Full opinion text
DECISION and ORDER GLENN T. SUDDABY, District Judge. Walter Rusyniak and Anthony Rusyniak (“Plaintiffs”) commenced this action against Ena Paola Gensini, Gunila De Montaigu, and Concha Futura, S.A. (“Defendants”), asserting claims of (1) fraud, (2) breach of fiduciary duty, (3) civil conspiracy, (4) breach of contract, and (5) violation of Panamanian corporate law. (Dkt. No. 16, at 9-17 [Plf.’s Am. Compl.].) Currently before the Court are Defendants’ motion to dismiss Plaintiffs’ Amended Complaint, and Plaintiffs’ cross-motion to amend their Amended Complaint. (Dkt. Nos. 24, 41.) Plaintiffs seek to amend their Amended Complaint to (1) allege newly discovered facts regarding the various causes of action asserted in their Amended Complaint, and (2) add, as a party Defendant, Ena Paola Gensini’s daughter and attorney in fact, Gioia Gensini. (Dkt. No. 41, Part 1, at 1.) For the reasons set out below, Defendants’ motion to dismiss is granted in part and denied in part, and Plaintiffs’ cross-motion to amend is granted in part and denied in part. I. BACKGROUND A. Relevant Procedural History Plaintiffs commenced this action on March 16, 2007. (Dkt. No. 1.) On July 12, 2007, Plaintiffs filed an Amended Complaint. (Dkt. No. 16.) On August 3, 2007, Defendants jointly filed a motion to dismiss Plaintiffs Amended Complaint based upon Fed.R.Civ.P. 12(b)(2) and 12(b)(6). (Dkt. No. 24.) Both before and after the filing of Defendants’ motion to dismiss, Plaintiffs sought initial disclosure pursuant to Fed.R.Civ.P. 26. (Dkt. No. 41, Part 2, at 1.) As a result, in September 2007, Defendants produced initial disclosure documents Fed.R.Civ.P. 26. (Dkt. No. 41, Part 2, at 2.) Subsequently, Plaintiffs sought, and were granted, a thirty (30) day adjournment of the deadline by which they had to respond to Defendants’ motion to dismiss. (Dkt. No. 40 and Text Order of Sept. 19, 2007.) Plaintiffs now assert that these disclosures form the basis of their cross-motion to amend their Amended Complaint. (Dkt. No. 41, Part 2, at 2.) B. Factual Allegations of the Proposed Second Amended Complaint Because Plaintiffs’ proposed Second Amended Complaint may cure certain deficiencies asserted by Defendants (in their motion to dismiss) with regard to Plaintiffs’ Amended Complaint, and because an amended pleading supersedes a prior pleading in all respects (see N.D.N.Y. L.R. 7.1[a][4]), the Court will review the allegations of Plaintiffs’ proposed Second Amended Complaint, rather than the allegations of their Amended Complaint. Liberally construed pursuant to Fed.R.Civ.P. 8(e), Plaintiffs’ proposed Second Amended Complaint (Dkt. No. 41, Part 9) alleges as follows. On or about May 27, 1980, Plaintiff Walter Rusyniak, in a partnership with Geoffredo Gensini, established a corporation in the Republic of Panama under the name of Concha Futura, S.A. On or about August 6, 1980, Geoffredo Gensini sold two parcels of land located in the Republic of Panama to Concha Futura, S.A., for thirty-seven thousand dollars ($37,000) in exchange for a twenty-five (25) percent ownership interest in Concha Futura, S.A. On or about August 6, 1980, Plaintiff Walter Rusyniak purchased a twenty-five (25) percent ownership interest in .Concha Futura, S.A. The investments of Geoffredo Gensini and Walter Rusyniak provided the initial capitalization for Concha Futura, S.A. Two other shareholders, Roland De Montaigu and Guido Bezzera, were to invest in Concha Futura, S.A., within close proximity to the initial capitalization. On or about January 10, 1981, the four shareholders of Concha Futura, S.A., held a meeting in which they amended the Articles of Incorporation. At the meeting on January 10, 1981, the Board accepted the resignation of Guido Bezzera and accepted the nomination of Theodore Venners as his replacement. In the Articles of Incorporation, the shareholders set forth numerous provisions, most notably (1) a provision that the President of the Board (and, in his absence or defection, the Vice-President of the Board) will be the legal spokesperson of the company, and (2) a provision that only the existing officers actually in office could elect new officers to fill vacancies. The shareholders also established that Geoffredo Gensini would serve as President, Walter Rusyniak as Vice-President, Ronald De Montaigu as Secretary/Treasurer, and Theodore Venners as a member at large. In the event that Geoffredo Gensini passed away, Walter Rusyniak would take on Geoffredo Gensini’s role as the legal spokesperson for the company. Following the meeting on January 10, 1981, an extended period of time passed with no communication between the shareholders. On October 15, 1986, Geoffredo Gensini passed away, which, according to Plaintiffs, resulted in Walter Rusyniak becoming the President of Concha Futura, S.A., under the Corporate Bylaws. In 1995, Plaintiffs traveled to Panama to determine the status of the corporation and its members. Plaintiffs confirmed that there had been no activity in the corporation, that the corporation remained in good standing despite its inactivity, that the land held by Concha Futura, S.A., remained in good standing despite its inactivity, and that the land held by Concha Futura, S.A., remained in the name of the corporation. It was also clear to Plaintiffs, from a review of the records of Concha Futura, S.A., that no ongoing annual meetings or duties were being undertaken by the corporation. In early 1996, a meeting was conducted in New York City by the spouse of the late Geoffredo Gensini, Defendant Ena Paola Gensini, who claimed to be acting as President “ad hoc” in her husband’s place. Defendant Gensini was accompanied by the wife of the deceased Roland De Montaigu, Defendant Gunila De Montaigu, who claimed to be acting as Vice-President “ad hoc.” Also present were Alberto A. Tile, acting as Secretary/Director, and Laurent De Montaigu, acting as Treasurer/Director. These new directors and officers were elected to the Board by Defendants Gensini and De Montaigu. No notice was given to Plaintiffs regarding this meeting, by publication or otherwise. Defendants used this meeting to usurp Plaintiff Walter Rusyniak’s authority and to take over the corporation and its assets. In January 1997, another meeting was held during which “ad hoc” directors made numerous changes to the Corporate Bylaws and Agreements without any notice to Plaintiff Walter Rusyniak. One of the changes made at this meeting was to reduce the majority vote required to sell, lease, exchange or dispose of property or assets from seventy percent (70%) to sixty percent (60%). Another decision made at this meeting was that Plaintiff Walter Rusyniak had forfeited his shares because several letters of collection were sent to him, with no payment having been credited, and the Board therefore annulled his Certifícate of Shares. After this meeting, Defendants conducted the business of Concha Futura, S.A., as if they were the legitimate officers. Up until January 2006, Defendant Ena Gensini lived in Manlius, New York, Defendant De Montaigu held property in Paris, France, and Alberto Tile, as well as Concha Futura, S.A., were based in Panama. As a result, the parties coordinated meetings and conducted their affairs through written correspondence and telephone conversations between New York, Panama and/or France. Part of this correspondence included