Full opinion text
ORDER GRANTING MOTIONS TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND DISMISSING CASE FOR FORUM NON CONVE-NIENS PAUL C. HUCK, District Judge. This case, arising out of foreign investors’ purchases of securities in off-shore investment funds closed to American investors, is before the Court on ten motions to dismiss by various Defendants. The Court has reviewed and considered the motions and associated briefing, the pertinent portions of the record, heard the argument of counsel on July 8, 2010, and is otherwise duly advised. For the reasons set forth below, the Court grants six Defendants’ motions to dismiss for lack of personal jurisdiction. The Court also finds that this case should be dismissed under the doctrine of forum non conveniens because Ireland is a more convenient forum to try this case. I. Introduction This hydra-like litigation, in which the main actors are non-United States citizens litigating over non-United States securities, involves numerous interdependent issues of civil procedure, federal subject matter jurisdiction, personal jurisdiction, and conflicts of law. Six Plaintiffs (two British Virgin Islands corporations, a Chilean company, and individuals residing in Mexico, Argentina, and Spain) filed a consolidated class action complaint against various banks and financial services institutions. The Plaintiffs invested in Bahamian investment funds, which in turn invested with a firm run by Bernard L. Madoff. As is now well known, Madoff did not actually invest the Bahamian funds’ money because he was running a Ponzi scheme. After the Bahamian funds lost their money in Madoffs scheme, these Plaintiffs and others filed lawsuits against various defendants. None of the plaintiffs in the potential class are citizens or residents of the United States. In fact, citizens and residents of the United States were not permitted to invest in the funds at issue. The thrust of the complaint is that the Defendants, who are financial services institutions connected in some way with the Bahamian funds, failed to perform adequate due diligence on Madoffs transactions with the funds or otherwise breached their duties to the Plaintiffs by ignoring obvious red flags that should have raised alarm about Madoffs activities. The Defendants, twelve in all from seven different countries (Spain, the Bahamas, Bermuda, Ireland, the United Kingdom, the United States, and Switzerland), are variously sued for securities fraud under federal securities law, breach of contract, breach of fiduciary duty, negligence, and other common law torts. Only two of the twelve defendants are American citizens. One of them is Banco Santander International (Banco Miami), located in Miami. Banco Miami is an Edge Act corporation and a subsidiary of Defendant Banco Santander, S.A., a major Spanish bank. The other is PricewaterhouseCoopers (PWC) LLP, a New York-based auditing firm with offices throughout the Untied States. As reflected in the allegations in the complaint, these domestic Defendants had only a tangential connection to the relevant transactions in this lawsuit, which primarily concern the diligence (or lack thereof) conducted in connection with the Bahamian funds. In addition to arguing that the Plaintiffs’ allegations fail to state a cause of action, the Defendants argue that this case should be dismissed in whole or in part because of forum selection clauses, lack of subject matter jurisdiction, lack of personal jurisdiction, and forum non conveniens. The Defendants contend that it would be far more convenient to try this case in Ireland because more parties and witnesses are located there than any other country, most of the other relevant parties and witnesses are located in Europe, only two (minor) parties are located in the United States, and it makes little sense for a United States court to try an action where choice of law rules dictate that foreign law will supply the rules of decision for the Plaintiffs’ common law claims. In addition, all the Defendants have consented to personal jurisdiction in Ireland while half of the Defendants challenge the personal jurisdiction of this Court. The Plaintiffs claim that the United States is a more convenient forum for trying this case because Madoff, the center of the fraud, was located in New York, Madoffs documents and relevant witnesses are located in the United States, the United States has an interest in applying its securities laws to this transaction, and choice of law rules dictate that New York law governs the Plaintiffs’ common law claims. Because the jurisdictional and choice of law limitations incumbent upon this Court are designed to ensure that federal courts do not exercise jurisdiction or apply local law to defendants and controversies with little connection to this forum, the Plaintiffs have encountered a great deal of difficulty fitting their claims within established frameworks for applying federal securities law, exercising personal jurisdiction, and applying local law. For example, despite the Supreme Court’s recent holding that the Securities and Exchange Act lacks language sufficient to override the judicial presumption against extraterritorial application of a federal statute, the Plaintiffs rely on a strained reading of both that holding and other Supreme Court precedents in arguing that fraud in connection with foreign investors’ purchases in a Bahamian fund is nonetheless actionable under federal securities law. Similarly, the Plaintiffs’ personal jurisdiction allegations against many of the Defendants are not based on the Defendants’ own contacts but on those of other corporations or individuals. Because the record indicates that half of the Defendants lack jurisdictionally sufficient contacts with the United States, Plaintiffs essentially ask the Court to ignore the corporate form and, without establishing a legal basis for doing so, impute to these Defendants the contacts of other entities and Defendants. Plaintiffs further claim that the Defendants are attempting to play a “corporate shell game,” which justifies the imputation of others’ contacts to the various Defendants for personal jurisdiction purposes. The Supreme Court, however, has described the legal distinction between a corporation and its shareholders as “[a] basic tenet of American corporate law.” Dole Food Co. v. Patrickson, 538 U.S. 468, 474, 123 S.Ct. 1655, 155 L.Ed.2d 643 (2003); see also First Nat’l City Bank v. Banco Para El Comercio Exterior de Cuba, 462 U.S. 611, 625, 103 S.Ct. 2591, 77 L.Ed.2d 46 (1983) (“Separate legal personality has been described as ‘an almost indispensable aspect of the public corporation.’ ”). The Plaintiffs fail to substantiate their jurisdictional claims with evidence of agency or alter ego relationships sufficient to impute the conduct of other persons or entities to the Defendants challenging personal jurisdiction. The burden-shifting framework established by the Eleventh Circuit for evaluating motions to dismiss for personal jurisdiction requires the plaintiff to produce competent evidence in support of his jurisdictional claims once the defendant has rebutted the jurisdictional allegations in the complaint. Plaintiffs have not produced such evidence. Their failure to rebut, with some admissible evidence, the statements in the various Defendants’ affidavits explaining how the Defendants acted as separate legal entities, fatally undermines the Plaintiffs’ case for personal jurisdiction over half of the Defendants in this case. Courts have found that the Defendants’ remaining contacts, which consist mostly of telephonic, fax, and e-mail communications, or wire transfers through affiliate banks, do not, on their own, suffice to establish personal jurisdiction. Since the Court lacks personal jurisdiction over half (and apparently some of the most important) of the Defendants in this action, including the Bahamian funds’ auditor, custodian, administrator, and a director, it makes little sense to try an expensive and time-consuming case in Florida while another court, in a virtually duplicative proceeding over four thousand miles away, potentially adjudicates the same legal and factual issues. The Plaintiffs do not agree that the inability to try this entire case in the United States weighs in favor of trying all claims together in another venue. The Court, however, considers this a textbook example of a private convenience factor favoring forum non conveniens dismissal. Choice of law considerations also favor trying this case in Ireland. In their motions to dismiss, many of the Defendants argue that the Plaintiffs’ claims are barred by Irish and Bahamian law, which, under applicable choice of law rules, appear to govern many of the Plaintiffs’ claims. The Court also notes the possibility that the laws of other nations, such as Switzerland or Spain, may also be applicable to some aspects of the transactions at issue. Even though the relevant transactions took place between foreign parties outside the United States, the Plaintiffs insist the New York common law — and not the law of any other jurisdiction — governs all of their common law claims. Despite the fact that the Supreme Court has expressly declined to extend federal securities law to the claims at issue and the distinct possibility that other nations may have laws and regulations that govern the securities transactions here (not to mention the near certainty that foreign law governs most, if not all, of the Plaintiffs’ common law claims), the Plaintiffs contend that a Florida court should apply federal securities law and New York common law in adjudicating claims between, for instance, a Spanish investor and a Spanish bank, a British Virgin Islands company and an Irish auditor, or a Mexican investor and a Swiss investment manager, none of whom contracted to perform any services for the Plaintiffs in the United States. The Court finds that it is not appropriate to try to force a square peg (claims by foreign parties, governed by foreign law and concerning foreign securities) into a round hole (an American court). Because Ireland offers an available and more convenient alternative for trying this case on the merits, it should be tried there. As the Eleventh Circuit has explained, forum non conveniens is a favored and workable intellectual tool that, by “separating out for hearing only those cases where contacts with the American forum predominate,” offers a reasonable solution to “vexing jurisdictional” and “complicated international choice of law questions increasingly presented to district courts.” Sigalas v. Lido Maritime, Inc., 776 F.2d 1512, 1519 n. 10 (11th Cir. 1985). District courts have discretion to first address objections to personal and subject matter jurisdiction, or to first consider dismissal for forum non conveniens. See Sinochem Int’l Co., Ltd. v. Malaysia Int’l Shipping Corp., 549 U.S. 422, 127 S.Ct. 1184, 167 L.Ed.2d 15 (2007). Accordingly, the Court will adjudicate the motions to dismiss for personal jurisdiction because the Court’s ability to exercise personal jurisdiction over all Defendants is an important private convenience factor in the forum non conveniens analysis. Because the Court concludes that it lacks personal jurisdiction over six of the twelve Defendants, one or more lawsuits would have to be filed in other countries to adjudicate all the claims that the Plaintiffs assert. Since Ireland can conduct a single trial with personal jurisdiction over all Defendants, it is a far more convenient forum to try the Plaintiffs’ claims. Additionally, under applicable choice of law rules, United States common law will apply to few, if any, of the Plaintiffs’ claims. If this case were tried in Ireland, however, Irish courts would apply Irish law to many or most of the claims at issue. An Irish court is also better equipped to apply the local laws of other European nations. And the lack of a jury system in Ireland will avoid the unnecessary confusion and squandering of judicial resources that would ensue in instructing a jury on Bahamian, Irish, or other applicable law before it adjudicated claims of Latin American, Caribbean, and European investors against mostly European institutions and individuals. To better understand the nature of this litigation and the complexity of the issues raised in the various motions, the Court will now introduce the key players and provide additional background. II. Background The six named Plaintiffs in this action are Inversiones Mar Octava Limitada, International Harvester Limited, San Javier International Limited, Juan Gonzalo Perez Valdez, Marcelo Guillermo Testa, and Antonio Atencia Puado. They are, respectively, a Chilean company, two British Virgin Islands corporations, and individuals from Mexico, Argentina, and Spain. Mar Octava, San Javier, and Valdez invested their money through Defendant Banco Miami in two Bahamian investment funds, Optimal SUS and Optimal Arbitrage, which, through an Irish custodian, Defendant HSBC Trust Services, invested with MadofPs firm. Harvester and Puado invested in the Optimal funds through Banco Santander Suisse, S.A. (Banco Switzerland), and Testa invested through Santander Bank & Trust, Ltd. (Bahamas). Neither of these two Banco Santander entities are defendants in this action because of forum selection clauses requiring that claims against them be brought in Switzerland and the Bahamas respectively. Defendant Banco Santander, S.A. (Banco Spain), is the parent company of Banco Switzerland and Defendant Banco Miami, as well as Defendant Optimal Investment Services, a Swiss investment management company and the Optimal funds’ investment manager. Other corporate Defendants include HSBC Securities Services, an Irish company that acted as the Optimal funds’ administrator, and PWC Ireland, which audited one of the Optimal funds. The Plaintiffs have also sued three individual directors of the Optimal funds: Manuel Echevarria Falla, a resident of Switzerland, who for a period was also the CEO and Chief Investment Officer of Optimal Investment Services; Brian Wilkinson, a citizen of the Bahamas who resides in Ireland; and Inder Rieden, a Dutch citizen who resides in the Bahamas. Finally, the Plaintiffs sue PWC International, a U.K. auditing firm, PWC LLP, an auditing firm incorporated in New York with branch offices throughout the United States, and PWC Bermuda, a Bermudan auditing firm. The complaint alleges that the various PWC entities operate as a unitary organization and that the member firms act as agents of PWC International. The Plaintiffs have asserted securities fraud claims under Rule 10b-5, and control liability under Rule 20(a). They have also asserted various common law claims, including breach of contract, negligence, and breach of fiduciary duty. In summary, Plaintiffs allege that all Defendants ignored “obvious red flags” in the course