigarettes to New York City residents and conceal these sales from New York State tax authorities and make misrepresentations to New York City residents about the tax status of the cigarettes sold and about the enterprise’s obligations under the Jenkins Act. (Am. RICO Stmt, at 4-5.) S4L, Inc. has no offices or representatives in New York. (Baker Decl. at 1.) Defendant William C. Baker III is a citizen of Virginia, residing in the Western District of Virginia. (Baker Decl. at 1.) Plaintiff alleges that Defendant Baker is an employee or officer of Defendant S4L, Inc. and is also an associate of Bulkcigs Enterprise. (Am.ComplVfl 33, 78.) Plaintiff asserts that Defendant Baker directs the enterprise to sell cigarettes to residents of New York City, to conceal the sales from New York State tax authorities, and to make misrepresentations to New York City residents about the tax status of the cigarettes sold and about the Bulkcigs Enterprise’s obligations under the Jenkins Act (Am. RICO Stmt, at 5.) b. DiscountTobaceo Enterprise Plaintiff alleges that the DiscountTobac-co Enterprise is comprised of Double B Distributing and William J. Bevins. (Am. RICO Stmt, at 5.) Defendant Double B Distributing d/b/a Discount Tobacco Store (“Double B”) is a Virginia business with its principal place of business in the Western District of Virginia. (Am. Compl. ¶ 34; Bevins Decl. at 1.) Plaintiff alleges that Double B owns or controls the Discount Tobacco Enterprise, which operates the website www.discount-tobacco store.com. (Am.ComplV 34.) In this capacity, Plaintiff claims Double B directs the Discount Tobacco Enterprise to sell cigarettes to residents of New York City and to conceal the sales from New York State tax authorities (Am. RICO Stmt, at 5.) Plaintiff also alleges Defendant Double B directs the Discount Tobacco Enterprise to make misrepresentations to New York City residents about the tax status of the cigarettes sold and about the enterprise’s obligations under the Jenkins Act. (Am. RICO Stmt, at 5.) Double B has no offices or representatives in New York. (Bevins Decl. at 1.) Defendant William J. Bevins Jr. resides in the Western District of Virginia and is an owner or officer of Defendant Double B. (Am. Compl. ¶ 35; Bevins Decl. at 1.) Plaintiff alleges that Defendant William J. Bevins Jr. is an associate of the Discount Tobacco Enterprise and in fact, owns and/or controls the enterprise. (Am. CompU 79.) Plaintiff alleges Bevins directs the enterprise to sell cigarettes to New York City residents and make misrepresentations about the tax status of the cigarettes sold and about the Discount Tobacco enterprise’s obligations under the Jenkins Act (Am. RICO Stmt, at 5.) II. DISCUSSION A. Standard of Review In deciding a Fed.R.Civ.P. 12(b)(6) motion, the Court must read the complaint generously, accepting as true the factual allegations in the complaint and drawing all inferences in favor of the pleader. Bolt Elec., Inc. v. City of New York, 53 F.3d 465, 469 (2d Cir.1995); Mills v. Polar Molecular Corp., 12 F.3d 1170, 1174 (2d Cir.1993). The Court will grant such a motion only if, after viewing plaintiffs allegations in a most favorable light, “it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); Walker v. City of New York, 974 F.2d 293, 298 (2d Cir.1992), cert. denied, 507 U.S. 961, 113 S.Ct. 1387, 122 L.Ed.2d 762 (1993). While a court considering a Rule 12(b)(6) motion to dismiss for failure to state a claim is limited to the facts stated in the complaint, the complaint includes any written instrument attached as an exhibit and any statements or documents incorporated by reference into the complaint. See Paulemon v. Tobin, 30 F.3d 307, 308-09 (2d Cir.1994); Rombach v. Chang, 355 F.3d 164, 169 (2d Cir.2004). In addition, the Court may consider the factual allegations in Plaintiffs RICO Statement as a supplement to the complaint. McLaughlin v. Anderson, 962 F.2d 187, 189 (2d Cir.1992); Dornberger v. Metro. Life Ins. Co., 961 F.Supp. 506, 515 (S.D.N.Y.1997). Courts may also consider “documents either in plaintiffs possession or of which plaintiff [ ] had knowledge and relied on in bringing suit.” Brass v. American Film Tech., Inc., 987 F.2d 142, 150 (2d Cir.1993). It is well established under Fed. R.Civ.P 9(b) that in all averments of fraud, “the circumstances constituting fraud ... shall be stated with particularity.” This heightened pleading requirement is designed to (1) provide a Defendant with notice to enable her to prepare a defense; (2) protect a Defendant against harm to her reputation or goodwill; and (3) deter strike suits. See DiVittorio v. Equidyne Extractive Indus. Inc., 822 F.2d 1242, 1247 (2d Cir.1987). Because Rule 9(b) requires a Plaintiff to state on the record the specific nature of the fraud, allegations of