Full opinion text
OPINION AND ORDER LEISURE, District Judge. This action arises out of the purported sale by defendant Cargill Financial Services Corporation, a Delaware corporation, of an equity stake in Teesside Power Ltd., one of the largest power plants in the United Kingdom, to plaintiff hedge funds Strategic Value Master Fund, Ltd. and Man Mac 3 Limited, Cayman Islands and Bermudan corporations, respectively. Plaintiffs allege that the parties entered into an oral contract, under which defendant promised to sell a 50% equity stake' in Teesside Power Ltd. to plaintiffs for £19MM. They further allege that the parties subsequently modified the contract orally, when defendant agreed to instead sell to plaintiffs a lesser equity stake of 35% for £13.3MM. Plaintiffs claim that defendant breached this contract when it refused to transfer the equity to plaintiffs. Defendant now moves for dismissal of plaintiffs’ complaint on forum non conve-niens grounds, arguing that this dispute is wholly centered in England and, consequently, an English court provides the most appropriate forum. For the reasons set forth below, defendant’s motion is granted and the case is dismissed, subject to certain conditions imposed on defendant. BACKGROUND I. Factual Background A. The Parties Plaintiffs Strategic Value Master Fund, Ltd. and Man Mac 3 Limited are hedge funds incorporated in the Cayman Islands and Bermuda, respectively. (Compl. ¶¶ 3-4; Pl.’s Mem. Law Opp’n Mot. at 3.) Strategic Value Partners, LLC (“SVP”), a Delaware limited liability company and nonparty to this action, is plaintiffs’ investment advisor and manager. (Clarke Decl. ¶ 3; Khosla Decl. ¶¶ 1, 4.) SVP is registered to do business in New York; it maintained a principal place of business in New York at the time of the events giving rise to this action. (Khosla Decl. ¶¶ 4-5.) SVP and plaintiffs are parties to a contract, under which SVP maintains full discretionary authority over plaintiffs’ investment activities, which authority includes negotiating and closing trades, entering into and enforcing contracts, deciding how the investment funds should be allocated, and pursuing investment-related litigation, all on plaintiffs’ behalf. (Khosla Decl. ¶ 6.) SVP has a “sub-advisory relationship” with Strategic Value Partners (U.K.), LLP (“SVP-U.K.”), an indirect subsidiary of SVP. (Khosla Decl. ¶ 10.) SVP-U.K.’s primary function is to research and analyze potential investment opportunities in Europe for SVP’s hedge funds. (Khosla Decl. ¶ 10.) Due to SVP’s exclusive relationship with plaintiffs, SVP-U.K. is prohibited from making any investments on behalf of plaintiffs without SVP’s express instruction. (Khosla Decl. ¶10.) Defendant Cargill Financial Services Corp. (“CFSC”), a Delaware corporation with a principal place of business in Minnesota, is a full service financial services company with expertise in the investment in and trading of distressed assets. (Brice Decl. Ex. A.) Cargill Financial Markets Pic (“CFM”), an affiliate of CFSC, is an English company with its principal place of business in Cobham, Surrey, England. (Brice Deck ¶2.) CFM, like CFSC, operates in the high yield and distressed asset investment market, albeit in Europe. (Brice Deck ¶4.) CFSC and CFM are parties to a “Service Level Agreement,” dated February 1, 2003, under which CFSC is given the right to broker trades in distressed assets, and provide accounting and administrative services related to such trades, on CFM’s behalf. (Brice Deck Ex. A.) B. The Power Plant 1. Equity Teesside Power Ltd. (“TPL”), one of the United Kingdom’s largest power plants, was, at the time of the events giving rise to this action, privately held by five shareholders, all of whom are English: Teesside Power Holdings Ltd. (“TPHL”); Midlands Power (TPL) Ltd. (“Midlands”); Northern Electric Generation (TPL) (“Northern”); South Wales TPL Investments Ltd. (“South Wales”); and Western Power Investments Ltd. (“Western”). (Brice Deck ¶ 11; Davies Decl. ¶ 14.) TPHL, by reason of its 50% equity interest in TPL, is TPL’s largest shareholder. (Davies Decl. ¶ 14.) The relationship of TPL vis-a-vis its shareholders, and the relationship among the shareholders themselves, are governed by TPL’s Articles of Association (“Articles”). (Davies Decl. ¶ 12.) Among other terms, the Articles include certain preemption provisions that restrict generally a shareholder’s ability to sell its equity to a third party. (Davies Decl. ¶ 16.) A TPL shareholder can enforce the Articles’ terms against another TPL shareholder, or any prospective TPL shareholder that does not comply with the Articles’ requirements. (Davies Decl. ¶ 18.) The shareholders are also governed by an equity agreement that has been supplemented a number of times (“Equity Agreement”). (Davies Decl. ¶ 19.) The parties to the Equity Agreement are the shareholders, TPL itself, and the agent bank, which represents TPL’s bank lenders. (Davies Decl. ¶ 19.) Generally speaking, the Equity Agreement, like the Articles, imposes restrictions on a shareholder’s ability to transfer its TPL equity. (Davies Decl. ¶ 20.) Finally, the shareholders are parties to a shareholders agreement that imposes additional restrictions on the transferability of TPL equity (“Shareholders Agreement”). (Davies Decl. ¶ 26.) 2. Debt TPL issued £795MM of debt to various bank lenders in order to finance the construction of the power plant. Today, the debt has a face value of approximately £500MM. (Brice Decl. ¶ 13.) After a downturn in the United Kingdom’s wholesale power generation market, and the collapse of Enron in 2001, a number of TPL’s debt holders sold their debt at discounted prices to, largely, hedge funds, including SVP-managed funds, and the proprietary trading desks of London-based investment banks. (Brice Decl. ¶ 14.) Because the debt holders’ rights are governed by a contract entitled the “Amended and Restated Credit Agreement,” the debt is commonly referred to as the “ARCA debt.” (Clarke Decl. ¶ 9.) The ARCA debt is syndicated to various entities by Bar-clays Bank Pic. (Brice Decl. ¶ 13.) C. CFM’s Interest in TPL CFM has an indirect interest in certain TPL equity. CFM’s interest in TPL stems from its purchase of certain notes issued by Teesside Power Finance Ltd. (“TPFL”), a Cayman Islands company, in July 1999 (the “Notes”). (Davies Decl. ¶ 31.) The Notes’ present approximate face value is £80MM. (Brice Decl. ¶ 8.) The Notes are securitized by guarantees from two English companies, Enron Europe Power 1 Ltd. (“EEP1”) and Enron Europe Power 3 Ltd. (“EEP3”). EEPl’s guarantee is supported by a first ranking charge over its 85% interest in TPHL; EEP3’s guarantee is supported by a floating charge over its assets, which includes its 15% interest in TPHL. (Davies Decl. ¶ 31.) Consequently, part of the securiti-zation of the Notes is a 100% security interest in TPHL. (Davies Decl. ¶ 31.) Because TPHL owned 50% of TPL’s equity at the time of the alleged contract formation, CFM maintained, and still maintains today, an indirect security interest in TPL. (Brice Decl. ¶ 5; Def.’s Mem. Law Supp. Mot. at 5.) The Notes are currently in default, but the trustee, Deutsche Trustee Company Limited (“Trustee”), has not exercised its default rights. (Brice Decl. ¶¶ 8-9.) D. TPL’s Shareholders and Creditors Seek to Gain Control Over All of TPL’s Equity In 2004, the ARCA debt holders began negotiations with TPL’s shareholders to purchase their TPL stock. (Brice