discussions of selling Concha Futura assets. Plaintiff Walter Rusyniak was never included in any of the aforementioned communications. On or about June 14, 2002, Defendant Ena Gensini granted her daughter, Gioia Gensini, a Power of Attorney over her banking. This Power of Attorney also conferred on Gioia Gensini the authority to represent Ena Paola Gensini’s interest in Concha Futura, S.A. In June 2005, the “ad hoc” Board met in Syracuse, New York. At that meeting, the “ad hoc” group voted to enter into a promise to sell the two parcels of land owned by Concha Futura, S.A., through Alberto Tile. No notice of this meeting was provided to Plaintiff Walter Rusyniak, despite the fact that he resided in close proximity to the meeting location. On or about July 11, 2005, in the Republic of Panama, Alberto Tile, as representative of the “ad hoc” officers of Concha Futura, S.A., entered into a promise to sell the parcels of land owned by the corporation to Atahualpa Panama Incorporated. In May 2006, Plaintiff Anthony Rusyniak flew back to Panama to again confirm the status of the corporation’s assets, assuming that they were in the same state they had been in from 1981 to 1995, when he and his father duly confirmed the corporation was in good standing. During his investigation, Plaintiff Anthony Rusyniak discovered that there were investors poised to purchase the land originally sold to Concha Futura, S.A., by Geoffredo Gensini in his efforts to capitalize the corporation some twenty-five (25) years earlier. Defendants were aware that Plaintiff Anthony Rusyniak was investigating the status of the corporation and had heard about a potential sale of the land. After an extended effort, Plaintiffs obtained, from Panamanian officials, information relating to Concha Futura, S.A. This information consisted of minutes of alleged “shareholder meetings” held by Defendants. Plaintiff Walter Rusyniak had no knowledge or prior notice of any shareholder meetings, despite the provisions requiring due notice in the Articles of Incorporation and Bylaws. In addition, none of the legitimately elected corporate officers or members of the Board were present at any of the aforementioned meetings. On May 8, 2006, Gioia Gensini sent an email message to Attorneys Alberto Tile and Laurence Bousquet, responding to Attorney Tile’s email message of earlier that day, and authorizing Attorney Tile to sell the assets of Concha Futura, S.A., within forty-eight (48) hours, as he recommended. As a result, in or about May of 2006, two Concha Futura, S.A., land parcels were sold. Plaintiffs did not receive any of the profits from these sales. II. RELEVANT LEGAL STANDARDS A. Motion to Amend Plaintiffs’ motion to amend is made pursuant to Fed.R.Civ.P. 15(a), which explicitly provides that “leave [to amend] shall be freely given when justice so requires.” Fed. R. Civ. Proc. 15(a); Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962); Manson v. Stacescu, 11 F.3d 1127, 1133 (2d Cir.1993). Elaborating on this standard, the Supreme Court has explained that leave to amend should be freely given [i]n the absence of any apparent or declared reason-such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, [or] futility of amendment Foman, 371 U.S. at 182, 83 S.Ct. 227, accord, Milanese v. Rust-Oleum Corp., 244 F.3d 104, 110 (2d Cir.2001). With regard to the futility exception, courts measure futility under the same standard as they do a motion to dismiss under Fed.R.Civ.P. 12(b)(6). Nettis v. Levitt, 241 F.3d 186, 194 n. 4 (2d Cir.2001), overruled on other grounds by Slayton v. Am. Exp. Co., 460 F.3d 215 (2d Cir.2006); Ricciuti v. New York City Transit Auth., 941 F.2d 119, 123 (2d Cir.1991). B. Motion to Dismiss for Failure to State a Claim Under Fed.R.Civ.P. 12(b)(6), a defendant may move to dismiss a complaint for “failure to state a claim upon which relief can be granted.” Fed.R.Civ.P. 12(b)(6). It has long been understood that a defendant may base such a motion on either or both of two grounds: (1) a challenge to the “sufficiency of the pleading” under Fed. R.Civ.P. 8(a)(2) and, in cases alleging fraud, Fed.R.Civ.P. 9(b); or (2) a challenge to the legal eognizability of the claim. With regard to the first ground, Fed. R.Civ.P. 8(a)(2) requires that a pleading contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2) [emphasis added]. By requiring this “showing,” Fed. R.Civ.P. 8(a)(2) requires that the pleading contain a short and plain statement that “give[s] the defendant fair notice of what the plaintiffs claim is and the grounds upon which it rests.” Jackson v. Onondaga County, 549 F.Supp.2d 204, 212, n. 17 (N.D.N.Y.2008) (McAvoy, J., adopting Report-Recommendation on de novo review) (citations omitted). The main purpose of this rule is to “facilitate a proper decision on the merits.” Jackson, 549 F.Supp.2d at 212, n. 18 (citations omitted). The Supreme Court has long characterized this pleading requirement under Fed. R.Civ.P. 8(a)(2) as “simplified”' and “liberal,” and has repeatedly rejected judicially established pleading requirements that exceed this liberal requirement. Id. at 212, n. 20 (citations omitted). However, even this liberal notice pleading standard “has its limits.” Id. at 212, n. 21 (citations omitted). As a result, numerous Supreme Court and Second Circuit decisions exist holding that a pleading has failed to meet this liberal notice pleading standard. Id. at 213, n. 22 (citations omitted). Most notably, in Bell Atlantic Corporation v. Twombly, the Supreme Court reversed an appellate decision holding that a complaint had stated an actionable antitrust claim under 15 U.S.C. § 1. Bell Atlantic Corporation v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). In doing so, the Court “retire[d]” the famous statement by the Court in Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957), that “a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Twombly, 127 S.Ct. at 1968-69. Rather than turning on the conceivability of an actionable claim, the Court clarified, the “fair notice” standard turns on the plausibility of an actionable claim. Id. at 1965-74. The Court explained that, while this does not mean that a pleading need “set out in detail the facts upon which [the claim is based],” it does mean that the pleading must contain at least “some factual allegationfs].” Id. at 1965 (citations omitted). More specifically, the “[fjactual allegations must be enough to raise a right to relief above the speculative level [to a plausible level],” assuming (of course) that all the allegations in the complaint are true. Id. (citations omitted). As have other Circuits, the Second Circuit has recognized that the clarified plausibility standard that was articulated by the Supreme Court in Twombly governs all claims, including claims brought by pro se litigants (although the plausibility of those claims is to be assessed generously, in light of the special solicitude normally afforded pro se litigants). It should be emphasized that Fed.R.Civ.P. 8’s plausibility standard, explained in Twombly, was in no way retracted or diminished by the Supreme Court’s decision (two weeks later) in Erickson v. Pardus, in which (when reviewing a pro se pleading) the Court stated, “Specific facts are not necessary” to successfully state a claim under Fed.R.Civ.P. 8(a)(2). Erickson v. Pardus, 551 U.S. 89, 127 S.Ct. 2197, 2200, 167 L.Ed.2d 