Full opinion text
OPINION AND ORDER MARK S. DAVIS, District Judge. This matter is before the Court on motions to dismiss for lack of personal jurisdiction filed by third party defendants Jane Ratto (“Ratto”), Penelope Kane (“Kane”), Germain De Martinis (“De Martinis”), and J.R. Marketing, LLC d/b/a Royal Locks, Inc. (“JRM” or “Royal Locks”). Oral argument has taken place, and the motions are now ripe for decision. The Court notes at the outset that, during oral argument, counsel for the third party plaintiff, Noble Security, Inc. (“Noble”), agreed to the dismissal of De Martinis from this suit. Accordingly, the claims against De Martinis are DISMISSED. Therefore, only Ratto, Kane, and JRM are collectively referred to as “Third Party Defendants.” I. Factual and Procedural History According to the factual allegations, Noble purchases fully-assembled computer locks from Guan Gao Co., d/b/a Polox Co., Ltd. (“Polox”), who assembles the lock components after it purchases them from manufacturer Ming-Yi Technology Co. (“Ming-Yi”). Ming-Yi produces the lock components pursuant to a United States patent, specifically U.S. Patent No. 5,626,-203 (“the '203 patent”). (Noble Supp. Brief, Docket No. 166 at 2.) One of Ming-Yi’s principals is Tzong-Hsiung Huang. Huang is allegedly the inventor of the '203 patent and a former business partner of Chien-Chih Lu (a/k/a Francisco Lu), who owns MIZ Engineering, LTD (“MIZ”), a Taiwanese company. Huang assigned the '203 patent to the Ming-Yi partnership in the early 1990s. However, MIZ claims to own the '203 patent via several assignments. Noble denies that MIZ is a valid assignee of the patent and asserts that MIZ’s rights to the patent were obtained fraudulently. Ratto, Kane, and DeMartinis allegedly worked for Noble and its related entities and essentially ran Noble’s operations. Noble alleges that Ratto, Kane, and DeMartinis stopped working for Noble and formed their own company, JRM, to compete with Noble. These third party defendants allegedly began purchasing the computer locks at issue from MIZ, but also allegedly secretly conspired with MIZ and executed a plan to harm Noble and steal its computer lock business. The conspirators allegedly used MIZ’s counsel, who had offices in Virginia and Washington, D.C., not only to file suit against Noble in Virginia, but also to write to and telephone certain Noble customers, making various misrepresentations that Noble’s product infringed on the MIZ patent. The customers were purportedly told that they should purchase locks from JRM to avoid legal trouble involving the disputed patent. The Third Party Defendants allegedly also provided information to MIZ and/or its counsel, including Noble’s customer information, in furtherance of the conspiracy. Noble claims that the conspirators successfully harmed its business, that a corresponding sales reduction occurred, and that some of Noble’s customers began purchasing locks from JRM. MIZ, a Taiwanese corporation, filed its Complaint in this Court on December 8, 2005, seeking to enforce its alleged patent rights against Noble, a California corporation, and related entities. Noble, among others, then filed a Counterclaim against MIZ. Noble, the sole third party plaintiff, subsequently sought leave of court to assert claims against third parties Ratto, Kane, De Martinis, JRM, and Chien-Chih Lu (a/k/a Francisco Lu). Leave was granted by the Court on September 29, 2006, and Noble’s Third Party Complaint was filed. The Third Party Complaint contains a number of civil causes of action against Ratto, Kane, De Martinis, and JRM. There are two federal causes of action: 1) Racketeer Influenced and Corrupt Organizations Act (“RICO”) conspiracy in violation of 18 U.S.C. § 1962 et seq., and 2) unfair competition in violation of 15 U.S.C. § 1125(a) (Lanham Act), and five Virginia causes of action: 1) tortious interference with business relations, 2) tortious interference with prospective business relations, 3) defamation and trade libel, 4) common law misappropriation and unfair competition, and 5) Virginia business conspiracy in violation of Va.Code § 18.2-499. Counterclaim defendant MIZ, and third party defendant Lu have filed Answers. However, third party defendants Ratto, Kane, De Martinis, and JRM filed Answers concurrently with several motions to dismiss on October 30, 2006. Plaintiff MIZ eventually dismissed all of its claims with prejudice. In a September 28, 2007 Opinion and Order, Judge Kelley disposed of all of the motions to dismiss, with the exception of these motions to dismiss for lack of personal jurisdiction filed by Ratto, Kane, De Martinis and JRM. (Order, Sept. 28, 2007, Docket No. 146 at 17.) The Court permitted the parties to conduct limited discovery concerning personal jurisdiction, and because that discovery was ongoing, the Court advised the parties that it would address the motions to dismiss for lack of personal jurisdiction at a later time. Subsequently, with the hope of facilitating settlement, Judge Kelley apparently stopped further proceedings pending the outcome of a related case being litigated by many of the same parties in California. See Avganim v. Ratto, Case No. CV054204 (Cal.App. Dep’t Super. Ct.). A jury has now rendered a verdict in the California litigation. However, no settlement has taken place in this case, and the parties wish to go forward with this litigation. Third Party Defendants assert that they should not be subject to the personal jurisdiction of this Court because they do not have sufficient contacts with Virginia to make long-arm jurisdiction appropriate. For purposes of these jurisdictional motions alone, the Court finds that the following pertinent facts have been established, and the parties do not specifically disagree with them: • Ratto and Kane are California residents, and JRM is a California limited liability company. • Ratto and Kane own no property in Virginia. • JRM has no officers, directors, or employees, in Virginia, has paid no Virginia taxes, and has never sought a Virginia business license. • Ratto and Kane have visited Virginia only one time in their lives, which they allege was in connection with this litigation. • During their visit to Virginia, Ratto and Kane met with MIZ’s counsel, the law firm of Dunlap, Grubb & Weaver (“the Dunlap law firm”), in Virginia, and discussed “agreements and things.” • Although Ratto and Kane have both submitted affidavits stating that they do not personally transact business in Virginia, one of the Noble entities that Ratto and Kane previously either worked for or owned (their status is disputed) shows significant sales to Virginia. • JRM itself has had only three small sales in Virginia, which, in a related case, Judge Kelley found insufficient to subject JRM to the general personal jurisdiction of this Court. Hartford Casualty Ins. Co. v. JR Marketing, LLC, 511 F.Supp.2d 644 (E.D.Va. 2007). • JRM and MIZ entered into a licensing agreement with Virginia choice of law and choice of forum provisions. As part of the licensing agreement, JRM agreed to give MIZ certain information concerning some Noble entities and owners. In addition to the facts presented above, Noble has made numerous allegations which are disputed by the Third Party Defendants. The parties agreed amongst themselves to submit briefs, with exhibits attached as evidence, including affidavits, deposition testimony, invoices, emails, and agreements, for the Court’s consideration. Due to