Full opinion text
MEMORANDUM OPINION AND ORDER RUBEN CASTILLO, District Judge. This Multi-District Litigation (“MDL”) consists of two class actions. In the first action, Gage’s Fertilizer & Grain, Inc., Kraft Chemical Company, Minn-Chem., Inc., Shannon D. Flinn, Thomasville Feed & Seed,.Inc., and Westside Forestry Services, Inc. (collectively, the “Direct Purchaser Plaintiffs”) bring suit on behalf of themselves and all others who purchased potash products in the United States directly from Potash Corporation of Saskatchewan Inc. and PCS Sales (USA), Inc. (“PCS”), Mosaic Company and Mosaic Crop Nutrition LLC (“Mosaic”), Agrium Inc. and Agrium U.S. Inc. (“Agrium”), JSC Uralkali (“Uralkali”), RUE PA Bela-ruskali (“Belaruskali”), JSC Silvinit (“Sil-vinit”), JSC Belarusian Potash Company and BPC Chicago LLC (“BPC Chicago”) (collectively, “BPC”), and JSC International Potash Company (“IPC”) (collectively, “Defendants”). (R. 142, Am. Direct Compl.) In the second action, Kevin Gillespie (“Gillespie”), Gordon Tillman (“Tillman”), Feyh Farms Company (“Feyh Farms”), William H. Coaker, Jr. (“Coaker”), and David Baier (“Baier”) (collectively, the “Indirect Purchaser Plaintiffs”) bring suit on behalf of themselves and all others who purchased potash products in the United States indirectly from Defendants. (R. 50, Indirect Compl.) Both the Direct Purchaser Plaintiffs and the Indirect Purchaser Plaintiffs (collectively, “Plaintiffs”) allege that Defendants conspired to fix the price of potash in violation of the Sherman Antitrust Act (“Sherman Act”), 15 U.S.C. § 1, and various state laws. (R. 142, Am. Direct Compl.; R. 50, Indirect Compl.) Currently before the Court are eight motions to dismiss the Direct and Indirect Complaints. (R. 104, BPC Chicago’s Mot. to Dismiss the Direct Compl.; R. 105, BPC Chicago’s Mot. to Dismiss the Indirect Compl.; R. 107, Agrium, Mosaic, PCS, and BPC’s Mot. to Dismiss the Direct Compl. (“Certain Defs.’ Mot. to Dismiss the Direct Compl.”); R. 112, Agrium, Mosaic, PCS, and BPC’s Mot. to Dismiss the Indirect Compl. (“Certain Defs.’ Mot. to Dismiss the Indirect Compl.”); R. 126, Silvinit and IPC’s Mot. to Dismiss the Indirect Compl. (“JSC Defs.’ Mot. to Dismiss the Indirect Compl.”); R. 127, Silvinit and IPC’s Mot. to Dismiss the Direct Compl. (“JSC Defs.’ Mot. to Dismiss the Direct Compl.”); R. 130, Uralkali’s Mot. to Dismiss the Indirect Compl.; R. 135, Uralkali’s Mot. to Dismiss the Indirect Compl.) For the reasons stated below, the motions are granted in part and denied in part. RELEVANT FACTS Potash refers to mineral and chemical salts that contain potassium and a multitude of other elements in various combinations that are mined from naturally occurring ore deposits. (R. 142, Am. Direct Compl. ¶ 48; R. 50, Indirect Compl. ¶ 44.) Principally, potash is used as an agricultural fertilizer but is also used in the production of glass, ceramics, soaps, and animal feed supplements. (R. 142, Am. Direct Compl. ¶ 48.) It is a homogeneous product; potash supplied by one producer is interchangeable with another producer’s supply. (Id. ¶ 53.) As a result, buyers make purchase decisions based largely, if not entirely, on price. (Id.) Plaintiffs allege that the world’s potash reserves are confined to a relatively few areas, with over half of the capacity located in just two regions — Canada and the former Soviet Union (specifically Russia and Belarus). (R. 50, Indirect Compl. ¶ 46.) Further, Plaintiffs allege that the potash industry has been dominated by few companies that market, sell, and distribute potash. (Id. ¶ 52.) As of 2008, Plaintiffs allege that PCS, Mosaic, Agrium, Uralkali, Belaruskali, and Silvinit produced approximately 71% of the world’s potash. (R. 142, Am. Direct Compl. ¶ 57.) Plaintiffs allege that PCS, Mosaic, Agrium, and BPC are responsible for the vast majority of potash sales in the United States. (Id. ¶ 52.) Plaintiffs allege that prices for potash are set according to benchmarks established by Defendants based on sales to buyers in China, India, Brazil and elsewhere. (Id.) Plaintiffs allege that during the 1990’s there was an increase in the supply of potash in the market, resulting in substantial price declines and a corresponding decrease in the profits of potash producers around the world. (Id. ¶ 3.) Beginning in mid-2003, however, Plaintiffs allege that Defendants “instituted a number of price increases resulting in an unprecedented rise in potash prices.” (Id. ¶¶ 112-113.) Plaintiffs’ claim that by 2008, potash prices had increased at least 600%. (Id. ¶ 113.) Plaintiffs allege that this price increase is not commensurate with changes in the cost of potash production or other input costs and cannot be explained by demand factors. (Id. ¶¶ 129-130.) Further, Plaintiffs claim that although demand for potash and other fertilizers began to decline in 2008, prices for potash have remained high and have continued to increase while other fertilizer prices have declined. (R. 50, Indirect Compl. ¶ 124.) Plaintiffs allege that based on World Bank statistics, average fertilizer price indices rose from 1.0 to 2.2 and then fell back to 1.0 in 2008, while potash price indices started 2008 at 1.0 and rose to 3.5 by the end of the year. (Id.) Plaintiffs claim that these price increases were a result of Defendants “conspiring] and combining] to fix, raise, maintain, and stabilize the price” at which potash was sold in order to “increase profitability.” (R. 142, Am. Direct Compl. ¶ 3.) Plaintiffs allege that PCS posted first quarter 2008 income figures that were triple the year-earlier figure and that Mosaic’s earnings for first quarter 2008 were up more than 10-fold from a year earlier. (R. 50, Indirect Compl. ¶ 126.) I. The Potash Market is Conducive to a Cartel Plaintiffs claim that the potash market makes a “supply restriction cartel attractive to producers.” (R. 142, Am. Direct Compl. ¶ 54.) Plaintiffs allege that because the cost of potash is a relatively small part of total crop production costs and there are no ready, cost-effective substitutes for the product, demand for potash is elastic; as potash prices increase, buyers tend to purchase at the higher price, rather than decrease the amount of their purchases. (Id.; R. 50, Indirect Compl. ¶ 44.) Plaintiffs further claim that the majority of production costs for potash producers are variable, giving producers less incentive to operate facilities at full capacity. (R. 142, Am. Direct Compl. ¶ 55.) Plaintiffs argue that this allows a potash cartel to boost prices artificially with greater success than it would have if fixed costs were the largest component of production. (Id.) Further, Plaintiffs allege that the potash industry has very high barriers to entry. (Id. ¶ 56.) Plaintiffs estimate that a single new mine requires approximately $2.5 billion or more in upfront costs, five to seven years of development time, and additional outlays for associated roads and other infrastructure. (Id.) Plaintiffs claim that these barriers protect existing suppliers from competition and perpetuate the high market concentration. (Id.) II. Coordinated Supply Restrictions Plaintiffs allege that Defendants implemented their conspiracy “at least in part, through coordinated restrictions in potash output,” that are “contrary to the independent economic interests of the individual producers.” (Id. ¶ 87.) For example, Plaintiffs claim that as the global demand for potash