of their diligence, such as Madoffs failure to identify counterparties; Madoff s failure to verify the existence of government securities (United States Treasury obligations); Madoffs use of a small, unknown auditing firm; Madoffs failure to provide sufficient information to allow others to conduct reasonable due diligence; and Madoffs consistent reporting of unattainable returns. The complaint contains a more detailed account of specific instances of alleged malfeasance in connection with the Defendants’ diligence activities, but it is not necessary to repeat these allegations here because the Court will not adjudicate the Plaintiffs’ claims on the merits. Six Defendants challenge the Court’s personal jurisdiction: the two HSBC Defendants, PWC Ireland, PWC Bermuda, Rieden, and Wilkinson. Many of the Defendants contest the Plaintiffs’ standing to bring suit against them. The Defendants argue that the Plaintiffs’ claims are derivative of their status as shareholders in the Optimal funds and the claims properly belong to the funds themselves, not the Plaintiffs. The Defendants also contest whether they owe a duty to the Plaintiffs under applicable common law tort standards. Of course, the various Defendants’ duty of care, and the consequent level of diligence each should be charged with, are disputed issues in this case that the Court would address if it reached the merits of Defendants’ motions to dismiss for failure to state a claim. But the Court will not address these issues, as they go to the merits of the Plaintiffs claims and, having concluded that Ireland is a more convenient forum to try this case, the Court will defer to the Irish court to adjudicate these dispositive legal questions. On the other hand, because the existence of federal securities claims is relevant to the forum non conveniens analysis, the Court will decide whether the Plaintiffs can assert federal securities fraud claims. III. Foreign Securities Fraud Claims after Morrison v. National Australia Bank On June 24, 2010, the Supreme Court decided Morrison v. National Australia Bank Ltd., — U.S.-, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010). Morrison meaningfully altered the face of this case by retiring the “effects” and “conduct” tests adopted by various circuits in determining the extraterritorial reach of federal securities fraud claims. Prior to Morrison, there was a circuit split regarding the level of domestic conduct necessary to establish subject matter jurisdiction for federal securities fraud claims brought by foreign investors in foreign stock. The Second, Fifth, and Seventh Circuits adopted a restrictive approach, requiring that the domestic conduct be material to the fraud’s success, while the Third, Eighth, and Ninth Circuits adopted a more lenient standard that required only some “significant” domestic conduct. Compare, e.g., Kauthar SDN BHD v. Sternberg, 149 F.3d 659, 667 (7th Cir.1998) with Continental Grain (Australia) Pty., Ltd. v. Pacific Oil- seeds, Inc., 592 F.2d 409, 421 (8th Cir. 1979). The D.C. Circuit reluctantly-adopted the Second Circuit’s approach after expressing concern that the securities act was not intended to have any extraterritorial reach. Zoelsch v. Arthur Andersen & Co., 824 F.2d 27, 32 (D.C.Cir.1987). Morrison found that the D.C. Circuit’s concerns were justified and, applying the judicial presumption against the extraterritoriality of a federal statute, held that fraud in connection with the purchase of stock in an Australian bank by Australian investors was not actionable under Section 10(b) of the Securities Exchange Act of 1934. Adopting what it described as a “transactional test,” Morrison held that “Section 10(b) [of the Securities Act] reaches the use of a manipulative or deceptive device or contrivance only in connection with the purchase or sale of a security listed on an American stock exchange, and the purchase or sale of any other security in the United States.” 130 S.Ct. at 2888. In this case, the Plaintiffs neither purchased shares on an American stock exchange, nor did they purchase shares in the United States. They made off-shore purchases in off-shore Bahamian investment funds closed to United States investors. The Plaintiffs’ securities fraud claims therefore do not survive Morrison. During oral argument, Plaintiffs argued that their claims satisfy Morrison’s transaction test because their purchase was made “in connection with” Madoff s investment fund. Plaintiffs reason that their purchase of the Optimal funds was for the purpose of ultimately investing with Ma-doff s firm, which purported to hold securities listed on American stock exchanges. Plaintiffs ask the Court to distinguish Morrison because the Morrison plaintiffs did not intend to ultimately own stocks listed on an American exchange. To justify their expansive view of the phrase “in connection with,” Plaintiffs cite the Supreme Court’s precedents in Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit, 547 U.S. 71, 126 S.Ct. 1503, 164 L.Ed.2d 179 (2006), SEC v. Zandford, 535 U.S. 813, 122 S.Ct. 1899, 153 L.Ed.2d 1 (2002), and United States v. O’Hagan, 521 U.S. 642, 117 S.Ct. 2199, 138 L.Ed.2d 724 (1997). A close reading of these cases, side by side with Morrison, indicates that the phrase “in connection with” refers generally to the fraud that is alleged, not the purchase or sale of securities. And to conclude otherwise, in our age of global finance, would undermine Morrison’s central holding by subjecting many foreign transactions to United States securities law. Morrison specifically cited amicus briefs filed by foreign nations and commercial associations and noted that the transactional test it adopted would prevent United States courts from interfering with foreign securities regulation. 130 S.Ct. at 2885-86. The funds at issue in this case are registered under the laws of the Bahamas, and the Plaintiffs purposefully went off-shore to invest. Adjudicating the Plaintiffs’ securities fraud claims would therefore entail the type of interference with foreign securities regulation that Morrison sought to avoid. Moreover, looking to the subjective intent of foreign investors to determine whether the securities act applies is clearly contrary to Morrison. The Supreme Court devoted substantial discussion to criticizing the unpredictability of the various approaches previously employed by the courts of appeals. 