the stipulations by the parties as to how the Court should consider this information, as addressed below, the Court has reviewed all of this material and considered it as if an evidentiary hearing had occurred. (Hr’g Tr. 13-16, April 1, 2009, Docket No. 180). A credibility determination was not necessary. The evidentiary standard applied by a court is typically dictated by whether an evidentiary hearing is held on such a personal jurisdiction challenge. The parties have stipulated that the Court should consider the record as if an evidentiary hearing had taken place and apply the preponderance of the evidence standard. Having done so, as further explained below, the Court finds, for purposes of these jurisdictional motions only, that Noble has not provided evidence supporting the following allegations: • MIZ and the Third Party Defendants conspired to harm Noble and steal Noble’s business through unfair competition. • Thomas Dunlap (“Dunlap”), a partner with the Dunlap law firm who filed the Complaint in this case, contacted various Noble customers, outlining the lawsuit, requesting that customers discontinue purchasing locks from Noble and instead purchase locks from Third Party Defendants. • Dunlap acted as a MIZ sales representative for at least one potential customer and sought to convince such customer to discontinue purchasing locks from Noble and instead purchase the MIZ locks from JRM. The above disputed allegations were considered by the Court in its review of the evidence and analysis of personal jurisdiction, although they were not ultimately established as facts for purposes of these jurisdictional motions, primarily because Noble failed to provide even the most basic information reflecting that it, rather than other entities, was the target of the alleged conspiracy. The Court has analyzed below the various contacts to determine whether personal jurisdiction over the Third Party Defendants is appropriate. However, before doing so, the Court must comment on the presentation of the case. As noted above, the major challenge in this case is determining whether the third party plaintiff was the target of the alleged conspiracy. Noble itself is a counterclaim plaintiff and the only third party plaintiff. However, there are a number of entities referenced by the parties, many of which have similar names (most of which include “Noble” somewhere in the entity name). The Noble entities are businesses owned and managed by Meir Avganim and/or several of his relatives. No facts have been presented regarding any relationships between the entities, such as whether one entity is a subsidiary, parent, or agent of another, or has a right in some capacity to represent or act for another. Complicating matters further, Noble has not clearly distinguished between the various Noble entities when making its various allegations and arguments, which has not helped Noble in satisfying its burden to show that personal jurisdiction under the Virginia long-arm statute is appropriate here. Even Noble’s own submissions and arguments have contained contradictory statements. For example, Noble has asserted that it and related companies have distributed a computer lock called the “axial pin tumbler lock” to businesses in the United States since 1996. (Noble Supp. Brief, Docket No. 166 at 2.) However, Noble, the only third party plaintiff, was apparently not formed until 2003. (Hr’g Tr. 52, Dec 1, 2008, Docket No. 177.) Therefore, it would be impossible for Noble to have distributed the locks since 1996. The Court assumes that some other Noble entity distributed locks since 1996, but Noble has failed to establish such basic facts. After reviewing the briefs submitted by the parties and conducting oral argument regarding Noble’s assertion of personal jurisdiction pursuant to the Virginia long-arm statute, the Court realized that such briefs and argument did not address the implications of ESAB Group, Inc. v. Centricut, Inc., 126 F.3d 617 (4th Cir.1997) on personal jurisdiction over the Third Party Defendants under the RICO count. Therefore on March 30, 2009, the Court entered an Order directing that the parties review the case and address such issues during an on-the-record telephonic hearing. Such hearing took place on April 1, 2009. Noble argued that the Third Party Defendants were subject to personal jurisdiction of this Court by virtue of the nationwide service of process provision of RICO and the pendent personal jurisdiction that applies to the remaining claims. The Third Party Defendants argued that the RICO service of process provision did not subject them to this Court’s personal jurisdiction. After lengthy argument, the parties disclaimed any desire to file supplemental briefs and indicated they would rely on their oral arguments. The Court held another on-the-record telephonic hearing on April 6, 2009 as a result of receiving an April 2, 2009 letter from counsel for Noble reasserting a prior suggestion that the Court should consider certain documents submitted by Noble after the December oral argument. Because Noble asserts personal jurisdiction based upon Virginia’s long-arm statute and based upon the nationwide service of process provision in the RICO statute, and because any future absence of the RICO claim might require consideration of the remaining assertion of personal jurisdiction under the long-arm statute, the Court will address both arguments. II. Discussion A. Standard of review regarding long-arm jurisdiction This case comes before the Court in a unique procedural posture as a result of the actions and stipulations of the parties. On a defendant’s motion to dismiss for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), the burden is on the plaintiff to prove the grounds of jurisdiction by a preponderance of the evidence. Mylan Labs., Inc. v. Akzo, N.V., 2 F.3d 56, 59-60 (4th Cir.1993); Combs v. Bakker, 886 F.2d 673, 676 (4th Cir.1989). However, normally when a district court considers a Rule 12(b)(2) motion on the basis of papers alone without conducting an evidentiary hearing or without deferring ruling pending receipt at trial of the relevant jurisdictional evidence, the plaintiff must only prove a prima facie case of personal jurisdiction. See In re Celotex Corp., 124 F.3d 619, 628 (4th Cir.1997); Brooks v. Motsenbocker Advanced Devs., Inc., 242 Fed. Appx. 889 (4th Cir.2007 unpublished per curiam). In this case, no evidentiary hearing was conducted to determine whether personal jurisdiction exists, although the parties were permitted to conduct limited discovery regarding personal jurisdiction. Both parties attached to their briefs various documents, including affidavits and excerpts of deposition testimony which appear to be from the California litigation, as well as numerous invoices, emails, and agreements. During the initial oral argument, the Court noted that no witnesses were present and asked whether any evidence would be presented. Counsel for the Third Party Defendants responded that the parties are “relying on the papers and documents that have been submitted, the affidavits that have been submitted by the parties,” all of which were attached to the supplemental briefs. (Hr’g Tr. 2, Dec 1, 2008, Docket No. 177.) Counsel for Noble, the party with the burden on the motions, never presented testimony at the hearing, and never disputed the representation of counsel for the Third Party Defendants that both parties were “relying on the papers and