declined in 2005, Defendants “jointly restricted output.” (Id. ¶ 88.) PCS announced it was shutting down three of its mines in November and December of 2005 for “inventory control purposes,” resulting in the removal of 1.34 million tons of potash from the market. (Id.; R. 50, Indirect Compl. ¶ 72.) At the same time, Mosaic announced temporary output cuts resulting in the removal of 200,000 tons from the market. (R. 142, Am. Direct Compl. ¶ 89.) Plaintiffs allege that these “joint reductions” continued into 2006. (Id. ¶ 91.) In the first quarter, PCS took 32 mine shutdown weeks reducing output from 2.4 million tons to 1.3 million tons. (Id.) At the same time, Uralkali shut down production removing 200,000 tons from the market and Belaruskali cut exports by 50%, removing approximately 250,000 tons. (Id. ¶ 92.) In the second quarter of 2006, Sil-vinit announced mine shutdowns removing approximately 100,000 tons of potash from the market. (Id. ¶ 93.) Plaintiffs allege that collectively, Uralkali, Belaruskali, and Silvinit removed over a half a million tons of potash from the market in early 2006 and that other potash suppliers “commended” this action and noted that in the past the former Soviet Union producers “had undermined efforts to control prices by flooding the market during low demand periods.” (R. 50, Indirect Compl. ¶ 75.) Plaintiffs further allege that Uralkali and PCS “jointly restricted” supply in an effort to compel China, the largest potash consumer in the world, to accept a price increase. (R. 142, Am. Direct Compl. ¶ 94.) During the first half of 2006, Uralkali and PCS reduced their capacity utilization rates to 68% and 60%, respectively, thereby reducing their sales by 23% and 20%. (Id. ¶ 95.) Plaintiffs claim that Defendants’ actions led to an increase in price for potash in China, and as Defendants intended, shortly thereafter, a similar price increase throughout the world. (Id.) In 2007, Plaintiffs allege that Defendants again “jointly restricted” supply in order to “impose price increases in the potash market.” (Id. ¶ 98.) On October 25, 2007, Silvinit announced that it might have to suspend shipments from a mine because of the development of a sinkhole caused by mine flooding. (Id.) Within a day of the announcement, PCS, Uralkali, Agrium and BPC announced that they would also suspend potash sales because of Silvinit’s shutdown. (Id.) Plaintiffs claim that this “joint suspension” makes no economic sense absent a cartel because if the market was truly competitive, Defendants, “all purportedly competitors” of Silvinit, would have an incentive to increase, and not suspend, production to take advantage of Silvinit’s reduced output and thus gain market share. (Id. ¶ 103.) Further, Plaintiffs allege that the announcement of PCS’s suspension of sales was made, not by PCS, but by its purported competition, Uralkali. (R. 50, Indirect Compl. ¶ 77.) Plaintiffs claim that Uralkali announced that “these decisions could have an upward impact on potash prices.... ” (Id.) On November 6, 2007, Plaintiffs allege that Silvinit announced that the sinkhole was advancing more slowly than it had previously feared and therefore it would resume sales. (R. 142, Am. Direct Compl. ¶ 101.) Within a day, Uralkali, PCS, and Agrium announced that they too would resume sales. (Id.) Plaintiffs allege that “Uralkali refused to explain the reason for resuming sales; however, a BPC official told a reporter that the decision had been made ‘after studying the market.’ ” (R. 50, Indirect Compl. ¶ 82.) Plaintiffs claim that shortly after these announcements that sales would resume, potash prices increased to record highs because of fears of a global shortage. (R. 142, Am. Direct Compl. ¶ 102.) In May 2008, Plaintiffs allege that Sil-vinit announced that another expanding sinkhole threatened its potash supply and suggested that it might have to shut down production. (Id. ¶ 104.) Within two weeks, however, Silvinit announced that the sinkhole had stopped growing and that the situation could not get any worse. (Id.) Nevertheless, as a result of the threatened shutdown, potash prices again increased dramatically. (Id. ¶ 105.) On July 8, 2008, PCS announced that prices in the United States would increase by $250 per ton, 48% above the previous price. (Id.) Shortly thereafter in August 2008, BPC contracted to supply 30,000 tons of potash to United States purchasers at $1,000 per ton. (Id. ¶ 106.) A few months later on November 1, 2008, Plaintiffs allege that Uralkali announced that it would cut potash production due to the decrease in potash fertilizers purchased in the global market. (Id. ¶ 107.) In December 2008, PCS and Agri-um also announced additional cutbacks. (Id.) Specifically, Agrium announced a decrease in production at its North American plants and PCS announced that it would cut production by 2 million tons, representing 15% of its expected capacity for the first quarter of 2009. (Id.) Plaintiffs claim that although “potash suppliers repeatedly attributed dramatic prices [sic] increases to a ‘tight supply/demand balance’ ” during the Class Period, a number of Defendants had excess potash capacity. (R. 50, Indirect Compl. ¶ 90.) Specifically, Plaintiffs claim that PCS only had a utilization rate between 54% and 69% during the Class Period and that the company “could have raised their utilization rate if they had wanted to increase production of potash.” (Id. ¶ 91.) Similarly, Plaintiffs allege that in December 2007, “Uralkali claimed that it had the ‘ability to add significant capacity on the cheapest basis vs. global peers.’ ” (Id. ¶ 92.) Plaintiffs claim that notwithstanding excess capacity, “Defendants jointly coordinated to restrict this capacity to increase prices for potash.” (Id. ¶ 95.) III. High Level of Cooperation and Opportunity for Defendants to Conspire Finally, Plaintiffs allege that there was a high level of cooperation between Defendants and thus an opportunity for them to conspire to fix the price of potash. (Id. ¶¶ 67, 79.) Plaintiffs claim that “[t]he major potash suppliers have joint ventures or overlapping interests that involve competitors in the potash market.” (R. 50, Indirect Compl. ¶ 61.) Specifically, PCS, Agri-um and Mosaic were joint venturers and equal shareholders in Canpotex Ltd. (“Canpotex”), a Canadian corporation that sold, marketed and distributed potash throughout the world with the exception of the United States and Canada. (R. 142, Am. Direct Compl. ¶¶ 31, 68; R. 50, Indirect Compl. ¶ 55.) Plaintiffs allege that Canpotex sales are allocated among the shareholders based on production capacity and if a shareholder cannot satisfy demand, “the remaining shareholders are entitled to satisfy demand.” (Id. ¶ 56.) Plaintiffs allege that through participation in Canpotex, PCS, Agrium and Mosaic had access to each others’ sensitive production capacity and pricing information. (Id.) Further, Plaintiffs claim that although Canpotex was initially formed “to coordinate sales of potash produced in Canada,” the company has entered into cooperative marketing agreements with producers from the former Soviet Union. (Id. ¶ 57.) For example, in January 2001, Plaintiffs allege that Canpotex entered a joint marketing agreement with Uralkali, under which Canpotex agreed to market Uralkali potash outside North America and Europe. (Id.) Further, Plaintiffs allege that producers from the former Soviet Union have also consolidated