Decl. ¶ 16.) When these negotiations failed, the ARCA debt holders tried to procure the shareholders’ equity by attempting to exercise a power of sale of the equity by auction pursuant to the Equity Agreement — in essence, a forced debt for equity swap. (Brice Decl. ¶ 16; Davies Decl. Ex. E.) In response, TPHL, as a TPL shareholder, brought suit in the English High Court to stop the sale by auction and won. The court held that the ARCA debt holders could not bid in the forced auction or any subsequent auctions. (Brice Decl. ¶ 16.) Defendant claims that, after the court’s disposition of the matter, the ARCA debt holders created “additional trouble” by arguing that certain payments made to the shareholders pursuant to the Shareholder Agreement, and other governing agreements, were made illegally. (Brice Decl. ¶ 17.) While not much detail is provided, the relevant declaration states that court intervention was sought and the TPL shareholders won again. (Brice Decl. ¶ 17.) The ARCA debt holders made an argument in the first trial that is relevant to the history of this case. (Brice Decl. ¶ 20.) The ARCA debt holders argued that extracting the equity from TPL’s shareholders was necessary because TPL was not being managed properly, largely due to the fact that TPL, a project finance company with only three employees outside of its Board of Directors, was being ineffectively managed and governed by the shareholders vis-a-vis their representatives on the Board of Directors. (Brice Decl. ¶ 19.) While they lost the suit, the trial judge “noted and advised TPHL and CFM that they should address the management issues with the ARCA lenders to avoid further conflict given that the lenders were still owed a large sum by TPL.” (Brice Decl. ¶ 20.) Thereafter, CFM and TPHL began working on consolidating the TPL equity with the goal that TPL be managed and operated with a single voice. (Brice Decl. ¶ 20.) CFM’s John Brice and Greg Belonogoff began contacting representatives of the various shareholders, and in so doing, learned that certain ARCA debt holders, including SVP, Goldman Sachs, and Deutsche Bank, had also contacted the TPL shareholders to discuss purchasing their equity. (Brice Decl. ¶ 21.) Notwithstanding the ARCA debt holders’ conversations with the TPL shareholders, defendant states that TPHL reached “agreements in principle” in March 2005 with the parent companies of Northern and Midlands to buy their respective equity stakes in TPL. (Brice Decl. ¶ 22.) Defendant also maintains that while TPHL had not yet reached an agreement with Western, discussions with that shareholder had been ongoing. (Brice Decl. ¶ 22.) E. The Alleged Oral Agreement On April 7, 2005, Rory O’Neill, a portfolio manager at CFSC, called Victor Khos-la, SVP’s Managing Partner, to discuss a potential sale of equity in TPL. (Khosla Decl. ¶ 11; Def.’s Mem. Law Supp. Mot. at 7.) (Messrs. Khosla and O’Neill had known each other for a number of years, having previously worked on a number of investments together. (Khosla Decl. ¶ 11.)) The conversation was preliminary, and the parties did not reach any agreement. The following day, Messrs. O’Neill and Khosla had a number of conversations, as evidenced by transcripts of the phone calls. In a preliminary phone call, Mr. O’Neill told Mr. Khosla that defendant had agreements with “two guys,” ostensibly Midlands and Northern, to purchase their TPL equity, and that defendant had backed out of any sale with Western. (Barrett Decl. Ex. 22 at 8.) Mr. Khosla communicated to Mr. O’Neill that he was not looking to purchase a controlling number of TPL equity, but, instead, only 10%-15% of defendant’s TPL equity. (Barrett Decl. Ex. 22 at 9.) In a subsequent conversation, Mr. O’Neill conveyed to Mr. Khosla that, “no matter what happens” with the purchase of Western’s equity, defendant would have control of TPL. (Barrett Decl. Ex. 24 at 5.) He went on to say that he was in the closing process of entering into agreements with Midlands and Northern to purchase their equity, and that if either of those two sellers were to tell CFSC that it would not sell its equity to defendant because SVP had made a higher bid, defendant would not consent to the transfer of the sellers’ equity to SVP. (Barrett Decl. Ex. 24 at 5.) In the final call between Mr. Khosla and Mr. O’Neill on April 8, 2005, Mr. O’Neill called Mr. Khosla again and stated that it was “our inclination ... to sell[,] you know[,] the whole ... 50%” of its interest in TPHL. (Krauss Ex. 6 at 2.) He went on to say that “we haven’t fully thought through the mechanisms and the ramifications in the structures and all that,” to which Mr. Khosla stated that “[t]he structures on this are pretty damn complicated.” (Krauss Ex. 6 at 2.) Mr. Khosla then asked Mr. O’Neill, “can we kind of do a trade tonight subject to kind of working through the dots and so on and I think, you know, look we all do, we all know that we can work though those over time.” (Krauss Ex. 6 at 3.) Mr. Khosla then asked whether this was too hard, and Mr. O’Neill said that it was, given that his colleague, Mr. Belonogoff, who was the “point” person on the deal, was unavailable. (Krauss Ex. 6 at 3.) The back and forth continued, and Mr. Khosla asked, “[s]o would you do all 50% tonight?,” to which Mr. O’Neill responded, “I think so.” (Krauss Ex. 6 at 4.) Mr. Khosla then asked what the price would be and Mr. O’Neill cited a price of £5.75 million for “15% of the company.” (Krauss Ex. 6 at 4.) Mr. O’Neill then told Mr. Khosla that the TPHL structure is the “mechanism by which we own the economic interest in those shares.” (Barrett Decl. Ex. 25 at 5.) He then asked Mr. Khosla whether he “underst[ood] we don’t own them directly?,” to which Mr. Khosla said, “I do and I don’t.” (Barrett Decl. Ex. 24 at 5.) Mr. O’Neill explained that there was a pretty complicated structure, but that “we are the economic beneficiary of those shares.” (Barrett Decl. Ex. 24 at 5.) Mr. Khosla, in response asked, “[c]an you, do you have the benefit to kind of really do anything you want with the shares? In other words, there is nothing which restricts its ability to be a shareholder[,] so to speak[,] on it?,” and Mr. O’Neill responded by saying, “[n]ot really,” and that the shares were “held by a legal entity upon which Cargill has one board member.” (Barrett Decl. Ex. 24 at 5-6.) Mr. O’Neill further stated that “we are one board member of those entities” but that “we are clearly the economic driver behind much of what goes on there, but we don’t have, you know, Rory O’Neill doesn’t have the specific authority to trade.” (Barrett Decl. Ex. 24 at 6.) After referencing the litigation between the ARCA debt holders and the TPL shareholders, Mr. O’Neill confirmed that “we still own 100% of the bonds of this company called, you know, T[eess]ide Power Holdings Limited,” such that “our economic stake hasn’t changed at all.” (Krauss Ex. 6 at 8.) He went on to state that “I can commit to you that Car[gill] will do best endeavors to make that trade go through. But, you know, don’t forget if that entity starts selling the other shares then the other shareholders.... You know, so it will be messy, but I think at the end of the day, you know, we can probably deliver them to you.” (Krauss Ex. 6 at 9.) Mr. O’Neill specifically mentioned Western as a “difficult breed,” and that if TPHL is delivering the shares to SVP, “they’ve [i.e., Western] got consent.” (Krauss Ex. 6 at 9.) Mr. Khoslá