Full opinion text
OPINION BATTS, District Judge. Plaintiffs Bank of America Corporation (“BAC”), Bank of America, N.A. (“BNA”), Bank of America Overseas Corporation (“BAOC”), and BankAmerica International Financial Corporation (“BIFC”) (collectively “Plaintiffs”) bring this action alleging fraudulent inducement, conversion, breach of fiduciary duty, and breach of contract. Defendants, Antonio Carlos Braga Lemgruber (“Lemgruber”), Agropastoril Aventura Ltda. (“Agropastoril”), Rio Aventura, Inc. (“Rio Aventura”), and SP Funds LLC (“SP Funds”) (collectively, the “Lemgruber Defendants” or “Defendants”) now move to dismiss the Complaint for lack of subject matter jurisdiction, lack of standing to sue, failure to state a legally sufficient claim, and failure to join real parties in interest pursuant to Rules 8(c), 9(b), 12(b)(1), 12(b)(6), 12(b)(7), and 19 of the Federal Rules of Civil Procedure, and on grounds of forum non conve-niens. For the reasons stated below, the Lemgruber Defendants’ motion is GRANTED IN PART and DENIED IN PART. I. BACKGROUND The present action arises out of Plaintiffs’ three-phase purchase of the stock of a Brazilian bank, Banco Liberal S.A. (“BL Brazil”), and several of its affiliates, including a Liberal Banking Corporation, Ltd., a Bahamian Bank (“BL Bahamas”), (collectively the “BL Banks”), from Defendant Lemburger and former Defendants Floris and De Luca, who allegedly took part in a scheme to defraud Plaintiffs by embezzling millions of dollars from the BL Banks and concealing from Plaintiffs both the embezzlement and other information that depreciated the value of the stock and assets that Plaintiffs acquired. A. The Parties Plaintiff BAC is a multi-bank holding company incorporated in Delaware with its headquarters in North Carolina. (Comply 8). BAC is the successor in interest to NationsBank Corporation (“Nati-onsBank”), who originally contracted with Defendants to purchase the BL Banks in 1998. (Id. ¶¶ 8, 17). Plaintiff BNA is an indirect wholly-owned subsidiary of BAC, headquartered in North Carolina, and is the successor by merger to NationsBank, National Association. (Id. ¶ 9). BNA was formed as a national bank organized under the laws of the United States and thus its presence as a party to this action would satisfy the first requirement for the Court’s exercise of subject matter jurisdiction under the Edge Act. (Id.) Plaintiff BAOC, a wholly-owned subsidiary of BNA, was formed in 1980 as an Edge Act Corporation under the laws of the United States and is headquartered in Charlotte, North Carolina. (Id. ¶ 10). Plaintiff BIFC was also formed as an Edge Act corporation and is headquartered in San Francisco, CA. (Id. ¶11). BNA, BAOC, and BIFC are hereinafter collectively referred to as the “Edge Act Plaintiffs.” Defendant Lemgruber is a resident and citizen of Brazil. (ComplA 12). Prior to Plaintiffs’ purchase of the BL Banks’ stock, Lemgruber owned significant minority stakes in both BL Brazil and BL Bahamas. (Id.) In addition, during the time period relevant to this action, he was an officer and director of both BL Banks with primary responsibility for managing operations of BL Brazil’s overseas’ affiliates, including BL Bahamas. (Id.; Declaration of Jared Goldstein [“Goldstein Decl.”], Ex. D (Management Agreement Between BAC, the BL Banks, and Lemburger, dated January 23,1998)). The remaining Defendants are entities that Plaintiffs allege were either directly controlled by Defendant Lemgruber or, in the alternative, were sufficiently independent to have conspired with Lemgruber to engage in the allegedly fraudulent transactions that gave rise to this action. (Compl. ¶ 13). Defendants Goldbeach Holdings Corporation (“Goldbeach”), Pow-erstone Corporation (“Powerstone”), Timber Springs Corporation (“Timber Springs”), and Tiger International Overseas Corporation (“TIOC”) are incorporated in the British Virgin Islands. (Id.). Defendants Agropastoril Aventura Ltda. and Delaware Asset Management Adm. Financiera e Consultoria (“Delaware Asset”) are incorporated in Brazil. (Id.). Defendant Blue Water Capital is incorporated and headquartered in Virginia (Gold-stein Decl. ¶ 9, Exs. J and K), while Defendants Santo Escolástica, Inc. and Rio Aventura Stables, Inc. are incorporated and headquartered in the state of Kentucky. (Compl. ¶ 13; Goldstein Decl. ¶ 8, Exs. F and G). Defendant SP Fund is also incorporated in Kentucky with its principal place of business located in Versailles, Kentucky. (Second Declaration of Jared Goldstein [“Goldstein 2nd Decl.”] ¶ 2, Ex. I). B. The Three-Stage BL Bank Stock Acquisition 1. The 1998 Stock Purchase In 1998, BAC, then NationsBank, decided to expand its presence in the investment banking market through the purchase of a majority stake in the BL Banks. (CompLI 17). At that time, Former Defendants Floris and De Luca and Defendant Lemgruber (collectively referred to as “Sellers”) owned or controlled all shares and managed the operations of the BL Banks. (Id. ¶¶ 18-19). On January 13, 1998, BAC entered into a Stock Purchase Agreement (hereinafter the “1998 Stock Purchase Agreement”) with the Sellers through which Plaintiffs acquired 51% of the stock of the BL Banks for approximately $115 million. (Compl. ¶ 20; Declaration of Chaya F. Weinberg-Brodt [“Weinberg-Brodt Decl.”] Ex. B (Fully executed Copy of the 1998 Stock Purchase Agreement)). BAC, as a successor to Nationsbank, is the only plaintiff who was a party. (Weinberg-Brodt Deck, Ex. B at 1). The 1998 Stock Purchase Agreement permitted Na-tionsBank (now BAC) or “one or more of its indirect subsidiaries” to acquire not less than 51% of the shares of the BL Brazil, and 51% of the shares of BL Bahamas. (Id. at 1). In addition, section 11.2 of the Agreement contained a call option granting BAC, or one of its subsidiaries, the right to purchase the remaining shares of the BL Banks at a price to be determined according to the BL Banks’ financial statements at the time of sale. (Compl. ¶ 30; Weinberg-Brodt Decl., Ex. B at 60). The 1998 Stock Purchase Agreement also contained many representations and warranties certified by the Sellers regarding the financial condition of and other important information about the BL Banks. For example: — In § 3.4 of the Agreement, the Sellers certified that the Balance Sheets and Interim Balance Sheets they provided to NationsBank “fairly present the financial condition ... of the [BL Banks].” (Compl. ¶ 22; Weinberg-Brodt Decl., Ex. B at 22-23). — In § 3.10, Sellers certified that the BL Banks had “no undisclosed liabilities or obligations of any nature (whether known or unknown and whether absolute accrued, contingent or otherwise) except for liabilities or obligations reflected or reserved against in the Balance Sheets or the Interim Balance Sheets ...” (Compl. ¶ 23; Weinberg-Brodt Deck, Ex. B at 26). — In § 3.14(a)(i), Sellers certified that since 1993 the BL Banks had been “in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business.” (Compl. ¶ 24; Weinberg Brodt Deck, Ex. B at 30). — In § 3.15(a), Sellers certified that to their knowledge “no Proceeding has been threatened, and no event has occurred or circumstances exists that may give rise to or serve as the basis for the commencement of any such Proceedings.” (Compl. ¶ 25; Weinberg-Brodt Deck, Ex. B at 31). — In § 3.24(c), Sellers certified that “[t]here is no fact known to any of the Sellers ... that materially adversely affects, or as far as any Seller