1081 (2007) [citation omitted; emphasis added]. That statement was merely an abbreviation of the often-repeated point of law — first offered in Conley and repeated in Twombly — that a pleading need not “set out in detail the facts upon which [the claim is based]” in order to successfully state a claim. Twombly, 127 S.Ct. at 1965, n. 3 (citing Conley, 355 U.S. at 47, 78 S.Ct. 99) [emphasis added]. That statement did not mean that all pleadings may achieve the requirement of “fair notice” without ever alleging any facts whatsoever. Clearly, there must still be enough fact set out (however set out, whether in detail or in a generalized fashion) to raise a right to relief above the speculative level to a plausible level. Finally, in reviewing a complaint for dismissal under Fed.R.Civ.P. 12(b)(6), the court must accept the material facts alleged in the complaint as true and construe all reasonable inferences in the plaintiffs favor. Board of Educ. of Pawling Cent. Sch. Dist. v. Schutz, 290 F.3d 476, 479 (2d Cir.2002). C. Motion to Dismiss for Lack of Jurisdiction “When a defendant moves to dismiss a complaint under Rule 12(b) (2) for want of personal jurisdiction, courts must perform a two-part analysis.” Harris v. Ware, 04-CV-1120, 2005 WL 503935, at *1 (E.D.N.Y. Mar. 4, 2005) “First, personal jurisdiction over a defendant must be established under the law of the state where the federal court sits.” Harris, 2005 WL 503935, at *1 (citing Bank Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 171 F.3d 779, 784 [2d Cir.1999]). “Under Rule 4(k)(l)(A) of the Federal Rules of Civil Procedure, the service of a summons establishes personal jurisdiction over a defendant ‘who could be subjected to the jurisdiction of a court of general jurisdiction in the state in which the district court is located.’ ” Id. (citation omitted). “Second, if jurisdiction is established under the governing statute, courts must determine whether the exercise of jurisdiction under the relevant state law would violate the defendant’s due process rights.” Id. (citation omitted) The plaintiff “bears the burden of establishing that the court has jurisdiction over the defendant, since Defendant has served the Rule 12(b)(2) motion.” Aldinger v. Segler, 04-CV-4405(RJH), 2005 WL 2591958, at *2 (S.D.N.Y. Oct. 13, 2005) (internal quotation marks and citation omitted). Unless a court conducts “a full-blown evidentiary hearing,” the plaintiff only needs to make “a prima facie showing of jurisdiction through its own affidavits and supporting materials to survive a motion to 'dismiss under Rule 12(b) (2).” Harris, 2005 WL 503935, at *1 (internal quotation marks and citations omitted). “In other words, prior to discovery, a plaintiff may defeat a jurisdiction-testing motion by pleading in good faith, ... legally sufficient allegations of jurisdiction.” Harris, 2005 WL 503935, at *1 (internal quotation marks and citations omitted). However, “[ojnce discovery regarding a defendant’s contacts with the forum is conducted,” the plaintiffs burden is heightened, with the requirement that the “prima facie showing ... include an averment of facts that, if credited by the ultimate trier of fact, would suffice to establish jurisdiction over the defendant.” Id. (internal quotation marks and citations omitted). “If the plaintiff fails to make the requisite showing, [the Court] may dismiss the complaint pursuant to Rule 12(b)(2).” Id. In the alternative, the Court may “transfer venue[,] even it if lacks personal jurisdiction over defendants, if the requirements of the governing statute, 28 U.S.C. § 1404(a), are met.” Id. (internal quotation marks and citations omitted). “When evaluating the parties’ submissions, the Court will read the Complaint and submissions in the light most favorable to Plaintiff.” Daou v. Early Advantage, LLC, 410 F.Supp.2d 82, 88-89 (N.D.N.Y.2006) (Scullin, J.) (citations omitted). III. ANALYSIS Because an analysis of Defendants’ motion to dismiss is intertwined with an analysis of Plaintiffs’ motion to amend, the Court will frame its analysis around Plaintiffs’ motion to amend, and address the legal arguments asserted in Defendants’ motion to dismiss below in Part III.D. of this Decision and Order. A.Undue Delay “In Foman v. Davis, the Supreme Court held that, despite the liberal pleading standards set forth in Fed.R.Civ.P. 15, a party’s motion for leave to amend a pleading may be denied if that party has shown ‘undue delay’ in seeking the amendment.” Am. Med. Ass’n v. United Healthcare Corp., 00-CV-2800, 2006 WL 3833440, at *3 (S.D.N.Y. Dec. 29, 2006) (citing Foman v. Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 [1962]). “As the Court of Appeals has explained, a district court ‘plainly has discretion ... to deny leave to amend where the motion is made after an inordinate delay, no satisfactory explanation is offered for the delay, and the amendment would prejudice the defendant.’ ” Am. Med. Ass’n, 2006 WL 3833440, at *3 (citing Cresswell v. Sullivan & Cromwell, 922 F.2d 60, 72 [2d Cir.1990]). “When a considerable period of time has passed between the filing of the complaint and the motion to amend, courts have placed the burden upon the movant to show some valid reason for his neglect and delay.” Id. (citations omitted). Here, Defendants do not attack Plaintiffs’ motion to amend on the ground of undue delay. After carefully considering the matter, the Court finds that, because the motion to amend has been made relatively early in the proceedings, and was made shortly after Plaintiffs received certain disclosures from Defendants, there has been no undue delay in seeking the amendment. B. Bad Faith “Under Rule 15(a) as construed by the Supreme Court in Foman, a party’s dilatory motive is a legitimate basis for a court’s denying that party’s motion to amend a pleading.” Am. Med. Ass’n, 2006 WL 3833440, at *5 (citing Foman, 371 U.S. at 182, 83 S.Ct. 227). “When it appears that leave to amend is sought in anticipation of an adverse ruling on the original claims ... the court is free to deny leave to amend.” Id. (citing PI, Inc. v. Quality Products, Inc., 907 F.Supp. 752 [S.D.N.Y.1995]). Here, it is true that Plaintiffs’ motion to amend was filed after Defendants’ filed a motion to dismiss. However, Defendants do not attack Plaintiffs’ motion to amend on the ground of bad faith or dilatory motive. After carefully considering the matter, the Court finds that, because the motion to amend was made shortly after Plaintiffs received certain disclosures from Defendants, the motion is not being made in bad faith or with a dilatory motive. C. Undue Prejudice to Defendants “In Foman, the Supreme Court held that leave to amend can be denied when the proposed amendment would cause undue prejudice to the opposing party.” Am. Med. Ass’n, 2006 WL 3833440, at *6 (citing Foman, 371 U.S. at 182, 83 S.Ct. 227). “The Court of Appeals has advised that, in determining what constitutes ‘prejudice,’ courts consider whether the assertion of the new claim would: (i) require the opponent to expend significant additional resources to conduct discovery and prepare for trial; (ii) significantly delay the resolution of the dispute; or (in) prevent the plaintiff from bringing a timely action in another jurisdiction.” Id. (citation and internal quotations omitted). Here, Defendants do not attack Plaintiffs’ motion for leave to amend on the ground