conceded that “how you unlock the equity in this, is a very, very messy[,] dirty proposition.” (Krauss Ex. 6 at 10.) The conversation went on and Mr. Khos-la stated, “Rory, 19 [million] pounds, we will buy it. What I would like to kind of do is on Monday we should just kind of work through the dots,” to which Mr. O’Neill responded by saying “[ojkay.” (Krauss Ex. 6 at 14-15.) Mr. Khosla then stated that he recognized that the stock shares were pretty complicated, but that “come hell or high water, we will work with you,” noting “it is pretty hard to just buy it.” (Krauss Ex. 6 at 15.) Mr. Khosla suggested that Jason Clarke, an employee of SVP-U.K., speak to someone at Cargill to follow through. (Krauss Ex. 6 at 15.) Noting that the equity “had all sorts of Enron claims and everything else,” Mr. O’Neill told Mr. Khosla that it would “seek to” sell to SVP the “direct shares.” (Krauss Ex. 6 at 16.) Mr. Khosla then agreed. (Krauss Ex. 6 at 16.) Messrs. Khosla and O’Neill final exchange was as follows: Mr. O’Neill: Okay, so we’ve got an agreement in principal subject to figuring out the details. Victor [Khosla]: Exactly, and we start figuring them out first thing Monday morning.' Mr. O’Neill: We will start figuring them out Monday morning and Gage and Cargo will be calling and you are taking the 50% of the equity that we have indirect control over for 19 [million pounds], 19 [million pounds] even, there is the break. Victor [Khosla]: Yes, I got 160,000 pounds off you. Mr. O’Neill: Well it is for the advice you gave me. (Krauss Ex. 6 at 45^46.) F. Subsequent Conversations and the Alleged Amended Oral Agreement On April 13, 2005, CFM discovered that Mr. Clarke, of SVP-U.K., had met with ■Northern representatives the day before for the purpose of discussing the purchase of Northern’s equity in TPL. Defendant argues that this meeting was in violation of plaintiffs’ prior agreement on April 8 not to pursue the purchase of either Northern’s or Western’s equity. (Brice Decl. ¶ 27.) CFM learned of this from a letter written by Northern informing CFM that it would not proceed with its sale to TPHL. (Brice Decl. ¶27.) Mr. Clarke states in his declaration that he was invited to a breakfast meeting on April 12, 2005 by Eric Connor of Northern, and that at the meeting Mr. Connor told him that it did not have an agreement to transfer its equity to Cargill, and then invited SVP to bid on Northern’s TPL equity. (Clarke Decl. ¶ 22.) SVP declined to bid on Northern’s equity. (Clarke Decl. ¶ 22.) On April 13, 2005, Messrs. Khosla, O’Neill, Belonogoff, and Brice had a heated discussion in which the Cargill employees told Mr. Khosla that defendant had an “agreed deal” with Northern, including the price and terms of the deal (Barrett Decl. Ex. 27 at 5), but that they had received a letter that day from Northern saying the trade was off (Barrett Decl. Ex. 27 at 10). The Cargill employees went on to say that their understanding of the Shareholder Agreement gave them “the last look on the equity or we will be able to frustrate any person buying it who is not an existing shareholder.” They made clear that while this point was subject to debate, Cargill would be willing to litigate over it. (Barrett Decl. Ex. 27 at 4.) Later that day, Mr. Khosla called Mr. O’Neill separately. Mr. O’Neill told Mr. Khosla that defendant’s sale of equity to plaintiffs was not off, notwithstanding SVP’s interference with the trade between defendant and Northern. (Krauss Decl. Ex. 9 at 5-6.) The following exchanged then occurred: Victor [Khosla]: You still want to go on 35%? Mr. O’Neill: What’s that? Victor [Khosla]: You thought you had 35% when you sold me the 50. Mr. O’Neill: Yes. Victor [Khosla]: Here is the point, if you don’t get the Northern trade for whatever reason, right? Mr. O’Neill: Yes. Victor [Khosla]: You are going to take the 50% and move it down to 35%. If you get the Northern trade then you are just going to kind of[,] you know[,] do the 50% with us, is that fair? Mr. O’Neill: I think it is fair. Let me think' about it, but, yeah. (Krauss Decl. Ex. 9 at 6.) Mr. O’Neill then reiterated that it was not using any interference with the Northern trade to “back out of the trade with you.” (Krauss Decl. Ex. 9 at 6-7.) He then said, “let me think through it, because I’ve got like a million things going on right now, one of which being in a discussion with my boss about raising outside money.” (Krauss Decl. Ex. 9 at 7.) II. Procedural History Plaintiffs brought this action in a complaint dated October 5, 2005, seeking damages in an amount not less than $100MM USD and specific performance of the agreement or, in the alternative, the modified agreement. (Compl. ¶¶ 15-21, Wherefore Clause.) Defendant answered on October 25, 2005, admitting that Messrs. O’Neill and Khosla spoke by telephone on or about April 8 and April 13, 2005 (Ans. ¶¶ 10-11), denying the remainder of plaintiffs’ substantive allegations (Ans.lHI 9-21), and raising a number of affirmative defenses, including forum non conveniens (Ans. Affir. Defs. ¶ 2). Defendant brought this motion for forum non conveniens on January 27, 2006, and the motion was fully briefed on February 28, 2006. DISCUSSION I. Forum Non Conveniens Dismissal Standards The doctrine of forum non con-veniens is based on the principle that “ ‘a court may resist imposition upon its jurisdiction even when jurisdiction is authorized by the letter of a general venue statute.’ ” Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146, 153 (2d Cir.2005) (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 507, 67 S.Ct. 839, 91 L.Ed. 1055 (1947)); In re Union Carbide Corp. Gas Plant Disaster at Bhopal, India in Dec., 1984, 634 F.Supp. 842, 845 (S.D.N.Y.1986) (Keenan, J.) (“The doctrine of forum non conveniens allows a court to decline jurisdiction, even when jurisdiction is authorized by a general venue statute.”), affd, 809 F.2d 195 (2d Cir.1987). Notwithstanding the propriety of the action under the venue statute, “dismissal will ordinarily be appropriate where trial in the plaintiffs chosen forum imposes a heavy burden on the defendant or the court, and where the plaintiff is unable to offer any specific reasons of convenience supporting his choice.” Piper Aircraft Co. v. Reyno, 454 U.S. 235, 249, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981). The Supreme Court has declined to fashion the exact circumstances that would “ ‘justify or require either grant or denial of remedy.’ ” Id. (quoting Gilbert, 330 U.S. at 508, 67 S.Ct. 839). Consequently, a district court’s inquiry is highly fact-specific. Id. (“ ‘Each case turns on its facts.’ ” (quoting Williams v. Green Bay & W.R. Co., 326 U.S. 549, 557, 66 S.Ct. 284, 90 L.Ed. 311 (1946))); Walpex Trading Co. v. Yacimientos Petroliferos Fiscales Bolivianos, 712 F.Supp. 383, 392-93 (S.D.N.Y.1989) (Leisure, J.) (“The Supreme Court has emphasized the flexibility with which the District Court must approach a forum non conveniens determination, and consequently there are no specific circumstances which would require either a grant or denial of the remedy.”). In furtherance of these general principles of law, the Second Circuit has crafted a three-step inquiry for its district courts to follow: At step one, a court determines the degree of deference properly accorded the plaintiffs choice of forum. At step two, it considers whether the alternative forum proposed by the defendants is adequate to adjudicate the parties’ dispute. Finally, at step three, a court balances the private and public interests implicated in the choice of forum. Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146, 153 (2d Cir.2005) (citing Iragorri v. United Techs. Corp., 274 F.3d 65, 73-74 (2d Cir.2001) (en banc)). A defendant moving for dismissal on forum non conveniens grounds bears the burden of proof. Aguinda v. Texaco, Inc., 303 F.3d 470, 476 (2d Cir.2002). Finally, the Second Circuit’s review of a district court’s dismissal on the basis of forum non conveniens is “severely cabined.” Alfadda v. Fenn, 159 F.3d 41, 45 (2d Cir.1998). The specific standards for each of these three steps follow. A. Step One: Determining the Degree of Deference Due a Plaintiff The Second Circuit, sitting en banc in Iragorri v. United Technologies Corp., 274 F.3d 65, 70-72 (2d Cir.2001) (en banc), refined the analysis that a district court should undertake when determining what deference a plaintiffs choice of forum should be given. The specific question in Iragorri was what degree of deference should be accorded to a plaintiff that resides in the United States but brings suit in a district court other than the one in which the plaintiff resides. Id. at 71. Looking to Supreme Court precedent, the Second Circuit observed that, generally speaking, a court should defer to a plaintiffs choice of forum. Id. at 70; see also Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981) (“[T]here is ordinarily a strong presumption in favor of the plaintiffs choice of forum.”); Koster v.(Am.) Lumbermens Mut. Cas. Co., 330 U.S. 518, 525, 67 S.Ct. 828, 91 L.Ed. 1067 (1947) (“While, even in the ordinary action, the residence of the suitor will not fix the proper forum without reference to other considerations, it is a fact of ‘high significance.’ ” (quoting Int’l Milling Co. v. Columbia Transp. Co., 292 U.S. 511, 520, 54 S.Ct. 797, 78 L.Ed. 1396 (1934))). However, such deference is not dispositive. Iragorri, 274 F.3d at 71. For instance, a plaintiff who files suit in its home forum does not, per se, defeat a motion to dismiss for forum non conve-niens by virtue of being in its home forum. Id.; see also Piper, 454 U.S. at 255, 102 S.Ct. 252 (“[A] plaintiffs choice of forum is entitled to greater deference when the plaintiff has chosen the home forum.”); Alcoa Steamship Co. v. M/V Nordic Regent, 654 F.2d 147, 152 (2d Cir.1980) (en banc) (“American citizenship alone is not a barrier to dismissal on the ground of forum non conveniens.”). If the defendant is unnecessarily burdened, dismissal may still be proper. Iragorri, 274 F.3d at 71. The converse of the heightened deference afforded a plaintiff suing in its home forum is that a lesser degree of deference is afforded a foreign plaintiff who brings suit in a United States forum. Id.; see Piper, 454 U.S. at 256, 102 S.Ct. 252 (“When the home forum has been chosen, it is reasonable to assume that this choice is convenient. When the plaintiff is foreign, however, this assumption is much less reasonable.”). Synthesizing these two general rules, the Second Circuit held that Supreme Court precedent stands for “a broader principle under which the degree of deference to be given to a plaintiffs choice of forum moves on a sliding scale depending on several relevant considerations.” Iragorri, 274 F.3d at 71. Looking to the Supreme Court’s decision in Piper Aircraft Co. v. Reyno, the Court articulated the following test: The more it appears that a domestic or foreign plaintiffs choice of forum has been dictated by reasons that the law recognizes as valid, the greater the deference that will be given to the plaintiffs forum choice. Stated differently, the greater the plaintiffs or the lawsuit’s bona fide connection to the United States and to the forum of choice and the more it appears that considerations of convenience favor the conduct of the lawsuit in the United States, the more difficult it will be for the defendant to gain dismissal for forum non conve-niens. Id. at 71-72 (footnotes omitted). The factors favoring denial of a motion for dismissal include the convenience of the plaintiffs residence in relation to the chosen forum, the availability of witnesses or evidence to the forum district, the defendant’s amenability to suit in the forum district, the availability of appropriate legal assistance, and other reasons relating to convenience or expense. Id. at 72. Conversely, where it appears that a plaintiff has chosen a U.S. forum because of forum-shopping reasons, less deference will be afforded plaintiffs choice and, consequently, the greater the likelihood of dismissal. Id. Such forum-shopping reasons include attempts to win a tactical advantage resulting from local laws that favor the plaintiffs case, the habitual generosity of juries in the United States or in the forum district, the plaintiffs popularity or the defendant’s unpopularity in the region, or the inconvenience and expense to the defendant resulting from litigation in that forum. Id.; see, e.g., Pollux Holding Ltd. v. Chase Manhattan Bank, 329 F.3d 64, 71 (2d Cir.2003) (Cardamone, J.) (“In such circumstances, it is more likely that forum-shopping for a higher damage award or for some other litigation advantage was the motivation for plaintiffs selection.”). In sum, in assessing what deference should be accorded a United States resident who brings suit in a forum other than its home forum, a district court must look to the plaintiffs “likely motivations in light of all the relevant indications.” Id. at 73. Knee-jerk decisions that rely on only one consideration are prohibited. See Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146, 155 (2d Cir.2005) (“[W]here, as in this case, a court references a single factor, geographic convenience, to the exclusion of others more supportive of plaintiffs forum choice, a legal concern arises as to whether its exercise of discretion was properly directed to the application of Ira-gorri’s sliding scale of deference.”) B. Step Two: Whether an Adequate Alternative Forum Exists The second step of a forum non conveniens analysis requires a district court to determine whether a suitable alternative forum for the dispute exists. Iragorri, 274 F.3d at 73; see Piper Aircraft Co. v. Reyno, 454 U.S. 235, 254 n. 22, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981) (“At the outset of any forum non conveniens inquiry, the court must determine whether there exists an alternative forum.”); see also Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 507, 67 S.Ct. 839, 91 L.Ed. 1055 (1947) (“In all cases in which the doctrine of forum non conveniens comes into play, it presupposes at least two forums in which the defendant is amenable to process .... ”). The movant bears the burden of demonstrating that an adequate alternative forum exists. Bank of Credit and Commerce Int’l (OVERSEAS) Ltd. v. State Bank of Pak., 273 F.3d 241 248 (2d Cir.2001). A suitable alternative forum exists where (1) the defendant is “ ‘amenable to process’ ” in the other jurisdiction, Piper, 454 U.S. at 254 n. 22, 102 S.Ct. 252 (quoting Gilbert, 330 U.S. at 506-07, 67 S.Ct. 839); Peregrine Myanmar Ltd. v. Segal, 89 F.3d 41, 46 (2d Cir.1996) (finding alternative forum appropriate where plaintiffs did not dispute that the alternative forum’s courts could maintain jurisdiction over the parties); Transunion Corp. v. Pepsico, Inc., 640 F.Supp. 1211, 1215 (S.D.N.Y.1986) (Weinfeld, J.) (“No claim is made