130 S.Ct. at 2877-81. Adopting the unpredictable and subjective criterion suggested by the Plaintiffs (i.e., a foreign investor’s intent to ultimately own United States securities) would eliminate the doctrinal clarity that the Supreme Court provided in Morrison. Morrison cannot be meaningfully distinguished from the facts of this ease. While the Court concludes that in light of Morrison United States securities law does not govern this case, it does not rule out the possibility that the securities laws and regulations of foreign countries may apply. As the Court will explain below, international comity is an important public factor of the forum non conveniens analysis, and, in this case, deference to the securities laws of other nations weighs in favor of dismissal to Ireland. IV. Personal Jurisdiction A. Overview of Personal Jurisdiction Analysis Generally, a federal court “may properly exercise jurisdiction over a defendant only if two requirements are met: (1) the state long-arm statute, and (2) the Due Process Clause of the Fourteenth Amendment.” Posner v. Essex Ins. Co., 178 F.3d 1209, 1214 (11th Cir.1999). “A plaintiff seeking to obtain jurisdiction over a nonresident defendant initially need only allege sufficient facts to make out a prima facie case of jurisdiction.” Posner, 178 F.3d at 1214. Assuming that a plaintiffs jurisdictional allegations are sufficient, “the burden shifts to the defendant to make a prima facie showing of the inapplicability of the [long-arm] statute.” Polskie Linie Oceaniczne v. Seasafe Transport A/S, 795 F.2d 968, 972 (11th Cir.1986). “If the defendant sustains this burden, the plaintiff is required to substantiate the jurisdictional allegations in the complaint by affidavits or other competent proof, and not merely reiterate the factual allegations in the complaint.” Id.; see also Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1249 (11th Cir.2000). The Eleventh Circuit’s burden-shifting framework is fatal to the Plaintiffs’ claims. During oral argument, the Plaintiffs argued that their allegations are sufficient to establish personal jurisdiction. Because the agency relationships Plaintiffs allege for personal jurisdiction purposes have been rebutted by the Defendants’ affidavits, the allegations are not sufficient to survive a motion to dismiss. Plaintiffs have not met their burden to produce competent evidence substantiating their agency allegations. Plaintiffs contend that New York’s long-arm statute confers personal jurisdiction over each of the six Defendants who challenge personal jurisdiction. The Court questions whether New York’s, and not Florida’s, long-arm statute is the relevant jurisdictional statute as the Plaintiffs contend. Nevertheless, because neither Florida’s nor New York’s long-arm statute confers personal jurisdiction over the Defendants who challenge it, the Court does not need to decide which long-arm statute properly applies to these Defendants. B. Defendants Challenging Personal Jurisdiction 1. HSBC Defendants (HSBC Securities Services Ireland and HSBC Institutional Trust Services Ireland) HSBC Securities served as the administrator, registrar, and transfer agent for the Optimal funds while HSBC Trust Services served as the funds’ custodian. The custodian is charged with transferring funds between the clients’ accounts and the broker-dealer (in this case Madoff) when clients subscribe or redeem their shares. The administrator’s responsibilities include calculating the net asset value of the clients’ shares and mailing periodic statements to the clients. Plaintiffs allege that the Ireland-based HSBC Defendants violated their administrative and custodial obligations in relation to the Optimal funds by failing to verify the pricing information supplied by Madoff when trade confirmation receipts reported prices that fell outside of the reported trading range during a given trading period. Plaintiffs sue the HSBC Defendants for common law breach of fiduciary duty, negligence, gross negligence, unjust enrichment, and securities fraud under Rule 10b-5. Plaintiffs argue that personal jurisdiction exists over the HSBC Defendants based upon their contacts with Ma-doffs firm in New York, their physical presence in New York, and their use of an affiliate bank account in connection with their collection of fees in United States dollars. 2. Brian Wilkinson & Inder Rieden Brian Wilkinson and Inder Rieden were directors of Optimal Multiadvisors from 2002 and 1995 respectively. Wilkinson is a citizen of the Bahamas and a British subject but resides in Ireland. Rieden is a Dutch citizen who resides in the Bahamas. According to affidavits submitted by Rieden and Wilkinson, neither of them has ever resided, owned or leased real property, or maintained an office or place of business in the United States. Neither currently has a bank account in the United States. Plaintiffs sue Wilkinson and Rieden for breach of contract, securities fraud, conversion, and breach of fiduciary duty. Plaintiffs allege additional counts against Wilkinson for breach of fiduciary duty, negligence and gross negligence, unjust enrichment, imposition of a constructive trust, breach of contract, and a third party beneficiary breach of contract claim. Plaintiffs allege that Wilkinson and Rieden, as directors of the Optimal funds, had a fiduciary duty to the funds’ shareholders, which they breached by failing to contact Madoff in New York. Plaintiffs contend that Wilkinson’s and Rieden’s failure to contact Madoff was wrongful because they knew of numerous facts concerning Ma-doffs operations that warranted further investigation. Plaintiffs claim that personal jurisdiction exists for Rieden and Wilkinson under New York law because Ma-doffs firm acted as the Optimal funds’ agent in New York. 3. PricewaterhouseCoopers Ireland PWC Ireland was retained by Optimal SUS, one of the Optimal funds, to audit the fund. PWC Ireland issued unqualified, also known as “clean,” audit opinions, which certified that Optimal SUS’s financial statements conformed to requisite accounting standards. Plaintiffs allege that PWC Ireland did not adhere to accounting standards because it failed to verify that the fund’s assets actually existed. In both the complaint and Plaintiffs’ opposition memorandum, however, Plaintiffs oftentimes make generic references to “PwC” without indicating which PWC entity they are referring to. Plaintiffs make additional allegations that this generic “PwC” never confirmed the trades that Madoff purportedly performed by obtaining trade confirmations from Madoffs purported counterparties. Plaintiffs sue PWC Ireland for negligence and gross negligence, unjust enrichment, and securities fraud. Plaintiffs argue that personal jurisdiction exists over PWC Ireland because of an agency relationship between PWC Ireland and the PWC entities who met with Madoff in the United States, PWC LLP, and PWC Bermuda. 4. PricewaterhouseCoopers Bermuda The complaint contains only scant substantive allegations against PWC Bermuda. As mentioned above, the complaint often refers to “PwC” generically without identifying a particular entity. The complaint also alleges that the various PWC entities operated as a unitary organization and that the member firms act as agents of PWC International. Representatives of PWC Bermuda visited Madoff in New York where, according to the complaint, they blindly accepted all of Madoffs assertions and prepared a report on Madoffs activities, which report was later purchased by PWC Ireland. PWC Bermuda was not hired to audit the Optimal funds and never issued any audit opinions on the Optimal funds. Plaintiffs sue PWC Bermuda for negligence and gross negligence but do not assert any federal securities claims. Plaintiffs claim that jurisdiction is proper under New York’s long-arm statute even though PWC Bermuda was not sued in the original New York action and was added as a defendant in the consolidated amended complaint. C. Personal Jurisdiction Analysis 1. HSBC Defendants Plaintiffs do not attempt to establish personal jurisdiction under Florida’s long-arm statute. Nor do they identify any contacts between the HSBC Defendants and Florida. Accordingly, the Court cannot exercise personal jurisdiction over the HSBC Defendants under Florida’s long-arm statute. Plaintiffs argue instead that personal jurisdiction exists over the HSBC Defendants under New York’s long-arm statute. See N.Y. C.P.L.R. § 302(a)(1) (providing for personal jurisdiction over a non-domiciliary when a non-domiciliary “transacts any business within the state or contracts anywhere to supply goods or services in the state”). As Plaintiffs point out, § 302(a)(1) is a single-act statute that permits the exercise of personal jurisdiction over a non-domiciliary defendant on the basis of a single business transaction even if the defendant never enters the state. Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460, 527 N.Y.S.2d 195, 522 N.E.2d 40, 43 (1988). To satisfy the single-act requirement, however, (1) the relevant act must constitute “transacting business” in New York under the standard expounded by the New York Court of Appeals and (2) the plaintiffs claim must arise out of the underlying transaction. See id. (exercising personal jurisdiction under New York’s long-arm statute is proper if “the defendant’s activities [in New York are] purposeful and there is a substantial relationship between the transaction and the claim asserted”). A non-domiciliary transacts business within the meaning of § 302(a)(1) when by “some act ... the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” McKee Elec. Co. v. Rauland-Borg Corp., 20 N.Y.2d 377, 283 N.Y.S.2d 34, 229 N.E.2d 604, 607 (1967); see also Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958). Purposeful availment occurs when the locus of contracting or performance is New York or the defendant projects itself into New York for the purpose of creating a business relationship. See Agency Rent A Car Sys. v. Grand Rent A Car Corp., 98 F.3d 25, 29 (2d Cir.1996) (determining whether the defendant has transacted business in New York depends on (1) whether the defendant has an ongoing contractual relationship with a New York corporation, (2) whether the contract was negotiated or executed in New York, (3) whether, after executing a contract with a New York business, the defendant visited New York for the purpose of meeting with parties to the contract regarding the relationship, (4) what the choice-of-law clause is in any such contract, and (5) whether the contract requires franchisees to send notices and payments into the forum state or subjects them to supervision by the corporation in the forum state); see also Mayes v. Leipziger, 674 F.2d 178 (2d Cir. 1982) (physical presence in New York is unnecessary if the defendant’s acts are “purposeful and designed to permit it to conduct activities within New York”). A plaintiffs cause of action arises out of the defendant’s business transaction when there is a nexus between the business transacted and the plaintiffs claim. PDK Labs, Inc. v. Friedlander, 103 F.3d 1105, 1109 (2d Cir.1997); McGowan v. Smith, 52 N.Y.2d 268, 437 N.Y.S.2d 643, 419 N.E.2d 321, 323 (1981). For a sufficient nexus to exist, “a ‘substantial relationship’ must be established between a defendant’s transactions in New York and a plaintiffs cause of action.” Johnson v. Ward, 4 N.Y.3d 516, 797 N.Y.S.2d 33, 829 N.E.2d 1201, 1202 (2005). Consequently, long-arm jurisdiction will exist over a nondomicilary only “where the claim ha[s] the requisite nexus to an in-state transaction.” Id. at 1203. The HSBC Defendants’ alleged contacts with New York can be divided into three categories: (1) Correspondence contacts between the HSBC Defendants and Ma-doffs firm in New York, (2) the HSBC Defendants’ physical presence in New York, and (3) the HSBC Defendants’ use of a bank account in New York though an affiliate, HSBC Bank USA. i. Correspondence Contacts Plaintiffs argue that the HSBC Defendants “interacted” with Madoff in New York in connection with their obligations as the funds’ administrator and custodian. Plaintiffs argue that these interactions constituted “hundreds, if not thousands, of communications” with New York, but do not cite anything in their complaint or exhibits to substantiate this argument. Doc. 215, at 39 (09-20215). Plaintiffs do not allege that the HSBC Defendants entered into a contract in New York or projected themselves into New York in order to establish a business relationship. Under the relevant case law, communications and correspondence are insufficient to establish personal jurisdiction. “[T]elephone calls and correspondence sent into New York, by a non-domiciliary defendant who is outside New York, generally are insufficient to establish personal jurisdiction.” Burrows Paper Corp. v. R.G. Eng’g, Inc., 363 F.Supp.2d 379, 386 (N.D.N.Y.2005) (quoting Int’l Customs Assocs. v. Ford Motor Co., 893 F.Supp. 1251, 1261 (S.D.N.Y.1995)). Such correspondence or telephonic contacts are only sufficient to confer personal jurisdiction when the “phone calls and mailings [] serve to ‘project’ a defendant into New York in such a manner that the defendant ‘purposefully avails himself of the protections and benefits of New York Law.’ ” Roper Starch Worldwide v. Reymer & Assocs., 2 F.Supp.2d 470, 474 (S.D.N.Y.1998). For instance, in Parke-Bernet Galleries, Inc. v. Franklyn, 26 N.Y.2d 13, 308 N.Y.S.2d 337, 256 N.E.2d 506, 508 (1970), the New York Court of Appeals found a defendant’s phone calls into New York for the purpose of participating in an auction (i.e., for the purpose of entering into a contractual or business relationship) sufficient to establish personal jurisdiction under § 302(a)(1). When, however, the correspondence with New York is made for the purpose of carrying out duties pursuant to a contract formed elsewhere, and not to transact business in New York, such correspondence will not establish personal jurisdiction under New York’s long-arm statute. See Roper Starch Worldwide, 2 F.Supp.2d at 474. Plaintiffs’ allegations do not indicate that the HSBC Defendants’ telephonic and correspondence contacts with New York were purposefully designed to permit them to conduct business activities in New York. Rather, the allegations indicate that the HSBC Defendants’ correspondence with New York was incidental to another business relationship focused outside of the state. The HSBC Defendants never projected themselves into New York for the purpose of conducting business there. Therefore, the HSBC Defendants’ telephonic and correspondence contacts with New York, incidental to a contractual relationship between an Irish custodian and administrator and the Bahamian funds which they serviced, do not meet the New York long-arm statute’s transacting business requirement. ii. Physical Presence in New York Plaintiffs also argue that personal jurisdiction exists over the HSBC Defendants based on Brian Pettitt’s two visits to New York City to meet with Madoff. Pettitt was the head of HSBC Securities Network Management, a subdivision of HSBC Holdings PLC (London), which is the parent corporation of both HSBC Defendants. The HSBC Defendants submitted an affidavit explaining that Pettitt is an employee of HSBC Bank PLC, which has the same parent company, HSBC Holdings PLC (London), as the HSBC Defendants sued here. As a logical matter, even assuming that an agency relationship exists between Pettitt and HSBC Holdings PLC (London), and that Pettitt’s visits to New York are attributable to HSBC Holdings, it would not follow that they can also be imputed to the HSBC Defendants. Moreover, under New York law the actions of a parent company cannot automatically be imputed to a subsidiary. See Ins. Co. of N. Am. v. EMCOR Grp., Inc., 9 A.D.3d 319, 320, 781 N.Y.S.2d 4 (N.Y.App.Div. 2004) (“[T]he existence of an agency upon which a finding of jurisdiction may be