documents that have been submitted, the affidavits that have been submitted by the parties.” (Id.) More importantly, counsel for both Noble and the Third Party Defendants agreed during oral argument that the proper standard the Court must use in reviewing the evidence is the preponderance of the evidence standard, not the prima facie standard. (Id. at 12:3-4, 62:13-14.) This issue was again discussed during the April 1, 2009 telephonic hearing, and the parties explicitly reiterated their desire that this Court apply the evidentiary hearing preponderance of the evidence standard. (Hr’g Tr. 13-16, April 1, 2009, Docket No. 180.) On that basis, the Court finds that counsel for each of the parties has stipulated that all documents presented to the Court as attachments to the briefs are properly before the Court and may be considered as evidence for the determination of personal jurisdiction just as if an evidentiary hearing had been held. B. Analysis of personal jurisdiction under Virginia long-arm statute “Personal jurisdiction” is the phrase used to express a court’s power to bring a person into its adjudicative process. Black’s Law Dictionary 857 (7th ed.1999). Federal district courts may exercise such personal jurisdiction “only to the degree authorized by Congress under its constitutional power to ‘ordain and establish’ the lower federal courts.” ESAB Group, Inc., 126 F.3d at 622. Furthermore, before “exercising personal jurisdiction over a defendant, a federal court must have jurisdiction over the subject matter of the suit, venue, ‘a constitutionally sufficient relationship between the defendant and the forum,’ and ‘authorization for service of a summons on the person.’ ” Id. Federal Rule of Civil Procedure 4(k)(l) provides that “[sjervice of a summons or filing a waiver of service is effective to establish [a federal court’s] jurisdiction over the person of a defendant” if such service is accomplished on a defendant whom the law has made amenable to the court’s process. Id. Rule 4(k) describes several sources authorizing service to effect personal jurisdiction, including service pursuant to state law or federal statute. Id. When service of process is authorized by Federal Rule of Civil Procedure 4(k)(1)(A), such service is sufficient to exercise jurisdiction over a defendant, “so that any challenge to the personal jurisdiction requires [this Court] to assess the jurisdiction of the court in the state where the district court is located.” Id. “Since [personal] jurisdiction of a state court is limited by that state’s laws and by the Fourteenth Amendment,” id., in order to determine that it has personal jurisdiction over a defendant, a district court must conduct a two-part analysis. Peanut Corp. of Am. v. Hollywood Brands, Inc., 696 F.2d 311, 313 (4th Cir.1982). First, the district court must consider whether personal jurisdiction is authorized by the forum state’s long-arm statute. Mitrano v. Hawes, 377 F.3d 402, 406 (4th Cir.2004). Second, if the exercise of such personal jurisdiction is authorized, the defendant must have sufficient minimum contacts with the forum state to meet the requirements of the Due Process Clause of the Fourteenth Amendment. Id.; see also Consulting Engineers Corp. v. Geometric Ltd., 561 F.3d 273, 276-77 (4th Cir.2009), Christian Sci. Bd. of Dirs. of the First Church of Christ Scientist v. Nolan, 259 F.3d 209, 215 (4th Cir.2001). The Virginia long-arm statute provides multiple bases for the exercise of personal jurisdiction. See Va.Code § 8.01-328.1. Noble asserts that a number of these bases apply in the current case, particularly Va.Code §§ 8.01-328.1(A)(1)-(3). These provisions allow the Court to “exercise personal jurisdiction over a person, who acts directly or by an agent, as to a cause of action arising from the person’s transacting any business in the Commonwealth,” “contracting to supply services or things in this Commonwealth,” or “causing tortious injury by an act or omission in this Commonwealth.” Va.Code §§ 8.01-328(A)(1)-(3). Both the state and federal courts have found that “Virginia’s long-arm statute extends personal jurisdiction to the extent permitted by the Due Process Clause.” Young v. New Haven Advocate, 315 F.3d 256, 261 (4th Cir.2002). “Because Virginia’s long-arm statute is intended to extend personal jurisdiction to the extent permissible under the due process clause, the statutory inquiry merges with the constitutional inquiry.” Consulting Engineers Corp., 561 F.3d at 276-77; see Care-first of Md., Inc. v. Carefirst Pregnancy Ctrs., Inc., 334 F.3d 390, 396-97 (4th Cir. 2003). The United States Supreme Court has recognized two types of personal jurisdiction: general and specific. Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 411, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). Either of these will support the exercise of personal jurisdiction. General personal jurisdiction exists when a defendant has “continuous and systematic” contacts with the forum state. Saudi v. Northrop Grumman, 427 F.3d 271, 276 (4th Cir.2005). A defendant subject to general personal jurisdiction may be sued in the forum state for any reason, regardless of where the relevant conduct occurred. See Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 438, 72 S.Ct. 413, 96 L.Ed. 485 (1952). Furthermore, to support general personal jurisdiction, it is not necessary that the underlying facts of the suit arose out of or were related to the defendant’s jurisdictional contacts with the forum state. Helicopteros, 466 U.S. at 411 n. 9, 104 S.Ct. 1868. A defendant who is not subject to the general jurisdiction of a court may still be subject to specific jurisdiction if the suit is for a claim arising from or related to the defendant’s activities within the state. Id. at 411 n. 8, 104 S.Ct. 1868. The Court must therefore determine whether general or specific personal jurisdiction may be appropriate over the Third Party Defendants. 1. general personal jurisdiction Before analyzing general personal jurisdiction, the Court acknowledges that many of the facts relevant to the analysis of general personal jurisdiction over Ratto, Kane and JRM have already been decided by Judge Kelley in his decision regarding a case peripherally related to this matter, Hartford Casualty Ins. Co. v. JR Marketing, LLC, 511 F.Supp.2d 644 (E.D.Va. 2007). In his decision, Judge Kelley found that the Court could not exercise general personal jurisdiction over Ratto, Kane, and JRM because they had not maintained continuous and systematic contacts with Virginia. Id. at 648; see Consulting Engineers Corp., 561 F.3d at 276 n. 3. Judge Kelley made the following observations: Ratto and Kane only visited Virginia once, allegedly in connection with litigation; JRM does not have an office in Virginia, and does not regularly conduct business here; and, JRM has made only three small transactions in Virginia, one of which was sending a sample computer lock to a potential customer. Hartford Casualty Ins. Co., 511 F.Supp.2d at 648. Similar facts have been presented here, and this Court agrees with Judge Kelley’s decision regarding general personal jurisdiction over these defendants based on those facts. Those facts are consistent with what Noble has alleged in this case, although Noble has not relied upon those facts for its argument that the Third Party Defendants are subject to general personal jurisdiction in this matter. Noble argues that the three Virginia sales by JRM (which were before Judge Kelley), when combined with the other new facts alleged in this case, are sufficient to support general jurisdiction. Those new facts consist of invoices of a separate company reflecting sales to Virginia, which argument is addressed below. Therefore, this Court will only consider the additional new facts relevant to this matter, as argued by Noble, when deciding whether they cumulatively support the exercise of general personal jurisdiction. a. Jane Ratto Noble has attached numerous invoices showing sales to Virginia by a different counterclaim plaintiff, Noble Lock Enterprises, Inc. (NLEI). Third Party Plaintiff Noble argues that, since Kane and Ratto claim to own NLEI, these NLEI invoices provide evidence that the Court has personal jurisdiction over Ratto and Kane based on NLEI’s sales in Virginia. Ownership of NLEI has been bitterly disputed by the parties, both in this matter and in litigation in California. Kane and Ratto assert that they, along with Ratio’s husband, own NLEI. Noble, on the other hand, asserts that Shimon Yair, a relative of Meir Avganim, is the owner of NLEI, which the California court found to be true in its decision. See Avganim v. Ratto, Case No. CV054204 (Cal.App. Dep’t Super. Ct.). However, as explained below, this Court finds that, for purposes of establishing personal jurisdiction in this matter, ownership of NLEI is not relevant and need not be considered by this Court for purposes of determining personal jurisdiction. Furthermore, during the April 1, 2009 telephonic hearing, Noble disclaimed any effort to argue that the California finding has preclusive effect in this case. (Hr’g Tr. 21-22, April 1, 2009, Docket No. 180.) Therefore, this Court does not rely upon the California court’s decision as to ownership of NLEI. As a general rule, each defendant’s contacts with a forum state must be assessed individually. Calder v. Jones, 465 U.S. 783, 790, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984) (jurisdiction over the employer and employee is measured separately). The contacts of each officer or employee must be judged separately from those of the corporation. Id. (“Petitioners are correct that their contacts with California are not to be judged according to their employer’s activities there. On the other hand, their status as employees does not somehow insulate them from jurisdiction.”). Noble argues that Ratto and Kane were really employees of NLEI. Ratto and Kane argue that they were independent contractors of NLEI, in addition to being the owners. However, for purposes of deaiding personal jurisdiction, this Court need not consider Ratto and Kane’s employee or independent contractor status because, in evaluating each defendant’s individual contacts with the forum, the Court finds that, in either case, the NLEI sales invoices do not establish general jurisdiction over Ratto and Kane. The NLEI invoices, submitted with Noble’s supplemental brief, show a significant number of computer lock sales to Virginia for a period of time beginning in early 2004 and ending in late 2005. The invoice reflecting the highest dollar amount of sales was for $171,959.98. Other invoices reflect sales as small as $23.95. The invoices include a box labeled “Rep”, which is presumably to reflect the representative responsible for the sales. The invoices for NLEI indicate representatives with the initials “J”, “SH,” “Scott,” “Richa,” or no initial or name at all. Noble appears to believe that the invoices with “J” shown as the representative indicate that Ratto (whose first name is Jane) was responsible for the sales. However, nowhere in its discovery submission has Noble established that the “J” in the invoice box somehow shows that Ratto was responsible for those sales in Virginia through NLEI. Noble has attached deposition testimony and affidavits by Ratto, but this matter of the NLEI invoices has not been addressed. Instead, Ratto has submitted sworn affidavits that she has never personally transacted business in the Commonwealth of Virginia. Noble has not sustained its burden of establishing that the NLEI invoices sent to Virginia show otherwise. Ratto has never conceded that she was the sales representative responsible for the sales to Virginia where “J” is listed as the representative. In her brief, Ratto’s counsel came close to making such a concession by arguing that “[t]he attached invoices clearly show that Jane Ratto transacted business in Virginia on behalf of NLEI.” (Third Party Defendants’ Supp. Brief, Docket No. 171 at 13.) However, that sentence could just as easily refer to Ratto acting pursuant to her alleged ownership of NLEI, not that Ratto made the sales to Virginia as either an employee or independent contractor. The invoices with “J” span an extensive time throughout 2004 and 2005. The sales amounts on the various invoices are most commonly $1,149.60, and the other invoices typically reflect a minimum sale of at least several hundred dollars. Given that the Virginia invoices show a significant dollar amount of sales over an extensive period of time, such invoices might have sufficiently established the “continuous and systematic” contacts necessary to establish general jurisdiction if the representative responsible for such sales had been established. However, without a showing that Ratto personally was responsible for those sales to Virginia, Noble has not sustained its burden of proof for establishing that Ratto is subject to the general personal jurisdiction of this Court. b. Penelope Kane Noble’s argument regarding general personal jurisdiction over Kane is similarly based on Kane’s 1) asserted ownership of NLEI, 2) employee or independent contractor status, and 3) the NLEI invoices. Because the Court has addressed these same arguments above regarding Ratto, there is no need to restate the analysis here. However, the Court does observe that there is much less basis for asserting general personal jurisdiction over Kane because none of the NLEI invoices reflect anything remotely similar to Kane’s name or initials in the box indicating the representative responsible for the sale. Like Ratto, there is no evidence that Kane was responsible for any NLEI sales to Virginia. Instead, Kane also has submitted a sworn affidavit stating that she personally does not transact business in Virginia. Therefore, Noble has not sustained its burden of proof for establishing that Kane is subject to the general personal jurisdiction of this Court. c. JRM As discussed earlier, no new facts different from those considered by Judge Kelley have come to light regarding any sales by JRM to Virginia or any other continuous and systematic contacts which might subject JRM to the general personal jurisdiction of this Court. For that reason, this Court agrees with Judge Kelley’s previous ruling that JRM is not subject to the general personal jurisdiction of this Court. Therefore, since there is no general personal jurisdiction over Ratto, Kane and JRM, as they have not maintained continuous and systematic contacts with Virginia, the Court must consider whether it may exercise specific personal jurisdiction over the Third Party Defendants. 