sales and marketing of potash through a single entity, BPC. (Id. ¶ 58.) BPC was formed as a joint venture between Uralkali and Belaruskali in 2005, through which the companies supply 34% of the world’s exports of potash. (Id.) Plaintiffs allege that Silvinit has been in active negotiations to join BPC and that Dmitry Rybolovlev (“Rybolovlev”) is a major owner of both Uralkali and Silvinit. (Id. ¶ 59.) Plaintiffs claim that Rybolovlev owns at least 66% of the stock of Uralkali and about 20% of the voting shares of Silvinit. (Id.) Plaintiffs allege that these “mutually beneficial” business relationships between Defendants “not only provided the opportunity to conspire, but it also created a financial incentive to do so.” (Id. ¶ 60.) Plaintiffs further allege that Defendants routinely held meetings during the Class Period and engaged in an “exchange program” with senior executives visiting each others’ plants. (Id. ¶ 62; R. 142, Am. Direct Compl. ¶¶ 74, 76.) Plaintiffs allege that these routine meetings provided Defendants “opportunities to conspire and exchange highly sensitive competitive information,” including “pricing, capacity utilization, and other important prospective market information.” (Id. ¶¶ 78, 79.) Specifically, on October 11, 2005, Plaintiffs allege that William Doyle, President and CEO of PCS, Michael Wilson President and CEO of Canpotex, James T. Thompson, Executive Vice President of the Mosaic Company, and Vladislov Baumgert-ner, General Director, President and CEO of Uralkali, as well as representatives from Belaruskali and Silvinit met in the former Soviet Union and discussed, among other things, “highly sensitive production plans.” (Id. ¶ 75; R. 50, Indirect Compl. ¶ 63.) Plaintiffs claim that after the meeting: (1) in November and December 2005, PCS and Mosaic announced production shutdowns at certain mines; (2) in January 2006, BPC reduced production; and (3) in the second quarter of 2006, IPC shut down mines. (Id.) Similarly, in July 2006, Plaintiffs allege that a delegation from Ur-alkali visited Mosaic where they learned about Mosaic’s “management structure” and toured potash mining operations. (Id. ¶ 64.) Finally, Plaintiffs allege that Defendants are members of and regularly attended conferences sponsored by the International Fertilizer Industry Association (“IFIA”) and the Fertilizer Institute (“FI”) trade organizations. (R. 142, Am. Direct Compl. ¶¶ 81-86.) Plaintiffs claim that Defendants used these conferences “as a venue to negotiate prices for sales of potash to customers around the world.” (Id. ¶¶ 81, 83.) Specifically, Plaintiffs claim that representatives from PCS, Mosaic, Agrium, Belaruskali, Canpotex, and BPC attended an IFIA conference in Istanbul, Turkey in May 2007. (R. 50, Indirect Compl. ¶ 68.) Plaintiffs claim that during this conference, they “announced an additional price increase on their potash products.” (Id.) PROCEDURAL HISTORY On September 15, 2008, Gillespie filed the original class action against Defendants on behalf of all similarly situated indirect potash purchasers. (Gillespie v. Agrium, Docket No. 08C5253, R. 1, Compl.) On December 2, 2008, a MDL Panel consolidated related pending actions against Defendants from this District and the District of Minnesota and transferred the consolidated action to this Court. (R. I, Transfer Order.) On April 3, 2009, Plaintiffs filed consolidated Indirect and Direct Complaints in this Court. (R. 50, Indirect Compl.; R. 51, Direct Compl.) Plaintiffs allege that Defendants “conspired and combined to fix, raise, maintain, and stabilize the prices for potash” by “exchangpng] sensitive, non-public information about prices, capacity, sales volumes, and demand; allocating] market shares, customers, and volumes to be sold; and coordinating] on output, including the limitation of production.” (R. 142, Am. Direct Compl. ¶ 3; R. 50, Indirect Compl. ¶ 2.) The Direct Complaint alleges violations of the Sherman Act and seeks damages thereunder. (R. 142, Am. Direct Compl. ¶¶ 159-165.) The Indirect Complaint contains five counts: injunctive relief under the Sherman Act (Count I); violations of twenty-one state antitrust laws (Count II); violations of twenty-three state consumer protection laws (Count III); fifty state law claims of unjust enrichment (Count IV); and a restraint of trade claim under New York law (Count V). (R. 50, Indirect Compl. ¶¶ 129-202.) On June 15, 2009, Agrium, Mosaic, PCS, and BPC (collectively, “Certain Defendants”) moved to dismiss both the Direct and Indirect Complaints pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (R. 107, Certain Defs.’ Mot. to Dismiss the Direct Compl.; R. 112, Certain Defs.’ Mot. to Dismiss the Indirect Compl.) BPC Chicago joined in the aforementioned motions and, in addition, filed separate Rule 12(b)(6) motions to dismiss. (R. 104, BPC Chicago’s Mot. to Dismiss the Direct Compl.; R. 105, BPC Chicago’s Mot. to Dismiss the Indirect Compl.) On July 6, 2009, Silvinit and IPC (collectively, “JSC Defendants”) moved to dismiss the complaints pursuant to Rules 12(b)(1), 12(b)(2), 12(b)(5) and 12(b)(6). (R: 126, JSC Defs.’ Mot. to Dismiss the Indirect Compl.; R. 127, JSC Defs.’ Mot. to Dismiss the Direct Compl.) That same day, Uralkali also moved to dismiss both complaints pursuant to Rules 12(b)(1), 12(b)(2), 12(b)(4), 12(b)(5) and 12(b)(6). (R. 130, Uralkali’s Mot. to Dismiss the Indirect Compl.; R. 135, Uralkali’s Mot. to Dismiss the Indirect Compl.) ANALYSIS I. Indirect Purchaser Plaintiff Standing We begin our analysis with Certain Defendants’ contention that the Indirect Purchaser Plaintiffs lack Article III standing to assert claims under the laws of states where no named Plaintiff resides. (R. 113, Certain Defs.’ Indirect Mem. at 9.) Indirect Purchaser Plaintiffs argue that this standing challenge is premature because “class certification issues under Rule 23 are to be decided prior to issues of standing under Article III.” (R. 147, Indirect Pls.’ Resp. at 3.) Two issues must therefore be addressed in resolving Certain Defendants’ standing argument: (1) whether this Court should defer ruling on standing issues until after class certification; and (2) whether Indirect Purchaser Plaintiffs have Article III standing for claims brought under the laws of states where no named Plaintiff resides. This Court addresses each issue in turn. A. Timing of Standing Analysis Article III standing involves a threshold inquiry into whether a federal court has the power to hear the suit before it. Warth v. Seldin, 422 U.S. 490, 498, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975) (“In its constitutional dimension, standing imports justiciability: whether the plaintiff has made out a ‘case or controversy’ between himself and the defendant within the meaning of Art. III. This is the threshold question in every federal case, determining the power of the court to entertain the suit.”); see also City of Los Angeles v. Lyons, 461 U.S. 95, 101, 103 S.Ct. 1660, 75 L.Ed.2d 675 (1983); Simon v. Eastern Kentucky Welfare Rights Organization, 426 U.S. 26, 37, 96 S.Ct. 1917, 48 L.Ed.2d 450 (1976). That jurisdiction “be established as a threshold matter ‘spring[s] from the nature and limits of the judicial power of the United States’ and is ‘inflexible and without exception.’ ” Steel Co. v. Citizens for a Better Environment, 523 U.S. 83, 94, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998) (citing Mansfield, C. & L.M.R. Co. v. Swan, 111 U.S. 379, 382, 4 S.Ct. 510, 28 L.Ed. 462 (1884)). Without jurisdiction an action in federal court cannot proceed. See Hay v. Indiana State Bd. of Tax Com’rs, 312 F.3d 876, 879 (7th Cir.2002) (“Jurisdiction is the “power to declare law,” and without it the federal courts cannot proceed.”). Indirect Purchaser Plaintiffs argue that in this case class certification questions are “logically antecedent” to standing issues and should therefore be treated before this Court’s standing analysis. (R. 147, Indirect Pls.’ Resp. at 3.) In support of their contention, they rely heavily upon Ortiz v. Fibreboard Corp., 527 U.S. 815, 119 S.Ct. 2295, 144 L.Ed.2d 715 (1999), and Payton v. County of Kane, 308 F.3d 673 (7th Cir.2002). As discussed below, OHiz and Pay-ton do not require this Court to postpone the threshold inquiry into Indirect Purchaser Plaintiffs’ Article III standing. To properly understand its scope, it would be fruitful to begin our discussion of Ortiz by examining Amchem Products., Inc. v. Windsor, 521 U.S. 591, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). In Am-chem, the Supreme Court considered a challenge to the propriety of certifying a settlement-only class involving persons exposed to asbestos. See id. at 591-92, 117 S.Ct. 2231. While its analysis focused on the role settlement may play in determining class certification under Rule 23, the Court also dealt with arguments set forth by objectors stating that certain members of the settlement class lacked standing to sue because they had not sustained a cognizable injury or because their injury was not redressable. Id. at 612, 117 S.Ct. 2231. The Court declined to reach the standing arguments because the Rule 23 issues were dispositive. Id. at 612, 117 S.Ct. 2231. It held that because the resolution of the class certification issues were “logically antecedent to the existence of any Article III issues,” it was appropriate to reach them first. Id. In sequencing class certification and Article III issues in this manner, the Court expressly followed the rationale used by the Third Circuit below in Georgine v. Amchem Products, Inc., 83 F.3d 610 (3d Cir.1996). See id. at 612-13 (“We therefore follow the path taken by the Court of Appeals, mindful that Rule 23’s requirements must be interpreted in keeping with Article III constraints, and with the Rules Enabling Act, which instructs that rules of procedure ‘shall not abridge, enlarge or modify any substantive right.’ ”). In Geor-gine, while recognizing uncertainty regarding both justiciability and subject matter jurisdiction, the Third Circuit first decided the class certification issues because they were dispositive. Georgine, 83 F.3d at 623. In doing so, the Third Circuit reasoned that it was “prudent not to decide issues unnecessary to the disposition of the case, especially when many of these issues implicate constitutional questions.” Id. (citing Spector Motor Serv., Inc. v. McLaughlin, 323 U.S. 101, 105, 65 S.Ct. 152, 89 L.Ed. 101 (1944)) (expressing the rule that courts will avoid constitutional questions when possible). Thus, in deciding class certification issues prior to addressing Article III concerns, the Third Circuit and the Supreme Court were adhering to the “[fundamental and longstanding principle of judicial restraint [which] requires that courts avoid reaching constitutional questions in advance of necessity of deciding them.” Lyng v. Northwest Indian Cemetery Protective Ass’n, 485 U.S. 439, 445, 108 S.Ct. 1319, 99 L.Ed.2d 534 (1988). Approximately two years after Amchem, the Court decided Ortiz, which involved the “conditions for certifying a mandatory settlement class on a limited fund theory under Federal Rule of Civil Procedure 23(b)(1)(B).” Ortiz, 527 U.S. at 821, 119 S.Ct. 2295. As in Amchem, the Court in Ortiz dealt with arguments regarding the Article III standing of certain members of the settlement class who petitioners alleged had not suffered an injury in fact. Id. at 831, 119 S.Ct. 2295. In deciding to address class certification issues before Article III questions, the Court provided the following rationale: Ordinarily, of course, this or any other Article III court must be sure of its own jurisdiction before getting to the merits. Steel Co. v. Citizens for a Better Environment, 523 U.S. 83, 88-89, 118 S.Ct. 1003, 140 L.Ed.2d 210 (1998). But the class certification issues are, as they were in Amchem, “logically antecedent” to Article III concerns, 521 U.S. at 612, 117 S.Ct. 2231, and themselves pertain to statutory standing, which may properly be treated before Article III standing, see Steel Co., supra, at 92, 118 S.Ct. 1003. Thus the issue about Rule 23 certification should be treated first, “mindful that [the Rule’s] requirements must be interpreted in keeping with Article III constraints.... ” Amchem, supra, at 612-613, 117 S.Ct. 2231. Id. Thus, in both Ortiz and Amchem, because review of class certification issues rendered any Article III analysis unnecessary, the requirements of Rule 23 were considered “logically antecedent” to an examination of standing. Some district courts have interpreted Ortiz’s “logically antecedent” language as creating a rule requiring examination of class certification before standing where standing issues would not exist but for the proposed class. See, e.g., Kuhl v. Guitar Center, No. 07C214, 2008 WL 656049, at *3 (N.D.Ill. Mar. 5, 2008) (ruling that standing challenges are premature before class certification where the class action mechanism created the standing issues); In re Chocolate Confectionary Antitrust Litig., 602 F.Supp.2d 538, 579-81 (M.D.Pa.2009) (deferring Article III standing inquiry until after class certification proceedings); In re Grand Theft Auto Video Game Consumer Litig. (No. II), No. 06MD1739, 2006 WL 3039993, *1-2 (S.D.N.Y. Oct. 25, 2006) (same); In re Relafen Antitrust Litig., 221 F.R.D. 260, 269 (D.Mass.2004) (same). This Court, however, does not interpret Ortiz as constructing such a rule. Ortiz, as properly understood within the context of Georgine and Amchem, does not require district courts to postpone the threshold inquiry into Article III standing until after class certification. Rather, Am-chem and Ortiz are examples of the Supreme Court’s unwillingness to decide constitutional questions when other grounds of disposition are available. See Escambia County v. McMillan, 466 U.S. 48, 51, 104 S.Ct. 1577, 80 L.Ed.2d 36 (1984) (per curiam) (“It is a well-established principle governing the prudent exercise of this Court’s jurisdiction that normally the Court will not decide a constitutional question if there is some other ground upon which to dispose of the case.”); Ashwander v. TVA, 297 U.S. 288, 347, 56 S.Ct. 466, 80 L.Ed. 688 (1936) (Brandeis, J., concurring) (“The Court will not pass upon a constitutional question although properly presented by the record, if there is also present some other ground upon which the case may be disposed of.”). Because in both cases class certification issues proved dispositive, the Court turned to the Rule 23 issues as a preliminary matter. In doing so, the Court did not direct district courts to delay determining whether an actual case or controversy is before them. Indeed, several courts have also recognized that Ortiz does not provide such a directive. See Easter v. Am. West. Fin., 381 F.3d 948, 962 (9th Cir.2004) (“[Ortiz ] does not require courts to consider class certification before standing.”); Tillman v. U.S. Energy Sav. Corp., No. 08C1641, 2008 WL 2754813, at *2 (N.D.Ill. July 14, 2008) (dealing with Article III standing before class certification); see also Plumbers’ Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp., 658 Supp.2d 299, 302-05 (D.Mass.2009) (ruling on Article III standing issues prior to class certification); In re Wellbutrin XL Antitrust Litig., 260 F.R.D. 143, 151-56 (E.D.Pa.2009) (refusing to postpone an inquiry into Article III standing); Carfagno ex rel. Centerline Holding Co. v. Schnitzer, 591 F.Supp.2d 630, 633 (S.D.N.Y.2008) (“[A]d-judication of standing must be made prior to determining whether the requirements of class certification have been satisfied.”); In re Salomon Smith Barney Mut. Fund Fees Litig., 441 F.Supp.2d 579, 605-07 (S.D.NY.2006) (same). Indirect Purchaser Plaintiffs also contend that Payton requires this Court to defer ruling on Article III standing issues. (R. 147, Indirect Pls.’ Resp. at 3.) In Pay-ton, the Seventh Circuit dealt with a suit brought by former arrestees challenging county bond fees. Payton, 308 F.3d at 675. In addition to claiming individual violations of their Eighth and Fourteenth Amendment rights, the named plaintiffs also sought to represent a class that included people from counties in which they did not reside. See id. at 676, 677. The Seventh Circuit initiated its analysis of the class representation issues by stating: We have begun our analysis with the question of class certification, mindful of the Supreme Court’s directive to consider issues of class certification prior to issues of standing. See Ortiz v. Fibreboard Corp., 527 U.S. 815, 119 S.Ct. 2295, 144 L.Ed.2d 715 (1999): “the class certification issues are ... logically antecedent to Article III concerns, and themselves pertain to statutory standing, which may properly be treated before Article III standing. Thus the issue about Rule 23 certification should be treated first.” Id. at 831, 119 S.Ct. 2295 (citations omitted). Id. at 680. Contrary to what Indirect Purchaser Plaintiffs suggest, this language does not compel a district court to delay reviewing Article III standing issues until after class certification. Rather, the directive to which Payton refers is Amchem/Ortiz’s requirement that an appellate court simultaneously facing both class certification and Article III standing issues must deal with Rule 23 issues first when they are disposi-tive. Indeed,- the limitations of this directive are evidenced by subsequent cases in which the Seventh Circuit has dealt with Article III standing prior to class certification. See Arreola v. Godinez, 546 F.3d 788, 794-95 (7th Cir.2008) (deciding individual standing to pursue injunctive relief prior to evaluating class certification issues) (citing Payton). Thus, neither Ortiz nor Payton compels this Court to postpone an inquiry into the threshold issue of justi-ciability. Accordingly, this Court now proceeds to determining whether Indirect Purchaser Plaintiffs have standing to assert each of their claims. B. Standing Analysis Indirect Purchaser Plaintiffs — residents of Iowa, Kansas, Mississippi, Florida, and Michigan- — assert claims under the statutes and common law of forty-three other states, the District of Columbia, and Puer-to Rico. (R. 50, Indirect Compl. ¶¶ 129-201.) Certain Defendants ask this Court to dismiss claims brought under the laws of states in which no named Indirect Purchaser Plaintiff resides for failure to satisfy Article III standing requirements. (R. 113, Certain Defs.’ Indirect Mem. at 9.) In response, Indirect Purchaser Plaintiffs fail to provide any support establishing their individual standing to assert claims under the laws of states where they neither reside nor have alleged to have suffered injury. (R. 147, Indirect Pis.’ Resp. at 3.) Instead, they urge this Court to postpone its inquiry into Article III standing until after class certification. (Id.) Having rejected their argument, this Court now proceeds to address Article III standing issues with respect to the Indirect Purchaser Plaintiffs. An Article III standing inquiry “focuses on whether the plaintiff is the proper party to bring this suit.” Raines v. Byrd, 521 U.S. 811, 818, 117 S.Ct. 2312, 138 L.Ed.2d 849 (1997) (citing Simon, 426 U.S. at 38, 96 S.Ct. 1917). It is the “burden of the party who seeks the exercise of jurisdiction in his favor clearly to allege facts demonstrating that he is a proper party to invoke judicial resolution of the dispute.” Spencer v. Kemna, 523 U.S. 1, 11, 118 S.Ct. 978, 140 L.Ed.2d 43 (1998) (internal quotations omitted). To satisfy Article Ill’s standing requirement, a party must establish: (1) an injury in fact; (2) a causal connection between the injury and the conduct complained of; and (3) a likelihood that the injury will be redressed by a favorable decision. Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61, 112 S.Ct. 2130, 119 L.Ed.2d 351 (1992); Rawoof v. Texor Petroleum Co., 521 F.3d 750, 756 (7th Cir.2008). At the pleading stage, general factual allegations of injury resulting from defendant’s conduct may suffice to establish standing. See Lujan, 504 U.S. at 561, 112 S.Ct. 2130. This inquiry remains the same even if the case is proceeding as a class action: “That a suit may be a class action, however, adds nothing to the question of standing, for even named plaintiffs who represent a class must allege and show that they personally have been injured, not that injury has been suffered by other, unidentified members of the class to which they belong and which they purport to represent.” Simon, 426 U.S. at 40 n. 20, 96 S.Ct. 1917; see also Payton, 308 F.3d at 682 (“[I]t bears repeating that a person cannot predicate standing on injury which he does not share. Standing cannot be acquired through the back door of a class action.”). To have standing as a class representative, the plaintiff must be part of the class, “that is, he must possess the same interest and suffer the same injury shared by all members of the class he represents.” Keele v. Wexler, 149 F.3d 589, 592-93 (7th Cir.1998) (citing Schlesinger v. Reservists Comm. to Stop the War, 418 U.S. 208, 216, 94 S.Ct. 2925, 41 L.Ed.2d 706 (1974)). Here, the Indirect Purchaser Plaintiffs present no allegations that they have suffered an “injury in fact” for each of the asserted claims. See Lujan, 504 U.S. at 560, 112 S.Ct. 2130 (internal citations and quotation marks omitted) (“an injury in fact — an invasion of a legally protected interest which is (a) concrete and particularized; and (b) actual or imminent, not conjectural or hypothetical.”). Read in its most reasonable light, the Indirect Complaint alleges that an injury — paying “supra-competitive, artificially inflated prices for potash products” — was suffered in their respective states of residence. (R. 50, Indirect Compl. ¶ 157.) The Indirect Complaint does not allege personal injury in any other state, thus, Indirect Purchaser Plaintiffs fail to satisfy their burden of showing Article III standing for states where they do not reside. Accordingly, this Court dismisses claims based on the antitrust and consumer unfair competition statutes of the following jurisdictions: Arizona, California, District of Columbia, Maine, Minnesota, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, South Dakota, Tennessee, Vermont, West Virginia, and Wisconsin. This Court also dismisses claims under the consumer protection and unfair competition statutes of the following jurisdictions: Alaska, Arkansas, California, District of Columbia, Florida, Idaho, Maine, Massachusetts, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Mexico, New York, North Carolina, Pennsylvania, Rhode Island, Utah, Vermont, West Virginia, and Wisconsin. Finally, for similar reasons, claims under the common law claim of unjust enrichment in the following jurisdictions are also dismissed: Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, District of Columbia, Georgia, Hawaii, Idaho, Illinois, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Minnesota, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming. II. Subject Matter Jurisdiction Next, Defendants move to dismiss both the Direct and Indirect Complaints for want of subject matter jurisdiction. (R. 107, Certain Defs.’ Mot. to Dismiss the Direct Compl.; R. 112, Certain Defs.’ Mot. to Dismiss the Indirect Compl.; R. 126, JSC Defs.’ Mot. to Dismiss the Indirect Compl.; R. 127, JSC Defs.’ Mot. to Dismiss the Direct Compl.) Federal Rule of Civil Procedure 12(b)(1) provides for dismissal of an action for lack of subject matter jurisdiction. Fed.R.Civ.P. 12(b)(1). Plaintiff, as the party invoking the Court’s jurisdiction, has the burden of proving jurisdictional facts by a preponderance of the evidence. Meridian Sec. Ins. Co. v. Sadowski 441 F.3d 536, 543 (7th Cir.2006). On a facial challenge to subject matter jurisdiction, a district court must only look to the complaint and determine if the plaintiff has sufficiently alleged a basis of subject matter jurisdiction. Apex Digital, Inc. v. Sears, Roebuck & Co., 572 F.3d 440, 443 (7th Cir.2009). A. Applicability of the FTAIA to Federal Antitrust Claims 1. The FTAIA In 1982, Congress responded to concerns regarding the scope of the broad jurisdictional language of the Sherman Act by enacting the Foreign Trade Antitrust Improvements Act (“FTAIA”), 15 U.S.C. § 6a. See IB Phillip Areeda & Herbert Hovenkamp, Antitrust Law ¶ 272i, at 286-87 (3d ed. 2006) (hereinafter Areeda & Hovenkamp). The FTAIA states: Sections 1 to 7 of this title [Sherman Act] shall not apply to conduct involving trade or commerce (other than import trade or import commerce) with foreign nations unless— (1) such conduct has a direct, substantial, and reasonably foreseeable effect— (A) on trade or commerce which is not trade or commerce with foreign nations, or on import trade or import commerce with foreign nations; or (B) on export trade or export commerce with foreign nations, of a person engaged in such trade or in commerce in the United States; and (2) such effect gives rise to a claim under the provisions of sections 1 to 7 of this title, other than this section. 15 U.S.C. § 6a. In enacting the FTAIA, Congress sought to strip federal courts of jurisdiction over certain types of foreign commercial activity. See United Phosphorus, Ltd. v. Angus Chem. Co., 322 F.3d 942, 951-52 (7th Cir.2003) (en banc) (holding that the FTAIA is a jurisdictional and not a substantive limitation on a Sherman Act claim). The FTAIA “initially lays down a general rule placing all (nonimport) activity involving foreign commerce outside the Sherman Act’s reach. It then brings such conduct back within the Sherman Act’s reach provided that the conduct both (1) sufficiently affects American commerce, i.e., it has a “direct, substantial, and reasonably foreseeable effect” on American domestic, import, or (certain) export commerce, and (2) has an effect of a kind that antitrust law considers harmful, i.e., the “effect” must “giv[e] rise to a [Sherman Act] claim.” ” F. Hoffmann-La Roche Ltd. v. Empagran S.A., 542 U.S. 155, 162, 124 S.Ct. 2359, 159 L.Ed.2d 226 (2004). This statute makes clear that the concern of the antitrust laws is the protection of American consumers and exporters, not foreign consumers or producers. Id. at 161, 124 S.Ct. 2359 (citing H.R.Rep. No. 97-686, pp. 1-3, 9-10 (1982)). Defendants argue that the FTAIA strips this Court’s subject matter jurisdiction over Plaintiffs’ federal antitrust claims because the complaints allege overseas anti-competitive behavior that does not have a “direct, substantial, and reasonably foreseeable effect” on American commerce. (R. 108, Certain Defs.’ Direct Mem. at 22-30; R. 113, Certain Defs.’ Indirect Mem. at 7-9; R. 128, JSC’s Mem. at 5-7.) Specifically, they contend that the link between any alleged anticompetitive actions and their effect in the United States is much too attenuated to be considered “direct.” (Id.) Thus, they conclude that such activity is placed outside of this Court’s subject matter jurisdiction by the FTAIA. (Id.) Plaintiffs respond by drawing this Court’s attention to the FTAIA’s introductory language, which contains a parenthetical explicitly excluding “import trade or import commerce” from its reach. (R. 144, Direct Pls.’ Resp. at 16-18; R. 147, Indirect Pls.’ Resp. at 1-2; R. 154, Direct Pls.’ JSC Resp. at 20-22.) They argue that the “FTAIA’s ‘direct, substantial,] and reasonably foreseeable effect’ test [is] never reached when import trade or import commerce exist because by its terms the statute does not apply.” (Id.) 2. Conduct involving “import trade or import commerce” The FTAIA’s introductory language “provides that the antitrust law shall apply to conduct ‘involving import trade or commerce’ with foreign nations.” Carpet Group Int'l v. Oriental Rug Imp. Ass’n, Inc., 227 F.3d 62, 69 (3d Cir.2000). Unfortunately, the FTAIA does not define the “import trade or import commerce” exclusion. See Turicentro S.A. v. Am. Airlines Inc., 303 F.3d 293, 303 (3d Cir.2002); Areeda & Hovenkamp ¶ 272i, at 290 (2006). The Third Circuit, however, provided the following analysis of the relevant statutory language: The [FTAIA] does not define the term “import,” but the term generally denotes a product (or perhaps a service) has been brought into the United States from abroad. See, e.g., Webster’s Third New International Dictionary (1986) (defining an “import” as “something (as an article of merchandise) brought in from an outside source (as a foreign country)”); Black’s Law Dictionary (6th ed. 1990) (defining an “import” as a “product manufactured in a foreign country, and then shipped to and sold in this country”). Turicentro S.A., 303 F.3d at 303. This analysis is consistent with the ordinary meaning of the term, U.S. v. Berkos, 543 F.3d 392, 396-97 (7th Cir.2008) (“We assume that the legislative purpose [of the statute] is expressed by the ordinary meaning of the words used.”) (internal quotations omitted), and the FTAIA’s general objective of limiting the extraterritorial reach of American antitrust law while preserving protections for American consumers and exporters. Moreover, this interpretation does not render any other portion of the statute “redundant or meaningless.” Id. This Court will therefore use the Third Circuit’s analysis as the foundation for our inquiry into the applicability of the parenthetical exclusion in the instant case. To be considered “import trade or commerce,” the relevant inquiry is whether the “alleged conduct by the defendants ‘involved’ import trade or commerce, not whether the plaintiff’s conduct, which is not being challenged as violative of the Sherman Act, ‘involved’ import trade or commerce.” Carpet Group Int’l, 227 F.3d at 71. Therefore, not just any foreign