USHA Holdings, LLC v. Franchise India Holdings Ltd. (11 F. Supp. 3d 244, 2014)

MEMORANDUM & ORDER

MATSUMOTO, District Judge:

Plaintiffs USHA Holdings, LLC (“USHA”) and Atul Bhatara (“Bhatara”) brought suit against defendants Franchise India Holdings, Limited (“Franchise India”), Francorp Advisors Private Limited (“FAPL”), and Gaurav Marya (“Marya”) in the Supreme Court of New York, Queens County, by filing a Summons and Complaint dated June 14, 2012. On July 13, 2012, defendants removed this case to the United States District Court for the Eastern District of New York. (ECF No. 1, Notice of Removal, 7/13/12.) Defendants subsequently moved to dismiss this case, arguing (i) that service was defective, (ii) that the court lacked personal jurisdiction, (iii) that dismissal was warranted under the doctrine of forum non conveniens, (iv) that plaintiffs did not enter into any contract with defendants and could not satisfy the statute of frauds, and (v) that plaintiffs’ conversion claim was duplicative of the breach of contract claim and barred by the relevant statute of limitations. Defendants’ motion was fully briefed on March 4, 2013. For the reasons provided below, defendants’ motion to dismiss plaintiffs’ conversion claim is granted, but defendants’ motion to dismiss plaintiffs’ breach of contract claim is denied, and defendants’ motion to dismiss the case for improper service, lack of personal jurisdiction, and under the doctrine of forum non conve-niens is denied.

BACKGROUND

Many of the facts giving rise to this lawsuit are vigorously contested by the parties. In determining the facts relevant to defendants’ motion to dismiss for lack of personal jurisdiction, the court has considered the Complaint and the various declarations and other evidence submitted by the parties. Additionally, the court has construed the evidence in the light most favorable to plaintiffs, resolving all doubts in plaintiffs’ favor. CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir.1986); see also Realuyo v. Abrille, 93 Fed.Appx. 297, 298 (2d Cir.2004) (summary order) (“The court must construe the pleadings and affidavits in [plaintiff’s] favor.”); DiStefano, 286 F.3d at 84.

I. The License Agreement and the Parties

Francorp International, Inc. (“Fran-corp”), which is not a party to this case, is a company that provides services and plans for operating and managing franchises. (Declaration of Atul Bhatara (“Bha-tara Dec.”) ¶¶ 2-3.) Francorp represents many large companies such as Bridgestone Tires, Buffalo Wild Wings, and Popeye’s Chicken. (Id. ¶ 3.) Donald Boroian is the president of Francorp, which is based in Illinois. (Declaration of Donald Boroian (“Boroian Dec.”) ¶ 1.)

Bhatara was born and raised in Queens, New York, graduated from high school in Queens, then graduated from St. John’s University in Queens, and resides in Queens. (Bhatara Dec. ¶¶ 92-94.) Bha-tara has cerebral palsy, needs the assistance of companions to travel within India, and had experimental surgery performed on his legs, which cannot support the weight of his torso. (Id. ¶¶ 97-98, 103.) USHA is a New York LLC based in Queens, New York, and is the business entity used by Bhatara to conduct his investments. (Id. ¶ 91.)

Marya is domiciled in New Delhi, India. (Declaration of Gaurav Marya (“Marya Dec.”) ¶ 44.) Marya is the principal and managing director of Franchise India and the managing director of FAPL. (Id. ¶¶ 1, 45-46.)

Franchise India is a private, closely-held corporation organized under the laws of the Republic of India with its principal place of business in New Delhi, India. (Id. ¶ 46.) All of the shareholders of Franchise India are relatives of Marya who reside in India. (Id. ¶ 45.) Franchise India assists investors who seek franchise opportunities by holding trade exhibitions and helping to broker business transactions. (Id. ¶47.) The company markets itself as the “World’s # 1 Franchise Site” and boasts partnerships with at least 6,930 global franchising opportunities, including the “Sesame Street Preschool” program and the Kenny Rogers Roasters franchise. (Bhatara Dec. ¶¶ 61-63.)

FAPL is a closely held, private corporation organized under the laws of the Republic of India on October 7, 2008, with its sole place of business in New Delhi, India. (Marya Dec. ¶¶ 19, 49-50.) Marya claims he and his brother own all of the shares of FAPL. (Id. IT 49.) But other evidence in the record, including an agreement signed by Marya on behalf of FAPL and Boroian on behalf of Francorp, shows that Marya owns 50 percent of the shares of FAPL and Bhatara owns 50 percent of the shares of FAPL. (Bhatara Dec., Ex. B.) Marya claims FAPL has 18 employees, all of whom are based in New Delhi. (Marya Dec. ¶ 70.)

II. Negotiations Between Marya and Bhatara

Francorp was offering to sell a license that granted the purchaser the exclusive territorial right to implement Francorp’s franchise consulting and development services within the Republic of India (the “License”). (Bhatara Dec. ¶ 2.) Bhatara claims that he and USHA purchased the License from Francorp on or about September 12, 2008, in exchange for a payment of $400,000. (Id. 1115 & Ex. A; Boroian Dec. ¶¶ 5, 15.) A March 11, 2011 letter from Boroian to Bhatara states that Bhatara initially paid a $50,000 fee as an option for the License and $400,000 to purchase the License. (Bhatara Dec., Ex. A.)

After purchasing the License, Bhatara contacted Marya to discuss the use of the License. (Id. ¶ 19.) Marya claims, and plaintiffs do not dispute, that he and Bha-tara had an initial meeting to discuss the license in New Delhi in “August or September of 2008,” that they met the following day at Marya’s office in New Delhi to discuss the License, and that Bhatara informed Marya that he had retained Amarehand & Mangaldas, a prominent law firm in India, in connection with a possible transaction involving the License. (Marya Dec. ¶ 8.) During these discussions in India, Marya informed Bhatara that he was not interested in purchasing the License from him, but Marya and Bhatara also discussing creating a joint venture based in India that would hold the License and use the License in India. (Id. ¶¶ 10-11.) The parties envisioned that this joint venture would be created under Indian law, maintain its sole office in New Delhi, and enter into any licensing agreement with Francorp for the License. (Id. ¶ 11.)

A. Draft Memorandum of Understanding

On September 17, 2008, Marya sent an e-mail to Bhatara that included a one-page document entitled “Terms of MOU” (the “MOU”) as an attachment. (Id. ¶ 14 & Ex. A.) The MOU, which neither Marya nor Bhatara signed, provided that “Atul Bha-tara & Gaurav Marya will structure India JV to represent & Operate Francrop [sic] license in India,” that “[b]oth parties will hold 50% is [sic] the India JV,” and that “[b]oth Parties will sign MOU which will be binding for JV structure and License Agreement.” (Id., Ex. A.) The MOU sent by Marya also stated that the joint venture would transfer $80,000 to Bhatara immediately upon the signing of the license agreement and $270,000 to Bhatara within one year of the signing. (Id.) Marya now claims that he “was not willing to invest such a sum in order to purchase the License.” (Id. ¶ 12.)

The draft MOU called for the new Indian joint venture to be incorporated under the name “Usha Management consultants.” (Id., Ex. A.) But Marya stated that he and Bhatara subsequently discussed forming the joint venture under the name “Francorp Advisors Private Limited.” (Id. ¶ 17.) FAPL was formed in India on October 7, 2008. (Id. ¶ 19.)

