The opinion of the court was delivered by: Sifton, Senior Judge.
MEMORANDUM OPINION AND ORDER
Plaintiff, Gelfman International Enterprises ("Gelfman International"), commenced this action by filing a complaint invoking this Court's diversity jurisdiction against defendants, Marta Klioner, Miami Sun International Corp. ("Miami Sun"), Gleb Klioner, Michael Touretsky, and the Choir of Michael Touretsky a/k/a Moscow Jewish Choir ("Choir") ("defendants"). The complaint sets forth claims for relief based on breach of contract, misrepresentation and fraud,*fn1 and conversion. Defendants move for a change of venue pursuant to 28 U.S.C. §1404(a) and to dismiss count one of the complaint as to defendants Gleb Klioner, Touretsky and the Choir and counts two and three of the complaint as to all defendants pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below the defendants' motion for a change of venue is denied and the defendants' motion to dismiss is granted.
The following facts are drawn from the complaint, and are viewed in the light most favorable to Gelfman International, the non-moving party. See Patel v. Searles, 305 F.3d 130, 135 (2d Cir. 2002).
The Parties Plaintiff, Gelfman International is a Maryland corporation with its principal place of business in King's County, New York.
The defendant Marta Klioner, is a resident of Florida.*fn2 The defendant Miami Sun is a Florida corporation with its principal place of business in Florida. Miami Sun is owned and operated by Marta Klioner. Marta Klioner is also one of Miami Sun's officers.
The defendant Gleb Klioner is a manager and employee of Miami Sun.
The defendant Choir is a foreign business existing under the laws of the country of Russia.
The defendant Michael Touretsky is the producer of the Choir.
Gelfman International has been in the business of promoting and planning entertainment events around the world for the last fifteen years. Marta Klioner had previously worked with Gelfman International to plan events. In June of 2004 Marta Klioner spoke with Gelfman International about planning entertainment events in the United States. Marta Klioner represented that she was the representative and agent of Touretsky and the Choir and that they wished to secure the services of Gelfman International to plan a promote and series of choir performances.
Gelfman International proposed a series of performances in five cities: San Francisco, Los Angeles, Chicago, Boston and Atlantic City (collectively, the "Tour"). Klioner told Gelfman International that Touretsky and the Choir agreed to the proposal. Proceeds from the tour, meaning total box office receipts, would be divided as follows: initially all tour expenses would be reimbursed to the party that had incurred them; the balance remaining, the "net" proceeds would be divided equally with Gelfman International receiving fifty percent and the defendants receiving fifty percent.
Thereafter, Gelfman International began coordinating the Tour, which was scheduled to take place between January 22, 2005 and January 29, 2005. During the planning and promotion of the tour, Gelfman International expended significant funds in the form of costs for advertising, equipment, lighting and transportation and lodging for Touretsky and the Choir.
Marta and Gleb Klioner and Miami Sun acted as exclusive representatives of Touretsky and the Choir during the Tour. During the Tour, the Klioners and Sun Miami withheld information from the plaintiff about various aspects of the concerts. For example, they attempted to prevent Gelfman International employees from appearing at the concerts and from having access to the concert gate information. Employees of Gelfman International did appear at the final Atlantic City concert in order to obtain information concerning all of the performances, but the Klioners failed to meet with them. Touretsky and the Choir left the performance without meeting or speaking with the plaintiff.
After the Tour was completed, the defendants took possession of all of the receipts, information, and profits from the shows, thus preventing plaintiff's gaining access to them. Instead, the defendants divided profits from the concerts among themselves without reimbursing Gelfman International for monies expended or for its share of the profits.
On August 11, 2005 plaintiff filed the complaint in this case. Thereafter, defendants hired the Florida law firm, Glantz & Glantz, P.A. to represent them and that firm has appeared for all defendants.*fn3
Defendants request that this action be transferred to the Southern District of ...