2. specific personal jurisdiction When considering the Fourteenth Amendment due process required to justify the exercise of personal jurisdiction pursuant to a state long-arm statute, the Supreme Court has recognized that a district court may exercise specific personal jurisdiction over a defendant only if the defendant has sufficient “minimum contacts” with the forum state. See Int’l Shoe, 326 U.S. at 316, 66 S.Ct. 154. One who enjoys the privilege of conducting business in the forum state _ should also bear the reciprocal obligation of answering to legal proceedings in that forum state. See id. at 319, 66 S.Ct. 154. A single act by a defendant may be sufficient to satisfy the necessary “quality and nature” of such minimal contacts, although “casual” or “isolated” contacts are insufficient. Id. at 317-18, 66 S.Ct. 154; see also McGee v. Int’l Life Ins. Co., 355 U.S. 220, 223-24, 78 S.Ct. 199, 2 L.Ed.2d 223 (1957) (recognizing jurisdiction on basis of defendant’s single contact with the forum state). A defendant will not be subject to personal jurisdiction without “ ‘fair warning that a particular activity may subject [him] to the jurisdiction of a foreign sovereign.’ ” Burger King Corp., 471 U.S. 462, 472, 105 S.Ct. 2174, 85 L.Ed.2d 528 (quoting Shaffer v. Heitner, 433 U.S. 186, 218, 97 S.Ct. 2569, 53 L.Ed.2d 683 (1977) (Stevens, J., concurring in judgment)). In addition, “the defendant’s actions must be directed at the forum state in more than a random, fortuitous, or attenuated way.” ESAB Group, Inc., 126 F.3d at 625. “Because a sovereign’s jurisdiction remains territorial, to justify the exercise of personal jurisdiction over a non-resident defendant, the defendant’s contacts with the forum state must have been so substantial that ‘they amount to a surrogate for presence and thus render the exercise of sovereignty just.’ ” Consulting Engineers Corp., 561 F.3d at 276-77. The Fourth Circuit has expressed the due process requirements for asserting specific personal jurisdiction through a three part test in which it considers “(1) the extent to which the defendant purposefully availed himself of the privilege of conducting activities in the State; (2) whether the plaintiffs claims arise out of those activities directed at the State; and (3) whether the exercise of personal jurisdiction would be constitutionally reasonable.” Consulting Engineers Corp., 561 F.3d at 278. The first prong expresses the minimum contacts requirement of constitutional due process that the defendant purposefully avail himself of the privilege of conducting business under the laws of the forum state. Id. If, and only if, the Court finds that a plaintiff has satisfied this first prong of the test for specific jurisdiction does the Court move on to a consideration of prongs two and three. Id. If a plaintiff satisfies prong two, then and only then does the Court move on to prong three. Id. Noble has identified a number of “contacts” which it claims subject the Third Party Defendants to this Court’s specific personal jurisdiction. It relies upon the following: 1) the license agreement signed by JRM and MIZ (a contract with Virginia choice of law provisions), 2) the fact that the Third Party Defendants allegedly forwarded Noble’s confidential business information (customer contact information) to attorneys in Virginia pursuant to the express terms of the license agreement, 3) the actions taken by the Dunlap firm as the alleged agent for the Third Party Defendants, and 4) the Third Party Defendants’ interaction -with MIZ and its counsel in the alleged conspiracy to harm Noble by intentionally filing a merit-less patent infringement lawsuit against Noble in Virginia in order to discredit Noble and steer Noble customers to JRM. a. licensing agreement In arguing that this Court may properly exercise personal jurisdiction over the Third Party Defendants via the Virginia long-arm statute, Noble attempts to rely on a licensing agreement signed by JRM and MIZ with Virginia choice of law and choice of forum provisions. However, with the exception of the actual agreement that was submitted to the Court, the Court has very few facts available to determine whether the contract may serve as a basis for establishing personal jurisdiction over the Third Party Defendants. The Fourth Circuit has found that the Virginia long arm statute “does not extend to a contract formed and performed outside Virginia.” Promotions, Ltd. v. Brooklyn Bridge Centennial Comm., 763 F.2d 173, 175 (4th Cir.1985). Furthermore, “[a] contract which is accepted and becomes effective in another forum generally will not satisfy minimum contacts.” Superfos Invs. Ltd. v. First-Miss Fertilizer, Inc., 774 F.Supp. 393, 398 (E.D.Va.1991). However, specific personal jurisdiction is appropriate for causes of action arising out of the consummation of a contract in Virginia between a nonresident and a Virginia citizen because such actions constitute “transacting business” under the long-arm statute and comport with the minimum contacts requirements of the Due Process Clause. Viers v. Mounts, 466 F.Supp. 187, 190-91 (W.D.Va.1979) (noting that mere contract negotiations carried out in Virginia between a state citizen and a nonresident with execution and performance of the contract in a foreign forum is not sufficient transaction of business to assert personal jurisdiction over the defendant). When a court determines whether the consummation of a contract provides a sufficient basis for personal jurisdiction, the court must consider: “1) where the contract was negotiated and executed, 2) who initiated the contact, 3) the extent of the communications, both telephonic and written, between the parties, and 4) where the obligations of the parties under the contract were to be performed.” Decision Insights, Inc. v. Quillen, No. 05-0335, 2005 WL 2757930, *5, 2005 U.S. Dist. LEXIS 27482, at *14 (E.D.Va. Oct. 21, 2005) (citing Affinity Memory & Micro v. K&O Enters., 20 F.Supp.2d 948, 952 (E.D.Va.1998)); see also Masselli & Lane, PC v. Miller & Schuh, PA No. 99-240, 215 F.3d 1320, 2000 WL 691100, *3, 2000 U.S.App. LEXIS 11932, at *7 (4th Cir. May 30, 2000). Telephone calls, letters, and faxes alone are insufficient to form a basis for personal jurisdiction. Initiatives Inc. v. Korea Trading Corp., 991 F.Supp. 476, 479 (E.D.Va.1997); Superfos, 774 F.Supp. at 397-98; Unidyne Corp. v. Aerolineas Argentinas, 590 F.Supp. 391, 396 (E.D.Va. 1984). In Initiatives, none of the foreign defendant’s officers, directors, or employees visited Virginia in connection with the contract. Initiatives, 991 F.Supp. at 479. The correspondence, meeting agenda, and the contract itself did not contain any indications that the foreign defendant expected the plaintiff to conduct business on its behalf in Virginia. Id. The court found that the defendant had not purposefully availed itself of the benefits and protections of Virginia law, and there was no specific jurisdiction over the defendant. Id. at 480. Although separately addressed in the context of general jurisdiction rather than specific jurisdiction, the Initiatives court rejected reliance on Virginia choice of law provisions in a contract to support personal jurisdiction and cited Burger King for the proposition that choice of law provisions are relevant as a factor in determining whether a defendant purposely availed itself of the relevant state’s laws, but that the choice of law provisions cannot alone establish jurisdiction. Id.; see Consulting Engineers Corp., 2009 WL 738165, at *5 (choice of law provision standing alone would be insufficient to confer personal jurisdiction). On the other hand, the Fourth Circuit has recognized that where telephonic negotiations occurred with one of the participants