fraud may not be based upon information and belief. See DiVittorio, 822 F.2d at 1247. However, when the facts underlying the fraud are peculiarly within the opposing party’s knowledge, a Complaint may be based upon information and belief. Id. But even in those circumstances, the plaintiff still bears the burden of alleging the facts upon which his or her belief is founded. Id. at 1248. All of the Defendants argue that the Complaint fails to identify the fraudulent statements or circumstances with particularity as required by Fed.R.Civ.P 9(b). (Multistate 12(b)(6) Mem. at 16; Hemi Group Mem. at 22; Dirtcheap Mem. at 17.) To fulfill Rule 9(b)’s particularity requirements, a Complaint must specify the time, place, speaker, and content of the alleged misrepresentation. DiVittorio, 822 F.2d at 1247 (citing Luce v. Edelstein, 802 F.2d 49, 52 (2d Cir.1986)). While scienter may be averred generally, “plaintiffs are still required to plead the factual basis which gives rise to a strong inference of fraudulent intent.” Fischer v. Tynan, No. 90-7587, 1993 WL 213025 at *2, 1993 U.S. Dist. LEXIS 8224, *5 (S.D.N.Y. June 16, 1993) (quoting Wexner v. First Manhattan Co., 902 F.2d 169, 172 (2d Cir.1990)). This means that, “a complaint must adequately specify the statements it claims were false and misleading, give particulars as to the respect in which Plaintiff contends the statements were fraudulent, state when and where the statements were made, and identify those responsible for the statements.” Kelly v. L.L. Cool J., 145 F.R.D. 32, 38 (S.D.N.Y.1992) (quoting Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir.1989)), aff'd, 23 F.3d 398 (2d Cir.1994); see also DiVittorio, 822 F.2d at 1247; Keenan v. D.H. Blair & Co., Inc., 838 F.Supp. 82, 86 (S.D.N.Y.1993); Kubin v. Miller, 801 F.Supp. 1101, 1117 (S.D.N.Y.1992). Here, Plaintiff has shown misrepresentations made by Defendants on their websites and omissions made by the Defendants, as well as where and when they occurred. Specifically, Plaintiff has shown that the following Defendants allegedly made misrepresentations on their websites, which have occurred continuously since the websites were placed online: Dirtcheapcig.com, Fred Teutenberg IV, Fred Teutenberg V, Hooray’s, Stephen K. Knopp, Hemi Group, Kai Gachupín. (Am. RICO Stmt, at 8.) As discussed later, although Plaintiff has shown that statements were made on the following Defendants’ websites, it is not clear that the statements made were misrepresentations: Cyco.net, Richard A. Urrea, Daniel R. Urrea, Michael E. Smith, and S4L Distributing, Inc. Furthermore, Plaintiff does not allege any statements were made on websites by the following Defendants: Double B Distributing and William J. Bevins Jr. However, because of the nature of the claim, that Defendants’ actions of not filing Jenkins Act reports caused the City harm, information regarding sales to New York City cigarette consumers, “lies peculiarly within the opposing parties’ knowledge.” DiVittorio, 822 F.2d at 1248. Plaintiff has shown, through its communications with the New York State tax authorities, that none of the Defendants have ever filed Jenkins Act reports, which, as discussed later, may be construed as a misrepresentation resulting in fraud. (Am. RICO Stmt, at 8.) Therefore, reading the Complaint and the RICO Statement generously and drawing all inferences in favor of the pleader, as a court must do when deciding a Rule 9(b) motion, Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir.1989), the Court finds that Plaintiff has successfully pled fraudulent intent and the content of the alleged omissions with sufficient particularity. B. Personal Jurisdiction Only Defendants Fred Teutenberg IV and Fred Teutenberg V contest personal jurisdiction in New York. Defendants argue that as employees of Dirtcheap-cigs.com they are separate and distinct from the corporation, and while personal jurisdiction over the corporation may be proper in New York, the Court lacks personal jurisdiction over the Teutenbergs as individual defendants. (Defs.’ Mem. of Law at 24.) The Teutenbergs claim they do not reside in New York, and do not have any real property, offices or agents in New York. (Teutenberg IV Decl. ¶ 8-9; Teutenberg V Decl. ¶¶ 3,6.) They contend that they have not been to New York on business, and have not made any contract in New York related to the Dirtcheap-cigs.com, and have not entered into a contract to supply goods or services in New York. (Teutenberg IV Decl. ¶¶ 11-14; Teu-tenberg V Decl. ¶¶4.) The Teutenbergs state that they do not sell or transfer cigarettes in interstate commerce. (Teu-tenberg IV Decl. ¶ 14; Teutenberg V Decl. ¶ 14.) On a motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(2), plaintiff bears the burden of establishing the court’s jurisdiction over defendants. Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 171 F.3d 779, 784 (2d Cir.1999). However, if a forum’s personal jurisdiction over a defendant is questioned before discovery has commenced, in order to defeat the motion, Plaintiff only has to establish, pri-ma facie, that personal jurisdiction is proper based on information in the complaint as well as supporting documentation. Ball v. Metallurgie Hoboken-Over-pelt, S.A., 902 F.2d 194, 197 (2d Cir.1990). The court must assume all the factual allegations in the complaint are true, and resolve all doubts in plaintiffs favor “notwithstanding a controverting presentation by the moving party.” A.I. Trade Fin., Inc. v. Petra Bank, 989 F.2d 76, 79-80 (2d Cir.1993). Exercise of personal jurisdiction for violation of civil RICO cases is dictated by 18 U.S.C. § 1965. The Second Circuit interprets this statute to allow the federal courts a more expansive jurisdictional reach than that permitted by Fed.R.Civ.P. 4(k). In general federal courts must guarantee that personal jurisdiction is in accordance with both the long-arm statute of the state in which the federal court is located and the Constitution. The Due Process Clause of the Fourteenth Amendment permits a state to exercise personal jurisdiction over a nonresident defendant with whom it has certain minimum contacts ... such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ In determining whether minimum contacts exist, the court considers “the relationship among the defendant, the forum, and the litigation.” To establish the minimum contacts necessary to satisfy “specific” jurisdiction, the [plaintiff] first must show that [his] claim arises out of or relates to [defendant’s] contacts with [the forum state]. The [plaintiff] must also show that [the defendant] “purposefully availed” [himself] of the privilege of doing business in [the forum state] and that [the defendant] could foresee being “haled into court” there. Chew v. Dietrich, 143 F.3d 24, 28 (2d Cir.1988) (citations omitted). To establish minimum contacts under civil RICO, however, Plaintiff need only prove one of four factors listed in 18 U.S.C. § 1965(a), inter alia, which provides that “any civil action or proceeding under this chapter against any person may be instituted in the district court of the United States for any district in which such person resides, is found, has an agent, or transacts his affairs.” PT United Can Co. Ltd. v. Crown Cork & Seal Co., Inc., 138 F.3d 65, 71 (2d Cir.1998). Moreover, “a civil RICO action may be brought in district court where personal jurisdiction based on minimum contacts is established as to at least one defendant.” PT United Can Co., 138 F.3d 65, 71. The City has adequately met its burden of establishing, prima facie, that the Teutenbergs “transact their affairs in New York, thereby rendering them amenable to personal jurisdiction here.” The legislative history of section 1965(a) reveals that it was patterned after the antitrust statutes. See H.R.Rep. No. 1549, 91st Cong., 2d Sess. (1970), reprinted in 2 U.S.Code Cong. & Adm. News 4007, 4034 (1970). Thus, “transacts his affairs” language of Section 1965(a) has been held to be synonymous with the “transacts business” language of section 12 of the Clayton Act, 15 U.S.C. § 22. King v. Vesco, 342 F.Supp. 120, 124 (N.D.Cal.1972). Moreover, “[t]he test for transacting business for venue purposes under the antitrust laws is co-extensive with the test for jurisdiction under New York CPLR § 302”. Agra Chemical Distributing Co., Inc. v. Marion Laboratories, Inc., 523 F.Supp. 699, 702 (W.D.N.Y.1981). Bulk Oil (USA), Inc. v. Sun Oil Trading Co., 584 F.Supp. 36, 39-40 (S.D.N.Y.1983). The Second Circuit has read N.Y. CPLR § 302(a)(1) to allow a corporation to act as an agent for individual defendants. See Retail Software Services v. Lashlee, 854 F.2d 18, 22 (2d Cir.1988) (citing Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 527 N.Y.S.2d 195, 522 N.E.2d 40 (1988)). “Plaintiff need not establish a formal agency relationship between defendants and [the corporation]. He need only convince the court that [the corporation] engaged in purposeful activities in this State in relation to [its] transaction for the benefit of and with the knowledge and consent of the [non-domiciliary] defendants and that they exercised some control over [the corporation] in this matter.” Id. Personal jurisdiction over the Teutenbergs comports with the requirements of New York CPLR § 302(a)(1) because Dirtcheapcigs.com engaged in purposeful activities in New York vis-á-vis its interactive web-site, Bensusan Restaurant Corp. v. King 126 F.3d 25 (2d Cir.1997); State of Washington, Dept. of Revenue v. WWW.Dirtcheapcig.com, 260 F.Supp.2d 1048, with the consent and knowledge