of undue prejudice. After carefully considering the matter, the Court finds that, because the motion to amend has been made at a relatively early stage of the proceeding (i.e., approximately seven months after the action was filed), Defendants will not suffer undue prejudice under any of the three tests for such prejudice. D. Futility “In addition to undue delay, bad faith, and undue prejudice, a court may exercise its discretion to deny a party’s motion to amend a pleading when the proposed amendment would be futile.” Am. Med. Ass’n, 2006 WL 3833440, at *7 (citing Foman, 371 U.S. at 182, 83 S.Ct. 227). As explained above in Part II.A. of this Decision and Order, an amendment is considered futile if it could not withstand a motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(6). A defendant may base such a motion on either or both of two grounds: (1) a challenge to the “sufficiency of the pleading” under Fed.R.Civ.P. 8(a)(2) and, in cases alleging fraud, Fed.R.Civ.P. 9(b); or (2) a challenge to the legal cognizability of the claim. With regard to the first ground, Fed.R.Civ.P. 8(a)(2) requires that a pleading contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2) [emphasis added]. In Bell Atlantic Corporation v. Twombly, the Supreme Court explained that, rather than turning on the conceivability of an actionable claim, this Fed.R.Civ.P. 8(a) (2) standard turns on the plausibility of an actionable claim. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 1965-74, 167 L.Ed.2d 929 (2007). More specifically, the factual allegations must be enough to raise a right to relief above the speculative level to a plausible level. Twombly, 127 S.Ct. at 1965 (citations omitted). Here, Plaintiffs have cross-moved to amend their Amended Complaint to (1) allege newly discovered facts regarding various causes of action asserted in their Amended Complaint, and (2) add, as a party Defendant, Ena Paola Gensini’s daughter and attorney in fact, Gioia Gensini. (Dkt. No. 41, Part 1, at 1.) In opposing Plaintiffs’ cross-motion, Defendants argue that the proposed amendments are futile because the proposed Second Amended Complaint does not cure any of the defects that warrant the dismissal of the Amended Complaint. In addition, Defendants argue that, because Plaintiffs have failed to plead fraud with particularity in either their Amended Complaint or their proposed Second Amended Complaint, it would be futile to allow Plaintiffs leave to amend their Amended Complaint to (1) assert new facts relating to Plaintiffs’ fraud claim and (2) add a claim of fraud against a new Defendant. In essence, Defendants’ arguments constitute challenges to three of Plaintiffs’ claims individually (i.e., Plaintiffs’ claims of fraud, breach of fiduciary duty, and civil conspiracy), as well as challenges to all of Plaintiffs’ claims generally (i.e., on the basis of a lack of personal jurisdiction, the doctrine of forum non conveniens, a lack of standing, and the statute of limitations). 1. Defendants’ Challenge to Plaintiffs’ Claims of Fraud a. Plaintiffs’ Claims Against Defendants Ena Gensini and Gunila De Montaigu “Under Rule 9(b), certain claims, [including fraud], must also be plead with particularity, e.g., a plaintiff must (1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made and (4) explain why the statements were fraudulent.” Dubai Islamic Bank v. Citibank, N.A, 256 F.Supp.2d 158, 162 (S.D.N.Y.2003). However, “[m]alice, intent, knowledge, and other condition of mind of a person may be averred generally.” Fed.R.Civ.P. 9(b). “Thus, while the actual ... fraud alleged must be stated with particularity ... the requisite intent of the alleged perpetrator of the fraud need not be alleged with great specificity.” Wight v. BankAmerica Corp., 219 F.3d 79, 91 (2d Cir.2000) (citing Chill v. General Elec. Co., 101 F.3d 263, 267 [2d Cir.1996]) [other citation omitted]. As a result, “the more general standard to scienter” should be applied when a defendant’s state of mind is at issue because “a plaintiff realistically cannot be expected to plead a defendant’s actual state of mind.” Wight, 219 F.3d at 91-92 (citing Conn. Nat’l Bank v. Fluor Corp., 808 F.2d 957, 962 [2d Cir.1987]). In their proposed Second Amended Complaint, Plaintiffs allege that the shareholder meetings that took place in early 1996, January of 1997, and June of 2005 “resulted in the commission of numerous instances of fraud.” (Dkt. No. 41, Part 9, at 15.) More specifically, as explained above in Part I.B. of this Decision and Order, Plaintiffs allege that Defendants fraudulently (1) voted themselves as officers of the company, (2) declared that Walter Rusyniak owed payments to Concha Futura, S.A., for the stock he purchased during the initial capitalization, (3) declared that Walter Rusyniak forfeited his interest in the company and annulled his shares without providing him with notice, (4) spoke on behalf of the company and represented to third parties that the company’s assets were for sale, and (5) voted to sell the property and in fact sold the property. In addition, Plaintiffs allege that it was fraudulent for Defendants to intentionally exclude Plaintiff Walter Rusyniak from these meetings by not providing him with notice of these meetings because he was a shareholder of the company. Finally, Plaintiffs allege that Defendants intentionally coordinated meetings with each other through written correspondence and telephone conversations between New York, Paris and Panama in order to discuss fraudulent company activity. In response, Defendants argue that Plaintiffs have failed to plead fraud with particularity, and/or that the fraud claims are futile. Defendants construe Plaintiffs’ proposed Second Amended Complaint as containing three claims of fraud against Defendants Ena Gensini and Gunila De Montaigu: (1) a claim that those two Defendants fraudulently stated in the 1997 shareholder meeting that Walter Rusyniak owed payments for his interest in Concha Futura, S.A.; (2) a claim that those two Defendants fraudulently met on June 24, 2005, in Syracuse, New York for the purpose of selling the assets of Concha Futura, S.A.; and (3) a claim that those two Defendants fraudulently engaged in written and telephone correspondence regarding the company over the years. With regard to the first claim of fraud (i.e., that Defendants fraudulently stated in the 1997 shareholder meeting that Walter Rusyniak owed payments for his interest in Concha Futura, S.A.), Defendants argue that this claim lacks particularity (and therefore must be dismissed) because it lacks any factual allegations plausibly suggesting that (1) any particular Defendant made the statement, (2) either Plaintiff heard the statement, and (3) either Plaintiff acted upon the statement (or failed to act in reliance upon the statement). “Rule 9(b) requires the identification and circumstances constituting the fraud; mere conclusory allegations of fraud will not suffice, but statements of the time, place, and nature of the alleged fraudulent activities will.” Houston v. Seward & Kissel, LLP, 07-Cv-6305, 2008 WL 818745, at *3 (S.D.N.Y. Mar. 27, 2008) (citation omitted). In addition, “instead of an affirmative misrepresentation, a fraud cause of action may be predicated on acts of concealment where the defendant had a duty to disclose material information.” Kaufman v. Cohen, 307 A.D.2d 113, 119-120, 