can reasonably foresee, materially threatens, the business, operations, properties, prospects, assets, liabilities or condition” of the BL Banks. (Compl. ¶ 26; Weinberg-Brodt Deck, Ex. B at 41). —■ In § 3.25, Sellers certified that neither Sellers nor any other related person “has, or has had any interest in any property ... used in or pertaining to the [BL Banks’] businesses,” or except as disclosed has “(i) made any loan to or received any loan from, [the BL Banks], (ii) had any business dealings or any material financial interest in any transaction with [the BL Banks] other than in ordinary course of business with the [BL Banks] at substantially prevailing Market rates.” (Compl. ¶ 27; Weinberg-Brodt Deck, Ex. B at 41-42). The Agreement also contains an indemnification provision. Under section 10.2 of the Agreement, Sellers agreed to indemnify BAC and its affiliates for “any loss, liability, claim, damage ..., expense ... or diminution in value, whether or not involving a third-party claim ... arising directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller or [BL Brazil] in this Agreement ... or any other certificate or document delivered by Sellers or the Brazilian Bank pursuant to the Agreement; or (b) any Breach by any Seller or the Brazilian Bank of any covenant or obligations of such Seller or the Brazilian Bank in this agreement.” (Compl. ¶ 34; Weinberg-Brodt Deck, Ex. B at 52-53). While BAC was a signatory to the 1998 Stock Purchase Agreement, the BL Brazil shares were actually acquired by Nations-bank Brasil Holdings, Ltda. (now Bank of America Brasil Holdings Ltd. or “Brasil Holdings”), a Brazilian holding company, and the BL Bahamas shares were actually acquired by NB Bahamas Ltd. (“Bahamas Holdings”), a Bahamian holding company. (Declaration of Glenn Danzinger [“Dan-zinger Deck”] ¶¶ 7-8; Weinberg Brodt Deck, Ex. B. § 2.3(a)(ii) and iii). Brasil and Bahamas Holdings, which were each created for the sole purpose of holding shares in their respective BL Banks, are in turn subsidiaries of BIFC and BAOC, Bra-sil Holdings being jointly owned by BIFC and BAOC, while Bahamas Holdings is wholly-owned by BAOC. (Danzinger Deck ¶¶ 7-8). However, neither BIFC, BAOC, nor BNA acquired any shares in the BL Banks through the 1998 stock purchase, though BAOC allegedly contributed $50 million to the capital of BL Brazil. (CompU 29). Moreover, Brasil and Bahamas Holdings, not BAC, were parties to the BL Brazil and BL Bahamas Shareholder Agreements executed on January 23, 1998. (See Weinberg-Brodt Deck, Exs. C and D). Finally, while the 1998 stock purchase transferred majority ownership of the BL Banks to BAC, Lemgruber, Floris and De Luca maintained managerial control over them. (Comply 28). Section 2.3 of the 1998 Stock Purchase Agreement called for each of them to execute a Management Agreement with BAC and the BL Banks, and Lemgruber and De Luca did so on January 23, 1998, while Floris did so on May 13, 1998. (Goldstein Deck, Exs. B-D (Management Agreements for Floris, De Luca and Lemgruber)). 2. The 2000 and 2001 Stock Acquisitions In March 2000, BAC first exercised its Call Option under the 1998 Stock Purchase Agreement to purchase an additional 19% of the BL Banks stock in exchange for approximately $52.6 million. (CompJ 31). Once again, the shares were actually acquired by Brazil and Bahamas Holdings, and BAC was the only Plaintiff who was party to the 2000 Stock Purchase Agreement. (Weinberg-Brodt Deck, Ex. E (Letter Amendment to the 1998 Stock Purchase Agreement, dated January 18, 2000)). Thereafter, in April 2001, BAC again exercised its Call Option under the 1998 Stock Purchase Agreement to acquire the remaining 30% of the BL Banks’ stock for approximately $86.4 million. (Comply 32). There were two 2001 Stock Acquisition Agreements, one for the purchase of the remaining 30% of BL Brazil stock and the other for the purchase of the remaining 30% of BL Bahamas stock. (See Weinberg-Brodt Deck, Exs. F and G). None of Plaintiffs were signatories to either of these agreements. Instead, Brasil Holdings, which acquired the remaining BL Brazil shares, was party to the BL Brazil Share Purchase Agreement, while Bahamas Holdings, which acquired the remaining BL Bahamas shares, was party to the BL Bahamas Share Purchase Agreement. (Id.; Danzinger Deck ¶¶ 7-8). However, both of the 2001 Share Purchase Agreements specifically state that they were made pursuant to BAC’s Call Option in the 1998 Stock Purchase Agreement. (Weinberg-Drodt Deck, Exs. F and G). In addition, as part of these 2001 Agreements, the Sellers allegedly re-certified the warranties contained in the 1998 Stock Purchase Agreement regarding the BL Banks’ financial condition. (Comph ¶ 32; Weinberg-Brodt Deck, Ex. H). While neither BNA, BIFC nor BAOC directly purchased any of the BL Banks’ stock during the three-phase stock purchase, Plaintiffs allege they did contribute funding for the 2001 Stock Purchase Agreement as follows: BIFC and BAOC borrowed $86.4 million from BNA under a revolving line of credit, $27.8 million borrowed by BIFC and $58.6 million borrowed by BAOC. (Danziger Deck ¶ 11). BIFC and BAOC then made an equity contribution totaling $46.3 million to Brazil Holdings, which was used to acquire the remaining 30% of BL Brazil stock. (Id.) BAOC also made an equity contribution of $40.1 million to Bahamas Holdings, which the latter used to acquire the remaining 30% of BL Bahamas stock. (Id. ¶ 12). In addition, Plaintiffs allege that “the posses-sory interests” acquired through the three-phase stock acquisition are currently held by BAOC and BIFC. (CompM 33). C. Defendants’ Alleged Fraud 1. Overdrafts and Cover-Ups Beginning shortly after the completion of the 1998 Stock Purchase and continuing through the 2001 Stock Acquisition, Defendant Lemgruber allegedly embezzled the assets of the BL Banks by initiating approximately $24 million worth of illegal overdrafts from his personal account and the accounts of companies allegedly under his control. (Comply 36). The bulk of those monies, almost $ 20 million, allegedly went directly to Lemgruber himself and to Defendants Santa Escolástica, Timber Springs Corporation, Agropastoril Aventu-ra Ltda., Deleware Asset Management Adm. Financiera e Consultoria, Rio Aven-tura Stables Inc., SP Funds, Interbrett Investec Group, Goldbeach, Tiger International Overseas Corporation, American Versailles Fund and Powerstone. (Id. ¶ 37). In addition, Lemgruber allegedly attempted to conceal these overdrafts from Plaintiffs by forging documents and executing a series of fraudulent transactions to create fictitious assets that appeared to offset the overdrafts in the BL Banks’ financial statements. (Comply 42). For example, Plaintiffs allege that on or about March 9, 2001, Lemgruber, through his control and by conspiring with Defendants Powerstone and Goldbeach, conducted a series of fraudulent transactions creating $24 million in fictitious certificates of deposits (“CDs”). (Id. ¶ 43). In addition, to bolster BL Bahamas’ assets, Lemgruber allegedly created other false documents for other fraudulent transactions, including the issuance of bogus loans from BL Bahamas, which were then booked as BL Bahamas assets. (Id. ¶ 46). Finally, on or about June 25, 2001 Lemgruber allegedly attempted to cover-up the fictitious CDs by creating documents that purported to swap the fictitious CD’s and BL Bahamas’ interest in the bogus loans it had purportedly issued for $28.7 million in other fictitious CD’s and Brazilian government bonds. (Id. ¶ 47). Through this overdraft and cover-up scheme, the Lemgruber Defendants were allegedly able to embezzle approximately $38 million in BL Bank assets and to inflate by many millions of dollars the purchase price paid by Plaintiffs in the 2001 Stock Acquisition by including phony assets on BL Bahamas’ books. (ComplJ 49). 