predicated may not be inferred from the mere existence of a parent-subsidiary relationship.”) (citing Frummer v. Hilton Hotels Int’l, 19 N.Y.2d 533, 281 N.Y.S.2d 41, 227 N.E.2d 851 (1967)). A subsidiary’s actions can be attributed to a parent corporation only with a strong showing that the parent company controlled the subsidiary. Delagi v. Volkswagenwerk AG of Wolfsburg, 29 N.Y.2d 426, 328 N.Y.S.2d 653, 278 N.E.2d 895, 897 (1972) (in order to attribute the subsidiary’s contacts to the parent corporation for personal jurisdiction purposes the parent’s control over the subsidiary “must be so complete that the subsidiary is, in fact, merely a department of the parent”). Since the Court cannot automatically infer that a subsidiary is an agent of a parent, it certainly cannot infer that an agent of a parent corporation is an agent of a subsidiary corporation. Plaintiffs fail to offer any evidence that the HSBC Defendants themselves controlled Pettitt. As a result, Pettitt’s contacts with New York cannot be imputed to the HSBC Defendants and cannot provide a basis for exercising personal jurisdiction under the New York long-arm statute. iii. Use of a New York Bank Account Plaintiffs also argue that the HSBC Defendants are subject to personal jurisdiction under New York’s long-arm statute because of the designation of HSBC Bank USA Inc., located in New York, to receive fees from the Optimal funds. But according to the HSBC Defendants, and confirmed by the routing statement attached to the complaint, HSBC Bank PLC (London) opened the account with HSBC Bank USA and received fees from the Optimal funds. HSBC Bank PLC (London) in turn remunerated HSBC Services through a separate account. Plaintiffs argue that the use of this bank account establishes personal jurisdiction under Steinberg v. A Analyst Lmt., No. 04-60898, 2009 WL 806780, at *6 (S.D.Fla. Mar. 26, 2009), where the district court, applying New York law, found that the defendant’s designation of a correspondent bank account in New York to receive funds subjected the defendant to personal jurisdiction. Plaintiffs appear to ignore that Steinberg specifically distinguished the present situation where an intermediary bank designates the correspondent bank to receive funds. Steinberg found that New York’s long-arm statute would not confer personal jurisdiction in this situation since a third party’s activities cannot be used to establish personal jurisdiction. See id. (“Rather, the bank that Wise Global used, Standard Bank Asia Limited, in turn had its own correspondent bank account at Citibank, N.A. in New York, which Standard Bank utilized in connection with the redemptions from the Funds. As a result, this Court held that fact to be insufficient to establish personal jurisdiction over Wise Global.”). Moreover, even if the HSBC Defendants themselves directed or received wire transfers, the Second Circuit recently held that electronic funds transfers “in the temporary possession of an intermediary bank are not property of either the originator or the beneficiary under New York law.” Shipping Corp. of India v. Jaldhi Overseas Pte Ltd., 585 F.3d 58, 71 (2d Cir. 2009); see also Casio Computer Co. v. Sayo, No. 98 Civ. 3772(WK)(RLE), 2000 WL 1877516, at *26 (S.D.N.Y. Sept. 20, 1999) (wire transfers reaching bank in New York State insufficient to confer personal jurisdiction over defendant). Plaintiffs have not provided any authority that an affiliate bank’s designation of a bank account in New York to receive fees is sufficient to establish personal jurisdiction. Therefore, the Plaintiffs have failed to establish jurisdictionally relevant New York contacts for the HSBC Defendants and have failed to meet their burden that the HSBC Defendants transacted business in New York. See McKee Electric Co., 283 N.Y.S.2d 34, 229 N.E.2d at 607 (refusing to adopt an interpretation of the New York long-arm statute under which “every corporation whose officers or sales personnel happen to pass the time of day with a New York customer in New York runs the risk of being subjected to the personal jurisdiction of our courts” and emphasizing that the “overriding criterion [for establishing specific jurisdiction is whether the defendant commits] ‘some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws’ ”). iv. Arising From Requirement Finally, assuming that these actions do constitute transacting business in New York, the Plaintiffs would still be unable to establish personal jurisdiction in this case over the HSBC Defendants. Even if the alleged contacts constituted transacting business, they do not satisfy the long-arm statute’s “arising from” requirement. The Plaintiffs’ claims arise from the HSBC Defendants’ alleged failure to perform adequate diligence in Ireland. The Plaintiffs have not identified any tortious activity committed by the HSBC Defendants in New York and since the HSBC Defendants do not have a physical presence in New York, the actions giving rise to the Plaintiffs’ claims necessarily occurred in Ireland. While there may be cases where part performance of contractual duties in New York could subject a defendant to personal jurisdiction there, this is not such a case because the overwhelming majority of the HSBC Defendants’ performance under their agree-merits with the Optimal funds took place in Ireland. See, e.g., Beatie & Osborn LLP v. Patriot Sci. Corp., 431 F.Supp.2d 367, 388 (S.D.N.Y.2006) (finding no personal jurisdiction when “the clear majority of the performance under the [contract] occurred” outside of New York). 2. Brian Wilkinson & Inder Rieden i. Jurisdiction Based on Agency Theory The complaint contains a conclusory allegation that all Defendants have sufficient minimum contacts with New York to warrant personal jurisdiction under New York’s long-arm statute. But Plaintiffs do not identify any individual contacts between Wilkinson, Rieden, and New York. Instead, Plaintiffs argue that Wilkinson and Rieden are subject to personal jurisdiction in New York because the corporate contacts of Optimal SUS and Madoffs firm can be imputed to them. This agency relationship is based on the following allegations: Pursuant to the EMs [explanatory memoranda] dated June 2004 and thereafter, [Madoffs firm] acted as the agent and attorney-in-fact of Optimal SUS. Echeverría, Inder Rieden, and Wilkinson served as directors of Optimal SUS during the time that [Madoffs firm] served as agent and attorney-in-fact of Optimal SUS. [Madoffs firm] thus acted in New York for the benefit of, on behalf of, and with the knowledge and consent of the Director Defendants. Accordingly, this Court has personal jurisdiction over the Director Defendants under New York’s long arm statute (N.Y.C.P.L.R. § 302). Compl. ¶ 368. Even if an agency relationship existed between Optimal SUS and Madoffs investment firm, the firm’s actions cannot also be imputed to Rieden and Wilkinson. As a general matter, the acts of a corporation cannot automatically be imputed to shareholders or officers. See Suroor v. First Inv. Corp., 700 So.2d 139, 141 (Fla. 5th DCA 1997); Newberry v. Rife, 675 So.2d 684, 685 (Fla.2d DCA 1996). However, New York courts have, under certain circumstances, attributed corporate acts to a corporate principals under agency theory, see, e.g., Kinetic Instruments, Inc. v. Lares, 802 F.Supp. 976, 984 (S.D.N.Y. 1992), while Florida courts have required veil piercing. Mother Doe I v. Maktoum, 632 F.Supp.2d 1130, 1141 (S.D.Fla.2007). Because the complaint lacks veil piercing allegations, the Court will only analyze the agency issue. [F]or a corporation to be considered an agent of an officer for personal jurisdiction purposes, a plaintiff must allege: (1) that the corporation engaged in purposeful activities in New York in relation to the transaction; (2) that the corporation’s activities were performed for the benefit of the individual defendant; (3) that the corporation’s activities were performed with the knowledge and consent of the individual defendant; and (4) that the individual defendant exercised some control over the corporation. Beatie & Osborn, 431 F.Supp.2d at 389 (citing Retail Software Svcs., Inc. v. Lashlee, 854 F.2d 18, 22 (2d Cir.1988) and Kreutter, 527 N.Y.S.2d 195, 522 N.E.2d at 44). In this respect, “a plaintiffs allegations must sufficiently detail the defendant’s conduct so as to persuade a court” of the existence of a control relationship. Karabu Corp. v. Gitner, 16 F.Supp.2d 319, 324 (S.D.N.Y.1998). Courts will grant motions for lack of personal jurisdiction where the plaintiff makes only broadly-worded or vague allegations about a defendant’s conduct. Id. (citing Kinetic Instruments, 802 F.Supp. at 984-85 (“[T]he fact that [the defendant] is the President and majority shareholder of [the corporation] does not necessarily mean that the corporation will be considered his agent.”)); Ontel Prods., Inc. v. Project Strategies Corp., 899 F.Supp. 1144, 1148 (S.D.N.Y.1995) (“[Plaintiff] cannot obtain personal jurisdiction over [defendant] based solely on his position as President of P.S.C.; instead, [plaintiff] must show that [defendant] personally took part in the activities giving rise to the action at issue.”). The paltry allegations in the complaint are clearly insufficient to establish an agency relationship for personal jurisdiction purposes. The complaint contains only threadbare assertions that lack any detail whatsoever, do not differentiate between the various “director defendants,” and do not specify any actions that the directors took that would alter the standard legal presumption that directors and officers are agents of the corporation, not the other way around. See Duravest, Inc. v. Viscardi, A.G., 581 F.Supp.2d 628, 634 (S.D.N.Y.2008) (noting that generally the corporation is not the agent of its officers). Nor have Plaintiffs cited any cases where a court exercised jurisdiction over a principal based on the contacts of an agent’s agent. Furthermore, while the existence of an agency relationship is generally a jury question, Wood v. Holiday Inns, Inc., 508 F.2d 167, 173 (5th Cir.1975), when, on a motion to dismiss for lack of personal jurisdiction, the defendant makes a prima facie showing that he is not subject to the court’s jurisdiction, the plaintiff must substantiate the agency allegations with competent evidence of the agency. See Future Tech. Today, 218 F.3d at 1249; Polskie Linie Oceaniczne, 795 F.2d at 972. Wilkinson and Rieden have each submitted affidavits disclaiming any direct dealings with Madoff s firm or having ever traveled to the United States in connection with their positions for the Optimal funds. Therefore the Plaintiffs bear the burden, which they have not met, to produce competent evidence of the agency relationship. Plaintiffs do not allege personalized, individual contacts for Wilkinson or Rieden anywhere in New York. Rather, Plaintiffs rely solely on their flawed agency theory. But because Plaintiffs have not established the requisite agency relationships to impute Madoff firm’s contacts to Wilkinson or Rieden, New York’s long-arm statute cannot confer jurisdiction over either of them. 3. PricewaterhouseCoopers Ireland As with the HSBC Defendants, the Plaintiffs do not identify any contacts between PWC Ireland and Florida, and do not argue that the exercise of personal jurisdiction is proper under the Florida long-arm statute. Instead, Plaintiffs argue that New York’s long-arm statute or, alternatively, Rule 4(k)(2), establishes personal jurisdiction over PWC Ireland. In light of Morrison’s impact on the 4(k)(2) analysis, New York’s long-arm statute provides the only possible avenue for establishing personal jurisdiction over PWC Ireland. Plaintiffs argue that PWC Ireland is subject to personal jurisdiction under N.Y. C.P.L.R. § 302(a)(1), which provides for specific jurisdiction over non-domiciliaries when the non-domiciliary “transacts any business within the state or contracts anywhere to supply goods or services in the state” and when the claim “arises from” the transaction. As explained above, to establish personal jurisdiction under this section of New York’s long-arm statute the Plaintiffs must show that PWC Ireland transacted business in New York and the Plaintiffs’ claims arise from PWC Ireland’s business transaction. i. Correspondence Contacts Similar to their argument regarding personal jurisdiction over the HSBC Defendants, Plaintiffs argue that personal jurisdiction can be based on PWC Ireland’s regular correspondence with New York in connection with their auditing responsibilities. Specifically, PWC Ireland corresponded with Optimal Investments Services’ New York office, with other PWC entities in New York, and with Madoff himself. In the course of this correspondence, PWC Ireland received brokerage statements and other information related to Madoffs activities. Both Florida and New York cases have held that telephonic and electronic communications with individuals in the forum that are incidental to business conducted wholly outside of the forum are insufficient to trigger the transacting business requirement of the long-arm statute. Horizon Aggressive Growth, L.P. v. Rothstein-Kass, PA., 421 F.3d 1162, 1167 (11th Cir.2005) (California firm was not subject to personal jurisdiction in Florida when it performed auditing work in its California office on behalf of Florida client but made phone calls to Florida to obtain information); Standard Enters., Inc. v. Bag-It, Inc., 673 F.Supp. 1216, 1220 (S.D.N.Y. 1987) (“Interstate telephone contacts do not generally have any great significance in” satisfying the business transaction requirement of the New York long-arm statute); Current Textiles Corp. v. Ava Indus., 624 F.Supp. 819, 821 (S.D.N.Y.1985) (“In general, telephone conversations between litigants inside and outside of the state about the contract at issue will not sustain personal jurisdiction under section 302(a)(1) absent additional evidence that the out of state litigant purposefully availed himself of the privilege of conducting activities in New York State.”). Thus, when a plaintiff seeks to predicate personal jurisdiction on communications with the forum, those communications must be for the purpose of initiating, or participating in a business venture and cannot merely be incidental to ongoing business operations by a foreign company that does not generate business in the forum state. See Young v. FDIC, 103 F.3d 1180, 1190-92 (4th Cir.1997) (holding that when a foreign auditing firm’s contacts with the forum consisted of receiving information for audit reports, no personal jurisdiction existed under the Due Process Clause); Paine-Webber, Inc. v. Westgate Grp., Inc., 748 F.Supp. 115, 119 (S.D.N.Y.1990) (frequent telephonic contact and communication by non-domiciliary who otherwise does not solicit any business from forum State does not constitute “transacting business” unless