commercial activity leading to the introduction of goods or services into the United States through “import trade or import commerce” falls under the parenthetical exclusion. Rather, only conduct by the defendant involving the importation of goods or services into the United States is covered by this exclusion to the FTAIA’s coverage. See Turicentro S.A., 303 F.3d at 303 (holding that defendants that “did not directly bring items or services into the United States” were not engaged in “import trade or import commerce.”). Further, when determining whether the parenthetical exclusion applies the term “involved” must be given a narrow construction. Id. at 304 (citing Carpet Group Int'l, 227 F.3d at 71) (“Admittedly, the FTAIA differentiates between conduct that ‘involves’ such [import trade or import commerce], and conduct that ‘directly, substantially, and foreseeably’ affects such commerce. To give the latter provision meaning, the former must be given a relatively strict construction.”). Defendants fail to properly address the applicability of the parenthetical exclusion. Instead, they attempt to redirect this Court’s attention to what they believe is the dispositive question: “whether plaintiffs’ allegations regarding sales that occurred entirely overseas may be used to support plaintiffs’ domestic antitrust claim.” (R. 159, Certain Defs.’ Direct Reply Mem. at 12; see also R. 160, Certain Defs.’ Indirect Reply Mem. at 2-3; R. 128, JSC’s Mem. at 5-7.) While Defendants are correct in noting that sales occurring entirely overseas are subject to the FTAIA’s “direct, substantial, and reasonably foreseeable effect” test, the complaints allege more than mere overseas sales that have an impact on the U.S. markets. Plaintiffs specifically allege that Defendants “sold and distributed potash in the United States, directly or through its affiliates.” (R. 142, Am. Direct Compl. ¶¶ 15, 16, 18, 19, 21, 22, 27, 68, 71, 145; R. 50, Indirect Compl. ¶¶ 1, 10, 11, 13, 14, 16, 23, 41.) Further, Plaintiffs allege that Defendants entered into a conspiracy and combination to “fix, raise, maintain, and stabilize the price at which potash is sold.” (R. 142, Am. Direct Compl. ¶ 3; R. 50, Indirect Compl. ¶ 2.) The tight nexus between the alleged illegal conduct and Defendants’ import activities leads this Court to conclude that the former “involved” the latter. Thus, Plaintiffs have pleaded enough to fall under the FTAIA’s parenthetical “import trade or import commerce” exclusion, rendering any examination of the FTAIA’s “direct, substantial, and reasonably foreseeable” effects test unnecessary. Dee-K Enters. Inc. v. Heveafil Sendirian Berhad, 299 F.3d 281, 292 (4th Cir.2002) (“in every case involving direct sales to the United States in which our antitrust laws condemn an activity per se, however foreign the conduct, United States courts would have jurisdiction without any showing whatsoever of an effect on United States commerce.”). Accordingly, Direct and Indirect Purchaser Plaintiffs’ allegations suffice to preserve this Court’s subject matter jurisdiction over their federal antitrust claims. B. Applicability of the FTAIA to State Antitrust Claims This Court must also reject Defendants’ FTAIA arguments with respect to the Indirect Complaint’s state antitrust claims. Defendants contend that the FTAIA “establishes a single, uniform national standard for the extraterritorial application of American antitrust laws” that, by virtue of the Supremacy and Commerce Clauses, necessarily preempts “state antitrust laws from applying to anticompetitive agreements in foreign markets that do not have a direct, substantial, and reasonably foreseeable effect in the United States.” (R. 113, Certain Defs.’ Indirect Mem. at 7.) Defendants are correct in noting that there could potentially be conflict with certain constitutional provisions if state antitrust laws reached foreign commercial activity that federal laws did not. That, however, is not the case here where state antitrust laws, like their federal counterparts, are only reaching conduct involving “import trade or import commerce.” As discussed above, the FTAIA excludes such conduct from its reach. Thus, the concerns Defendants raise are not presently at issue. Accordingly, this Court finds that the FTAIA does not remove federal subject matter jurisdiction over the state antitrust claims. III. Insufficient Service Rules 12(b)(4) and 12(b)(5) provide for dismissal based on insufficient process. Fed.R.Civ.P. 12(b)(4), 12(b)(5). A 12(b)(5) motion tests the sufficiency of service of process, while Rule 12(b)(4) is concerned with the form of the summons. Id.; see also Bilal v. Rotec Indus., No. 03C9220, 2004 WL 1794918, 2004 U.S. Dist. LEXIS 15488 (N.D.Ill. Aug. 5, 2004). When a defendant challenges the sufficiency of service, the burden is on the plaintiff to affirmatively demonstrate otherwise. Robinson Eng’g Co. Pension Plan & Trust v. George, 223 F.3d 445, 453 (7th Cir.2000). On March 18, 2009, Plaintiffs moved for the Court to allow alternative service on Defendants Uralkali, Silvinit, and IPC (collectively, “the Russian Defendants”) pursuant to Federal Rule of Civil Procedure 4(f)(3). (R. 40, Pis.’ Mot. to Allow Alternative Service at 1.) Plaintiffs sought alternative service means because they were unable to serve the Russian Defendants through normal procedures under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters (“Hague Convention”), opened for signature Nov. 15, 1965, 20 U.S.T. 361 (appended to Fed. R.Civ.P. 4). (Id.) On .April 23, 2009, this Court granted Plaintiffs’ motion and approved alternative service for the Russian Defendants by four alternative methods: (1) email to corporate headquarters; (2) fax to corporate headquarters; (3) delivery to BPC Chicago; and (4) delivery to Dewey & LeBoeuf LLP (“D & L”). (R. 64, Minute Entry.) Accordingly, in June 2009, Plaintiffs served the Russian Defendants via the alternative service methods. (R. 151, Kay Pulido (“Pulido”) Decl.) Now, the Russian Defendants move to dismiss both complaints based on insufficient service grounds. (R. 130, Uralkali’s Mot. to Dismiss the Indirect Compl.; R. 135, Uralkali’s Mot. to Dismiss the Indirect Compl.; R. 128, JSC’S Mem. in Support of their Mot. to Dismiss Pis.’ Compls. (“JSC’s Mem.”) at 9.) The Russian Defendants argue that the complaints should be dismissed pursuant to Rule 12(b)(5) because: (1) Plaintiffs failed to comply with the mandatory service procedures of the Hague Convention; (2) Plaintiffs’ efforts of service via fax and email did not comport with Russian law; and (3) Plaintiffs’ efforts of service through purported agents in the United States were insufficient. (R. 139, Uralkali’s Direct Mem. at 2-11.) Federal Rule of Civil Procedure 4(f) governs service of process upon individuals in foreign countries, and provides that service may be accomplished “by any internationally agreed means of service that is reasonably calculated to give notice, such as those authorized by the Hague Convention .... ” Fed.R.Civ.P. 4(f)(1). In addition to this provision, Rule 4(f)(3) also allows service “by other means not prohibited by international agreement, as the court orders.” Id. at 4(f)(3). Both the United States and the Russian Federation are parties to the Hague Convention. (R. 41-2, Decl. of Austin Cohen (“Cohen”) ¶ 2; R. 41-3, Ex. A., U.S. Dept, of State Russia Judicial Assistance Circular.) The Russian Defendants