B. Meetings between Bhatara and Marya

On November 1, 2008, Marya flew from New Delhi, India to New York, landing on November 2, 2008. (Id. ¶ 22.) Marya claims he traveled to New York to meet with executives at the Famous Famiglia Pizza Corp. on November 8, 2008, at the request of Bhatara, although he had “no interest in a relationship” with Famous Famiglia. (Id.)

On November 1, 2008, Eugenie Wilson, an assistant manager at Franchise India emailed Bhatara to inform him that Deepi-ka Handa, a legal advisor at Franchise India, would be e-mailing him a draft “Commercial Agreement,” which Handa did e-mail to Bhatara later that same day. (Id. ¶23 & Ex. C.) Wilson also wrote in her e-mail to Bhatara that Marya “requests you to please carry a copy of the Agreement when you meet with him on the 2nd Nov [sic] for dinner.” (Id.)

Bhatara and Marya met for dinner on November 2, 2008, at the BLT Steakhouse in White Plains, New York. (Bhatara Dec. ¶ 27.) Bhatara states that he brought a copy of the draft Commercial Agreement to dinner and “discussed its terms in detail” with Marya. (Id. ¶ 28.) At the end of the dinner, Bhatara stated that he and Marya “reached a resolution that while there were still a great deal of outstanding ministerial terms to finalize, the core of our agreement should move forward.” (Id.)

Specifically, Bhatara claims that he and Marya confirmed that they would each own 50 percent of the joint venture in India, that Marya’s interest would be established by actively operating the joint venture in India, and that Bhatara’s interest would be secured by his existing equity in the License, for which he paid the full purchase price of $400,000, in addition to compensation from Marya in consideration for placing the ownership of the License in the joint venture. (Id.) Bhatara also claims that he and Marya resolved to “proceed by way of an agreement in principle until all remaining terms were resolved” because they were scheduled to fly to Illinois to meet with Francorp on November 4,2008. (Id. ¶¶ 29, 31.)

C. Terms in the Draft Commercial Agreement

Several terms in the draft Commercial Agreement are relevant to this motion. First, the Agreement stated that Marya and USHA, represented by is managing partner Bhatara, were the parties to the Agreement. (Marya Dec., Ex. C, p. I.) Second, the agreement states that it “sets out the broad mutual understanding between the parties and reflects only the terms that are presently proposed by the parties concerned in order to set up standards and solutions for setting up and formation” of a joint venture in India. (Id.) Third, the agreement states that “the terms of this Agreement will arise and be executed only when all material rights, obligations, terms & conditions have been mutually agreed to and set forth in a ‘Definitive Agreement’ including the Shareholder’s Agreement, License Agreement and such other Agreements as the parties may mutually agree to execute from time to time.” (Id. at p. 2.)

Fourth, Article 10 of the draft Commercial Agreement called for arbitration in New Delhi, India, and Article 14 stated that “[tjhis Agreement shall be governed by and construed in accordance with the laws of India.” (Id. at pp. 11-13.) Bha-tara claims that “the nature and location of conflict resolution was amongst the final minor outstanding points of negotiation.” (Bhatara Dec. ¶ 80.)

The Commercial Agreement also deviated in certain respects from a term sheet that Bhatara and Marya previously negotiated in late September 2008. (Id. ¶¶ 78-79 & Exs. K-L.) Specifically, a legal advisor to Bhatara e-mailed him in September 2008 to ask “whether the arbitration in USA will be binding on the parties located in India.” (Id., Ex. L (emphasis added).) On November 4, 2008, Bhatara’s legal ad-visor e-mailed him again to note that the draft Commercial Agreement provided for arbitration to be conducted under the Arbitration and Conciliation Act, 1996, or pursuant to the laws of India, rather than the “Federal Arbitration Act of the USA” provided in the Term Sheet. (Id., Ex. K.)

D. Meeting with Francorp and License Agreement

On November 4, 2008, Bhatara and Mar-ya met with Boroian at Francorp’s offices in Olympia Fields, Illinois. (Id. ¶ 81.) Bhatara and Marya told Boroian that they had reached an agreement in principle concerning their joint venture and wanted to proceed with their plan to use the License in India. (Id.) On November 5, 2008, the License was placed in the name of FAPL pursuant to a License Agreement for the License between Francorp and FAPL. (Id. ¶ 32; Marya Dec., Ex. D.) Although the License Agreement states that the Licensee, FAPL, has paid the Licensor, Francorp, $400,000 as consideration for the License, (Marya Dec., Ex. D at p. 11), the License Agreement further provides that this fee “shall be paid by Licensee as follows” and states that Fran-corp “acknowledges receipt of a nonrefundable payment in the amount of FOUR HUNDRED THOUSAND UNITED STATES DOLLARS ($400,000.00 U.S.D.) from Mr. Atul Bhatara.” (Id.)

Boroian signed the agreement for Fran-corp, and Marya signed the agreement for FAPL. (Id.) According to Exhibit 1 of the License Agreement, Marya and Bhatara stated that they each owned 50 percent of the shares FAPL, and Marya and Bhatara both signed a statement acknowledging they consented and submitted to Illinois courts and the federal district court located in or serving Cook County, Illinois for any suits concerning the License Agreement. (Id.)

Marya and Bhatara then returned to Queens, New York, and had a dinner at the Ramada Plaza near JFK Airport to celebrate and discuss their business relationship. (Bhatara Dec. ¶ 33.) At this dinner, Marya told Bhatara that they would finalize any outstanding items concerning their agreement in the coming weeks. (Id. ¶ 34.)

E. Additional Interactions Between Marya and Bhatara

After returning to India, Marya sent an e-mail to Bhatara on November 8, 2008, stating “I am very excited about our new business partnership and am sure this new joint venture will be very fruitful and beneficial to our organizations.” (Id. ¶ 35 & Ex. C.) On November 14, 2008, Marya emailed Bhatara and asked him to sign and return a consent letter that would appoint Bhatara a director of FAPL. (Id. ¶ 37 & Ex. D.) Bhatara signed the letter and returned it to Marya. (Id. ¶ 37.)

After November 14, 2008, Bhatara felt Marya became “increasingly unresponsive” to questions concerning the License. (Id. ¶ 38.) Bhatara stated that Marya told him he was reinvesting money derived from the License into FAPL and refused to further memorialize their agreement. (Id.)

Bhatara and Marya met several times in India after November 14, 2008. (Marya Dec. ¶ 39.) Marya and Bhatara met in Hyderabad, India around February 2009, in Chandigarh, India around May 2009, and in New Delhi, India, around June 2009. (Id.) Marya claims that there had been no meeting of the minds concerning the draft, that Bhatara did not seek shares in FAPL, and that Bhatara repeatedly sought to sell the License to Marya. (Id. ¶¶ 38-40.)

On July 11, 2011, Bhatara filed a demand for arbitration in Illinois. (Id. ¶ 40 & Ex. E.) But on February 2, 2012, the arbitration was dismissed for lack of jurisdiction because neither Bhatara nor Marya were parties to the Licensing Agreement between Francorp and FAPL. (Id. ¶ 43 & Ex. F.) In connection with this proposed arbitration proceeding, counsel for Marya stated that “[although [Bhatara] was listed as a 50% owner in FAPL [in the exhibits to the License Agreement], [Bhatara] never held equity in FAPL. [Marya] did not object to [Bhatara] characterizing himself as a 50% owner because, at that time, FAPL was less than a month old, and [Marya] believed and expected that [Bha-tara] would subsequently fulfill his responsibilities to become a co-owner.” (Bhatara Dec., Ex. M, p. 4 n. 5.)