2. Failure to Disclose Administrative and Criminal Investigations Against BL Banks In addition to the overdraft and coverup scheme, Lemgruber and former Defendants Floris and De Luca allegedly failed to disclose to Plaintiffs prior to either the 2000 or 2001 Stock Acquisitions that, beginning in 1999 and continuing to the present, Brazilian authorities instituted a series of administrative proceedings and criminal investigations against them and other BL Banks’ officers alleging fraudulent misrepresentations, illegal speculation and other violations of Brazilian law. (Compl. ¶¶ 50-53; 57-59). In April 2001, Lemgruber, Floris and De Luca allegedly expressly certified that the representations and warranties contained in § 3 of the 1998 Stock Purchase Agreement, which declared, among other things, that (1) the BL Banks were in full compliance with all applicable legal requirements, (2) no legal proceedings had been threatened against the BL Banks, (3) the BL Banks had no undisclosed liabilities or obligations except those reflected in the balance sheets, and (4) the Sellers did not know of any facts that materially adversely affected the business of the BL Banks, were still true. {Id. ¶¶ 57-61) (Weinberg-Brodt Deck, Ex. H). Similarly, at the time of the 2000 Stock Acquisition, Lemgruber, Floris and De Luca allegedly failed to disclose that the 1998 certifications were no longer true. {Id. ¶ 62). The administrative proceedings and criminal investigations, along with the alleged overdrafts, sham covering transactions and bogus loans created liabilities and obligations of the BL Banks that were not fairly presented in the BL Banks’ balance sheets. (ComplJ 62). However, Plaintiffs, relying on Lemgruber, Floris and De Luca’s allegedly false re-certifications of the 1998 warranties, went through with the 2000 and 2001 Stock Acquisitions and ended up paying more than $139 million for assets allegedly worth substantially less. {Id. ¶¶ 65-66). In addition, Plaintiffs are now responsible for the costs of defending the BL Banks in the on-going administrative and criminal proceedings. {Id. ¶ 54). D. The Present Action On February 11, 2002, Plaintiffs commenced the present action, asserting: (1) a fraudulent inducement claim against the Lemgruber Defendants for making the above-mentioned misrepresentations and omissions which allegedly induced Plaintiffs to consummate the 2000 and 2001 Stock Acquisitions at prices which far exceeded the actual value of the BL Banks’ stock; (2) a conversion claim against Lem-gruber for his alleged embezzlement of $38 million in BL Bank assets to which Plaintiffs’ have a legal right and immediate superior right of possession; (3) a breach of the fiduciary duty claim against Lem-gruber for embezzling the BL Bank funds while manager of the BL Banks and against the other Lemgruber Defendants for conspiring with him to commit such embezzlement; and (4) a breach of contract claim against Lemgruber for breaching the warranties in § 3 of the 1998 Stock Purchase Agreement by providing untrue re-certifications of the warranties and representations at the time of the 2001 Stock Purchase. (CompLIHi 75-110). II. DISCUSSION The Lemgruber Defendants move to dismiss this action on several grounds. First, they urge dismissal pursuant to F.R.C.P. 12(b)(1) on grounds that the Court cannot properly exercise either Edge Act or diversity subject matter jurisdiction over this case. Second, they contend that all Plaintiffs lack standing to sue for either conversion or breach of fiduciary duty and that BNA, BIFC and BAOC also lack standing to sue for fraudulent inducement and breach of contract. Third, Defendants argue that the fraudulent inducement, breach of fiduciary duty and breach of contract claims should be dismissed pursuant to Rules 12(b)(6) and 9(b) because Plaintiffs have not adequately pled justifiable reliance. Fourth, Defendants urge dismissal under Rules 12(b)(7) and 19(b) for Plaintiffs’ failure to join indispensable parties, namely Brasil Holdings, Bahamas Holdings and the BL Banks. Finally, Defendants move for dismissal on grounds of forum non conveniens. A. Subject Matter Jurisdiction 1. Rule 12(b)(1) Dismissal While a Court considering a challenge to subject matter jurisdiction under Rule 12(b)(1) must “accept as true all material factual allegations in the complaint,” Shipping Financial Serv. Corp. v. Drakos, 140 F.3d 129, 131 (2d Cir.1998), “the burden of proving jurisdiction is on the party asserting it ... to make a prima facie showing of jurisdiction.” Robinson v. Overseas Military Sales Corp., 21 F.3d 502, 507 (2d Cir.1994). (citing CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 364 (2d Cir.1986)). Moreover, “that showing is not made by drawing from the pleadings inferences favorable to the party asserting it.” Shipping Financial, 140 F.3d at 131; see also Robinson, 21 F.3d at 507 (“In determining whether a plaintiff has met this burden, we will not draw argumentative inferences in the plaintiffs favor.”); London v. Polishook, 189 F.3d 196, 199 (2d Cir.1999) (“[I]t is the affirmative burden of the party invoking [federal subject matter] jurisdiction ... to proffer the necessary factual predicate—not just an allegation in a complaint—• to support jurisdiction.”) (citations omitted). Therefore, when resolving issues surrounding its subject matter jurisdiction, a district court is not confined to the Complaint and may refer to evidence outside the pleadings, such as affidavits. Makarova v. United States, 201 F.3d 110, 113 (2d Cir.2000) (citing Kamen v. American Telephone & Telegraph Co., 791 F.2d 1006, 1011 (2d Cir.1986)). Plaintiffs have asserted two bases for this Court’s exercise of subject matter jurisdiction over the present case: (1) federal question jurisdiction under the Edge Act, 12 U.S.C. § 632, and (2) diversity jurisdiction under 28 U.S.C. § 1332. (Comply 14). Accordingly, the Court shall address each of these jurisdictional bases separately. 2. Edge Act Jurisdiction The Edge Act, 12 U.S.C. §§ 601 et seq., provides federal district courts with an independent basis for exercising subject matter jurisdiction over certain purely state or common law actions involving international banking by designating such actions as “federal question” actions. The Act provides, in relevant part: Notwithstanding any other provision of law, all suits of a civil nature at common law or in equity to which any corporation organized under the laws of the United States shall be a party, arising out of transactions involving international or foreign banking ... or out of other international or foreign financial operations ... shall be deemed to arise under the laws of the United States. 