contacts are designed to permit defendant to conduct business within the forum state). In this ease, an Irish auditing firm obtained some information from New York in connection with its audits of a Bahamian fund whose investors all resided outside of the United States. As such, PWC Ireland is not subject to personal jurisdiction in New York because it was not transacting business in New York; it was transacting business in Ireland on behalf of non-United States clients. The Plaintiffs have not cited a single case in which a court exercised jurisdiction in comparable circumstances to those presented here. And it is difficult to see how a contrary rule could be adopted in our age of global commerce without abandoning all traditional and fair notions of personal jurisdiction. Cf. McKee Electric Co., 283 N.Y.S.2d 34, 229 N.E.2d at 607-08 (“[Djefendants, as a rule, should be subject to suit where they are normally found, that is, at their pre-eminent headquarters, or where they conduct substantial general business activities. Only in a rare case should they be compelled to answer a suit in a jurisdiction with which they have the barest of contact.”) ii. Agency Theory Plaintiffs also attempt to establish personal jurisdiction over PWC Ireland based on an alleged agency with PWC Bermuda and PWC LLP. According to Plaintiffs, PWC Ireland is subject to personal jurisdiction because representatives from PWC Bermuda and PWC LLP met with Madoff in New York. Later, for a fee, PWC Bermuda submitted a report to PWC Ireland on Madoffs firm’s operations. PWC Ireland submitted an affidavit by Ken Owens, a member of PWC Ireland, acknowledging that PWC Ireland paid for the report but asserting that PWC Bermuda created the report for another client who was connected to Madoff but not to the Optimal funds. Owens only requested a copy of the report after learning that it was created. Thus, Owens’ unrefuted declaration confirms that PWC Ireland did not exercise any control over any other PWC entity, which, as Plaintiffs acknowledge, is the hallmark of an agency relationship. According to Owens, at no time did PWC LLP or PWC Bermuda act as the agent of PWC Ireland when they met with Madoff in New York. PWC Ireland never instructed the other PWC entities on meeting with Madoff or preparing the report. Plaintiffs do not offer any evidence rebutting Owens’ affidavit. Therefore, the Plaintiffs cannot carry their burden of establishing the agency relationship necessary to impute PWC LLP’s and PWC Bermuda’s conduct to PWC Ireland for personal jurisdiction purposes. Plaintiffs argue, however, that the contacts of PWC Bermuda and PWC LLP can still be imputed to PWC Ireland because the three companies participated in a joint venture. Plaintiffs claim that the facts here are indistinguishable from those in National Union Insurance Co. v. BP Amoco P.L.C., 319 F.Supp.2d 352 (S.D.N.Y.2004), where the district court exercised personal jurisdiction over foreign BP entities based on the existence of an agency relationship with an insurance broker who solicited and negotiated an insurance contract with a New York underwriter. In a critical passage, the court rejected the defendant’s argument that it did not exercise the control necessary to establish an agency relationship because Each Foreign BP Defendant knew and voluntarily authorized BP to acquire insurance for it in relation to the project in which it holds some stake, whether as participant, partial owner, or both. A company cannot deputize another to take certain actions on its behalf and then disclaim knowledge or interest when those actions give rise to a legal dispute. Id. at 360. In this case, however, PWC Ireland never authorized the other PWC entities to act on its behalf. As is clear from the Owens declaration, the other PWC entities would have conducted the same investigation and issued the same report on Madoff s activities without any intervention from or coordination with PWC Ireland. PWC Ireland’s request for a copy of the report after it had already been created does not transform PWC LLP or PWC Bermuda into agents of, or joint venturers with, PWC Ireland. Since Plaintiffs cannot establish the existence of an agency relationship and PWC Ireland’s correspondence contacts are insufficient to establish personal jurisdiction, Plaintiffs cannot carry their burden in establishing personal jurisdiction over PWC Ireland under New York’s long-arm statute. 4. PricewaterhouseCoopers Bermuda The complaint does not allege that PWC Bermuda has engaged in any activity in the state of Florida. Plaintiffs’ factual recitations against PWC Bermuda do not include any jurisdictional allegations relating to Florida, nor do they specify any act that PWC Bermuda committed in this jurisdiction. As such, Florida’s long-arm statute, Fla. Stat. § 48.193, cannot possibly support the exercise of personal jurisdiction over PWC Bermuda. Instead, Plaintiffs argue that there is personal jurisdiction over PWC Bermuda because of PWC Bermuda’s New York contacts. Plaintiffs also argue that PWC Bermuda waived its right to challenge personal jurisdiction by failing to raise it in the New York action that was transferred to this Court, even though PWC Bermuda was not a party in the New York action. PWC Bermuda was never sued in New York. Plaintiffs have provided no authority that the law of the transferor forum would ever apply to a defendant who has been sued solely in the transferee forum. Finally, PWC Bermuda satisfied its obligation under Rule 12(g) and (h) by challenging personal jurisdiction in their motion to dismiss. Because Plaintiffs assert only common law claims against PWC Bermuda, and PWC Bermuda was never sued in New York, personal jurisdiction must be based on Florida’s long-arm statute. As Plaintiffs have failed to plead or identify any relevant contacts between PWC Bermuda and Florida, PWC Bermuda’s motion to dismiss for lack of personal jurisdiction will also be granted. Having concluded that it lacks personal jurisdiction over half of the Defendants sued in this action, the Court will now turn to the issue of forum non conveniens. V. Forum Non Conveniens A party who moves to dismiss for forum non conveniens “must demonstrate that (1) an adequate alternative forum is available, (2) the public and private factors weigh in favor of dismissal, and (3) the plaintiff can reinstate his suit in the alternative forum without undue inconvenience or prejudice.” Leon v. Millon Air, Inc., 251 F.3d 1305, 1311 (11th Cir.2001). Although “the private factors are ‘generally considered more important’ than the public factors,” the court should “consider both factors in all cases.” Id. (quoting 17 Moore’s Federal Practice § U1.74[3][b] at 111-221 (3d ed.2000)); see also SME Racks, Inc. v. Sistemas Mecanicos Para Electronica, S.A., 382 F.3d 1097, 1100 n. 5 (11th Cir.2004). The “defendant has the burden of persuasion as to all elements” of a forum non conveniens motion. Leon, 251 F.3d at 1311. “An alternative forum is ‘available’ to the plaintiff when the foreign court can assert jurisdiction over the litigation sought to be transferred.” Id. “Ordinarily, this requirement will be satisfied when the defendant is ‘amenable to process’ in the other jurisdiction.” Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255 n. 22, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981). A foreign forum can also be available because the defendant consents to per