III. Service on Marya

On June 6, 2012, Boroian received an email from a lawyer for plaintiffs informing him that plaintiffs were filing suit, and Boroian e-mailed Marya that same day, informing him of the lawsuit and asking him to “communicate with [plaintiffs] and negotiate a resolution before this goes any further.” (Bhatara Dec. ¶ 45 & Ex. E.) On June 9, 2012, Marya responded to Boroi-an’s e-mail and told him he would be in the United States the following week. (Id. ¶ 46 & Ex. E.)

Franchise India was participating in the International Franchise Expo, which was taking place between June 15 and June 17, 2012, in New York City. (Marya Dec. ¶¶ 61-62.) Boroian saw Marya operating a booth at this exposition. (Boroian Dec. ¶31.) Marya claims that he had not planned to attend the International Franchise Expo but decided to leave Las Vegas, where he had originally planned to be during his trip, and go to New York to discuss the License with Marya and Boroi-an. (Marya Dec. ¶¶ 64-65.)

Bhatara e-mailed Marya and Boroian on June 11, 2012 to suggest a meeting to resolve the dispute concerning the License. (Marya Dec. ¶ 65.) At approximately 7:00 p.m. on June 16, 2Q12, Marya arrived at a Hilton Hotel located on the Avenue of the Americas in New York City. (Id. ¶ 67, Bha-tara Dec. ¶¶ 50-51.) Marya claims he was immediately served with a Summons and Complaint after arriving, and no settlement meeting took place. (Marya Dec. ¶ 67.) But Bhatara and Bhatara’s cousin, Vishal Sharma, claim they had a lengthy meeting with Marya, and that, at the conclusion of the meeting, Marya was served with multiple copies of the Summons and Complaint, both personally and on behalf of Franchise India and FAPL. (Bhatara Dec. ¶ 50; Declaration of Vishal Sharma, ¶ 3.)

IV. Famous Famiglia and Franchise India

Marya claims he agreed to meet with executives at Famous Famiglia Pizza Corp. on November 3, 2008, in White Plains, New York, at the request of Bhatara, even though he “had no interest in a relationship” with Famous Famiglia. (Marya Dec. ¶ 22.) But after Marya met with executives at Famous Famiglia, Franchise India entered into a business relationship with Famous Famiglia. (Bhatara Dec. ¶ 57.) Franchise India designated an employee to serve as Famous Famiglia’s project manager, Franchise India represented Famous Famiglia in trade shows in India, and Franchise India advertised the Famous Famiglia brand in advertisements in India. (Id. ¶ 58 & Ex. F.)

DISCUSSION

I. Service of Process

Defendants first argue that this case should be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(5) for insufficient service of process, arguing that plaintiffs used fraud or deceit to lure defendants into this jurisdiction. (Memorandum of Law in Support of Motion to Dismiss (“Mem.”), 10/11/12, at 10.) This argument is meritless.

A. Legal Standard

“[W]hen a defendant moves to dismiss under Rule 12(b)(5), the plaintiff bears the burden of proving adequate service.” Dickerson v. Napolitano, 604 F.3d 732, 752 (2d Cir.2010) (quoting Burda Media, Inc. v. Viertel, 417 F.3d 292, 298 (2d Cir.2005) (parentheses omitted)). “[I]n considering a motion to dismiss pursuant to 12(b)(5) for insufficiency of process, a Court must look to matters outside the complaint to determine whether it has jurisdiction.” Darden v. DaimlerChrysler N. Am. Holding Corp., 191 F.Supp.2d 382, 387 (S.D.N.Y.2002).

When a case is removed from a state court, the federal district court must look to state law to determine whether service of process was valid. Marine Midland Bank v. Smith, No. 79 Civ. 1612, 1979 U.S. Dist. LEXIS 11753, at *4 (S.D.N.Y. June 13, 1979); see also DiCesare-Engler Prods., Inc. v. Mainman, Ltd., 421 F.Supp. 116, 120 (WD.Pa.1976) (“In considering ... service of process, the federal court must look to the law of the state in which the action was commenced to determine its validity.”).

Under New York law, a plaintiff may effect service “by delivering the summons within the state to the person to be served.” N.Y.C.P.L.R. § 308(1) (2014). “It has long been held that where a defendant has been lured into this jurisdiction by fraud or deceit in order that he may be served, the service so effected is invalid.” Terlizzi v. Brodie, 38 A.D.2d 762, 329 N.Y.S.2d 589, 590 (1972); see also Wildeboer v. Tallant, No. 82 Civ. 4542, 1982 U.S. Dist. LEXIS 16072, at *3-4 (S.D.N.Y. Nov. 10, 1982) (“the use of false pretenses to entice a defendant from beyond the court’s territorial jurisdiction to within it is ground for upsetting service”); Maydanik v. Cieri, 11 Misc.3d 1087(A), 819 N.Y.S.2d 849, 849 (N.Y.Sup.Ct.2006) (“service obtained through trickery or deceit will not be countenanced”).

But “[i]f the invitation to defendant was a legitimate one and not a pretext, and the defendant was or should have been aware that there was likelihood of service wpon him, no fraud or deceit was practiced upon the defendant and the service should not be set aside.” Allen v. Betterly, 258 A.D. 907, 16 N.Y.S.2d 318, 319 (1939) (emphasis added); see also Marine Midland Bank, 1979 U.S. Dist. LEXIS 11753, at *5-6 (finding service proper where defendant was served after meeting with plaintiff in part because service “should not have come as a surprise to [defendant]” due to defendant’s awareness of potential lawsuit); Waljohn Waterstop, Inc. v. Webster, 37 Misc.2d 96, 232 N.Y.S.2d 665, 666-67 (N.Y.Sup.Ct.1962) (finding no fraud or deceit where defendant was served with summons after coming to New York for meeting with plaintiff partly because “defendant had been told that the plaintiff would sue him if an agreement could not be reached”).

Finally, if a defendant is already in the state, a substantial latitude to use trickery is permitted. See Gumperz v. Hofmann, 245 A.D. 622, 283 N.Y.S. 823, 825 (1935) (“We think that legal as well as practical considerations preponderate in favor of the rule that service is not to be invalidated merely because secured by a deception practiced on the defendant, which, in no true sense, was injurious to him. It may fairly be said that there is a duty upon persons within the jurisdiction to submit to the service of process.”), aff'd, 271 N.Y. 544, 2 N.E.2d 687 (1936); see also Schwarz v. Artcraft Silk Hosiery Mills, Inc., 110 F.2d 465, 466 (2d Cir.1940) (“It is now settled in New York that misstatements which mislead a defendant and induce him to appear where service may be, and is, made upon him which otherwise would not have then been made afford no ground for vacating the service provided the trick does not lure the person served into the jurisdiction.”) (emphasis added); American-European Art Assocs. v. Moquay, No. 93 CIV 6793, 1995 WL 317321, at *4, 1995 U.S. Dist. LEXIS 7113, at *10-11 (S.D.N.Y. May 23, 1995) (same).