12 U.S.C. § 632 (emphasis added). For a district court to exercise Edge Act jurisdiction over a civil action, that action must meet two requirements: (1) a corporation organized under the laws of the United States is a party; and (2) the action arises out of transactions involving international or foreign banking or other financial operations. See Papadopoulos v. Chase Manhattan Bank, N.A., 791 F.Supp. 72, 74 (S.D.N.Y.1990). Defendants contend that the present action does not satisfy either of these requirements. Thus, the Court shall address both. a. Corporation Organized Under the Laws of the United States as a Party to Action For this Court to have Edge Act jurisdiction over the present action, at least one of the parties must be a corporation organized under the laws of the United States. Defendants do not dispute that three of the four named Plaintiffs, BNA, BAOC, and BIFC are corporations organized under the laws of the United States (see Compl. ¶¶ 9 — 11), and, as discussed in Part II.B.5 infra, these three Plaintiffs have standing to assert a breach of contract claim against Defendants. Nevertheless, Defendants argue that the first prong of Edge Act jurisdiction is not met because the Edge Act Plaintiffs are not the “true parties in interest” with respect to the breach of contract claim since the indemnity and warranty provisions in the 1998 Stock Purchase Agreement which give them the right to sue for breach of contract “constitute a collusive joinder in an attempt to invoke federal jurisdiction,” which, under 28 U.S.C. § 1359, is insufficient to establish subject matter jurisdiction. (Def. Mem. at 9). Even assuming, arguendo, that a party’s standing to sue does not automatically make him a “true party in interest,” the Court finds Defendants “collusive join-der” argument unconvincing. While an assignment of claims by a parent corporation to its subsidiaries in an attempt to manufacture subject matter jurisdiction is presumptively improper under 28 U.S.C. § 1359, the record before the Court clearly shows that the indemnity and warranty provisions of the 1998 Stock Purchase Agreement are not such assignments. These provisions were drafted and executed over four years before this lawsuit was filed and before the events giving rise to the lawsuit even occurred, and Defendant Lemgruber himself agreed to them by signing the 1998 Stock Purchase Agreement. Moreover, such provisions are commonly used in stock purchase agreements. See American Bar Association, “Model Stock Purchase Agreement” § 10.2 (1995) (providing indemnification to buyer and its “affiliates”). In contrast, all of the “collusive joinder” cases cited by Defendants involved after-the-fact assignments of claims by corporate parents to subsidiaries who otherwise would have had no legal claims. See Kramer v. Caribbean Mills, Inc., 394 U.S. 823, 89 S.Ct. 1487, 23 L.Ed.2d 9 (1969) (assignment of claims under contract five years after execution of contract and on eve of lawsuit’s commencement); Prudential Oil Corp., 546 F.2d at 472-73 (assignment to subsidiary created solely for prosecution of parent’s claim which arose prior to assignment); Airlines Reporting Corp. v. S and N Travel, Inc., 58 F.3d 857 (2d Cir.1995) (assignment made after commencement of lawsuit). Accordingly, the first requirement for Edge Act jurisdiction is satisfied. b. Arising out of Transactions Involving International or Foreign Banking or Other Financial Operations “A suit satisfies the jurisdictional prerequisites of Section 632 if any part of it arises out of transactions involving international or foreign banking.” In re Lloyd’s American Trust Fund Litig., 928 F.Supp. 333, 338 (S.D.N.Y.1996) (citing Corporacion Venezolana de Fomento (CVF) v. Vintero Sales Corp., 629 F.2d 786 (2d Cir.1980), cert denied, 449 U.S. 1080, 101 S.Ct. 863, 66 L.Ed.2d 804 (1981)) (emphasis added). Indeed, federal courts in this Circuit have consistently interpreted the Edge Act’s jurisdictional provision broadly, “routinely applying] Section 632, even in cases based on state law causes of action and containing only an incidental connection to banking law,” and “even though the international or foreign banking activity was not central to the case.” In re Lloyd’s American, 928 F.Supp. at 340 (collecting cases); see also CVF, 629 F.2d at 792 (Edge Act jurisdiction properly exercised over declaratory judgment action to nullify guarantee of promissory notes because already-dismissed defendant’s holding the money raised through issuance of notes as letters of credit constituted foreign banking activity); General Star Indemnity Co. v. Platinum Indemni ty Ltd., No. 00 Civ. 4960, 2001 WL 40763, at *2 (S.D.N.Y. Jan.17, 2001) (Edge Act jurisdiction properly exercised over declaratory judgment action involving reinsurance contract where defendant’s rights under contract were assigned to co-defendant pursuant to an international banking transaction). Defendants do not dispute that Plaintiffs’ breach of contract claim arose out of an international transaction, but instead contend that the claim’s connection to banking or other financial operations is too remote to satisfy even the broad jurisdictional grant of § 632. Specifically, Defendants argue that in every one of the above-mentioned cases broadly interpreting § 632, the “very essence of at least one of the causes of action ... involved a classic example of a foreign or international banking transaction or financial operation,” while Plaintiffs’ breach of contract claim allegations “merely concern contractual purchases of stock and alleged fraud and breaches of warranties in connection therewith.” (Def. Mem. at 10-12). However, in distinguishing the present case from these other Edge Act cases, Defendants mischaracterize the nature of Plaintiffs’ breach of contract claim. Plaintiffs are suing for breach of a stock purchase contract, an alleged breach which itself rendered the warranties concerning the BL Banks’ financial condition and legal troubles untrue, concealed the falsity of the re-certified warranties from the Plaintiffs, and which was accomplished in part through overdrafts and inter-bank wire transfers of BL Bank funds into the United States, fraudulent loans, and purchases of bogus certificates of deposit (see Compl. ¶¶ 35-49), all of which are clearly foreign or international banking transactions. See Nacional Financiera S.N.C. v. Chase Manhattan Bank, N.A., No. 00 Civ. 1571, 2001 WL 327159, at *3 (S.D.N.Y. Apr. 4, 2001) (noting that loans and payment and processing of drafts are typical banking activities); Pinto v. Bank One Corp., No. 02 Civ. 8477, 2003 WL 21297300, at *3 (S.D.N.Y. June 4, 2003) (classifying the making of loans as a traditional banking activity); Warter v. Boston Securities, S.A., No. 03-81026-CIV, 2004 WL 691787, at *7-8 (S.D.Fla. Mar.22, 2004) (holding that Edge Act jurisdiction existed “because the facts underlying Plaintiffs [tort] claims, wire transfers, managing deposits, and providing investment advice, constitute banking activities”). The facts underlying Plaintiffs’ breach of contract claim are therefore analogous to In re Lloyd’s American, 928 F.Supp. 333 (S.D.N.Y.1996), in which Judge Sweet held that Edge Act jurisdiction existed over state law breach of contract and fiduciary duty claims against trustee of an insurance underwriter premium trust because the trustee allegedly committed the breaches while administering the trust, which necessarily involved international banking transactions. Id. at 341. Accordingly, because Plaintiffs’ breach of contract claim satisfies both jurisdictional prerequisites of 12 U.S.C. § 632, this Court can properly exercise subject matter jurisdiction over that claim pursuant to the Edge Act. c. Supplemental Jurisdiction While the Court only has original federal question jurisdiction over