argue that Plaintiffs did not follow the provisions of the Hague Convention to effect service, and therefore service was improper. (R. 139, Uralkali’s Direct Mem. at 4.) In addition, the Russian Defendants contend that although Rule 4(f)(3) allows a court to approve alternative means of service on a foreign defendant, the plaintiff must first attempt service by the Hague Convention. (Id.) The Hague Convention was formulated to provide a simpler way to serve process abroad. Volkswagenwerk Aktiengesellschaft v. Schlunk, 486 U.S. 694, 698, 108 S.Ct. 2104, 100 L.Ed.2d 722 (1988). The primary means of service under the Hague Convention is through a receiving country’s “Central Authority,” which receives requests for service, arranges for service, and returns proofs of service. Id. at 698-99, 108 S.Ct. 2104. “[CJompliance with the [Hague] Convention is mandatory in all cases to which it applies....” Id. at 699, 108 S.Ct. 2104; see also George, 223 F.3d at 449 n. 2. Since July 2003, however, Russia has unilaterally suspended all judicial cooperation with the United States in civil proceedings and all service requests are returned unexecut-ed. (R. 41-2, Decl. of Cohen ¶ 4; R. 41-3, Ex. A., U.S. Dept, of State Russia Judicial Assistance Circular.) Accordingly, the U.S. Department of State advises litigants to seek “alternative methods of service” for defendants in Russia. (Id.) “The decision whether to allow alternate methods of serving process under Rule 4(f)(3) is committed to the ‘sound discretion of the district court.’ ” Brockmeyer v. May, 383 F.3d 798, 804 (9th Cir.2004) (citations omitted); see also Hinsey v. Better Built Dry Kilns, Inc., No. 08C114, 2009 WL 1766883, *2, 2009 U.S. Dist. LEXIS 52557, *6 (N.D. Ind. June 22, 2009) (“Rule 4(f)(3) provides the Court with flexibility and discretion empowering courts to fit the manner of service utilized to the facts and circumstances of the particular case.”)- Court-directed service pursuant to Rule 4(f)(3) is particularly appropriate where a signatory to the Hague Convention has “refused to cooperate for substantive reasons.” Fed.R.Civ.P. 4(f)(1) advisory committee’s note (1993 Amendments). Under such circumstances, plaintiffs are not required to first attempt service through the Hague Convention. See id. (“Use of the [Hague] Convention procedures, when available, is mandatory if the documents must be transmitted abroad to effect service.” (emphasis added)); see also In re LDK Solar Secs. Litig., No. C 07-5182, 2008 WL 2415186, *2, 2008 U.S. Dist. LEXIS 90702, *6 (N.D.Cal. Jun. 12, 2008) (authorizing an alternative means of service on Chinese defendants without first attempting “potentially fruitless” service through the Hague Convention’s Chinese Central Authority); Arista v. Media Services LLC, No. 06 Civ. 15319, 2008 WL 563470, 2008 U.S. Dist. LEXIS 16485 (S.D.N.Y. Feb. 25, 2008). Accordingly, on April 23, 2009, this Court granted Plaintiffs’ motion to use alternative service to serve the Russian Defendants. (R. 64, Minute Entry.) At that time, the Court recognized that this was “an exceptional case” that warranted service pursuant to Rule 4(f)(3). (Tr. of April 23, 2009 Proceedings at 5:4-20.) The Court concluded that if we did not allow alternative service, “it would basically thwart [the Russian Defendants] from ever being served in this case and would stall litigation.” (Id.) The Court finds no reason to alter our decision now. Plaintiffs could not serve the Russian Defendants under the Hague Convention; therefore service under Rule 4(f)(3) was appropriate. Next, the Russian Defendants argue that even if service by alternative means under Rule 4(f)(3) was appropriate, “Plaintiffs’ efforts to serve [the Russian Defendants] by facsimile and email did not comport with Russian law.” (R. 139, Uralkali’s Direct Mem. at 6-8.) Again, Rule 4(f)(3) gives this Court discretion to customize service to the facts and circumstances of a particular case. Hinsey, 2009 WL 1766883 at *2, 2009 U.S. Dist. LEXIS 52557 at *6. When exercising this discretion, “an earnest effort should be made to devise a method of communication that is consistent with due process and minimizes offense to foreign law.” Fed.R.Civ.P. 4(f)(3) advisory committee’s note (1993 Amendments); see also United States CFTC v. Lake Shore Asset Mgmt., No. 07C3598, 2008 WL 4299771, *4, 2008 U.S. Dist. LEXIS 85084, *12 (N.D.Ill. Sept. 17, 2008) (Rule 4(f)(3) permits service by any means not prohibited by international agreement, as long as the method of ser vice comports with constitutional notions of due process.). Courts have found that service via email and fax are reasonable under Rule 4(f)(3). MacLean-Fogg Co. v. Ningbo Fastlink Equip. Co., No. 08C2593, 2008 WL 5100414, *1, 2008 U.S. Dist. LEXIS 97241, *2 (N.D.Ill. Dec. 1, 2008) (concluding that service of process via email and fax comports with constitutional notions of due process and may be authorized under Rule 4(f)(3)); see also Rio Props. v. Rio Int’l Interlink, 284 F.3d 1007, 1018 (9th Cir.2002) (determining that email service was properly ordered by the district court using its discretion under Rule 4(f)(3)); Bank Julius Baer & Co. Ltd. v. WikiLeaks, No. C 08 824, 2008 WL 413737, *2, 2008 U.S. Dist. LEXIS 14758, *6 (N.D.Cal. Feb. 13, 2008) (authorizing service by email under Rule 4(f)(3)); Williams v. Adver. Sex LLC, 231 F.R.D. 483, 488 (N.D.W.Va.2005) (same). Although, the Russian Defendants admit that service of judicial documents by fax or email is permissible under Russian law, they argue that such service is available only in urgent circumstances or “in cases not allowing any delay,” and that the instant case does not qualify. (R. 139, Uralkali’s Direct Mem. at 7.) The Russian Defendants rely on the declaration of Eleonora Sergeeva (“Sergeeva”), a member and co-founder of the Russian law firm Pavda and Partners. (Id.; R. 131, Sergeeva Decl.) Referencing the Arbitration Procedural Code of the Russian Federation, Sergeeva opines that in her “many years of experience practicing law before courts of the Russian Federation,” courts will only authorize service by fax or email in cases “not allowing any delay.” (Id. at ¶ 9.) Sergeeva, however, goes on to explain that “the law does not define factors for identifying cases ‘not allowing any delay,’” but instead this must be determined “on a case by case basis....” (Id.) Accordingly, Russian law, like Rule 4(f)(3), allows flexibility and empowers the Court to customize the manner of service utilized to the facts and circumstances of a particular case. See Hinsey, 2009 WL 1766883 at *2, 2009 U.S. Dist. LEXIS 52557 at *6. Therefore, service via email and fax did comply with Russian law and, as this Court previously determined, was appropriate in this case. Finally, Uralkali argues that Plaintiffs’ efforts to serve the company through BPC Chicago and D & L, its “purported ‘agents,’ ” were also insufficient. (R. 139, Uralkali’s Direct Mem. at 8.) Although the Seventh Circuit has not addressed this particular issue, contrary to Uralkali’s assertion, other circuits have found that substituted service may be effected on U.S. based agents or affiliates of foreign defendants under Rule 4(f)(3) as long as the service satisfies notions of due process. See e.g. Rio Props., 284 F.3d at 1017 (approving service of process on U.S. based affiliate and counsel of foreign defendant under Rule 4(f)(3)); 1st Tech. LLC v. Digital Gaming Solu