B. Application

Defendants argue that they were not properly served because plaintiffs allegedly used fraud or deceit to lure Marya to New York. (Mem. at 10.) Plaintiffs deny that they used any fraud or deceit to lure Marya to New York and further assert that Marya intended to travel to New York on business unrelated to his meeting with Bhatara. (Opposition to Motion to Dismiss (“Opp.”), 11/7/12, at 16-17.)

As a preliminary matter, Marya does not and cannot dispute that he was aware or should have been aware that there was a likelihood he would be served in connection with this lawsuit if he travelled to New York. Boroian forwarded Marya news of the plaintiffs’ lawsuit in an e-mail on June 6, 2012 and urged Marya to “communicate with [plaintiffs] and negotiate a resolution before this goes any further.” (Bhatara Dec., Ex. E.) Marya responded to Boroian’s e-mail on June 9, 2012, claiming that “Francorp India and I have not defaulted to [sic] any commitments and agreements.” (Id.) These e-mails show that Marya was informed about and knew of plaintiffs’ pending lawsuit against him, Franchise India, and FAPL well before he met with Bhatara on June 16, 2012.

Nevertheless, Marya alleges that service was improper because he was lured into New York through fraud and deceit. Mar-ya claims that he only travelled to New York after receiving an e-mail from Bha-tara on June 11, 2012, suggesting a meeting. (Marya Dec. ¶¶ 64-65.) Marya also claims that when he arrived for the scheduled meeting with Bhatara at the Hilton Hotel on Avenue of the Americas in New York at 7:00 p.m. on June 16, 2012, he was immediately served with a Summons and Complaint, and no meeting actually took place. (Marya Dec. ¶ 67.)

Bhatara and his cousin, Vishal Sharma, however, have both submitted declarations alleging that they did in fact have a lengthy meeting with Marya at the hotel before he was served on June 16, 2012. (Bhatara Dec. ¶ 50; Declaration of Vishal Sharma, ¶ 3 (noting meeting “lasted approximately an hour.”) Bhatara and Shar-ma are not unbiased declarants, but their accounts of the meeting are corroborated by the affidavits of the process server, Michael Gitlitz. Gitlitz averred that he served Marya at 8:30 p.m. on June 16, 2012, at the Hilton Hotel on Avenue of the Americas in New York City. (Affidavits of Michael Gitlitz, 6/26/12.) Marya has conceded that he arrived at the hotel at 7:00 p.m., (Marya Dec. ¶ 67), and the time of service in Gitlitz’s affidavits — 8:30 p.m. — is consistent with the declarations by Bha-tara and Bhatara’s cousin Sharma that they met at some length -with Marya at the hotel before Marya was served, (Bhatara Dec. ¶ 50; Declaration of Vishal Sharma, ¶ 3). Accordingly, the court finds that Marya did in fact arrive at the Hilton Hotel at 7:00 p.m., met with Bhatara and Sharma for over an hour to discuss a settlement, and was properly served at 8:30 p.m., both in his individual capacity and on behalf of Franchise India and FAPL. Because “the invitation to defendant was a legitimate one and not a pretext, and the defendant was or should have been aware that there was likelihood of service upon him, no fraud or deceit was practiced upon the defendant and the service should not be set aside.” Betterly, 16 N.Y.S.2d at 319.

Even if Marya had somehow been tricked into going to the Hilton Hotel, service upon Marya, Franchise India, and FAPL would still be proper. The evidence shows that Marya intended to travel to New York for the International Franchise Expo before he was invited by Bhatara to a settlement meeting at the Hilton, and was thus not lured to the state by Bhatara.

Marya claims that he only left Las Vegas, Nevada, and travelled to New York after Bhatara e-mailed him and Boroian on June 11, 2012, to suggest a meeting and that he had not previously planned to attend the International Franchise Expo in New York. (Marya Dec. ¶¶ 64-65.) Marya has not provided any explanation of what he was doing in Las Vegas or produced any evidence, such as e-mails, bills, travel documents, or other documents that would verify that he was actually in, or planned to travel to and remain in Las Vegas, and only changed his plans to travel to New York after receiving Bhatara’s e-mail on June 11, 2012.

The evidence in the record contradicts Marya’s assertions. Boroian e-mailed Marya on June 10, 2012, and referred in that e-mail to Marya’s presence “in New York next week.” (Bhatara Dec., Ex. E (emphasis added).) This e-mail shows that Boroian knew that Marya was already planning to travel to New York by June 10, 2012, a day before Bhatara had emailed Marya about a meeting in New York on June 11, 2912. (Marya Dec. ¶ 65.) Boroian also averred that “Marya was able to coordinate [his meeting with Bhatara] with related business involving his affiliate entity [Franchise India],” and that Marya operated a booth at the International Franchise Expo in New York City. (Boroi-an Dec. ¶¶ 29-31.)

Consequently, the court finds that Mar-ya intended to travel to New York to participate in the International Franchise Expo before Bhatara e-mailed him on June 11, 2012, to suggest a meeting and that Marya did in fact participate in the International Franchise Expo. As a result, even if Bhatara had tricked Marya into meeting him at the Hilton after Marya was already in New York, service would still be proper because Marya was “not lure[d] ... into the jurisdiction,” Schwarz, 110 F.2d at 466, and he had “a duty [as a person] within the jurisdiction to submit to the service of process,” Gumperz, 283 N.Y.S. at 825.

II. Personal Jurisdiction

In a motion to dismiss for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2) “the plaintiff bears the burden of showing that the court has jurisdiction over the defendant.” Mende v. Milestone Tech., Inc., 269 F.Supp.2d 246, 251 (S.D.N.Y.2003) (quoting Kernan v. Kurz-Hastings, Inc., 175 F.3d 236, 240 (2d Cir.1999)). But where “the court chooses not to conduct a full-blown evidentiary hearing on the motion, the plaintiff need make only a prima facie showing of jurisdiction through its own affidavits and supporting materials.” Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 904 (2d Cir.1981). Although the court “will not draw ‘argumentative inferences’ in the plaintiffs favor,” the court must “construe jurisdictional allegations liberally and take as true uncontroverted factual allegations.” Robinson v. Overseas Military Sales Corp., 21 F.3d 502, 507 (2d Cir.1994).

“A court sitting in diversity applies the law of the forum state in determining whether it has personal jurisdiction over the defendants.” Agency Rent A Car Sys. v. Grand Rent A Car Corp., 98 F.3d 25, 29 (2d Cir.1996); see also D.H. Blair & Co. v. Gottdiener, 462 F.3d 95, 104 (2d Cir.2006) (same). If personal jurisdiction is established pursuant to the state’s long-arm statute, the court must then assess whether assertion of jurisdiction comports with constitutional due process. See Metro. Life Ins. v. Robertson-Ceco Corp., 84 F.3d 560, 567 (2d Cir.1996); D.H. Blair & Co., 462 F.3d at 104.

In this case, plaintiffs have asserted jurisdiction under New York Civil Practice Law and Rules (“CPLR”) sections 301 and 302. Plaintiffs argue this court has personal jurisdiction over defendants under three theories: transient jurisdiction, general jurisdiction, and specific jurisdiction. Each of these arguments will be considered in turn.