Plaintiffs’ breach of contract cause of action, the Court can also exercise subject matter jurisdiction over BAC’s fraudulent inducement claim if the prerequisites for supplemental jurisdiction are met. Under 28 U.S.C. § 1367(a), “in any civil action of which the district courts have original jurisdiction, the district courts shall have supplemental jurisdiction over all other claims that are so related to claims in the action within such original jurisdiction that they form part of the same case or controversy under Article III of the United States Constitution.” This statute simply codifies the concept of pendant claim jurisdiction as set forth by the United States Supreme Court in United Mine Workers v. Gibbs, 383 U.S. 715, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966). See Promisel v. First American Artificial Flowers, 943 F.2d 251, 254 (2d Cir.1991) (noting that § 1367(a) codified the availability of pendant jurisdiction), cert. denied, 502 U.S. 1060, 112 S.Ct. 939, 117 L.Ed.2d 110 (1992). In Gibbs, the Court reasoned that “if considered without regard to their federal or state character a plaintiffs claims are such that he would ordinarily be expected to try them all in one judicial proceeding, then, assuming substantiality of the federal issues, there is power in federal courts to hear the whole.” 383 U.S. at 725, 86 S.Ct. at 1138. The requisite link between the state and federal claims is “a common nucleus of operative fact.” Id. In addition to giving federal district courts the power to exercise supplemental subject matter jurisdiction over certain state law claims, § 1367 provides these courts the discretion to refuse in some circumstances to exercise such jurisdiction where it would otherwise be proper to do so. Specifically, § 1367(c) provides that: The district courts may decline to exercise supplemental jurisdiction over a claim in subsection (a) if- (1) the claim raises a novel or complex issue of state law, (2) the claim substantially predominates over the claim or claims which it has original jurisdiction, (3) the district court has dismissed all claims over which it has original jurisdiction, or (4) in exceptional circumstances, there are other compelling reasons for declining jurisdiction. 28 U.S.C. § 1367(c). This Court clearly has the power to exercise supplemental jurisdiction over BAC’s fraudulent inducement claim. As demonstrated by the Court’s refusal to dismiss Plaintiffs’ breach of contract claim pursuant to Rules 9(b) and 12(b)(6), see Parts II.B.5 and C.1 infra, the Court considers this federal claim to be substantial. Moreover, the fraudulent inducement and breach of contract claims clearly share “a common nucleus of operative fact,” namely Defendants’ alleged embezzlement of BL Bank funds and subsequent failure to disclose this and other negative information regarding the BL Banks to Plaintiffs at the time of the 2000 and 2001 Stock Purchases. Finally, the Court may still exercise jurisdiction over the causes of action to which the Edge Act Plaintiffs, upon whom original federal question jurisdiction is based, are no longer parties. See CVF, 629 F.2d at 791-93 (finding jurisdiction over entire action where Edge Act jurisdiction lay with regard to a single claim against a single defendant who was subsequently dismissed from the case.) At the same time, the Court sees no reason to refuse to exercise supplemental jurisdiction over BAC’s fraudulent inducement claim. After all, neither of Plaintiffs’ remaining claims, both familiar common law causes of action, raise novel or complex issues of state law. Moreover, the fraudulent inducement claim cannot be said to predominate over the breach of contract claim since it does not appear to raise any significant factual or legal issues not also raised by the breach of contract claim. Finally, the Court sees no other compelling reasons for declining supplemental jurisdiction. In fact, a compelling reason to exercise supplemental jurisdiction is the prevention of inconsistent results that could occur if the fraudulent inducement claim is litigated in another forum which then resolves the factual and legal issues common to these claims differently than does this Court. Accordingly, this Court shall exercise supplemental subject matter jurisdiction over BAC’s fraudulent inducement claim. 3. Diversity Jurisdiction Because the Court finds that it may properly exercise subject matter jurisdiction over Plaintiffs’ remaining two claims pursuant to the Edge Act and 28 U.S.C. § 1367, it is not necessary for the Court to determine if it also has diversity jurisdiction over the present action. B. Standing 1. Dismissal for Lack of Standing It is unclear whether dismissal for lack of standing is properly raised in a Rule 12(b)(1) or Rule 12(b)(6) motion. See Rent Stabilization Ass’n of New York v. Dinkins, 5 F.3d 591, 594 (2d Cir.1993) (noting that district courts in this circuit have dismissed for lack of standing under both Rule 12(b)(1) and Rule 12(b)(6)); Thompson v. County of Franklin, 15 F.3d 245, 247 (2d Cir.1994) (same). Regardless, a district court must “accept all material allegations of the complaint, and must construe the complaint in favor of the moving party.” Thompson, 15 F.3d at 249 (quoting Warth v. Seldin, 422 U.S. 490, 501, 95 S.Ct. 2197, 2206, 45 L.Ed.2d 343 (1975)). However, as the Supreme Court has noted, the standing “inquiry involves both constitutional limitations on federal court jurisdiction and prudential limitations on its exercise,” Warth, 422 U.S. at 498, 95 S.Ct. at 2209, and is essentially “a jurisdictional prerequisite to a federal court’s deliberations.” Hodel v. Irving, 481 U.S. 704, 711, 107 S.Ct. 2076, 2080, 95 L.Ed.2d 668 (1987). Thus, standing, “like other jurisdictional inquiries, ‘cannot be inferred argumentatively from averments in the pleadings, ... but rather must appear affirmatively in the record so that, on a motion to dismiss, “ ‘it is the burden of the party [asserting standing to sue] ... clearly to allege facts demonstrating that he is a proper party to invoke judicial resolution of the dispute.’ ” Thompson, 15 F.3d at 249 (quoting FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 231, 110 S.Ct. 596, 608, 107 L.Ed.2d 603 (1990)). Moreover, when analyzing a standing question under either Rule 12(b)(1) or 12(b)(6), “ ‘it is within the district court’s power to allow ... the plaintiff to supply, by amendment to the complaint or affidavits, further particularized allegations of fact deemed supportive of plaintiffs standing.’ ” Thompson, 15 F.3d at 249 (quoting Warth, 422 U.S. at 518, 95 S.Ct. at 2215); see also First Capital Asset Mgmt. v. Brickellbush, Inc., 218 F.Supp.2d 369, 377-78 (S.D.N.Y.2002) (“the district court is authorized to consider matters outside the pleadings and to make findings of fact when necessary.”) (citing Thompson), aff'd, 385 F.3d 159 (2d Cir.2004). Defendants contend that the Edge Act Plaintiffs lack standing to assert claims for fraudulent inducement and breach of contract, and that all Plaintiffs lack standing to bring an action for conversion and breach of fiduciary duty. The Court will address the standing issues with respect to each claim separately. 