of its President and Vice President, the Teu-tenbergs. Plaintiff alleges that the Teu-tenbergs (1) directed Dirtcheap.com to sell cigarettes to New York City residents, (2) to conceal those sales from New York state tax authorities, and (3) to make misrepresentations regarding the tax status of their cigarette sales and their responsibilities under the Jenkins Act. (Am. RICO Stmt, at 3.) These allegations are sufficient to establish prima facie that the Teuten-bergs transact their affairs in New York and thus, are amenable to personal jurisdiction in New York. Having established that the Teutenbergs have minimum contacts with New York, the court must also consider “whether the assertion of jurisdiction ‘comports with traditional notions of fair play and substantial justice—-that is, whether it is reasonable under the circumstances of a particular case.’ ” Metropolitan Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 568 (2d Cir.), cert. denied, 519 U.S. 1006, 117 S.Ct. 508, 136 L.Ed.2d 398 (1996) (quoting International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945)); see also Ticketmaster-New York, Inc. v. Alioto, 26 F.3d 201, 206 (1st Cir.1994). The Court is satisfied that Plaintiffs allegations concerning the Teutenbergs’ knowledge and control of Dirtcheap-cigs.com’s New York transactions amount to adequate notice that they could be reasonably haled into court in New York. If, as Plaintiff states, the Teutenbergs planned and executed a scheme to sell cigarettes to New York residents, conceal these sales from New York State tax authorities and make misrepresentations about the tax status of their cigarette sales to New York residents and their tax liability under the Jenkins Act, (Am. RICO Stmt, at 3), then it is reasonable that the Teutenbergs be subject to the jurisdiction of New York’s courts. Because the Teutenbergs transact their affairs in New York, they have established the requisite minimum contacts with New York necessary to satisfy both § 1965(a), PT Can Co. Ltd., 138 F.3d at 71, and the Due Process clause of the Fourteenth Amendment of the Constitution. C. Venue Multistate Defendants, www.Dirtcheap-cigs.com, Fred Teutenberg V, Fred Teu-tenberg IV, S4L Distributing Inc., William C. Baker, Double B Distributing and William J. Bevins move to dismiss for improper venue pursuant to Fed.R.Civ.P. 12(b)(3) and 28 U.S.C. § 1406(a). Rule 12(b)(3) of the Federal Rules of Civil Procedure and 28 U.S.C. §§ 1404(a), 1406(a) permit the Court to dismiss a claim where venue is improper. The requirement of proper venue “serves the purpose of protecting a defendant from the inconvenience of having to defend an action in a trial that is either remote from the defendant’s residence or from the place where the acts underlying the controversy occurred.” Leon C. Baker, P.C. v. Bennett, 942 F.Supp. 171, 175 (S.D.N.Y.1996). When venue is challenged, Plaintiff “bears the burden of demonstrating that a substantial part of the events or omissions giving rise to the claim occurred in this district.” G.F.C. Fashions, Ltd. v. Goody’s Family Clothing, Inc., No. 97-0730, 1998 WL 78292 at *2, 1998 U.S. Dist. LEXIS 1989, *5 (S.D.N.Y. Feb. 24, 1998). Venue may be proper although a forum is not the only possible forum. Fisher v. Hopkins, No. 02-7077, 2003 WL 102845, 2003 U.S. Dist. Lexis 307 (S.D.N.Y. Jan. 9, 2003). Venue may be proper even if a greater part of the events giving rise to a claim happened in another forum. Id. at *7; Astor Holdings, Inc. v. Roski, No. 01-1905, 2002 WL 72936, at *8, 2002 U.S. Dist. LEXIS 758 (S.D.N.Y. Jan. 17, 2002). See also Rothstein v. Carriere, 41 F.Supp.2d 381, 387 (E.D.N.Y.1999), citing Neufeld v. Neufeld, 910 F.Supp. 977, 986 (S.D.N.Y.1996). However, venue must be properly established over each defendant for each cause of action plaintiff pleads. Saferstein v. Paul, Mardinly, Durham, James, Flandreau & Rodger, P.C., 927 F.Supp. 731, 736 (S.D.N.Y.1996); Charles A. Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure; Jurisdiction 2d Section 3808. In this case, Plaintiff has asserted a federal claim under the RICO statute, 18 U.S.C. § 1961 et seq., and a pendent claim pursuant to New York State’s General Business Law § 349 as well as a common law fraud claim. In civil RICO eases, venue is governed by 18 U.S.C. § 1965(a) and (b). “The RICO venue provision is supplemental to the general federal venue provision found in 28 U.S.C. § 1391.” Shuman v. Computer Associates International, Inc., 762 F.Supp. 114, 116 (E.D.Pa.1991); accord, Miller Brewing Co. v. Landau, 616 F.Supp. 1285, 1291 (E.D.Wis.1985); see also, 1A Moore's Federal Practice, Venue, ¶ 0.340[7]. This means Plaintiff may properly lay venue in accordance with either 18 U.S.C.1965 or 28 U.S.C. 1391. As previously stated, Congress intended