760 N.Y.S.2d 157 (N.Y.App.Div., 1st Dept.2003) (citation omitted). “Thus, where a fiduciary relationship exists, the mere failure to disclose facts which one is required to disclose may constitute actual fraud, provided the fiduciary possesses the requisite intent to deceive.” Kaufman, 307 A.D.2d at 120, 760 N.Y.S.2d 157 (internal quotation marks and citations omitted). Here, Plaintiffs allege that, at the January 1997 meeting, Defendants fraudulently stated that Walter Rusyniak owed payments for his interest in Concha Futura and fraudulently annulled Walter Rusyniak’s interest in the company based on the belief (fraudulent or otherwise) that Mr. Rusyniak owed payments to the company. After carefully considering the matter, the Court finds that this claim provides Defendants with fair notice of what fraudulent activity they are alleged to have committed. In addition, although the claim does not specify which Defendant made the statement, the claim sufficiently identifies who was (allegedly) engaged in the fraudulent activity: Ena Gensini and Gunila De Montaigu. Cf. Rey-Willis v. Citibank, N.A., 03-CV-2006, 2003 WL 21714947, at *8 (S.D.N.Y. July 23, 2003) (where the “defendant” was a large corporation, the plaintiff failed to plead fraud with particularity because the plaintiff did not “identify, by name or otherwise, the identity of the persons who engaged in fraudulent activity”). As a result, the Court finds that this claim has been pled with sufficient particularity. With regard to the second claim of fraud (i.e., that Defendants fraudulently met on June 24, 2005, in Syracuse, New York, for the purpose of selling the assets of Concha Futura, S.A.), Defendants argue that, because the continuing-violation doctrine does not toll the accrual of the limitations period under the circumstances, the claim is futile in that the statute of limitations expired on January 8, 2003, more than two years before the meeting on June 24, 2005. More specifically, Defendants argue that the statute of limitations for all of Plaintiffs’ claims accrued on or about January 8, 1997, because, due to Panamanian corporate law reporting requirements, the minutes of the January meeting were published in the Panama Registry (giving Plaintiffs notice of the activity which they allege to be fraudulent). As a result, Defendants argue that, with reasonable diligence, Plaintiffs could have discovered the fraud, and therefore the applicable statute of limitations is six years, accruing from the date of the harm (January 8, 1997), barring any claims raised after January 8, 2003. “[T]he statute of limitations ... bars fraud claims not brought within six years from the commission of the fraud or two years from the time the plaintiff discovered the fraud or, with reasonable diligence, should have done so ....” Reznor v. J. Artist Mgmt., Inc., 365 F.Supp.2d 565, 575-76 (S.D.N.Y.2005) (citing Shannon v. Gordon, 249 A.D.2d 291, 670 N.Y.S.2d 887, 888 [2nd Dept.1998]). Plaintiffs allegations, which must be accepted as true at this early stage of the proceedings, are that they did not discover that Defendants held any of these meetings until May of 2006. Plaintiffs also allege that, because Walter Rusyniak became President of Concha Futura, S.A., upon the death of Geoffredo Gensini (and therefore no legal activity could be conducted without notice to Mr. Rusyniak and/or in his presence), there was no reason for Plaintiffs to undergo due diligence to check on the status of the company. After carefully considering the matter, the Court finds that Plaintiffs have alleged facts plausibly suggesting that (1) the two-year statute of limitations applies, and (2) Plaintiffs’ claims are timely. As a result, the Court denies Defendants’ motion to dismiss to the extent that it seeks the dismissal of this claim based on the statute of limitations. With regard to the third claim of fraud (i.e., that Defendants fraudulently engaged in written and telephone correspondence regarding the company over the years), Defendants argue that this claim is futile (and therefore must be dismissed) because the alleged correspondence occurred either prior to the January 1997 meeting or many years after the expiration of the applicable limitations period (i.e., it occurred in connection with meetings that occurred in 2005 or 2006). After carefully considering the matter, the Court does not find that this claim is barred by the statute of limitations (for the same reasons mentioned above). However, the Court does find that this claim does not provide Defendants with fair notice of what fraudulent company activity they are alleged to have committed. As a result, Plaintiffs’ claim that Defendants intentionally coordinated meetings with each other through written correspondence and telephone conversations between New York, Paris and Panama in order to discuss fraudulent company activity is dismissed due to Plaintiffs’ failure to plead that claim with particularity. With regard to the remaining fraud claims stemming from the shareholder meetings, Defendants do not address these claims in their motion to dismiss. In any event, for the reasons previously mentioned, the Court finds that these remaining fraud claims have been plead with particularity and should not be dismissed at this time because of the statute of limitations. For these reasons, with the exception of Plaintiffs’ claim that Defendants discussed and engaged in fraudulent activity through written correspondence between New York, Paris and Panama, the Court grants Plaintiffs’ motion to amend to the extent that it seeks leave to assert additional facts related to their fraud claims against Defendants Ena Gensini and Gunila De Montaigu. b. Plaintiffs’ Claims Against Gioia Gensini In their proposed Second Amended Complaint, Plaintiffs seek leave to assert two new fraud claims against Gioia Gensini: (1) a claim that Defendants’ “agents” (presumably including Gioia Gensini) intentionally acted in a fraudulent manner when, on or around June or July of 2005, they stated to Plaintiffs that no sale of corporate assets was taking place, although in fact Defendants held a meeting in Syracuse, New York, in June of 2005, in which they voted to sell such assets; and (2) a claim that Gioia Gensini intentionally acted in a fraudulent manner when, on May 8, 2006, she responded affirmatively to an email message sent by Alberto Tile, wherein Mr. Tile asked for permission to sell assets of Concha Futura, S.A., within forty-eight (48) hours. With regard to the first claim of fraud against Gioia Gensini, this claim is dismissed for two alternative reasons. First, nowhere in their proposed Second Amended Complaint do Plaintiffs identify the “agents” to which they are referring. It bears noting that Gioia Gensini is mentioned in only seven (7) of the one hundred sixteen (116) paragraphs that comprise the body of Plaintiffs’ proposed Second Amended Complaint. (Dkt. No. 41, Part 9, ¶¶ 6,16, 49, 50,103,113,114.) Similarly, she is mentioned in only one (1) of the thirty-four (34) pages of exhibits attached to, and incorporated by reference into, Plaintiffs’ proposed Second Amended Complaint. (Dkt. No. 41, Part 10, at 42.) Granted, Gioia Gensini’s husband (David Neff) is mentioned in fifteen (15) of the twenty-seven (27) pages that comprise an exhibit to an affidavit of Plaintiffs’ attorney. However, an exhibit to an affidavit, of an attorney in support of a motion to amend a pleading (which is not also attached to the proposed amended pleading) is not a part of the plaintiffs proposed amended pleading. Moreover, David Neffs alleged role in effecting Gioia Gensini’s intentions is based only upon Plaintiffs’ “information and belief.” (Dkt. No. 41, Part 9, ¶ 50.) “Allegations of fraud cannot ordinarily be based ‘upon information and belief,’ except as to ‘matters peculiarly within the opposing party’s knowledge.’ ” Luce v. Edelstein, 802 F.2d 49, 54 n. 1 (2d Cir.1986) (citing ScHlick v. Penn-Dixie Cement Corp., 507 F.2d 374, 379 (2d Cir.1974), cert. denied, 421 U.S. 976, 95 S.Ct. 1976, 44 L.Ed.2d 467 [1975]). “To satisfy Rule 9(b) in the latter instance, the allegations must be accompanied by a statement of the facts upon which the belief is founded.” Edelstein, 802 F.2d at 54 (citing Segal v. Gordon, 467 F.2d 602, 608 [2d Cir.1972]). As a result, this claim does not sufficiently identify, for purposes of Fed. R.Civ.P. 8(a) and 9(b), the persons engaged in the fraudulent activity. See, e.g., Contractual Obligation Productions, LLC v. AMC Networks, Inc., 04-CV-2867, 2006 WL 6217754, at *9 (S.D.N.Y. Mar. 31, 2006) (plaintiff fails to plead its fraud claim with specificity when it fails to identify the agents who made the false statements). Second, even if the Court were to assume that one of the agents to which Plaintiffs implicitly refer was Gioia Gensini herself (based on the fact that Plaintiffs seek to add her as a Defendant due to her having a Power of Attorney over her mother’s banking), this implicit claim is still defective because Plaintiffs make it “upon information and belief.” (Dkt. No. 41, Part 9, ¶¶ 49-50.) Whether or not certain agents stated to Plaintiff that no sale of corporate assets was taking place is a fact of which Plaintiffs would have personal knowledge, given that the allegation implies that the statement was made to one or both Plaintiffs. Because Plaintiffs shrouded this allegation “upon information and belief,” they have plausibly suggested that the allegation does not involve a matter “peculiarly within [their] knowledge.” With regard to the second claim of fraud against Gioia Gensini, as explained above in Part I.B. of this Decision and Order, Plaintiffs allege that she responded affirmatively to an email message sent by Alberto Tile wherein Mr. Tile asked for permission to sell assets of Concha Futura, S.A., within forty-eight (48) hours. They also allege that Gioia Gensini has a Power of Attorney over her mother’s banking; and they allege that this Power of Attorney authorized Gioia Gensini to represent Ena Paola Gensini’s interest in Concha Futura, S.A. Finally, they allege that, when she authorized Alberto Tile to sell the assets in question within forty-eight (48) hours, she intentionally acted to the detriment of Plaintiffs. As previously indicated in footnote 18 of this Decision and Order, the Court assumes as true Plaintiffs’ factual allegation that Gioia Gensini’s Power of Attorney over Ena Paola Gensini’s banking authorized Gioia Gensini to represent Ena Paola Gensini’s interest in Concha Futura, S.A. However, even assuming this fact as true, Plaintiffs’ second claim of fraud against Gioia is futile for two independent reasons. First, according to Plaintiffs’ own factual allegations, the June 2005 meeting at which the shareholders first agreed to sell the assets of Concha Futura, S.A., was attended, not by Gioia Gensini, but by Ena Paola Gensini herself. Granted, Plaintiffs also allege that, in May of 2006, Gioia Gensini sent an email message to Attorneys Alberto Tile and Laurence Bousquet, responding to Attorney Tile’s email message of earlier that day, and authorizing Attorney Tile to sell the referenced assets within forty-eight (48) hours, as he recommended, and as Ena Paola Gensini agreed in June 2005. However, Plaintiffs have not cited (and the Court is not aware of) any cases that stand for the proposition that an agent may be liable to a third party for fraud (allegedly) committed by the agent’s principal. Similarly, Plaintiffs have not cited (and the Court is not aware of) any cases that stand for the proposition that a person holding a Power of Attorney has a heightened legal duty to a third party simply because his or her principal has a heightened legal duty to a third party. Second, Plaintiffs have not identified how or why Gioia Gensini’s email response constitutes (1) a statement of material fact that was (2) false, and (3) made with the intent to deceive, and (4) was detrimentally relied upon by Plaintiffs. Moreover, Plaintiffs do not allege facts plausibly suggesting that Gioia Gensini intended to deceive them, or was motivated to commit fraud. Such intent or motivation is required to state a claim for fraud. It should be remembered that an agent’s good-faith reliance on information given to the agent from his or her principal, and/or good-faith reliance on the advice of counsel, is a defense to a claim that the agent acted intentionally in committing fraud against a third-party. For these reasons, the Court denies Plaintiffs’ motion to amend to the extent it seeks leave to assert a fraud claim against Gioia Gensini. 2. Defendants’ Challenge to Plaintiffs’ Claims of Breach of Fiduciary Duty a. Plaintiffs’ Claims Against Ena Gensini, Gunila De Montaigu, and Concha Futura, S.A. Defendants argue that Plaintiffs have failed to state a cause of action for breach of fiduciary duty. More specifically, Defendants argue that they have not breached any fiduciary duty to Plaintiffs because they do no owe Plaintiffs a fiduciary duty. In response, Plaintiffs argue that they sufficiently stated a claim for breach of fiduciary duty. More specifically, Plaintiffs argue that, because Concha Futura, S.A., is a closely held corporation, all shareholders owe each other the highest degree of fidelity and good faith. Plaintiffs further argue that this duty requires that all shareholders avoid self-dealing, as well as situations in which a fiduciary’s personal interests conflict with the interests of those owed a fiduciary duty. “Shareholders in a close corporation owe each other a duty to act in good faith.” Patti v. Fusco, No. 10717-05, 10 Misc.3d 1058(A), 2005 WL 3372976, at *2 (N.Y.Sup.Ct., Nassau County 2005) (citing Matter of Cassata v. Brewster-Allen-Wichert, Inc., 248 A.D.2d 710, 670 N.Y.S.2d 552 [N.Y.App. Div., 2nd Dept.1998]). “The relationship of such shareholders is a fiduciary one.” Fusco, 2005 WL 3372976, at *2 (citing Brunetti v. Musallam, 11 A.D.3d 280, 783 N.Y.S.2d 347 [N.Y.App. Div., 1st Dept.2004]) [other citation omitted]. More specifically, it “is the fiduciary duty owed by ... majority shareholder[s] in a closely held corporation to a minority shareholder, not to engage in oppressive actions toward minority shareholders.” McCagg v. Schulte Roth & Zabel LLP, No. 601566/04, 20 Misc.3d 1139(A), 2008 WL 4065920, at *8 (N.Y.Sup.Ct., New York County 2008); see also In re Dissolution of Upstate Medical Assoc. P.C., 292 A.D.2d 732, 739 N.Y.S.2d 766, 767 (3rd Dept.2002). “Although the term ‘oppressive actions’ is not statutorily defined, the Court of Appeals has held that ‘oppression should be deemed to arise when the majority conduct substantially defeats expectations that, objectively viewed, were both reasonable under the circumstances and were central to the petitioner’s decision to join the venture.” In re Dissolution of Upstate Medical Assoc. P.C., 739 N.Y.S.2d at 767 (citing Matter of Kemp & Beatley, Inc., 64 N.Y.2d 63, 73, 484 N.Y.S.2d 799, 473 N.E.2d 1173 [N.Y.1984] [“A shareholder who reasonably expected that ownership in the corporation would entitle him or her to ... a share of corporate earnings, ..., or some other form of security, would be oppressed in a very real sense when others in the corporation seek to defeat those expectations and there exists no effective means of salvaging the investment.”]). In addition, “[corporate directors and controlling shareholders of close corporations ... are held ‘to the extreme measure of candor, unselfishness and good faith.’” Harger v. Price, 204 F.Supp.2d 699, 707 (S.D.N.Y.2002) (citing Kavanaugh v. Kavanaugh, 226 N.Y. 185, 193, 123 N.E. 148 [1919]). “They may not act ‘for the aggrandizement or undue advantage of the fiduciaries] to the exclusion or detriment of the shareholders.’ ” Harger, 204 F.Supp.2d at 707 (citing Alpert v. 28 Williams St. Corp., 63 N.Y.2d 557, 559, 483 N.Y.S.2d 667, 473 N.E.2d 19 [1984]). “Surely they may not act if the sole purpose is reduction of the number of profit sharers, or ultimately to increase the individual wealth of the remaining shareholders.” Id. (citations and internal quotations omitted). Among the exhibits that Plaintiffs have submitted to support their allegations, one exhibit plausibly suggests that Concha Futura, S.A., was set up by two people (Geoffredo Gensini and Walter Rusyniak), and had only four shareholders in 1981. (Dkt. No. 41, Part 10, at 3-5, 16-17.) This plausibly suggests that Concha Futura, S.A., is a close corporation. See, e.g., Shorell Labs., Inc. v. H. Allen Lightman, Inc., 24 A.D.2d 856, 264 N.Y.S.2d 829, 832 (1st Dept.1965) (a company that has only four shareholders is a close corporation). The exhibits also plausibly suggest that, as a result of Defendants Ena Gensini and Gunila De Montaigu annulling Walter Rusyniak’s interest in the company, they increased their interest in the company by the percentage that Mr. Rusyniak forfeited (25%). (Dkt. No. 41, Part 10, at 26-29.) Moreover, the proposed Second Amended Complaint and exhibits plausibly suggest that, by terminating Mr. Rusyniak’s interest in Concha Futura, Mr. Rusyniak was oppressed of his share of the corporate earnings (because he did not receive any of the profits from the sale of the two parcels of land). For these reasons, the Court denies Defendants’ motion to dismiss to the extent that it is premised on this ground. b. Plaintiffs’ Claim Against Gioia Gensini Although Plaintiffs do not assert a claim of breach of fiduciary duty against Gioia Gensini in their fourth cause of action against Defendants for breach of fiduciary duty, under ¶ 116(4) (the “Wherefore” section of Plaintiffs’ proposed Second Amended Complaint), Plaintiffs request damages for breach of fiduciary duty against all Defendants, including Gioia Gensini. (Dkt. No. 41, Part 9, ¶ 116.) Essentially, Plaintiffs argue that Gioia Gensini owed a fiduciary duty to Plaintiffs due to the fact that (1) her principal, Ena Paola Gensini, owed a fiduciary duty to Plaintiffs, and/or (2) Gioia’s Power of Attorney over Ena Paola Gensini’s banking authorized Gioia Gensini to represent Ena Paola Gensini’s interest in Concha Futura, S.A. However, as discussed above in Part III.D.l.b of this Decision and Order, Plaintiffs have not cited (and the Court is not aware of) any cases that stand for the proposition that a person holding a Power of Attorney has a heightened legal duty to a third party simply because his or her principal has a heightened legal duty to a third party. In addition, the Court notes that, the existence of such cases would be difficult to imagine, given that an agent owes a fiduciary duty to his or her principal, and the interests of the principal may not always align with the interest of those to whom the principal owes a fiduciary duty. For these reasons, the Court denies Plaintiffs’motion to amend to the extent it seeks leave to assert a breach-of-fiduciary-duty claim against Gioia Gensini 3. Defendants’ Challenge to Plaintiffs’ Claims of Civil Conspiracy a. Plaintiffs’ Claims Against Ena Gensini, Gunila De Montaigu, and Concha Futura, S.A. Defendants argue that New York does not recognize a cause of action for civil conspiracy. More specifically, Defendants argue that a conspiracy to commit a tort is never itself a cause of action. Therefore, Defendants argue that, to the extent that the object of the conspiracy is the same tort (e.g., fraud, etc.) as Plaintiffs have also asserted against Defendants, this claim of civil conspiracy must be dismissed as duplicative. In response, Plaintiffs argue that they sufficiently stated a claim for civil conspiracy under New York law. More specifically, Plaintiffs argue that, contrary to Defendants’ argument, New York law recognizes a claim for civil conspiracy where “there is evidence of an underlying actionable tort.” (Dkt. No. 41, Part 16, at 30 [citing Fagan v. First Security Investments, Inc., 04-CV-1021, 2006 WL 2671044, at *4 (S.D.N.Y. Sept. 15, 2006) ]). “The elements of a civil conspiracy are (1) an agreement between two or more persons, (2) an overt act, (3) intentional participation in the furtherance of a plan or purpose and (4) resulting damage.” Fagan, 2006 WL 2671044, at *4 (citing Official Committee of Unsecured Creditors v. Donaldson, Lufkin & Jenrette Sec. Corp., 00-CV-8688, 2002 WL 362794, at *13 [S.D.N.Y. Mar. 6, 2002]). In addition, under New York Law, “the substantive [or independent] tort of civil conspiracy ... is available ‘only if there is evidence of an underlying actionable tort,”’ which was the object of the conspiracy. Id. (citing Missigman v. USI Northeast, Inc., 131 F.Supp.2d 495, 517 [S.D.N.Y.2001]). Plaintiffs have alleged that Defendants knowingly agreed to defraud Plaintiff Walter Rusyniak of his interests in Concha Futura, S.A., by purposefully not notifying him of shareholders meetings, and by annulling his interest in the company unbeknownst to him. Plaintiffs have further alleged that email messages were sent between Defendants and other interested parties, and that telephone conversations occurred between Defendants and other interested parties. Finally, Plaintiffs have alleged that these communications demonstrate a plan or agreement to sell Concha Futura assets without involving or compensating Plaintiffs. The Court finds that the alleged email messages, telephone calls and meetings collectively constitute a sufficient pleading of an agreement between two or more people to sell Concha Futura assets without notifying or compensating Plaintiffs. The Court also finds that the alleged meetings, as well as the alleged sale of the assets, constitute a sufficient pleading of an overt act in furtherance of this agreement. The Court further finds that the alleged email messages, telephone calls, meetings and sale of assets collectively constitute a sufficient pleading of intentional participation on the part of Defendants Ena Gensini and Gunila De Montaigu, as well as resulting damages. Finally, the Court finds that Plaintiffs have sufficiently alleged an underlying actionable tort that was the object of the alleged conspiracy, namely, fraud, breach of fiduciary duty and/or violation of Panamanian corporate law. For