2. Edge Act Plaintiffs’ Standing to Sue for Fraudulent Inducement Under New York law, a party has standing to bring a claim of fraudulent inducement when it can show “a representation of fact, which is untrue and either known by defendant to be untrue or recklessly made, which is offered to deceive and to induce the other party to act upon it, and which causes injury.” Suez Equity Investors, L.P. v. Toronto-Dominion Bank, 250 F.3d 87, 104 (2d Cir.2001) (citing Jo Ann Homes at Bellmore, Inc. v. Dworetz, 25 N.Y.2d 112, 119, 302 N.Y.S.2d 799, 803-04, 250 N.E.2d 214 (1969)). In addition, a fraudulent inducement claim also requires “a showing of proximate causation, such that the injury ‘is the natural and probable consequence of the defrauder’s misrepresentation or ... the defrauder ought reasonably to have foreseen that the injury was a probable consequence of his fraud.’ ” Id. at 104 (quoting Cumberland Oil Corp. v. Thropp, 791 F.2d 1037, 1044 (2d Cir.1986)). The United States Supreme Court, meanwhile, has held that where the causal link between the defendant’s actions and the party claiming injury is too remote, the courts will usually find that standing is not present. See Holmes v. Securities Investor Protection Corp., 503 U.S. 258, 112 S.Ct. 1311, 117 L.Ed.2d 532 (1992) (holding indirectly-injured customers of directly-injured bankrupt securities brokers lacked standing to sue for stock manipulation under RICO). In the present case, while Defendants do not dispute BAC’s standing to assert fraudulent inducement, they argue that the Edge Act Plaintiffs lack standing because their involvement in the 2000 and 2001 stock acquisitions was too remote. Specifically, Defendants note that the Edge Act Plaintiffs were not parties to either the 2000 or 2001 Stock Purchase Agreements and that non-parties Brazil and Bahamas Holdings, not the Edge Act Plaintiffs, actually purchased the BL Bank stock. (Memorandum of Law in Support of the Lemgruber Defendants’ Motion to Dismiss [“Def. Mem.”] at 19; Memorandum of Law in Support of Floris’ Defendants Motion to Dismiss [“Floris Def. Mem.”] at 14,19). Plaintiffs, on the other hand, argue that even though the Edge Act Plaintiffs were not signatories to the Stock Purchase Agreements and were not the entities that actually acquired the BL Bank stock, they were induced by Defendants’ alleged misrepresentations to approve BAC’s exercise of its Call Option in 2000 and 2001 and to fund the 2000 and 2001 stock purchases through the $86.4 million in equity contributions they made to enable BL Brazil and Bahamas to purchase the BL Bank stock. (PI. Mem. at 10; Danziger Decl. ¶¶ 11-12). In support of their argument, Plaintiffs cite to case law which they claim holds that, under New York law, indirect addressees of fraudulent representations who foreseeably rely on such representations have standing to sue for fraud, and they contend that Defendants “must have known that BAC would use affiliated corporations such as [the Edge Act Plaintiffs] to approve and fund the 2000 and 2001 stock purchases just as it did in the first installment purchase in 1998.” (PI. Mem. at 10). The Court agrees with Defendants. As an initial matter, Defendants are correct that the record before the Court on the present motion clearly establishes that the Edge Act Plaintiffs neither exercised the Call Option themselves nor actually purchased any BL Bank stock in 2000 or 2001. Although the Complaint generally alleges that BAC and the Edge Act Plaintiffs collectively exercised the Call Option in 2000 and 2001 and purchased the remaining 49% of the BL Banks’ stock (Compl.¶¶ 31-32, 66), Plaintiffs’ own opposition papers and the various stock purchase and shareholder agreements referenced in the Complaint clearly contradict such allegations. See Danziger Decl. ¶¶ 7-8; Weinberg-Brodt Decl., Exs. E (2000 Stock Purchase Agreement stating that BAC alone was exercising the Call Option), F and G (2001 BL Brazil and BL Bahamas Share Purchase Agreements identifying Brazil and Bahamas Holdings as the purchasers of the shares); see also Matusovsky v. Merrill Lynch, 186 F.Supp.2d 397, 400 (S.D.N.Y.2002) (“allegations ... contradicted by ... a document [referenced in the complaint] are insufficient to defeat a motion to dismiss”); Rapoport v. Asia Elecs. Holding Co., Inc., 88 F.Supp.2d 179, 184 (S.D.N.Y.2000) (granting motion to dismiss where “documents [referenced but not attached to complaint] contradict Plaintiffs’ allegations.”). In addition, just because the Edge Act Plaintiffs are corporate affiliates of BAC, Brazil Holdings and Bahamas Holdings, the acts of these latter entities during the 2000 and 2001 stock acquisitions are not imputed to the Edge Act Plaintiffs for the purposes of standing. See Carte Blanche v. Diners Club Int’l, Inc., 2 F.3d 24, 25 (2d Cir.1993) (holding that, under New York law, “a parent corporation and its subsidiary are regarded as legally distinct entities and a contract under the corporate name of one is not treated as that for both”); Alexander & Alexander of New York, Inc. v. Fritzen, 114 A.D.2d 814, 815, 495 N.Y.S.2d 386 (1st Dep’t.1985), (“One corporation will generally not have legal standing to exercise the rights of other associated corporations.”), aff'd, 68 N.Y.2d 968, 510 N.Y.S.2d 546, 503 N.E.2d 102 (1986). Moreover, the Court is not persuaded by Plaintiffs “indirect addressee” argument. While it is true that a party need not be signatory to a contract to assert a claim sounding in fraudulent inducement arising out of that contract, see Wechsler v. Hoffman-La Roche, Inc., 198 Misc. 540, 541, 99 N.Y.S.2d 588, 590 (N.Y.Sup.Ct.1950) (citations omitted); Restatement (Second) of Torts § 533 (1976), courts in this Circuit have consistently found “injuries that are wholly derivative of harm suffered by a third party” to be “too remote” to establish the proximate causation necessary for a plaintiff to have standing to sue in tort. Laborers Local 17 Health and Benefit Fund v. Philip Morris, Inc., 191 F.3d 229, 236, 242 (2d Cir.1999) (holding that derivatively-injured plaintiffs lacked standing to sue for fraud under New York law), cert. denied, 528 U.S. 1080, 120 S.Ct. 799, 145 L.Ed.2d 673 (2000); see also Manson v. Stacescu, 11 F.3d 1127, 1130-31 (2d Cir.1993) (holding that plaintiff “does not have standing in his capacity as a creditor, shareholder, or employee of a corporation to assert a RICO claim for injuries that are derivative of those sustained by that corporation”), cert. denied, 513 U.S. 915, 115 S.Ct. 292, 130 L.Ed.2d 206 (1994); Paris Partners, L.P., v. Russo, No. 94 Civ. 5684, 1995 WL 746585, at *5 (S.D.N.Y. Dec.14, 1995) (holding plaintiff partnership which advanced money to its subsidiary to do business with third-party corporation that became insolvent due to defendants’ fraud had suffered only a derivative injury and thus did not have standing to sue under RICO). Because “directly-injured victims can generally be counted on to vindicate the law,” Holmes, 503 U.S. at 269, 112 S.Ct. at 1318, this “no derivative injury standing” rule “serves the interests of judicial economy by allowing courts to determine ... one damage award that will restore” both directly and indirectly-injured tort victims, Manson, 11 F.3d at 1132, and “obviates the risk of multiple recoveries” against one defendant for the same misconduct. Holmes, 503 U.S. at 269, 112 S.Ct. at 1318. In the present case, the injury that the Edge Act Plaintiffs allegedly suffered as a result of Defendants’ fraudulent inducement the loss of the $86.4 million in funding they provided to Brazil and Bahamas Holdings to complete the 2000 and 2001 stock purchases is clearly derivative of the losses Brazil and Bahamas Holdings themselves