located in Virginia, and numerous written communiques between the parties were sent to and received in Virginia, “[tjhere was sufficient ‘contracting’ in Virginia to amount to the transaction of business from which the cause of action arose.” Peanut Corp. of Am. v. Hollywood Brands, Inc., 696 F.2d 311, 314 (4th Cir.1982). In this case, Noble has not met its burden of proof for the exercise of specific personal jurisdiction over the Third Party Defendants based on the licensing agreement between JRM and MIZ. The Court notes at the outset that Noble is not even a party to the agreement in question, and the choice of law provisions contained in the agreement presumably apply only to disputes that may arise between the actual parties to the agreement. Second, the agreement is between a California limited liability company, JRM, and a Taiwanese corporation, MIZ. No Virginia resident was involved other than (presumably) the Dunlap law firm, which represented MIZ, but was not a party to the licensing agreement. Third, in their brief and during oral argument, Third Party Defendants asserted that the agreement was actually executed in Nevada, not Virginia, which assertion Noble did not dispute during oral argument. (Third Party Defendants’ Supp. Brief, Docket No. 171 at 14; Hr’g Tr. 18, Dec. 1, 2008, Docket No. 177.) Fourth, the extent of the communications to and/or from Virginia is unclear. Ratto and Kane visited Virginia once, which was allegedly partially in connection with the licensing agreement, and such negotiations allegedly took several months to complete. However, there is no evidence regarding where and how the rest of the communication and negotiation regarding the licensing agreement took place and between what entities or persons it was negotiated. In addition, the obligations of the parties under the agreement do not provide sufficient ties with Virginia so as to establish personal jurisdiction over the Third Party Defendants. Finally, as discussed in detail below, the licensing agreement did not even necessarily affect Noble (as opposed to some other Noble entity), so it is difficult to see how Noble’s claims could arise from the licensing agreement and make specific personal jurisdiction appropriate. In short, the Court cannot exercise specific personal jurisdiction over the Third Party Defendants based upon the agreement between JRM and MIZ when the facts regarding such agreement lack sufficient clarity to allow the Court to make a determination as to whether the Third Party Defendants have availed themselves of the benefits and protections of Virginia law. Consulting Engineers Corp., 561 F.3d at 278 (no need to consider second and third prongs of specific personal jurisdiction test if first prong — availing itself of privilege of conducting activities in state — is not satisfied). b. customer information allegedly forwarded to attorneys Noble alleges that the Third Party Defendants forwarded Noble’s confidential business information (customer contact information) to attorneys in Virginia pursuant to the express terms of the contract between JRM and MIZ. However, the Court finds this factor insufficient — even as alleged — to support the exercise of specific personal jurisdiction over the Third Party Defendants. First, the express terms of the “Lock Supply, Distribution & Licensing Agreement” between MIZ and JRM require JRM to provide information to MIZ, not MIZ’s Virginia counsel, regarding the businesses, activities or operations of some of the Noble entities. Most importantly, Noble, the third party plaintiff in this matter, is not listed as one of the entities about whom JRM was to provide information to MIZ. The agreement provides as follows: Within five (5) business days after execution of this Agreement, [JRM] shall use its reasonable commercial efforts to provide to [MIZ] any and all available information, tangible or otherwise, known to [JRM], in [JRM’s] possession, or otherwise capable of being obtained by [JRM], relating to the import/export businesses, activities or operations of the following named parties, unless such information is privileged or [JRM’s] legal counsel otherwise advises [JRM] that it should not disclose such information: (A) Noble Enterprises, LTS., an Israeli limited company, (“Noble”) [sic], (B) Meir Avganim, an individual and the person responsible for overseeing Noble, (c) [sic] Office Security, Inc. (“Office Security”), (D) Shimon Yair, and [sic] individual, who claims to be the sole owner of Noble Locks Enterprises, Inc. (“NLEI”). [JRM] shall continue to supplement any information provided to Seller pursuant to this subsection on an on-going basis. (Agreement § 5(b)(ii), Oct. 31, 2005, Noble Supp. Brief Ex. 9 at 4, Docket No. 166.) In a deposition excerpt provided to the Court, Ratto admitted that, at some point, she shared customer contact information. However, the deposition testimony provided is not clear as to whether Ratto provided the customer information to MIZ directly or whether she provided it to MIZ’s counsel. Furthermore, the deposition testimony adds further confusion regarding whether Noble’s customer information was shared or whether it was customer information for some other Noble entity. The Court notes that the reference to “Noble” contained in the deposition testimony below likely refers to Noble Enterprises, LTS, rather than Noble Security, Inc., the third party plaintiff in this case that is simply referred to as “Noble” throughout this Opinion and Order, because the language in the deposition question seems to indicate that the questioner was reading from the licensing agreement, which references “Noble” as Noble Enterprises, LTS, rather than Noble Security, Inc. Q. Ms. Ratto, when did you agree with MIZ Engineering to provide them with all of the information that you had about Noble, Noble Locks Enterprises, Office Security, Shimon Yair, Meir Avganim, including any claims for patent infringement, false advertising, false marketing, disgorgement of profits and any other information that you had about the Avganims or their businesses? [...] A. Well, MIZ came — we had a lawsuit because every lock I ever sold infringed and so therefore MIZ tried to sue us and in turn for not suing us, we had to give information to them. And I believe it’s in the contract. Q. Did you provide MIZ Engineering with all of your customer contact information so that their attorney, Thomas Dunlap, could contact those customers? A. I provided them with a lot of customer contacts because they wanted to send a letter out, telling those customers not to infringe. [... ] They [MIZ] were a supplier and we had an agreement with them. [... ] Q. None of MIZ’s— A. A 30-page agreement that took about two months to do. Q. I thought your customer list was private and proprietary, Ms. Ratto, and you didn’t intend to share it with anyone? [... ] A. I didn’t give them my customer list, I gave them certain customers, primary customers. Q. The customers who were buying Noble Locks? A. So they could send a stop-and-cease letter out to them. Q. Even though you told the court that your information was private and proprietary, you kept it to yourself within your company and within your own employees; isn’t that right? A. Correct. You know, it shouldn’t have been given to them, but it was. Q. Who gave it to them? A. I did on the request of the attorney or — counsel, I mean. (Ratto Dep. 1190:22-1191:18 and 1193:23-1194:25, Noble Supp. Brief Ex. 