that the Philippines lacks jurisdiction to hear this case.”), aff'd, 811 F.2d 127 (2d Cir.1987) (per curiam); In re Union Carbide Corp. Gas Plant Disaster at Bhopal, India in Dec., 1981, 634 F.Supp. 842, 845 (S.D.N.Y.1986) (Keenan, J.) (citing Piper with approval), aff'd, 809 F.2d 195 (2d Cir.1987), and (2) the alternative forum can provide a satisfactory remedy to the plaintiff, Piper, 454 U.S. at 254 n. 22, 102 S.Ct. 252 (“[Wjhere the remedy offered by the other forum is clearly unsatisfactory, the other forum may not be an adequate alternative, and the initial requirement may not be satisfied.... [F]or example, ... where the alternative forum does not permit litigation of the subject matter of the dispute.”); Accordia Ne., Inc. v. Thesseus Int'l Asset Fund, N.V., 205 F.Supp.2d 176, 179 (S.D.N.Y.2002) (denying dismissal, inter alia, on the ground that the proposed alternative forum of Ko-sovo “may be lacking even the rudiments of the rule of law”). Where a district court cannot definitively determine the adequacy of the foreign forum, the Second Circuit advises that the court can still dismiss the case with the condition that the plaintiff be able to reinstate the ease if the alternative forum declines to assume jurisdiction. Bank of Credit and Commerce Int'l (OVERSEAS) Ltd. v. State Bank of Pak., 273 F.3d 241, 247-48 (2d Cir.2001). The Second Circuit has further advised that such a conditional dismissal does not relieve a district court of first trying to determine whether foreign forum is indeed adequate: [T]he district court may dismiss on forum non conveniens grounds, despite its inability to make a definitive finding as to the adequacy of the foreign forum, if the court can protect the non-moving party by making the dismissal conditional. This case law does not, however, excuse the district court from engaging in a full analysis of those issues of foreign law or practice that are relevant to its decision, or from closely examining all submissions related to the adequacy of the foreign forum. If, in the end, the court asserts its “justifiable belief’ in the existence of an adequate alternative forum, it should cite to evidence in the record that supports that belief. Id. (footnote omitted). A district court might also condition dismissal on the willingness of the foreign court to hear the case, the defendant’s consent to jurisdiction in the alternative forum, and the defendant’s waiver of any statute of limitations defense that may have arisen since the filing of the case in the present forum. Calavo Growers of Cal. v. Generali Belg., 632 F.2d 963, 968 (2d Cir.1980). C. Step Three: The Balancing of Gilbert’s Public and Private Interest Factors Assuming an adequate alternative forum exists, a district court must balance two sets of factors to determine whether adjudication is more appropriate in the present forum or the alternative forum. See Pollux Holding Ltd. v. Chase Manhattan Bank, 329 F.3d 64, 75 (2d Cir.2003) (Cardamone, J.) (“The next issue under Gilbert is to weigh defendant’s hardships if jurisdiction is retained in the forum of plaintiffs choice against plaintiffs hardships if the motion to dismiss is granted and plaintiff is forced to begin suit anew in a different forum.”); see also Alcoa Steamship Co. v. M/V Nordic Regent, 654 F.2d 147, 151 (2d Cir.1980) (en banc) (“[M]ore than the private convenience interests of the litigants — and much more than the plaintiffs subjective intent — should be considered by the federal courts in acting on forum non conveniens motions. The interests of justice and court efficiency also must be weighed.”) 1. Private Interest Factors The first set of factors, the private interest factors, address the conveniences to the litigants. They include “the relative ease of access to sources of proof; availability of compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case easy, expeditious and inexpensive.” Iragorri v. United Techs. Corp., 274 F.3d 65, 73-74 (2d Cir.2001) (en banc) (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508, 67 S.Ct. 839, 91 L.Ed. 1055 (1947)). A district court, in its analysis, essentially weighs the difficulties a defendant would suffer if the dispute were adjudicated in the present forum against the difficulties a plaintiff would face if the case were dismissed and the plaintiff were thus forced to bring suit in another country. Id. at 74. Of critical importance to a court’s duties in this analysis, the Second Circuit advises, is the need to weigh the conveniences and hardships of the parties with a proper understanding of what issues are likely to arise at trial: “Rather than simply characterizing the case as one in negligence, contract, or some other area of law, the court should focus on the precise issues that are likely to be actually tried.... ” Id.; see, e.g., Blimpie Int'l, Inc. v. ICA Menyforetagen AB, No. 96 Civ. 3082, 1997 WL 143907, at *7 (S.D.N.Y. Mar. 25,1997) (stating that where fiduciary duty arose in New York, but breach of such duty occurred by way of actions taken in Sweden, Sweden was a more appropriate forum because the bulk of proof relating to the breach was housed there). For example, the Second Circuit hypothesized that in a negligence action a district court’s disposition of a forum non conveniens motion would vary depending on whether the alleged negligence was of an actor at the scene of an accident, or whether the accusation of negligence concerned the design or manufacture of equipment that took place in another country. Iragorri, 274 F.3d at 74. Finally, the Court noted that an assessment of whether damages were disputed, and which forum would have easier access to evidence concerning such damages, should also be considered. Id. 2. Public Interest Factors A district court is further directed to weigh certain factors that concern the public’s interest, including (1) any administrative difficulties that may arise if an alternative forum is particularly congested with litigation; (2) the consideration that jurors should not be obligated to decide disputes with no relation to their community; (3) the fact that where a case affects many people, a forum that allows those affected to view the suit, rather than learn of it by report from a foreign forum, is preferable; (4) the forum’s local interest in having its own controversies decided at home; and (5) the potential pitfalls that stem from a diversity case being heard in a foreign forum that must resolve conflicts of law and substantive law problems, rather than a forum familiar with the state law to be applied to the case. Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508-09, 67 S.Ct. 839, 91 L.Ed. 1055 (1947); Iragorri, 274 F.3d at 74. In sum, depending on the facts of the case, while a plaintiffs citizenship and residence is helpful to a court in that it allows it to set the appropriate degree of deference due the plaintiff, the gravity of the private and public interest factors at stake may be determinative. Iragorri, 274 F.3d at 74; Alcoa Steamship Co. v. M/V Nordic Regent, 654 F.2d 147, 154 (2d Cir.1980) (en banc) (“The trend of both the common law generally and admiralty law in particular has been away from according a talismanic significance to the citizenship or residence of the parties.”). At the end of the day, “[t]he action should be dismissed only if the chosen forum is shown to be genuinely inconvenient and the selected forum significantly preferable.” Iragorri, 274 F.3d at 74-75. In so doing, the court shall look at the greater convenience afforded a defendant allowed to litigate in its preferred forum, and weigh such convenience against any potentially greater inconvenience suffered by plaintiff in such alternative forum. Id. at 75. A district court must not ignore the reality that, just as plaintiffs are susceptible to forum shopping, so too are defendants who move for dismissal on forum non conveniens grounds not because of a bona fide concern for convenience, but as a result of a more insidious forum-shopping motive. Id.; see also id. (“District courts should therefore arm themselves with an appropriate degree of skepticism in assessing whether the defendant has demonstrated genuine inconvenience and a clear preferability of the foreign forum.”). II. Forum Non Conveniens Principles as Applied to the Parties’ Arguments A. What Degree of Deference Is Plaintiffs’ Choice of the Southern District of New York Due ? Plaintiffs argue that they satisfy the factors that evidence a forum choice based on true convenience. They argue that (1) while they are foreign corporations, plaintiffs can only act through their agent and investment advisor, SVP, who maintains its office in New York and entered into the subject agreement on their behalf from New York (Pl.’s Mem. Law Opp’n Mot. at 9-10); (2) necessary witnesses and evidence can both be made available in this district (PL’s Mem. Law Opp’n Mot. at 10); (3) defendant is registered to do business in New York and is thus amenable to suit in New York (PL’s Mem. Law Opp’n Mot. at 10-11); (4) plaintiffs’ counsel is located in New York; and (5) litigation in England would essentially shift any inconvenience and expense that defendant will incur in this forum to plaintiffs (PL’s Mem. Law Opp’n Mot. at 11). Before turning to these arguments, the Court first turns to a preliminary consideration which it believes raises a strong inference that forum-shopping reasons motivated plaintiffs’ choice of forum. As foreign corporations, plaintiffs can properly invoke this Court’s diversity jurisdiction by bringing suit against an American business entity — to wit, CFSC, a Delaware corporation. 28 U.S.C. § 1332(a)(2) (2000). Plaintiffs cannot, however, bring suit in this Court — or any other district court — where another foreign entity is named as the primary defendant, as such party would destroy diversity. Id. § 1332. The fact that CFM, an English corporation, is not named as a defendant in this suit is, therefore, not a mystery because its inclusion would destroy diversity. However, as set forth above, CFM is the indirect holder of an interest in the equity that lies at the center of this dispute, while CFSC maintains no interest in TPL’s equity. CFM, therefore, would appear to be the real party in interest to this suit. Plaintiffs’ decision to bring their action against CFSC alone, then, was rational if they thought they had entered into a contract with CFSC. Facts borne out in the early stages of discovery, however, raise a strong inference that this was not the case. Plaintiffs have produced in discovery a draft “Trade Confirmation” document prepared by SVP after the alleged oral contract was formed. (Kahnke Deck Exs. F, G.) The document preliminarily memorializes the parties’ oral agreement subject to the subsequent execution of a final agreement containing all of the terms of the deal. The Trade Confirmation was drafted by a SVP employee and sent by e-mail to Jason Clarke at SVP-U.K. The document names “Cargill Financial Markets” as the seller and plaintiffs as buyers. This fact serves as strong evidence that plaintiffs believed, in at least May 2005, that they were contracting with CFM. Because plaintiffs knew that they were contracting with CMF, it is more than reasonable to believe that they knew CMF was the holder of the Notes. In any regard, defendant has since produced in discovery copies of the Notes, each of which clearly names CFM as its holder. (Kahnke Deck Ex. H.) Given plaintiffs’ awareness of which business entity they had contracted with, their decision to bring suit solely against CFSC might still be reasonable if they had reason to believe that this Court could somehow enforce the purported agreement, and issue an order of specific performance, against CFSC. New York state case law, which plaintiffs argue applies in this case, demonstrates that no such reason exists. First, this Court cannot issue a decree for specific performance if effectuation of the performance sought is either impossible or would violate the rights of a third party whose interest in the equity is superior to the defendant’s—i.e., CFM. See, e.g., Kennedy v. Hazelton, 128 U.S. 667, 671, 9 S.Ct. 202, 32 L.Ed. 576 (1888) (“A court of chancery cannot decree specific performance of an agreement to convey property which has no existence, or to which the defendant has no title.”); Joneil Fifth Ave. Ltd. v. Ebeling & Reuss Co., 458 F.Supp. 1197, 1200 (S.D.N.Y.1978) (Weinfeld, J.) (“The rule is that ‘[sjpecific enforcement will not be decreed if the performance sought is impossible ... or is in violation of the rights of a third person which are superior to those of the plaintiff.’ ”) (quoting Restatement of Contracts § 368) (bracket and ellipsis in original), aff'd, 811 F.2d 127 (2d Cir.1987) (per curiam); Wynyard v. Beiny, 214 A.D.2d 344, 625 N.Y.S.2d 27, 28 (App.Div. 1st Dep’t 1995) (affirming trial court’s denial of specific performance as impossible where the third-party plaintiff sought to have pledge stock to it could not because the third party did not own the stock). Further, as defendant points out, plaintiffs do not argue that CFSC can be held liable for the breach of the agreement on an alter-ego theory in which CFSC is the alter ego of CFM. Nor is there any evidence before the Court that an alter ego theory’s requirements — which include inadequate capitalization and neglectfulness in the observation of corporate formalities on the part of CFSC, see Harper v. Del. Valley Broadcasters, Inc., 743 F.Supp. 1076, 1085 (D.Del.1990) (setting forth the factors that weigh in favor of alter ego liability) — are present. Plaintiffs counter by arguing that “obvious” factual issues have been raised both about who owns and controls the TPL equity, and the relationships between the various Cargill entities. (See Pl.’s Mem. Law Opp’n Mot. at 20-21 & n. 20). These arguments, however, do not stand up to those facts, which are clear on their face, discussed above. For instance, plaintiffs argue in a footnote that one obvious factual issue is the fact that, in his telephone conversations with Mr. Khosla, Mr. O’Neill stated that “we own the economic interest in those shares” and “we are the economic beneficiary of those shares.” (Pl.’s Mem. Law Opp’n Mot. at 20 n. 20 (emphasis added).) These statements, and Mr. O’Neill’s use of the pronoun “we,” are ostensibly offered to show that the use of a generic “we,” — either CFSC or some generic “Cargill” — owned the shares. But Mr. O’Neill’s off-hand reference to a “we” being the owner of the TPL equity in a telephone conversation does not stand up to the fact that SVP named CFM as the seller of the equity in a document prepared for the purpose of memorializing the parties’ intentions. Plaintiffs also argue that there are inconsistencies between defendant’s Rule 26(a) disclosures and statements on a Car-gill website concerning the corporate affiliations of some