suffered in purchasing the BL Bank stock at allegedly artificially inflated prices (Am. Compl. ¶ 66; Danziger Decl. ¶ 11). The only reason the Edge Act Plaintiffs cannot realize a full return on their investment in Brazil and Bahamas Holdings is because the latter entities did not realize a full return on their investment in the BL Banks. The Edge Act Plaintiffs are essentially in the same position as the plaintiffs in Jackson Nat’l Life Insurance Co., v. Ligator, 949 F.Supp. 200 (S.D.N.Y.1996). In Jackson, plaintiffs, who acquired $33.3 million of debt and equity in another corporation in order to finance that corporation and its subsidiary’s purchase of business entities controlled by the defendants, sued defendants for fraudulent misrepresentations and omissions that artificially inflated the value of the acquired entities. Id. at 201-02. Citing the long line of cases refusing to confer standing to sue on plaintiffs who have suffered derivative injuries, Judge Preska dismissed plaintiffs’ claims for lack of standing, finding that plaintiffs’ injuries were not “separate and distinct” from the direct injuries suffered by the corporation that plaintiffs had funded. Id. at 205-06. In addition, Judge Preska reasoned that, because the directly-injured corporation had already sought legal recourse through arbitration, plaintiffs could further the twin goals of judicial economy and the avoidance of double recovery if they simply awaited the outcome of the arbitration rather than continuing with their lawsuit. Id. at 204-05. Similarly, in the present case, BAC, the Edge Act Plaintiffs’ corporate parent, can pursue the fraudulent inducement claim on their behalf, and Plaintiffs have also expressed a willingness to join Brasil and Bahamas Holdings as plaintiffs to this claim. (See PI. Mem. at 19 n. 11). The Court therefore sees no reason to treat the Edge Act Plaintiffs any differently than the plaintiffs in Jackson. Meanwhile, the two “indirect addressee” cases cited by Plaintiffs are of no help to them. While each case held that a specific indirect addressee of a fraudulent misrepresentation had standing to sue in fraud, the injuries suffered by the plaintiffs in these cases were separate and distinct from, rather than derivative of, any fraud committed against the direct addressees. See Wechsler, 198 Misc. at 541-42, 99 N.Y.S.2d 588 (plaintiffs spouse died after taking drug manufactured by defendant who had fraudulently concealed “fatal propensities” of drug from deceased spouse’s physician who had prescribed it to her); Ostano Commerzanstalt v. Telewide Systems, Inc., 794 F.2d 763, 764-65 (2d Cir.1986) (plaintiff was actual purchaser of movie distribution rights originally owned by defendants and had purchased such rights in reliance upon misrepresentations made by defendants to middleman). Wechsler and Ostano are therefore inapposite and provide no grounds for exempting the Edge Act Plaintiffs from the general rule in this Circuit against standing based on derivative injuries. Finally, the Court finds it necessary to address the rather vague allegation in Plaintiffs’ Complaint that BAC and its affiliates’ “possessory interests acquired through the 1998 Stock Acquisition, the 2000 Stock Acquisition, and the 2001 Stock Acquisition are held by [the Edge Act Plaintiffs].” (Comply 33). As discussed above, the record before the Court on the present motion clearly establishes that Brazil and Bahamas Holdings acquired and currently own 100% of the BL Banks’ stock. (Danziger Deck ¶¶ 7-8; Weinberg-Brodt Deck, Exs. C, D, and F). However, even to the extent Plaintiffs are suggesting that BAC, Brazil Holdings and Bahamas Holdings have assigned their fraudulent inducement claims against Defendants to the Edge Act Plaintiffs, this single vague allegation is insufficient to confer standing on the latter. See Electronics Communications Corp. v. Toshiba, 129 F.3d 240, 243 (2d Cir.1997) (Holding that conclusory statements in a complaint will not substitute for sufficient factual allegations when trying to overcome a motion to dismiss). Moreover, because participation of the Edge Act Plaintiffs is necessary to establish the Court’s Edge Act jurisdiction over this case, such assignment between corporate affiliates, even if it has in fact taken place, must be treated under 28 U.S.C. § 1359 as a “presumptively improper” attempt to manufacture federal subject matter jurisdiction, and the Edge Act Plaintiffs therefore “must bear a heavy burden of proof’ that the “assignment was made for legitimate commercial reasons independent of the desire to litigate in federal court ...” Prudential Oil Corp. v. Phillips Petroleum Co., 546 F.2d 469, 476 (2d Cir.1976). Since Plaintiffs have not offered any details on the assignment of the fraudulent inducement claim which would tend to show that it was made for reasons other than establishing Edge Act jurisdiction over the present dispute, the Court refuses to find that such claim has been properly assigned to the Edge Act Plaintiffs. Accordingly, the Edge Act Plaintiffs do not have standing to sue Defendants for fraudulent inducement. 3. All Plaintiffs’ Standing to Sue for Conversion Defendants also argue that none of the Plaintiffs have standing to bring a conversion claim based on Defendant Lemgru-ber’s alleged embezzlement of BL Banks’ funds. Specifically, Defendants maintain that the allegations in Plaintiffs’ Complaint establish that, as a matter of law, only the non-party BL banks themselves have legal standing to sue for the alleged conversion because there are no allegations that any of the Plaintiffs “had ‘ownership, possession or control’ of the diverted funds preceding the conversion.” (Def. Mem. at 15-17). In response, Plaintiffs, while apparently conceding that the Edge Act Plaintiffs lack standing to sue for conversion, argue that the Complaint sufficiently alleges that Plaintiff BAC has “a legal right and superior right of possession” to the converted BL Bank assets and that the BL Banks’ shareholder and management agreements clearly establish that Plaintiff BAC had control over the converted assets prior to the conversion. (PI. Mem. at 12-13). Conversion is defined as “an unauthorized assumption and exercise of the right of ownership over goods belonging to another to the exclusion of the owner’s rights.” Peters Griffin Woodward, Inc. v. WCSC, Inc., 88 A.D.2d 883, 884, 452 N.Y.S.2d 599, 600 (1st Dep’t 1982) (citing Employers’ Fire Ins. Co. v. Cotten, 245 N.Y. 102, 105, 156 N.E. 629 (1927)). “An action for conversion can be maintained only by the true owner of the property.” Leveraged Leasing Admin. Corp. v. PacifiCorp Capital, Inc., 87 F.3d 44, 50 (2d Cir.1996) (citing Aetna Casualty & Surety Co. v. Glass, 75 A.D.2d 786, 428 N.Y.S.2d 246, 247 (1st Dep’t 1980) (requiring plaintiff to demonstrate that it had “legal ownership or an immediate superior right of possession to specific identifiable personal property” in order to show a conversion)). Thus, while New York law permits an action for conversion of a specifically identifiable sum of money, see Peters Griffin Woodward, 88 A.D.2d at 883, 452 N.Y.S.2d at 600, a plaintiff asserting such claim must allege that he had “ownership, possession, or control of the money before its conversion.” ESI, Inc. v. Coastal Power Production, Co., 995 F.Supp. 419, 433 (S.D.N.Y.1998) (citing Peters Griffin Woodward); Aramony v. United Way, 949 F.Supp. 1080, 1086 (S.D.N.Y.1996) (same). Moreover, “[t]he law presumes that ownership lies with the person in possession of the property or money.” Citadel Mgmt., Inc. v. Telesis Trust, Inc., 123 F.Supp.2d 133, 150 (S.D.N.Y.2000) (citing Northern Pacific R.R. Co. v. Lewis, 162 U.S. 366, 372, 16 S.Ct. 831, 40 L.Ed. 1002 (1896)). Nowhere in their Complaint do Plaintiffs sufficiently allege that they had ownership, possession, or control of the BL Bank funds before the alleged conversion. The Complaint describes the $38 million of supposedly converted funds as assets of the BL Banks and specifically alleges that Defendants overdrew from accounts in the possession and control of BL Bahamas (Compl.