A. Jurisdiction under CPLR § 301

1. Transient Jurisdiction over Marya

“Among the most firmly established principles of personal jurisdiction in American tradition is that the courts of a State have jurisdiction over nonresidents who are physically present in the State. The view developed early that each State had the power to hale before its courts any individual who could be found within its borders, and that once having acquired jurisdiction over such a person by properly serving him with process, the State could retain jurisdiction to enter judgment against him, no matter how fleeting his visit.” Burnham v. Superior Court of Cal., 495 U.S. 604, 610-611, 110 S.Ct. 2105, 109 L.Ed.2d 631 (1990). It has been a “longstanding principle that service of process on a defendant within a jurisdiction, no matter how briefly, is sufficient to confer personal jurisdiction and that due process is not offended.” American-European Art Assocs., 1995 WL 317321, at *3, 1995 U.S. Dist. LEXIS 7113, at *7; see also Opert v. Schmid, 535 F.Supp. 591, 593 (S.D.N.Y.1982) (court had personal jurisdiction over defendant who was served while in New York to attend U.S. Grand Prix event).

Under New York law, courts have personal jurisdiction pursuant to CPLR § 301 over individual defendants who have been properly served. E.g., In re Le, 168 Misc.2d 384, 637 N.Y.S.2d 614, 616 (N.Y.Sup.Ct.1995) (“the notion of transient jurisdiction has been codified in CPLR 301, which provides that ‘[a] court may exercise jurisdiction over persons, property, or status as might have been exercised heretofore’ ”) (quoting N.Y.C.P.L.R. § 301); see also Rawstorne v. Maguire, 265 N.Y. 204, 192 N.E. 294, 295-96 (1934) (“Where there is ‘bodily presence’ within the boundaries of the State there is opportunity for the exercise of the State’s sovereignty, even though bodily presence is not accompanied by any intention to remain there permanently.”). As explained in Discussion section I.B., this court has found that Marya, Franchise India, and FAPL were properly served in New York. Therefore, this court finds that plaintiffs have established jurisdiction over Marya under CPLR § 301 because he was properly served in the state.

2. General Jurisdiction over Franchise India and FAPL

As a preliminary matter, plaintiffs’ argument that they “have unequivocally obtained jurisdiction over the Defendants, through this Court, due to the actual service of process upon the Defendants within New York State,” (Opp. at 16), is incorrect as a matter of law. “The predicate for this State’s jurisdiction [under CPLR § 301] over an unauthorized foreign corporation is the fact that it is doing business in the State and has thus created a constructive presence over which New York courts can exert general jurisdiction.” Flick v. Stewart-Warner Corp., 76 N.Y.2d 50, 556 N.Y.S.2d 510, 555 N.E.2d 907, 909 (1990) (emphasis in original). Even if an individual who can accept service on behalf of a corporation has been properly served, as Marya was in this case, the court must still determine whether foreign corporate defendants such as Franchise India and FAPL have been “doing business” in New York so that they could be considered present in the state and subject to general jurisdiction under CPLR § 801. Id.; see also Frummer v. Hilton Hotels Int’l, Inc., 19 N.Y.2d 533, 281 N.Y.S.2d 41, 227 N.E.2d 851, 853 (1967) (same); Cappello v. Union Carbide & Carbon Corp., 276 A.D. 277, 95 N.Y.S.2d 36, 38 (1950) (stating that “the test of the validity of the service of summons upon a foreign corporation, within the State, is whether or not the foreign corporation is doing business in the State” and that “the court acquires no jurisdiction” if the corporation is not doing business in the state).

“A foreign corporation is amenable to suit in New York courts under CPLR 301 if it has engaged in such a continuous and systematic course of ‘doing business’ here that a finding of its ‘presence’ in this jurisdiction is warranted.” Landoil Resources Corp. v. Alexander & Alexander Servs., Inc., 77 N.Y.2d 28, 563 N.Y.S.2d 739, 565 N.E.2d 488, 490 (1990). “The test for doing business is a simple [and] pragmatic one, which varies in its application depending on the particular facts of each case. The court must be able to say from the facts that the corporation is present in the State not occasionally or casually, but with a fair measure of permanence and continuity.” Id. (internal quotations and citations omitted) (alteration in original); see also Parsons v. Kal Kan Food, Inc., 68 A.D.3d 1501, 892 N.Y.S.2d 246, 247 (2009) (CPLR § 301 “permits New York courts to exercise jurisdiction over an entity that has engaged in a continuous and systematic course of doing business in this state, such that it may be said to have a presence here”) (internal quotation and citation omitted).

“In assessing jurisdiction under this pragmatic standard, New York courts have generally focused on the following indicia of jurisdiction: the existence of an office in New York; the solicitation of business in New York; the presence of bank accounts or other property in New York; and the presence of employees or agents in New York.” Landoil Resources Corp. v. Alexander & Alexander Servs., Inc., 918 F.2d 1039, 1043 (2d Cir.1990). “However, the ‘solicitation of business alone will not justify a finding of corporate presence in New York with respect to a foreign manufacturer or purveyor of services.’ ” Id. (quoting Laufer v. Ostrow, 55 N.Y.2d 305, 449 N.Y.S.2d 456, 434 N.E.2d 692, 694 (1982)).

“On the other hand, if the solicitation is substantial and continuous, and defendant engages in other activities of substance in the state, then personal jurisdiction may properly be found to exist.” Id.; see also Schultz v. Safra Nat’l Bank, 377 Fed.Appx. 101, 102-03 (2d Cir.2010) (summary order) (“Solicitation alone will not ordinarily show that a defendant is doing business in New York, but where combined with evidence that the defendant engages in other activities of substance in the state, then personal jurisdiction may properly be found to exist.”) (internal quotation and citation omitted). “Under this ‘solicitation-plus’ rule, ‘once solicitation is found in any substantial degree very little more is necessary to a conclusion of ‘doing business.’ ’ ” Landoil, 918 F.2d at 1044 (quoting Aquascutum of London, Inc. v. S.S. Am. Champion, 426 F.2d 205, 211 (2d Cir.1970)) (emphasis added). Still, “[t]o sustain personal jurisdiction, New York courts ‘require substantial solicitation that is carried on with a considerable measure of continuity and from a permanent locale within the state.’ ” Beacon Enter., Inc. v. Menzies, 715 F.2d 757, 763 (2d Cir.1983) (quoting Stark Carpet Corp. v. M-Geough Robinson, Inc., 481 F.Supp. 499, 505 (S.D.N.Y.1980)); see also Bryant v. Finnish Nat’l Airline, 15 N.Y.2d 426, 260 N.Y.S.2d 625, 208 N.E.2d 439, 440 (1965) (same); Ring Sales Co. v. Wakefield Eng’g, Inc., 90 A.D.2d 496, 454 N.Y.S.2d 745, 746 (1982) (holding that plaintiff must show that defendant “solicits business ... in a sufficiently systematic and continuous manner” to establish jurisdiction under CPLR § 301).

Finally, the court is mindful that “[e]on-tacts with the forum state should not be examined separately or in isolation. There is no talismanic significance to any one contact or set of contacts that a defendant may have with a forum state; courts should assess the defendant’s contacts as a whole.” Metro. Life Ins. Co., 84 F.3d at 570.

At the outset, the court notes there is no evidence that Franchise India and FAPL have offices, bank accounts or other property in New York, or any employees or agents in New York. In fact, all the evidence in the record shows that Franchise India and FAPL are based in India and primarily derive their revenue from operations outside New York. (Marya Dec. ¶¶ 44-47, 49-50, 70.)