of its employees. They argue that these inconsistencies “provide a further basis for enforcement of a specific performance order.” (Pl.’s Mem. Law Supp. Mot. at 20-21.) While not explicitly argued, this statement impliedly portrays “Cargill” as a unitary business form rather than as a global corporation comprised of a multitude of business entities with various inter-relationships between them. The further implication is that the various Car-gill entities do not respect each other’s corporate form because certain employees have been represented to be employees of more than one entity. Regardless, the Court need not evaluate the merits of plaintiffs’ implications because the purpose of the current analysis is to determine from the parties’ submissions whether plaintiffs’ choice of forum was made out of genuine convenience or as a result of forum shopping. Iragorri v. United Techs. Corp., 274 F.3d 65, 71-72 (2d Cir.2001) (en banc). Consequently, the Court looks to the evidence of plaintiffs’ decision-making process before and up to its decision to file suit in this Court. As discussed above, documents from May 2005 evidence plaintiffs’ acknowledgment at that time that they were contracting with CFM; any evidence of defendant’s affiliates not respecting the corporate form, discovered in response to defendant’s present motion, do not speak to plaintiffs’ state of mind at the time of filing their lawsuit. Consequently, this argument fails. The Court finds that the documentation evidencing plaintiffs’ acknowledgment that they were contracting with CFM, coupled with the rather basic proposition that a court is foreclosed from issuing a decree of specific performance against a party that cannot perform the underlying contract, leads the Court to accord to plaintiffs’ choice of forum less deference than it normally would give to plaintiffs who, while foreign, entered into a contract through an agent located in this forum. See Capital Currency Exch., N.V. v. Nat’l Westminster Bank PLC, 155 F.3d 603, 612 (2d Cir.1998) (“Because the real parties in interest are foreign corporations, there is not a strong presumption in favor of the plaintiffs’ choice of forum.”) Plaintiffs’ proffered explanations of their “bona fide connection” to this Court do not overcome the finding that their decision was motivated by forum-shopping motives. While the location of plaintiffs’ agent in New York would normally provide such a bona fide connection, the futility of bringing their action here, as opposed to England where the proper party — CFM—could be sued, materially differentiates this case. While the fact that CFSC is amenable to suit in New York also would normally serve as a proper connection to this forum, the fact that there is strong evidence of plaintiffs’ knowledge that CFSC is not the indirect holder of an equity interest in TPL, extinguishes this otherwise appropriate connection. Plaintiffs also argue that necessary witnesses and evidence can both be made available in this district. While it is true that documentation residing in England can be made available here, for reasons detailed below, see infra Discussion Part X, numerous fact witnesses actually cannot be compelled to appear before this court. This argument, consequently, fails. Next, the fact that plaintiffs’ counsel is based in New York does not overcome the Court’s finding — plaintiffs cannot procure local counsel after bringing suit for forum-shop.ping reasons nearby. Finally, while dismissal would effectively shift to plaintiffs the costs defendant will incur if the case is tried in this forum, this fact is not accorded much deference when, as here, there is other evidence of forum shopping. B. Does a Suitable Alternative Forum Exist? Defendant has adequately demonstrated that England is a suitable alternative forum for this dispute. First, defendant is amenable to suit in England because it has submitted an agreement (Krauss Decl. Ex. 11) in which it voluntarily submits to the jurisdiction of the English courts, waiving any right it might have to contest the issue of personal jurisdiction. See R. Maganlal & Co. v. M.G. Chem. Co., 942 F.2d 164, 167 (2d Cir.1991) (“Since MG has agreed to submit to the jurisdiction of the Indian courts as a condition of dismissal, ... the district court did not err in concluding that India was an adequate forum.”). Given this submission, plaintiffs do not address this second step in their opposition papers. (Mem. Law Opp’n Mot. at 8 n. 13.) The Court finds that if defendant submits to the jurisdiction of an English court, which it has done, plaintiffs, Bermudan and Cayman Islands corporations, can properly invoke the jurisdiction of an English court to determine this breach of contract action. (Davies Decl. ¶ 56.) Further, plaintiffs do not contest, and the Court agrees, that an English court would be able to award them damages if defendant were found liable. (Davies Decl. ¶¶98, 103.) Because an adequate alternative forum exists, the Court turns to the third and final step under Iragorri. C. Do the Public and Private Interest Factors Weigh in Favor of Dismissal? Not surprisingly, defendant and plaintiffs argue that both public and private interests weigh in favor of their arguments for dismissal and non-dismissal, respectively. The Court turns to the private interest factors. 1. Private Interest Factors In evaluating the private interests of the parties, the Court is obligated to weigh the inconvenience to a defendant of maintaining the dispute in this forum against any inconvenience a plaintiff would incur if it decided to bring its suit in the defendant’s alternative forum. See Iragorri, 274 F.3d at 74. The Court turns to these considerations. a. Ease of Access to Evidence Defendant argues that the overwhelming majority of evidence — both witnesses and documentation — is in England. (Def.’s Mem. Law Supp. Mot. at 15-19.) Plaintiffs, in response, argue that the majority of evidence the Court needs to decide this dispute is located in the U.S., and the rest is easily accessible from abroad. (PL’s Mem. Law Opp’n Mot. at 15.) This divergence in views on the location of pertinent evidence results from the parties’ differing views of the scope of this dispute. The scope of this dispute is critical because the Second Circuit has held that it is imperative to understand the “precise issues” to be tried when determining the inconvenience to a defendant in the present forum, and the potential inconvenience to a plaintiff if it must bring suit in the defendant’s preferred forum. Id. Plaintiffs adopt a narrow view of their case. They argue that the only question before the Court is whether in their phone conversations Messrs. Khosla and O’Neill made the requisite expressions of intent to enter into a contract on behalf of their respective principles. See Rule v. Brine, Inc., 85 F.3d 1002, 1010 (2d Cir.1996) (Kearse, J.) (stating that under New York law, “ ‘[w]hat matters are the parties’ expressed intentions, the words and deeds which constitute objective signs in a given set of circumstances.’ ” (quoting R.G. Group, Inc. v. Horn & Hardart Co., 751 F.2d 69, 74 (2d Cir.1984))). Under this view, the two most critical fact witnesses are Messrs. Khosla and O’Neill, both of whom are located in the U.S. Plaintiff claims only three other fact witnesses are needed to decide this case. The first is Jason Clarke of SVP-U.K., who while located in England, will be made available for trial by plaintiffs. (Pl.’s Mem. Law Opp’n Mot. at 15.) The final two fact witnesses are John Brice and Gregory Be-lonogoff. Plaintiff claims that because they are identified on a Cargill website as directors of U.S.