¶¶, 49). Meanwhile, Plaintiffs’ conclusory allegation that they have “a legal right and an immediate superior right of possession to assets currently being held by Defendant Lembgruber” (Id. ¶ 88) is, without more, insufficient to survive a motion to dismiss. See Electronics Communications Corp., 129 F.3d at 243 (stating that conclusory statements cannot substitute for “minimally sufficient factual allegations” on a motion to dismiss). Moreover, as discussed in Part II.B.2 supra, the fact that Plaintiffs had equity interests in and/or were corporate affiliates of the BL Banks at the time of the alleged conversion (see Compl. ¶¶ 8-11; Danziger Decl. ¶¶ 1-8, Ex. A) does not give them ownership rights in the BL Bank funds or otherwise confer upon them standing to sue Defendants for conversion. See United States v. Wallach, 935 F.2d 445, 462 (2d Cir.1991) (“[S]hareholders do not hold legal title to any of the corporation’s assets. Instead, the corporation the entity itself is vested with the title.”); Alexander & Alexander of New York Inc., 114 A.D.2d 814, 815, 495 N.Y.S.2d 386, 388 (1st Dep’t 1985) (“[O]ne corporation will generally not have legal standing to exercise the rights of other associated corporations.”), aff'd, 68 N.Y.2d 968, 510 N.Y.S.2d 546, 503 N.E.2d 102 (1986); Abrams v. Donati, 66 N.Y.2d 951, 953, 498 N.Y.S.2d 782, 783, 489 N.E.2d 751 (1985) (“[A]llegations of mismanagement or diversion of assets by officers or directors to their own enrichment, without more, plead a wrong to the corporation only, for which a shareholder may sue derivatively but not individually.”). Indeed, it has long been the law of the New York and this Circuit that a corporation cannot pierce the corporate veil it created for its own protection whenever doing so would be to its benefit. See, e.g., Colin v. Altman, 39 A.D.2d 200, 202, 333 N.Y.S.2d 432, 433 (1st Dep’t 1972) (“The corporate veil is never pierced for the benefit of the corporation or its stockholders”); Carey v. Nat'l Oil Corp., 592 F.2d 673, 676 (2d Cir.1979) (“[W]e will not here ‘pierce the corporate veil’ in favor of those who created that veil.”); Bross Utils. Serv. Corp. v. Aboubshait, 618 F.Supp. 1442, 1445 (S.D.N.Y.1985) (“[C]ourts will not allow a parent to pierce the corporate veil it created for its own benefit, so as to assert the claims of its subsidiary.”) (citations omitted). Finally, Plaintiffs’ reliance on the BL Bank Shareholder and Management Agreements as proof of Plaintiff BAC’s “control” over the BL Bank Assets at the time of the alleged conversion is misplaced for several reasons. First, BAC’s contractual right under the BL Bank Management Agreements to appoint and terminate various BL Bank officers (see PI. Mem. at 12; Goldstein Decl. Exs. A, C and D) does not give BAC control over the BL Banks’ assets as well. In addition, BAC’s right under the Floris BL Bank Management Agreement to veto certain “Special Transactions” involving the BL Banks (see Goldstein Decl. Ex. A Cl. Ha, Ex. B Cl. a ) is analogous to a shareholder’s right to vote on certain “fundamental matters” of the corporation in which he owns shares; and yet, as discussed above, shareholders still cannot sue for the conversion of their corporation’s assets. Accordingly, the Court finds that all Plaintiffs lack standing to sue Defendants for conversion of the BL Banks’ assets. 4. All Plaintiffs’ Standing to Sue for Breach of Fiduciary Duty Defendants also contest all Plaintiffs’ standing to assert their breach of fiduciary claim, arguing that Lemgruber, as manager of the BL Banks, owed a fiduciary duty only to the BL Banks and that, in any event, a breach of fiduciary duty claim arising out of alleged mismanagement or diversion of BL Bank funds can only be brought by BL Banks themselves or in a derivative suit on their behalf. (Def. Mem. at 15-17). Under New York law, “[a] fiduciary relation exists between two persons when one of them is under a duty to act or to give advice for the benefit of the other upon matters within the scope of the relation.” Mandelblatt v. Devon Stores, Inc., 132 A.D.2d 162, 168, 521 N.Y.S.2d 672, 676 (1st Dep’t 1987) (quoting Restatement (Second) of Torts § 874, cmt. a). While “any inquiry into whether such obligation exists is necessarily fact-specific to the particular case,” courts “will look to whether a party reposed confidence in another and reasonably relied on another’s superior expertise or knowledge.” Wiener v. Lazard Freres & Co., 241 A.D.2d 114, 122, 672 N.Y.S.2d 8, 14 (1st Dep’t 1998) (citations omitted). Such a duty can sometimes arise out of a contractual relationship. See Mandelblatt, 521 N.Y.S.2d at 676 (“It is well-settled that the same conduct which may constitute the breach of contractual obligation may also constitute the breach of a duty arising out of the relationship created by contract but which is independent of the contract itself.” (citations omitted)); GLM Corporation v. Klein, 665 F.Supp. 283, 286 (S.D.N.Y.1987) (“If a contract establishes a relationship of trust and confidence between the parties, ... then a fiduciary duty arises from the contract which is independent of the contractual obligation.”). A corporate officer or director generally owes a fiduciary duty only to the corporation over which he exercises management authority, and any breach of fiduciary duty claims arising out of injuries to the corporation in most cases may only be brought by the corporation itself or derivatively on its behalf. See, e.g., Abrams v. Donati, 66 N.Y.2d at 953, 498 N.Y.S.2d at 783, 489 N.E.2d 751 (“[A]llegations of mismanagement or diversion of assets by officers or directors to their own enrichment, without more, plead a wrong to the corporation only, for which a shareholder may derivatively sue but not individually.”); Glenn v. Hoteltron Sys., Inc., 74 N.Y.2d 386, 392, 547 N.Y.S.2d 816, 818-19, 547 N.E.2d 71 (1989) (holding that shareholder could not individually bring breach of fiduciary duty cause of action arising out of diversion of corporation’s assets by a corporate fiduciary); Koal Indus. v. Asland, S.A., 808 F.Supp. 1143, 1163 (S.D.N.Y.1992) (“Because fiduciary duties generally are said to be owed to a corporation and not to a particular stockholder, the enforcement of such duties must be in the name of the corporation.”) (citations omitted). However, if a corporate fiduciary owes a separate duty to a corporation’s parent, shareholder or other equity interest holder independent of the duty owed to the corporation itself, that latter person may sue for injuries to the corporation caused by the breach of this separate fiduciary duty. See Abrams, 66 N.Y.2d at 953, 498 N.Y.S.2d at 783, 489 N.E.2d 751 (“Exceptions to that rule have been recognized when the wrongdoer has breached a duty owed to the shareholder independent of any d