the civil RICO venue provisions to be a liberalization to the federal venue statute 28 U.S.C. § 1391. See 1970 House Report No. 1549, reprinted in 1970 U.S.C.C.A.N. 4007, 4034 (noting that § 1965 “contains broad provisions regarding venue and process, which are modeled on present antitrust legislation”); See also 116 Cong. Rec. H35196 (daily ed. Oct. 6, 1970)(remarks of Rep. Emanuel Celler that “provision is made for nationwide venue and service of process”). Defendants opposing venue in the Southern District of New York claim they do not reside, have agents, or transact their affairs in the Southern District of New York. Furthermore, they argue they cannot be found here and deny that a substantial part of the acts and/or omissions giving rise to Plaintiffs claims occurred in the Southern District of New York. Although the Second Circuit has not yet clearly enunciated its position concerning the scope of civil RICO’s venue provision, it is the policy in this Circuit to conflate personal jurisdiction and venue by reading the RICO venue provision to permit adjudication in any district where minimum contacts are established. PT United Can Co. Ltd., 138 F.3d 65, 71; Gates v. Wilkinson, 01-3145, 2003 WL 21297296 *1 (S.D.N.Y. June 4, 2003) (finding venue im proper because Defendants failed to meet either of the four statutory factors provided for in section 1965(a)). Accordingly, for the same reasons that personal jurisdiction in New York is proper over Defendants, so too is venue over Plaintiffs civil RICO claim. 1. Venue for NYS General Business Law Section 349 and Common Law Fraud Plaintiff must also establish that venue is proper for its pendent state law claims brought under New York State’s General Business Law § 349. The doctrine of pendent venue permits the Court in its discretion to find venue where it arises from the same nucleus of operative facts as a “properly venued” federal claim. See Hudson Venture Partners, L.P. v. Patriot Aviation Group, Inc., No. 98-4132, 1999 WL 76803, at *5 (S.D.N.Y. Feb. 17, 1999); Banfield v. UHS Home Attendants, Inc., No. 96-4850, 1997 WL 342422, at *1 (S.D.N.Y. June 23, 1997). “Venue for the state law claim is clearly a function of venue for the federal claim and, in the court’s discretion, pendent venue may be found over the state law claim to enable adjudication of that claim together with the federal claim.” Garrett v. NYLCare Health Plans, Inc., No. 98-9077, 1999 WL 459925, *4 (S.D.N.Y. June 29, 1999). In determining whether pendent venue is proper, the Court must consider “judicial economy, convenience to the parties and the court system, avoidance of piecemeal litigation and fairness to the litigants.” Rodriguez v. Chandler, 641 F.Supp. 1292, 1302 (S.D.N.Y.1986). Because Plaintiffs state law claim is based on the same set of operative facts as its RICO claim, the evidence and witnesses will be the same for both claims. See University Sav. Ass’n v. Bank of New Haven, 765 F.Supp. 35 (D.Conn.1991) (finding that where state law claims asserted against defendant in RICO action were properly before the court pursuant to doctrine of pendent jurisdiction because the claims all derived from common nucleus of operative facts, and it was in the interest of judicial economy to hear all related claims and try the case at one time). Therefore, it serves the interests of judicial efficiency to hear Plaintiffs state law claims together with its claims under civil RICO. D. Transfer Multistate Defendants, S4L Distributing, William C. Baker, Double B Distributing, and William J. Bevins move to transfer venue pursuant to 28 U.S.C. §§ 1406(a) and 1404(a). The Dirtcheapeigs and S4L Defendants’ motions for transfer pursuant to 28 U.S.C. 1406(a) are mooted. Because venue is proper in the Southern District of New York, the motions to transfer pursuant to 1404(a) are moot. Fisher v. Hopkins, 2003 WL 102845, at *3, 2003 U.S. Dist. Lexis 307, at *9 (S.D.N.Y. July 9, 2003) (section 1406(a) does not apply when venue is correct). Moreover, “a plaintiffs choice of forum is accorded significant weight” in a transfer motion. Indeed, “[t]he determination whether to grant a change of venue requires a balancing of conveniences, which is left to the sound discretion of the court.” Filmline (Cross-Country) Productions, Inc. v. United Artists Corp., 865 F.2d 513, 520 (2d Cir.1989). In deciding a motion to transfer, the Court should consider (1) where the events at issue took place, (2) the convenience of the parties and material witnesses, (3) the relative ease of access to sources of proof, (4) the weight accorded to plaintiffs choice of forum, (5) the forum’s familiarity with the governing law, (6) trial efficiency, and (7) the interest of justice. Dwyer v. General Motors Corp., 853 F.Supp. 690, 691-92 (S.D.N.Y.1994). The Court is satisfied that these factors are sufficiently met in the instant case. In particular, transfer is inappropriate because neither trial efficiency nor the interests of justice are served by transferring the case. Wyndham Assocs. v. Bintliff, 398 F.2d 614, 619 (2d Cir.1968) (“There is a strong policy favoring the litigation of related claims in the same tribunal in order that pretrial discovery can be conducted more efficiently, duplicitous litigation can be avoided, thereby saving time and expense for both parties and witnesses, and inconsistent results can be avoided.”). Were this Court to order transfer, Plaintiff would be forced to litigate this action in four, perhaps five, judicial districts across the country. The Court will not engage in such a waste of resources. Accordingly, Defendants’ motions to transfer are DENIED. E. Federal RICO Claims Although primarily a criminal statute, Congress explicitly created a private right of action under the Racketeer Influenced and Corrupt Organizations Act (RICO), 18 U.S.C. § 1964-1968. “Any person injured in his business or property by reason of a violation of section 1962” may invoke the civil RICO remedies. 18 U.S.C. § 1964(c). If the plaintiff proves its injury resulted from a violation of § 1962, the plaintiff is entitled to “recover threefold the damages he sustained] and the cost of the suit, including a reasonable attorney’s fee.” 18 U.S.C. § 1964(c). Courts have found that an alleged RICO violation must be reviewed carefully and “with appreciation of the extreme sanctions it provides, so that actions traditionally brought in state courts do not gain access to treble damages and attorney’s fees in federal courts simply because they are cast in terms of RICO violations.” Mathon v. Marine Midland Bank, N.A., 875 F.Supp. 986, 1001 (E.D.N.Y.1995); see also Schmidt v. Fleet Bank, 16 F.Supp.2d 340, 346 (S.D.N.Y.1998) (“[Civil RICO] is an unusually potent weapon—the litigation equivalent of a thermonuclear device....”); Goldfine v. Sichenzia, 118 F.Supp.2d 392, 397 (S.D.N.Y.2000) (stating that “this Court looks with particular scrutiny at Civil RICO claims to ensure that the Statute is used for the purpose intended by Congress”). This Court, therefore, reviews the present Plaintiffs civil RICO pleadings with particular scrutiny. Plaintiff alleges that various Defendants conducted the management and operation of the affairs of an enterprise, directly or indirectly, through a pattern of racketeering activity within the meaning of 18 U.S.C. §§ 1961(1)(B), 1961(5), and 1962(c) and (d), in violation of 18 U.S.C. § 1962(c) and (d), consisting of continuous and multiple instances of mail and wire fraud in violation of 18 U.S.C. §§ 1341 and 1343. (Am.Compl.lffl 16, 64, 80, 90.) The Multistate Defendants, the Hemi Group Defendants, and the Dirtcheap Defendants move to dismiss, arguing that the City does not have standing to bring a Civil RICO claim. The Dirtcheap Defendants also argue that the Complaint fails to state a civil RICO claim under 18 U.S.C. § 1962(d), which is the conspiracy provision of RICO. (Dirtcheap Mem. at 11.) 1. Standing Under RICO To satisfy the standing requirement under § 1964(c) of the RICO statute, the section relevant here, a plaintiff must demonstrate, (1) a violation of section 1962; (2) injury to business or property; and (3) causation of the injury by the defendant’s violation. Motorola Credit Corp. v. Uzan, 322 F.3d 130, 135 (2d Cir.2003) (quoting Hecht v. Commerce Clearing House, Inc., 897 F.2d 21, 23 (2d Cir.1990)); see also Baisch v. Gallina, 346 F.3d 366, 372 (2d Cir.2003) (stating that the third element of standing, that of causation, “is satisfied if the defendant’s injurious conduct is both the factual and the proximate cause of the injury alleged.”) (quoting Lerner v. Fleet Bank, N.A., 318 F.3d 113, 120 (2d Cir.2003)). a. Violation of § 1962 As stated above, the first element needed to prove RICO standing is a violation of § 1962. Section 1962(c) of the RICO Act, which Plaintiff here alleges was violated, provides in part that, “[i]t shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering activity....” See also Int’l Bhd. of Teamsters v. Carey, 297 F.Supp.2d 706, 713 (S.d.N.Y.2004) (holding that the elements necessary to establish a violation of 1962(c) are “(1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity.”) (citing Sedima, S.P.R.L. v. Imrex Co., 473 U.S. 479, 481-82, 105 S.Ct. 3275, 3277, 87 L.Ed.2d 346, 349 (1985) and Azrielli v. Cohen Law Offices, 21 F.3d 512, 520 (2d Cir.1994)). Here, the Court focuses on the elements of “enterprise” and “racketeering activity” to determine if a violation of § 1962 has been sufficiently pled. i. Person Distinct from Enterprise The Defendants argue the City has not