5, Docket No. 166.) It is clear from Ratto’s deposition testimony that customer contact information was provided to either MIZ or to MIZ’s attorney. However, the record is unclear as to who received the customer information provided by Ratto and is further unclear as to whether third party plaintiff Noble Security, Inc.’s customer information was even part of that disclosure. Noble has not even attempted to provide a list of its customers whom it alleges may have been contacted by the Dunlap law firm or the Third Party Defendants. Given the complete lack of clarity in the evidence submitted by Noble, and the total lack of evidence as to whether any Noble customer information was even disclosed, Noble has not established that the Third Party Defendants forwarded Noble’s confidential business information to attorneys in Virginia pursuant to the express terms of the licensing agreement. Therefore, the Court cannot exercise specific personal jurisdiction on this basis because it cannot be said that Third Party Defendants availed themselves of the privilege of conducting activities in the state, or that Noble’s claims arise out of the activities allegedly directed at Virginia by the Third Party Defendants. Consulting Engineers Corp., 561 F.3d at 278. c. MIZ’s counsel as agent for Third Party Defendants During oral argument, Noble suggested that the Third Party Defendants are subject to the personal jurisdiction of this Court because the Dunlap law firm, which had offices in Virginia and Washington D.C., acted as an agent for the Third Party Defendants and solicited customers for a joint venture with MIZ, in violation of the Lanham Act. The Fourth Circuit and other courts have found that personal jurisdiction may be based on contacts made by authorized agents. Consulting Engineers Corp., 561 F.3d at 278 (purposeful availment may be found based in part on whether defendant maintains agent in forum state); Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 290 F.3d 42, 55-60 (1st Cir.2002) (agent’s acts may be attributed to principal for jurisdictional purposes when, under standard agency principles, agent is authorized to act on behalf of principal or principal ratifies agent’s conduct); see also Williamson v. Petrosalch Joint Stock Co., 952 F.Supp. 495, 498 (S.D.Tex.1997) (actions by agents may be used to assert jurisdiction over principal if agency relationship is established). The Court must therefore determine whether Dunlap was acting as an agent for the Third Party Defendants. “In determining whether an agency relationship exists, the critical test is the nature and extent of control exercised by the purported principal over the agent.” Butterworth v. Integrated Resources Equity Corp., 680 F.Supp. 784, 789 (E.D.Va.1988). Even if no actual agency exists, one party may be held to be an agent of a second party on the basis that the first party has been held out by the second party in such a way that reasonably induces reliance on the appearance. Crinkley v. Holiday Inns, Inc., 844 F.2d 156, 166 (4th Cir.1988). Generally, apparent agency occurs when it is the principal, rather than the agent, who represents or holds out to others that agency exists. In re MBA, Inc., 51 B.R. 966, 973 (Bankr. E.D.Va.1985). Therefore, “[a]n apparent agent is one who reasonably appears to third persons, because of manifestations of another, to be authorized to act as agent for such other.” Lynn v. Farm Bureau Mut. Auto. Ins. Co., 264 F.2d 921, 924 (4th Cir.1959). In this case, Noble has not sustained its burden of showing that Dunlap acted as an agent for the Third Party Defendants. Dunlap acted as the attorney for MIZ, and it is clear that Dunlap acted as an agent for MIZ. However, the record before the Court does not establish that the Third Party Defendants exercised the requisite control over Dunlap such that he was their agent, nor does such discovery reflect that the Third Party Defendants ever represented to third parties that such an agency relationship existed so as to create an apparent agency. Dunlap’s email of January 13, 2006 reflects business representation and proposed sales to a potential customer. (See Jan. 13, 2006 email from Dunlap to Michalski, Lu, and “Benson-MIZ”, Noble Supp. Brief Ex. 11, Docket No. 166.) Dunlap was acting as a liaison with a potential customer who wanted “ ‘timeframes, financial terms, pricing, assurances against supply interruption etc’ [sic] for our proposal that [the customer] discontinue all sales of the Noble Lock.” (Id.) That email was subsequently forwarded by Marc Michalski (“Michalski”), the MlZ United States Sales Director, to Ratto, and to Kane, with the statement “please provide Tom the info below so we can get this rollingf.]” (Jan. 13, 2006 email from Michalski to Ratto and Kane, Noble Supp. Brief Ex. 11, Docket No. 166.) However, what is missing from the record is what the Third Party Defendants did in response to Dunlap’s request for information to forward to the potential customer. Such a response might possibly have shown that the Third Party Defendants were holding out the Dunlap law firm as their agent so as to create an apparent agency — but no such information appears in the record before the Court. The Court sees no evidence that the Third Party Defendants exercised the necessary control over Dunlap to create an agency relationship or that the Third Party Defendants held out Dunlap as their agent. However, Dunlap was clearly an agent for MIZ. The letter that Dunlap sent regarding the alleged infringement and lawsuit states that Dunlap represents MIZ. There does not appear to have been much, if any, direct interaction between the Dunlap law firm and the Third Party Defendants. MIZ’s United States Sales Director, Michalski, coordinated the Dunlap law firm’s actions where they relate to the dealings with the Third Party Defendants. Michalski requested information from the Third Party Defendants for use by Dunlap (including potential pricing information, as well as approval of a draft letter to be sent to customers regarding the infringement), forwarded an email from Dunlap to Ratto and Kane so that they could work together in obtaining interpled funds, and sent a copy of the drafted complaint to the Third Party Defendants, among other things. (See Noble Supp. Brief Exs. 11, 12, and 21, Docket No. 166.) These emails show that the interaction between the Dunlap law firm and the Third Party Defendants generally occurred through MIZ, rather than directly. Noble has not met its burden of showing that the Third Party Defendants are subject to the specific personal jurisdiction of this Court based on the Dunlap law firm’s actions, as alleged agent for the Third Party Defendants, because Noble has not established that such an agency relationship, either actual or apparent, existed. Therefore, on this record, it cannot be said that the Third Party Defendants engaged in purposeful availment, under the first part of the due process test, nor that Noble’s claims arise out of activities directed at Virginia by the Third Party Defendants, under the second part of the due process test. Consulting Engineers Corp., 561 F.3d at 278. d. conspiracy between MIZ and Third Party Defendants Noble alleges that the Third Party Defendants should be subject to the specific personal jurisdiction of this Court because they were part of a conspiracy to harm Noble, and assisted MIZ’s attorneys in Virginia in filing a meritless patent infringement lawsuit