Nevertheless, plaintiffs argue that various contacts between Marya, Franchise India, and New York, when viewed as whole, demonstrate that Franchise India has “engaged in such extensive activities within New York, that it must be subject to the general jurisdiction of New York’s courts.” (Opp. at 20.) Plaintiffs also assert that Franchise India and FAPL “appear to be inseparable” and that jurisdiction is thus appropriate over FAPL as well. (Id. at 21.)

Plaintiffs first point to various trips made by Marya to New York to solicit business. Plaintiffs allege that Marya travelled to New York in November 2008 to meet with executives of Famous Famig-lia Pizza and Bhatara about the License and that he travelled to New York again in June 2012 to participate in the International Franchise Expo, during the course of which he met with Bhatara again. (Bhatara Dec. ¶¶ 27-28.) Plaintiffs also allege that Marya or another representative of Franchise India may have been to New York at least one additional time in connection with its business dealings with Famous Famig-lia, but they concede that “it is presently unknown how often the Defendants actually enter this jurisdiction in connection with business.” (Opp. at 21 (citing Bhatara Dec., Ex. F).) These random and sporadic solicitations on behalf of Franchise India, which amount to three trips over the course over four years based on the record before the court, considered on their own or in the aggregate, would be “insufficient to establish the systematic and continuous presence within the state that New York law requires.” Landoil, 918 F.2d at 1045 (emphasis added).

Plaintiffs also argue that Franchise India solicits business from thousands of companies through its web page and that it has contractual franchising relationships with iconic companies that do business in New York, such as the Sesame Street Preschool program, the Kenny Rogers Roasters franchise, and Famous Fam-iglia. (Bhatara Dec. ¶¶ 57-58, 61-63, & Ex. F.) It is well-established, however, that “[t]he existence of contractual relationships with entities that happen to have operations in New York does not establish § 301 jurisdiction, because it does not show extensive conduct directed toward or occurring in New York.” Reers v. Deutsche Bahn AG, 320 F.Supp.2d 140, 150 (S.D.N.Y.2004); see also Nelson v. Mass. Gen. Hosp., No. 04-CV-5382, 2007 WL 2781241, at *21-22, 2007 U.S. Dist. LEXIS 70455, at *64 (S.D.N.Y. Sept. 20, 2007) (same), aff'd, 299 Fed.Appx. 78 (2d Cir.2008) (summary order); Mantello v. Hall, 947 F.Supp. 92, 98 (S.D.N.Y.1996) (“The mere existence of a business relationship with entities within the forum state is insufficient to establish presence.”) (quoting Ins. Co. of Penn. v. Centaur Ins. Co., 590 F.Supp. 1187, 1189 (S.D.N.Y.1984)).

Moreover, “[t]he fact that a foreign corporation has a website accessible in New York is insufficient to confer jurisdiction under CPLR § 301.” Spencer Trask Ventures, Inc. v. Archos S.A., No. 01 Civ. 1169, 2002 WL 417192, at *6, 2002 U.S. Dist. LEXIS 4396, at *22 (S.D.N.Y. Mar. 18, 2002); see also Nelson, 2007 WL 2781241, at *22, 2007 U.S. Dist. LEXIS 70455, at *65 (same); Northrop Grumman Overseas Serv. Corp. v. Banco Wiese Sudameris, No. 03 Civ. 1681, 2004 WL 2199547, at *7, 2004 U.S. Dist. LEXIS 19614, at *24 (S.D.N.Y. Sept. 29, 2004) (“courts have routinely held that the fact that a foreign corporation has an interactive website accessible to New York, without more, is insufficient to confer jurisdiction under CPLR § 301”).

In this case, representatives of Franchise India and FAPL, which are based in India and primarily derive their revenues from operations outside New York, purportedly made three trips to the state to negotiate contracts for franchising opportunities outside New York and used a website to advertise franchising opportunities outside New York. (Marya Dec. ¶¶ 44-47, 49-50, 70; Bhatara Dec. ¶¶ 61-63.) “Through these activities, defendants, in essence, merely [were] securing] the ... services they need[ed] ... [for] their business,” such as creating new franchises outside New York. Mantello, 947 F.Supp. at 98. But Franchise India and FAPL were not “doing business” on a consistent and ongoing basis within New York as required for jurisdiction under CPLR § 301. Id.; cf. Agency Rent A Car Sys. v. Grand Rent A Car Corp., 916 F.Supp. 224, 228 (S.D.N.Y.) (“The purchase of goods from New York by a Defendant, even if on a large scale, would not, in and of itself, amount to ‘doing business’ within the state.”) (emphasis added), rev’d on other grounds, 98 F.3d 25 (2d Cir.1996). Therefore, the court finds that plaintiffs have failed to establish that this court has general jurisdiction over Franchise India and FAPL under CPLR § 301.

B. Jurisdiction under CPLR § 302

This court’s exercise of specific jurisdiction over Franchise India and FAPL under CPLR § 302 depends on two issues: whether Marya was acting on behalf of those companies when he met with Bha-tara in New York to negotiate a contract, and whether Bhatara has made a prima facie case that he and Marya, who was allegedly acting on behalf of Franchise India and FAPL, in fact entered into an agreement during their meeting in New York. The court will discuss these issues below.

1. Relationship between Marya, Franchise India, and FAPL

Plaintiffs appear to assert that alter-ego or veil-piercing theories warrant a finding of personal jurisdiction, arguing that “there can be no dispute that Marya, Franchise India, and [FAPL] are indistinguishable, as they appear to jointly conduct business ... and both [FAPL] and Franchise India are controlled by Marya.” (Opp. at 19.) To that end, plaintiffs argue that Marya controls Franchise India and FAPL and that they are “agents of one another.” (Id.) Defendants, however, aver that, while Marya “is an owner of both entities, he is not the sole owner, and different persons own both entities.” (Reply, 3/4/13, at 10.) They also point out that the draft Commercial Agreement does not mention Franchise India. (Id.)

“On an alter-ego claim for liability, the corporate veil will be pierced if a plaintiff can demonstrate that ‘the alleged dominating party exercised complete domination over the corporation with respect to the subject transaction and that such domination was used to commit a fraud or other wrong which injured [the] plaintiff.’ ” Cardell Fin. Corp. v. Suchodolski Assocs., No. 09 Civ. 6148, 2012 U.S. Dist. LEXIS 188295, at *47-48 (S.D.N.Y.) (quoting Miramax Film Corp. v. Abraham, No. 01 CV 5202, 2003 WL 22832384, at *7, 2003 U.S. Dist. LEXIS 21346, at *18 (S.D.N.Y. Nov. 25, 2003)), adopted by 896 F.Supp.2d 320 (S.D.N.Y.2012). “The standard for piercing the corporate veil for purposes of personal jurisdiction, however, is ‘a less stringent one.’ ” Id. (quoting Miramax, 2003 WL 22832384 at *7, 2003 U.S. Dist. LEXIS 21346 at *20). “If a corporation is merely a shell, the corporate veil may be pierced to impute jurisdiction even without a showing that the shell was used to perpetrate a fraud.” Miramax, 2003 WL 22832384 at *7, 2003 U.S. Dist. LEXIS 21346 at *20-21.