alleged individuals distinct from the enterprise, and therefore that the Complaint fails to state a civil RICO claim. (Multi-state 12(b)(6) Mem. at 5; Hemi Group Mem. at 5; Dirtcheap Mem. at 9.) For offenses under § 1962(c), it is well settled that the alleged RICO person must be distinct from the alleged RICO enterprise. DeFalco v. Bernas, 244 F.3d 286, 307 (2d Cir.2001) (citing eases). “Be cause § 1962(c) speaks separately of a RICO ‘person’ acting on or conducting the affairs of the ‘enterprise,’ which clearly envisions two entities, a plaintiff must also comply with the rule that the RICO person and enterprise referred to must be distinct.” G-I Holdings, Inc. v. Baron & Budd, 238 F.Supp.2d 521, 546 (S.D.N.Y.2002) (citing Bennett v. United States Trust Co., 770 F.2d 308, 315 (2d Cir.1985) and Riverwoods Chappaqua Corp. v. Marine Midland Bank, 30 F.3d 339, 344 (2d Cir.1994)) (quotations omitted). The RICO statute defines “enterprise” as including, “any individual, partnership, corporation, association, or other legal entity.” 18 U.S.C. § 1961(4). An association-in-fact enterprise is defined in § 1961(4) as “any union or group of individuals associated in fact although not a legal entity.” This definition has been expounded by case law, as requiring “a group of persons associated together for a common purpose of engaging in a course of conduct, the existence of which is proven by evidence of an ongoing organization, formal or informal, and by evidence that the various associates function as a continuing unit.” First Capital Asset Management, Inc. v. Satinwood, Inc., 385 F.3d 159, 173 (2d Cir.2004) (quoting United States v. Turkette, 452 U.S. 576, 583, 101 S.Ct. 2524, 69 L.Ed.2d 246 (1981) (internal quotations omitted)). For an association of individuals to constitute an enterprise, the Second Circuit also requires that the individuals “share a common purpose to engage in a particular fraudulent course of conduct and work together to achieve such purposes.” Id. at 173 (quoting First Nationwide Bank v. Gelt Funding Corp., 820 F.Supp. 89, 98 (S.D.N.Y.1993)). Such an association of “individuals” may include corporations. See United States v. Huber, 603 F.2d 387 (2d Cir.1979) (stating that a group of corporations may comprise an association-in-fact enterprise). Here, the Plaintiff alleges that the 16 Defendants (who are both corporations and natural persons) are associates of seven named Internet cigarette enterprises. (Am.Compl.1ffl 62-79.) It further alleges that the enterprises are comprised of individuals with a common purpose, a continuity of structure and personnel, and a consensual decision-making structure that is used to engage in conduct that is both legal and illegal. (Am.Compl.lffl 62-63.) Plaintiff also states in its RICO Statement that “No individual or business entity alleged to be a liable person herein is the same entity as the enterprise.” (Am. RICO Stmt, at 12.) The Dirtcheap Defendants argue that the Plaintiffs identification of various enterprises fails because it “cannot identify any ‘enterprise’ apart from the Defendants themselves.” (Dirtcheap Mem. at 9.) The Dirtcheap Defendants further argue that each enterprise alleged by the Plaintiff is comprised of a corporation and its officers and employees, which is fatal to its claims. (Id.) The Multistate Defendants argue along similar lines, specifying that officers and employees of a business are not separate persons from their corporation and regularly carrying out their business does not constitute a separate enterprise. (Hemi Group Mem. at 5-6; Multistate 12(b)(6) Mem. at 6-7.) In its opposition, Plaintiff argues that it establishes RICO’s distinctness requirement under the rubric of Cedric Kushner Promotions, Ltd. v. King, 533 U.S. 158, 166, 121 S.Ct. 2087, 2092, 150 L.Ed.2d 198, 206 (2001). In Kushner, the Supreme Court considered whether a 1962(c) claim could be brought against Don King, who was the president and sole shareholder of the closely held corporation, Don King Productions, which also was a defendant. 533 U.S. 158, 121 S.Ct. 2087, 150 L.Ed.2d 198. The Supreme Court stated that to establish liability under section 1962(c), “one must allege and prove the existence of two distinct entities: (1) a ‘person’; and (2) an ‘enterprise’ that is not simply the same ‘person’ referred to by a different name.” 533 U.S. at 161, 121 S.Ct. at 2090, 150 L.Ed.2d at 203. The Court found that the person, Don King, was distinct from the corporation, which was the RICO enterprise, because the corporation was a “legally different entity with different rights and responsibilities.” 533 U.S. at 163, 121 S.Ct. at 2091, 150 L.Ed.2d at 204. The Supreme Court held that where a corporate employee acts within the scope of his or her authority to conduct the company’s affairs in a way that violates RICO, the corporate employee may be considered distinct from the corporation. 