-based Cargill companies, they “must regularly travel here” and, therefore, will not be greatly inconvenienced by a trial in this forum. (PL’s Mem. Law Opp’n Mot. at 15.) The Court agrees that if Messrs. Brice and Belono-goff were the only two witnesses to be inconvenienced by a trial in this forum, this ease of access to evidence factor would most likely weigh toward denial of the motion. See, e.g., Accordia Ne., Inc. v. Thesseus Int’l Asset Fund, N.V., 205 F.Supp.2d 176, 180 (S.D.N.Y.2002) (denying motion for dismissal on the basis of forum non conveniens where, inter alia, “many of the key witnesses seem to be located in this country”). However, plaintiffs mischaracterize the scope of this dispute. Defendant argues that its defense of this claim would require the Court to review a significantly larger universe of evidence than that necessary under plaintiffs’ version of the dispute. Defendant argues that the parties did not enter into a contract — if anything, the parties reached an agreement in principle, subject to their working out the details of the transaction in a subsequent written contract. (Def.’s Mem. Law Supp. Mot. at 16). This argument, of course, is well grounded in contract formation doctrine. Winston v. Mediafare Entm’t Corp., 777 F.2d 78, 80 (2d Cir.1985) (“[I]f either party communicates an intent not to be bound until he achieves a fully executed document, no amount of negotiation or oral agreement to specific terms will result in the formation of a binding contract.”); R.G. Group, Inc. v. Horn & Hardart Co., 751 F.2d 69, 74 (2d Cir.1984) (“Under New York law, if parties do not intend to be bound by an agreement until it is in writing and signed, then there is no contract until that event occurs.”); Scheck v. Francis, 26 N.Y.2d 466, 311 N.Y.S.2d 841, 260 N.E.2d 493, 494 (1970) (“It is well settled that, if the parties to an agreement do not intend it to be binding upon them until it is reduced to writing and signed by both of them, they are not bound and may not be held liable until it has been written out and signed.”); see, e.g., Schwartz v. Greenberg, 304 N.Y. 250, 107 N.E.2d 65, 67 (1952) (“It is entirely plain ... that the parties did not intend to be bound until a written agreement had been signed and delivered.”). The most important “detail” to be worked out would be whether the equity could be extracted. (Def.’s Mem. Law Supp. Mot. at 16.) Defendant would need to call employees of both Western and Northern to testify as to whether those firms would have exercised their consent or preemption rights had CFM tried to transfer the equity; representatives of Goldman Sachs International, Deutsche Bank, and Merrill Lynch International to testify as to whether their respective firms, as the ARCA debt holders, would consent to or preempt an attempted equity transfer; and the Trustee to testify as to plaintiffs’ contention that there was an understanding in the marketplace that “Car-gill” was the owner of a controlling interest in the TPL equity. (Def.’s Reply Mem. Law Supp. Mot. at 6.) Plaintiffs argue in response that such nonparty witnesses are unnecessary because they have no knowledge concerning the contract’s formation and because their subjective beliefs about whether the Shareholder Agreement would allows a transfer of equity would be inadmissible and irrelevant. (Pl.’s Mem. Law Opp’n Mot. at 16-17.) This argument clearly fails. The nonparty witnesses would not be called to testify about either their direct knowledge of whether the parties entered into an oral contract, or to provide quasi-expert opinions concerning their interpretation of the terms of the Shareholder Agreement. As defendant correctly points out (Def.’s Reply Mem. Supp. Mot. at 6), the nonparty witnesses representing the other TPL shareholders would be called to testify as to whether their respective firms would have exercised their consent or preemption rights in the event of an attempted transfer of equity — matters wholly within their personal knowledge. These third-party witnesses also would be needed to establish defendant’s interference, mistake, and impossibility defenses. (Def.’s Mem. Law Supp. Mot. at 16-17.) For instance, Eric Connor of Northern, a resident of England, would be called to testify about his communications with Mr. Clarke in order to establish defendant’s defense that plaintiffs interfered with its performance of the contract; Mr. Connor and Tariq Masood of Western would be called to testify as to whether they would have exercised their consent or preemption rights so that defendant could establish its impossibility defense; and, in support of its mistake defense, defendant would likely call a representative of the Trustee to testify as to plaintiffs’ claim that the understanding in the marketplace was that “Cargill” was the owner of the controlling equity interest in TPL. (Def.’s Reply Mem. Law Supp. Mot. at 6.) The Court also agrees with defendant’s argument that, if defendant were found to be liable, the Court would need to review a body of largely English evidence in order to fashion appropriate remedies. (Def.’s Mem. Law Supp. Mot. at 17.) This fact weighs in favor of dismissal. See Iragorri, 274 F.3d at 74 (“The court should consider also whether the plaintiffs damages are genuinely in dispute and where the parties will have better access to the evidence relating to those damages.”) While it appears unlikely that this Court would be able to issue a decree of specific performance in plaintiffs’ favor, if it could the Court would first need to determine whether the other TPL shareholders, and the ARCA debt holders, would consent to the equity transfer. (Def.’s Mem. Law Supp. Mot. at 17.) This would require hearing from representatives of those companies, all of whom are in England. The Court further agrees that it would likely need to ascertain the TPL equity’s worth in order to assess plaintiffs’ damages. (Def.’s Mem. Law Supp. Mot. at 17.) This, too, would require the Court to review various financial data concerning TPL, all of which is located in England. (Def.’s Mem. Law Supp. Mot. at 17.) In sum, defendant has identified at least nine nonparty witnesses that it would like to call to testify in a trial. All nine of those witnesses reside in England. Additionally, plaintiffs do not contest that the overwhelming majority of documentary evidence — such as, for example, data concerning TPL’s operations and the value of its equity — resides in England. Where most of the witnesses and documentary evidence reside in a foreign country, conducting trial in the U.S. could impose such significant burdens on the parties that dismissal is favored. See Capital Currency Exch., N.V. v. Nat'l Westminster Bank PLC; 155 F.3d 603, 611 (2d Cir.1998) (holding that the parties might be significantly burdened by a trial in the U.S. where “most of the witnesses in this case reside in England, and the cost of transporting these witnesses to New York could be enormous .... [and] most of the documentary evidence in the case was created, and is stored, in England”); Calavo Growers of Cal. v. Generali Belg., 632 F.2d 963, 967 (2d Cir.1980) (finding that dismissal was favored where almost all witnesses resided in Europe, the documents concerni