against Noble in this Court to discredit Noble and to steer Noble customers to JRM. In support of these allegations, Noble points to Ratio’s deposition testimony, as discussed above, where she admitted to giving either MIZ or MIZ’s counsel customer information. However, as previously noted, it was not established whether Noble’s customer information was given versus information belonging to some other entity. Noble has provided other evidence to support its theory that MIZ, Ratto, Kane, and JRM were all part of a conspiracy, although the evidence does not necessarily show a conspiracy to harm Noble. The evidence provided by Noble includes the following: • Michalski, MIZ’s United States Sales Director located in Florida, drafted a letter to be sent to “Customers” stating that MIZ and Royal Locks (otherwise known as JRM) are now partners, that only Royal Locks is authorized to distribute the locks, and that any other supplier offering the locks is infringing on the MIZ patent. Michalski forwarded the draft of the letter to Ratto via email dated October 10, 2005, although there is no evidence that such a letter was ever sent to any customers. (Noble Supp. Brief Ex. 13, Docket No. 166.) • Michalski sent an email to Dunlap, Francisco Lu, Ratto, Kane, “Benson Lu” and DeMartinis on December 6, 2005 regarding the letters to customers saying that “[a]s requested Tom [Dunlap] will draft a letter to customers today to announce the noble [sic] infringement of our patent. And he will tell them of the action were [sic] taking. He will even include a copy of the lawsuit so if we deem it appropriate we can show the customer that as well [sic].” (Noble Supp. Brief Ex. 14, Docket No. 166.) • Dunlap sent an email to Ratto and Kane on January 9, 2006 with the subject line “letter to hp [sic]” stating in the body of the email “here is what ed has been sent [sic].” The email attached a document titled “Notice of claim letter to HP.pdf” which is the letter apparently sent by Dunlap to Mr. Ed Hardin at HP via fax and email on December 7, 2005. In his letter, Dunlap states that he represents MIZ and that a complaint was filed against “Noble Enterprises Ltd., a number of affiliated companies and the principals of Noble (the ‘Noble Parties’).” Among other statements, Dunlap’s letter states that Royal Locks is MIZ’s authorized distributor. The letter goes on to say that “MIZ requests that you immediately discontinue all sales of locks manufactured or sold to HP by Noble and purchase all lock requirements from Royal Locks as an authorized distributor.” The letter further requests that all references to the allegedly infringing product be removed from HP’s website and replaced with the MIZ product information. In return, the letter offers that “MIZ will release all claims against HP for past infringing sales” and “indemnify and hold harmless HP of any claim by Noble Lock [sic].” The letter also provided Dunlap’s contact information. (Noble Supp. Brief Ex. 15 at 1-2, Docket No. 166.) • A similar letter, which may be a draft, dated December 7, 2005 was provided by Noble as evidence; however, this letter is addressed to “Dear Sir or Ma‘am” and shows no address line. This letter similarly states that a lawsuit was filed against “Noble Enterprises Ltd., a number of affiliated companies and the principals of Noble (the ‘Noble Parties’).” The letter also states that “purchasing a lock utilizing the '203 patent from any Defendant named in the aforesaid Complaint may subject the purchase to liability for sales to end users of the lock product.” Another draft of a letter is dated February 14, 2006 and begins “Dear _,” This draft provides an update regarding the status of the litigation as it pertains to some of the specific parties. The letter also states “[MIZ] is very interested in selling you the above push button locking mechanism and any housing components fully assembled. This would be a direct from the manufacturer sale (direct from MIZ).” Royal Locks is not mentioned in this letter, which does not appear to have been sent to anyone specifically. (Noble Supp. Brief Ex. 17 at 1-2, Docket No. 166.) • As discussed above, Dunlap may have been involved in sales for a potential customer, HP, who received the above referenced letter from Dunlap. In a January 13, 2006 email to Michalski, Francisco Lu and “Benson-MIZ”, Dunlap says “[p]er the e-mail just sent to HP’s counsel, things are progressing well. I have received an original letter via overnight courier from HP requesting ‘timeframes, financial terms, pricing, assurances against supply interruption etc’ for our proposal that HP discontinue all sales of the Noble Lock. Please contact me, or have Penelope and Jane forward the information to me so that I may send it to HPs counsel in order to evaluate our claim and proposal to sell locks from MIZ.” Michalski then forwarded that email to Ratto and Kane and stated “please provide Tom the info below so we can get this rolling.” (Noble Supp. Brief Ex. 11 at 1, Docket No. 166.) • In a January 9, 2006 email to Ratto, Kane, and Michalski, Francisco Lu stated that he “heard today that Polox had placed a new order of toolings on new locks” and requested “[p]lease continue finding Meir’s websites and sales points so we can nail him.” Kane responded “We need to know which lock this is? ? ? Mr. Yang needs to give us a copy of the PO? ?” After Francisco Lu responded that Mr. Yang would not give them information, Ratto responded “Maybe you can talk to him and tell him that we are just getting out supply and NOW ALL CUSTOMERS WILL BE COMING OUR WAY SO HE IS SHOULD [sic] BE WISE AND THINK ABOUT WHAT HE IS DOING!!! IT WILL NOT HAPPEN OVERNIGHT BUT I WILL GUARANTEE THAT IT WILL HAPPEN.” (Noble Supp. Brief Ex. 18 at 1-2, Docket No. 166.) • Kane provided various pieces of biographical information to the Dunlap law firm about the various Noble entities in order to assist with preparing the original complaint in this action. Ratto and Kane were also requested to let Michalski know “[a]s soon as you have confirmation as to where Meir is” so that he* could be served. Michalski requested the address of the “Noble warehouse” in Texas from Kane because “were [sic] chasing Meir around Texas now.” (Noble Supp. Brief. Ex. 19 at 1-4, Docket No. 166.) • On November 14, 2005, Kane requested “research re: Avganim research on Innovative” adding that “[o]ur MIZ attorneys need it.” She also shared that “Jane and I flew to Washington to meet with attorneys and we are really tired.” (Noble Supp. Brief Ex. 20 at 1, Docket No. 166.) • On November 29, 2005, MIZ sent Rat-to and Kane a first draft of the complaint in this matter that was being prepared by the Dunlap law firm. Michalski’s email said “I didn’t send this to you wink wink [sic].” (Noble Supp. Brief Ex. 21, Docket No. 166.) • In a December 1, 2005 email to Ratto and Kane regarding declarations for them to sign, Michalski said “Francisco is saying who is going to know your [sic] not telling the complete truth so if the statements are close to true please leave them be. It is your word against Sloan and Meir’s. The closer we can stick to these statements, the more we can hurt Meir and Sloan back. He said wouldn’t they do it to us? So please try to call me right away so we can all discuss this.” (Noble Supp. Brief Ex. 22 at 1, Docket No. 166.) • In a February 23, 2006 email sent to Ratto and her husband at their “mizlocks.com” email addresses, Michalski identifies what “Jane and