533 U.S. at 164, 121 S.Ct. at 2090, 150 L.Ed.2d at 205. Plaintiffs reliance on Kushner is misplaced. The Supreme Court was careful to differentiate the facts in Kushner, where the defendant Don King, who was also an employee, was the “person” and the defendant corporation was the RICO “enterprise,” from other cases, “which involved quite different circumstances which are not presented here.” 533 U.S. at 164, 121 S.Ct. at 2091, 150 L.Ed.2d at 205. In particular, the Court cited Riverwoods Chappaqua Corp. v. Marine Midland Bank, N.A., 30 F.3d 339 (2d Cir.1994) as having different circumstances, where the “person” was the corporation and the “enterprise” was the corporation, along with its employees and agents. Id. The plaintiffs in Riverwoods alleged that the defendant bank had coerced them through extortion and mail fraud, into restructuring loan agreements, in violation of RICO. 30 F.3d at 341. In one count, the plaintiff alleged that Marine Midland and two of its loan officers comprised an association-in-fact enterprise, known as the “Restructuring Group.” Id. The Court of Appeals allowed that a corporate entity could be both a defendant and an enterprise, where it “associates with others to form an enterprise that is sufficiently distinct from itself,” and where “there is only a partial overlap between the RICO person and the RICO enterprise.” 30 F.3d at 344. The court continued, “Nevertheless, by alleging a RICO enterprise that consists merely of a corporate defendant associated with its own employees or agents carrying on the regular affairs of the defendant, the distinctness requirement may not be circumvented.” Id. at 344. The court found that there was not enough evidence to show that the Restructuring Group was distinct from the defendant, Marine Midland. Id. at 343. The court said, “Thus, where employees of a corporation associate together to commit a pattern of predicate acts in the course of their employment and on behalf of the corporation, the employees in association with the corporation do not form an enterprise distinct from the corporation.” Id. at 344. The court in Riverwoods analogized the facts of that case with the facts in Atkinson v. Anadarko Bank & Trust Co., 808 F.2d 438, 440-41 (5th Cir.) (per curiam), cert denied, 483 U.S. 1032, 107 S.Ct. 3276, 97 L.Ed.2d 780 (1987). In Atkinson, the plaintiffs alleged that the defendant bank had violated RICO, by committing mail fraud when it sent the plaintiffs fraudulent loan statements, in excess of the rate agreed on by the parties. 808 F.2d at 439. The alleged enterprise was an association-in-fact comprised of the defendant bank, its holding company, and three bank employees. 808 F.2d at 440-41. The Fifth Circuit held that there was no evidence that the bank, its holding company, and its employees, were associated in any manner apart from the bank’s activities: “Plaintiffs wholly failed to establish the existence of any entity separate and apart from the bank.” Id. at 441. In particular, the Fifth Circuit pointed out that the mailing of the false loan statements was an activity of the bank and “[t]here is no evidence of any other activity on the part of the alleged enterprise.” Id. After discussing Atkinson, the Second Circuit in Riverwoods said, “Similarly, in this case, appellants cannot seriously contend that the actions of the Restructuring Group were anything other than the activities of Marine Midland employees carrying out the business of that bank.” 30 F.3d at 344. In Discon, Inc. v. NYNEX Corp., 93 F.3d 1055 (2d Cir.1996), the Second Circuit clarified the difference between its holdings in Rivenvoods and Cullen v. Margiotta, 811 F.2d 698, 729-30 (2d Cir.1987), where it had said, “we see no reason why a single entity could not be both the RICO ‘person’ and one of a number of members of the RICO ‘enterprise.’ ” In Discon, the Second Circuit said that ‘Riverwoods involved only a single corporate entity that was associated with its employees, whereas Cullen involved three legally separate entities that could be differentiated from the enterprise-group. Moreover, in River-woods, the individual defendants were acting on behalf of the enterprise-corporation and therefore, it would have been especially inappropriate to hold that they were ‘distinct’ from the enterprise.” Id. at 1063-64. Here, Plaintiff has alleged seven “Internet Cigarette Enterprises,” each of which Plaintiff alleges “sells cigarettes over the Internet, primarily to residents of states with high cigarette taxes.” (Am. Compl ¶ 85; Am. RICO Stmt, at 9.) Furthermore, Plaintiff alleges that each enterprise “advertises, usually over the Internet, but also by traditional means, the