these reasons, the Court denies Defendants’ motion to dismiss to the extent it seeks the dismissal of Plaintiffs’ civil conspiracy claims against Defendants Ena Gensini and Gunila De Montaigu at this time. b. Plaintiffs’ Claims Against Gioia Gensini Plaintiffs also seek to amend their Amended Complaint to add Gioia Gensini as a party defendant, and specifically assert a claim of civil conspiracy against her (in addition to a claim of fraud and breach of fiduciary duty). After carefully considering the matter, the Court finds that Plaintiffs have failed to properly plead a claim of civil conspiracy against Gioia Gensini for two reasons. First, as explained above in Part III.D.3.a. of this Decision and Order, New York law does not recognize the independent tort of civil conspiracy. To the extent that Plaintiffs argue that the underlying actionable tort that was the object of the alleged conspiracy by Gioia Gensini was a fraud or breach of fiduciary duty committed by her, Plaintiffs’ argument fails. This is because, the Court has already found that Plaintiffs have failed to allege facts plausibly suggesting the existence of the elements of a claim of breach of fiduciary duty or fraud against Gioia Gensini. See, supra, Parts III.D.1.b and III.D.2.b of this Decision and Order. See also Fezzani v. Bear, Stearns & Co. Inc., 592 F.Supp.2d 410, 430-31 (S.D.N.Y. Sept. 23, 2008) (“The conclusory allegations that Defendants ‘authorized numerous parking transactions’ and ‘creat[ed] a false appearance of an active trading market with the intent of inflating the trading price of the [securities]’ are insufficient” to withstand a motion to dismiss for failure to state a claim for civil conspiracy). Second, to the extent that Plaintiffs argue that the underlying actionable tort that was the object of the alleged conspiracy by Gioia Gensini was a fraud, breach of fiduciary duty, or breach of Panamanian law committed by the other Defendants, Plaintiffs’ argument also fails. This is because Plaintiffs have failed to allege facts plausibly suggesting that there was any agreement, or culpable behavior, on the part of Gioia Gensini to participate in such third-party torts. See Am. Bldg. Maint. Co. of New York v. Acme Prop. Servs., 515 F.Supp.2d 298, 318 (N.D.N.Y.2007) (Kahn, J.) (“[M]ore than a conclusory allegation of conspiracy or common purpose is required to state a cause of action against a nonactor, who must have allegedly engaged in some ‘independent culpable behavior.’ ”) (citations omitted). Rather, Plaintiffs have only alleged, in a eonclusory manner, that Gioia Gensini “intentionally exercised” her Power of Attorney “to the benefit of her mother and the other defendants and to the detriment of plaintiffs.” (Dkt. No. 41, Part 9, at 10.) What is conspicuously lacking from Plaintiffs’ pleadings is any factual allegation plausibly suggesting that Gioia Gensini participated in (1) any of the shareholder meetings, (2) the annulment of Mr. Rusyniak’s legal interest in the company, or (3) the underlying decision to sell the company’s assets. For these reasons, the Court denies Plaintiffs motion to amend to the extent that it requests leave to add a civil conspiracy claim against Gioia Gensini 4. Defendants’ Challenge to All of Plaintiffs’ Claims Based on Lack of Personal Jurisdiction Defendant Ena Gensini is a resident of Panama who owns property (a residence) in the state New'York. Defendant Gunila De Montaigu is a resident of France. Defendant Concha Futura, S.A., is a corporation that exists under the laws of Panama, whose place of business is also Panama. Defendants argue that, as non-domieiliaries of New York State who do not maintain sufficient contacts with the State, the Court lacks personal jurisdiction over them. In response, Plaintiffs argue that the Court has jurisdiction over Defendants under New York’s long-arm statute. See N.Y. C.P.L.R. § 302(a). N.Y. C.P.L.R. § 302(a) provides, in pertinent part, that “a court may exercise personal jurisdiction over any non-domiciliary, or his executor or administrator, who in person or through an agent: (1) transacts any business within the state or contracts anywhere to supply goods or services in the state; or (2) commits a tortious act within the state, except as to a cause of action for defamation of character arising from the act; or (3) commits a tortious act without the state causing injury to person or property within the state, except as to a cause of action for defamation of character arising from the act, if he (i) regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered, in the state, or (ii) expects or should reasonably expect the act to have consequences in the state and derives substantial revenue from interstate or international commerce; or (4) owns, uses or possesses any real property situated within the state.” N.Y. C.P.L.R. § 302(a). Plaintiffs allege that Defendants Ena Gensini and Gunila De Montaigu, while acting as members of the Board of Directors of Concha Futura, S.A., attended Board meetings in the state of New York on at least two separate occasions. Plaintiffs further allege that Defendants breached their fiduciary duties owed to Plaintiffs and committed other tortious acts during these meetings. After carefully considering the matter, the Court finds that these allegations are sufficient to defeat a motion to dismiss for lack of personal jurisdiction. See, e.g., N.F.L. Ins. Ltd. By Lines v. B & B Holdings, Inc., 91-CV-8580, 1993 WL 78090, at *9 (S.D.N.Y. Mar. 18, 1993) (finding that Plaintiffs allegation that “directors held meetings in New York and that they breached their fiduciary duties to the corporation at these meetings ... constitute^] prima facie evidence of personal jurisdiction over the individual defendants.”); see also Farber v. Zenith Laboratories, Inc., 777 F.Supp. 244, 245-47 (S.D.N.Y.1991) (when an out-of-state corporation holds a majority of its board meetings in New York, New York federal courts have personal jurisdiction over the corporation). For these reasons, the Court denies Defendants’ motion to dismiss to the extent that it is premised on this ground. 5. Defendants’ Challenge to All of Plaintiffs’ Claims Based on Doctrine of Forum Non Conveniens Defendants argue that dismissal under the forum non conveniens doctrine is appropriate because New York State has no interest in the adjudication of this dispute, given that it arises under Panamanian corporate Law. In response, Plaintiffs argue that, because deference must be given to a plaintiffs choice of forum, and because Panama does not provide an adequate alternative forum, the Northern District of New York is the proper forum. “The principle of forum non conveniens is simply that a court may resist imposition upon its jurisdiction even when jurisdiction is authorized by the letter of a general venue statute.” Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 507, 67 S.Ct. 839, 91 L.Ed. 1055 (1947). “Although district courts enjoy broad discretion in applying this principle,” the Second Circuit has “outlined a three-step process to guide the exercise of that discretion.” Norex Petroleum Ltd. v. Access Industries, Inc., 416 F.3d 146, 153 (2d Cir.2005) (citation omitted). First, “a court determines the degree of deference properly accorded the plaintiffs choice of forum.” Access Industries, Inc., 416 F.3d at 153 (citation omitted). Second, “