“The critical inquiry is determining whether a corporation is a ‘shell’ company is whether it is being used by the alleged dominating entity to advance its own personal interests as oppose[d] to furthering the corporate ends.” Id. at *8, 2003 U.S. Dist. LEXIS 21346 at *21 (collecting cases). To determine if a corporation is being used as a shell, courts examine factors such as the failure to observe corporate formalities, inadequate capitalization, intermingling of personal and corporate funds, shared office space and phone numbers, or an overlap of ownership, directors, officers, and personnel. Id. at *8, 2003 U.S. Dist. LEXIS 21346 at *22.

Marya is the principal and managing director of Franchise India and the managing director of FAPL, all of the shareholders of Franchise India are relatives of Marya, and Marya asserts that he and his brother own the shares of FAPL. (Marya Dec. ¶¶ 1, 45, 49.) Yet because Defendants have asserted, and plaintiffs have not disputed, that Franchise India and FAPL were incorporated separately, are run separately, respect corporate formalities, and file separate tax returns in India, (Reply at 10), the court finds that plaintiffs have failed to establish a prima facie case that Franchise India and FAPL are alter egos of Marya or the same entity because there is no evidence or factual assertion that Marya dominates either entity “to advance [his] own personal interests as oppose[d] to furthering the corporate ends.” Miramax, 2003 WL 22832384 at *8, 2003 U.S. Dist. LEXIS 21346 at *21.

Nevertheless, the evidence in the record establishes a prima facie case that Franchise India and FAPL are liable for the actions undertaken by Marya because Marya was acting with actual authority as their agent when negotiating with Bhatara. Under New York law, a court “may exercise personal jurisdiction over any non-domiciliary ... who in person or through an agent ... transacts any business within the state or contracts anywhere to supply goods or services in the state.” N.Y.C.P.L.R. § 302(a)(1) (2014). “To bind a principal to a contract, a putative agent must be vested with actual or apparent authority.” Hudson & Broad, Inc. v. J.C. Penney Corp., No. 12 Civ. 3239, 2013 WL 3203742, at *3, 2013 U.S. Dist. LEXIS 89207 (S.D.N.Y. June 18, 2013), at *11 (quoting BS Sun Shipping Monrovia v. Citgo Petroleum Corp., No. 06-cv-839, 2006 WL 2265041, at *3, 2006 U.S. Dist. LEXIS 54588, at *9 (S.D.N.Y. Aug. 8, 2006)), aff'd, 553 Fed.Appx. 37, No. 13-2720-cv, 2014 WL 292192, 2014 U.S.App. LEXIS 1675 (2d Cir. Jan. 28, 2014).

“[A]ctual authority is created by direct manifestations from the principal to the agent.” Aleph Towers, LLC v. Ambit Tex., LLC, No. 12-CV-3488, 2013 WL 4517278, at *6 n. 10, 2013 U.S. Dist. LEXIS 120284, at *19 n. 10 (E.D.N.Y. Aug. 23, 2013) (quoting Peltz v. SHB Commodities, Inc., 115 F.3d 1082, 1088 (2d Cir.1997)). “[A]n agent has actual authority if the principal has granted the agent the power to enter into contracts on the principal’s behalf, subject to whatever limitations the principal places on this power, either explicitly or implicitly.” Hudson & Broad, Inc., 2013 WL 3203742 at *4, 2013 U.S. Dist. LEXIS 89207 at *11-12 (quoting Highland Capital Mgmt. v. Schneider, 607 F.3d 322, 327 (2d Cir.2010)).

Because Marya has admitted that he is the principal and managing director of Franchise India, the managing director and owner of 50 percent of the shares of FAPL, and in fact signed the License Agreement •with Francorp on behalf of FAPL, he does not and cannot plausibly argue that he lacked actual authority to enter into contracts on behalf of either Franchise India or FAPL. (Marya Dec. ¶¶ 1, 45, 49, Ex. D.) In this case, Bhatara has asserted that he reached an agreement with Marya during a dinner in White Plains, New York on November 2, 2008. (Bhatara Dec. ¶¶ 27-28.) Although the draft agreement that Bhatara brought to the meeting with Marya does not mention Franchise India, (Marya Dec., Ex. C), Bhatara has attested that he understood the agreement plaintiffs entered into on November 2, 2008 was with, and would benefit, Marya, Franchise India, and FAPL, (Bhatara Dec. 116, 27-28).

Bhatara’s claim is consistent with evidence in the record. First, in his e-mail discussions with Bhatara, Marya described the proposed joint venture as a “win-win for both companies” and anticipated “marketing]” the Francorp license “aggressively” through Franchise India. (Bhatara Dec., Ex. I.) Second, a legal advisor at Franchise India e-mailed the draft Commercial Agreement to Bhatara for review before the meeting. (Marya Dec. ¶23 & Ex. C.) Finally, Marya, who regularly emailed Bhatara from his Franchise India e-mail address in connection with discussions about the proposed agreement, stated in an e-mail after the meeting that “this new joint venture will be very fruitful and beneficial to our organizations.” (Bhatara Dec. ¶ 35 & Ex. C (emphasis added).) After giving appropriate deference to Bha-tara’s affidavit at this stage of the proceedings and considering the evidence in the record, the court finds that plaintiffs have established a prima facie case that Marya, who was the principal and managing director of Franchise India, negotiated a contract with Bhatara as an agent of Franchise India and on behalf of Franchise India. The court also finds that the evidence establishes a prima facie case that Marya entered into an agreement with Bhatara on behalf of FAPL because the draft Commercial Agreement specifically calls for the License to be deposited in FAPL and for Marya to take steps to generate revenues for FAPL. (Marya Dec., Ex. C.)

“Apparent authority exists when a principal, either intentionally or by lack of ordinary care, induces [a third party] to believe that an individual has been authorized to act on its behalf.” Aleph Towers, LLC, 2013 WL 4517278, at *6, 2013 U.S. Dist. LEXIS 120284, at *19 (quoting Peltz, 115 F.3d at 1088). “Apparent authority will only be found where words or conduct of the principal&emdash;not the agent&emdash;are communicated to a third party, which give rise to a reasonable belief and appearance that the agent possesses authority to enter into the specific transaction at issue.” Edinburg Volunteer Fire Co., Inc. v. Danko Emergency Equip. Co., 55 A.D.3d 1108, 867 N.Y.S.2d 547, 549 (2008). Although the court has already found that Marya had the actual authority to act on behalf of Franchise India and FAPL, the court also finds that Bhatara would have been reasonably induced to believe that Marya was authorized to act on behalf of Franchise India and FAPL by virtue of the positions Marya purports to have held at both companies, and because a legal advisor at Franchise India e-mailed Bhatara a copy of the draft Commercial Agreement, and another employee at Franchise India instructed him to take a copy of the agreement to his meeting with Marya. (Marya Dec. ¶¶ 23-24 & Ex. C.) Accordingly, the court finds that Marya acted with actual and apparent authority on behalf of Franchise India and FAPL.

2. Specific Jurisdiction over Marya, FAPL, and Franchise India

Plaintiffs argue that specific jurisdiction is appropriate pursuant to CPLR § 302. (Opp. at 17-19.) Under CPLR § 302(a)(1), a New York court may exercise personal jurisdiction over a non-domiciliary “who in person or through an agent ... transacts any business within the state or contracts anywhere to supply goods or services in the state.” N.Y.C.P.L.R. § 302(a)(1). In order to evaluate if the statute is satisfied, the court analyzes whether the defendant “transacts any business” in New York and, if so, whether the cause of action “aris[es] from” such a business transaction. Best Van Lines, Inc. v. Walker, 490 F.3d 239, 246 (2d Cir.2007) (citing Deutsche Bank Sec., Inc. v. Montana Bd. of Invs., 7 N.Y.3d 65, 818 N.Y.S.2d 164, 850 N.E.2d 1140, 1142 (2006)). For purposes of CPLR § 302(a)(l)’s “transaction of business” test, the New York Court of Appeals has held that “[t]he overriding criterion necessary to establish a transaction of business is some act by which the defendant purposefully avails itself of the privilege of conducting activities within [New York].” Ehrenfeld v. Bin Mahfouz, 9 N.Y.3d 501, 851 N.Y.S.2d 381, 881 N.E.2d 830, 834 (2007) (internal quotation and citation omitted) (alteration in original).

To determine whether a party in a breach of contract case has “transacted business” within the meaning of CPLR § 302(a)(1), the Second Circuit has explained that courts should examine four criteria:

i. whether the defendant has an ongoing contractual relationship with a New York corporation;

ii. whether the contract with a New York corporation was negotiated or executed in New York and whether, after executing a contract with a New York business, the defendant has visited New York for the purpose of meeting with parties to the contract regarding the relationship;

iii. what the choice-of-law clause is in any such contract; and

iv. whether the contract requires [defendant] to send notices and payments into the forum state or subjects them to supervision by the corporation in the forum state. Sunward Elecs., Inc. v. McDonald, 362 F.3d 17, 22 (2d Cir.2004) (quoting Agency Rent A Car, 98 F.3d at 29).

“Although all factors are relevant, no one factor is dispositive and other factors may be considered.” Id. at 23. “The ultimate determination is based on the totality of the circumstances.” Id. (quotation and citation omitted).

According to New York law, a defendant’s physical presence in the state at the time of the negotiation, making, or execution of a contract generally justifies a finding of purposeful availment and allows a court to exercise personal jurisdiction under CPLR § 302(a)(1) in a breach of contract case such as this one. See George Reiner & Co. v. Schwartz, 41 N.Y.2d 648, 394 N.Y.S.2d 844, 363 N.E.2d 551, 554 (1977) (finding jurisdiction on the basis that defendant “was physically present in New York at the time the contract ... was negotiated and made and the contract ... was the transaction out of which the cause of action arose”); see also Chang v. Gordon, No. 96 Civ. 0152, 1997 WL 563288, at *5, 1997 U.S. Dist. LEXIS 13570, at *14 (S.D.N.Y. Sept. 8, 1997) (a meeting in New York where parties agreed to exchange stock “is a sufficient contact to satisfy Plaintiffs’ prima facie showing of jurisdiction”); Panaria Int'l, Inc. v. Hwan Chang Choi, No. 88 Civ. 8313, 1989 WL 39695, at *1-2, *2, 1989 U.S. Dist. LEXIS 4398, at *3, *5 (S.D.N.Y. Apr. 17, 1989) (holding that plaintiffs averment that he agreed, during a meeting in New York, to let defendant use his letter of credit to buy goods from another company “easily makes out a prima facie claim” for jurisdiction under CPLR § 302); Hi Fashion Wigs, Inc. v. Hammond Adver., Inc., 32 N.Y.2d 583, 347 N.Y.S.2d 47, 300 N.E.2d 421, 423 (1973) (holding that a third-party defendant’s voluntary presence in the forum in order to deliver a guarantee was “[s]o essential ... to its validity and existence as a contract” that the defendant could be deemed to have purposefully availed himself of the forum); Parke-Bernet Galleries, Inc. v. Franklyn, 26 N.Y.2d 13, 308 N.Y.S.2d 337, 256 N.E.2d 506, 508 (1970) (observing that “where a defendant was physically present at the time the contract was made” presents “the clearest sort of case in which our courts would have 302 jurisdiction”).

As a preliminary matter, the court must determine whether the parties agreed to arbitrate this dispute under the “laws of India.” The third factor of the Second Circuit’s test “transaction of business” in New York test looks at whether the contract includes a “choice-of-law clause.” See Sunward Elecs., Inc., 362 F.3d at 22. Article 14 of the draft Commercial Agreement states that “[t]his Agreement shall be governed by and construed in accordance with the laws of India.” (Marya Dec., Ex. C. at p. 13.) But Bhatara claims that “the nature and location of conflict resolution was amongst the final minor outstanding points of negotiation,” and notes that the draft Commercial Agreement deviated from a term sheet, which called for arbitration under the laws of the United States. (Bhatara Dec. ¶¶ 78-80 & Exs. K-L.) Significantly, legal counsel for plaintiffs e-mailed Bhatara on November 4, 2008, to point out that the draft Commercial Agreement called for arbitration pursuant to the laws of India rather than the laws of the United States and reminded Bhatara that he had previously only agreed to arbitration under the laws of the United States in negotiations over the term sheet. (Id., Ex. K.) At this stage of the litigation, “documents are construed in the light most favorable to plaintiff and all doubts are resolved in its favor” and, under that standard, the court finds that the parties had not yet agreed to arbitrate this dispute pursuant to the laws of India. CutCo Indus., Inc., 806 F.2d at 365.

The court next considers the other factors outlined by the Second Circuit in determining whether defendants transacted business in New York and can thus be subjected to specific jurisdiction under CPLR § 302(a)(1). Although Bhatara and Marya initially began their discussions in India and continued negotiations by e-mail, (Marya Dec. ¶¶ 12-18), Bhatara has attested that he and Marya “reached a resolution” on the “core of [their] agreement” at a dinner on November 2, 2008, at the BLT Steakhouse in White Plains, New York, (Bhatara Dec. ¶¶ 27-29). Specifically, Bhatara has stated that he and Marya agreed to each own 50 percent of FAPL, that Marya’s interest would be established by operating FAPL in India, and that Bhatara’s interest would be secured by his existing equity in the License, and “placing the ownership of the License within [FAPL]” for their mutual benefit. (Id. ¶ 28.) Bhatara would also receive “additional compensation from Marya.” (Id.) Marya claims that the parties did not come to any agreement at this dinner, but he has provided no evidence to support this claim beyond various assertions. (Marya Dec. ¶¶ 38-40.)

Bhatara’s claim that the parties negotiated a deal during this dinner in New York, however, is corroborated by the fact that a legal advisor at Franchise India emailed Bhatara a draft agreement on November 1, 2008, and another colleague of Marya at Franchise India e-mailed Bha-tara that same day and told him to bring a copy of the draft to his dinner meeting with Marya. (Marya Dec. ¶ 23 & Ex. C.) On this record, it is not plausible that Marya’s colleagues at Franchise India would e-mail Bhatara the draft Commercial Agreement and tell him to bring a copy of the document to a dinner if Marya and Bhatara did not in fact plan to substantively discuss the draft Commercial Agreement at the dinner.

Other evidence in the record corroborates Bhatara’s claim that the parties reached an agreement during the November 2, 2008 dinner. First, Marya and Bha-tara traveled to Illinois to meet with Boroi-an and execute the License Agreement, which was signed on November 5, 2008, by Marya on behalf of FAPL and Boroian on behalf of Francorp. (Id. ¶ 35.) The License Agreement specified that Bhatara’s payment of $400,000 to Francorp for the License would satisfy FAPL’s fee to use the License and identified Marya and Bha-tara as each owning 50 percent of the sh