OPINION AND ORDER Plaintiffs Pablo Star Ltd. and Pablo Star Media Ltd., two related companies organized and registered under the laws of Ireland and the United Kingdom, own the copyrights to two photographs depicting the poet Dylan Thomas. Plaintiffs sued the Welsh Government and various media companies for infringement of their copyrights in these two photographs under the Copyright Act, 17 U.S.C. §§101 et seq. By an Opinion and Order dated March 16, 2016, this Court dismissed all claims against Defendant the Welsh Government for improper service and improper venue. (Dkt. No. 53.) Plaintiffs moved for reconsideration of that decision, which the Court denied. (Dkt. No. 65.) Further familiarity with the facts and procedural history of this case is presumed. Plaintiffs now move for leave to file a second amended complaint (“SAC”) against the Welsh Government. Federal Rule of Civil Procedure 15(a)(2) provides that, absent circumstances inapplicable to this case, “‘a party may amend its pleading only with the opposing party’s written consent or the court’s leave’ and instructs that ‘[t]he court should freely give leave when justice so requires.’” McKethan v. N.Y. State Dep’t of Corr. Servs., No. 10 Civ. 3826, 2012 WL 2333415, at *1 (S.D.N.Y. June 19, 2012) (alteration in original) (quoting Fed. R. Civ. P. 15(a)(2)). “[I]t is within the sound discretion of the district court to grant or deny leave to amend.” Id. (alteration in original) (quoting Barbata v. Latamie, No. 11 Civ. 7381, 2012 WL 1986981, at *1 (S.D.N.Y. June 4, 2012)). “Leave to amend may be denied for ‘good reason, including futility, bad faith, undue delay, or undue prejudice to the opposing party.’” Id. (quoting Barbata, 2012 WL 1986981, at *1).Defendant Tribune Content Agency, LLC contends that leave to file the proposed SAC should be denied as futile. Amendment is futile “where the proposed amended complaint would not withstand a motion to dismiss.” Itakura v. Primavera Galleries Inc., No. 08 Civ. 9027, 2009 WL 1873530, at *2 (S.D.N.Y. June 30, 2009) (alterations omitted) (quoting Howard v. City of New York, No. 02 Civ. 1731, 2006 WL 2597857, *8 (S.D.N.Y. Sept. 6, 2006)). “As when considering a motion to dismiss under Rule 12(b)(6), the court must accept as true all well-pleaded facts and draw all reasonable inferences in the moving party’s favor.” Artists Rights Enf’t Corp. v. Estate of King, No. 16 Civ. 1121, 2017 WL 2062988, at *3 (S.D.N.Y. May 15, 2017) (quoting Agerbrink v. Model Serv. LLC, 155 F. Supp. 3d 448, 456 (S.D.N.Y. 2016)). Therefore, the question is whether the proposed SAC would survive a motion to dismiss by the Welsh Government for improper venue.As the Court has previously explained, see Pablo Star Ltd. v. Welsh Gov’t, 170 F. Supp. 3d 597, 608-10 (S.D.N.Y. 2016), in a civil action against a foreign state, venue is proper:(1) in any judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated….(3) in any judicial district in which the agency or instrumentality is licensed to do business or is doing business, if the action is brought against an agency or instrumentality of a foreign state as defined in section 1603(b) of this title; or(4) in the United States District Court for the District of Columbia if the action is brought against a foreign state or political subdivision thereof.28 U.S.C. §1391(f).Plaintiffs contend that, based on the allegations in the proposed SAC, venue is proper under §1391(f)(1), the “substantial-part-of-the-claim” subsection of the venue statute.1 “‘Substantiality’ in the venue context is a more qualitative than quantitative inquiry, ‘determined by assessing the overall nature of the plaintiff’s claims and the nature of the specific events or omissions in the forum, and not by simply adding up the number of contacts.’” Rankel v. Kabateck, No. 12 Civ. 216, 2013 WL 7161687, at *4 (S.D.N.Y. Dec. 9, 2013) (quoting Daniel v. Am. Bd. of Emergency Med., 428 F.3d 408, 432-33 (2d Cir. 2005)).To assess whether “a substantial part of the events or omissions giving rise to the claim occurred” in this district, courts apply a two-part test:First, a court should identify the nature of the claims and the acts or omissions that the plaintiff alleges give rise to those claims. Second, the court should determine whether a substantial part of those acts or omissions occurred in the district where suit was filed, that is, whether “significant events or omissions material to [those] claim[s]…have occurred in the district in question.”Daniel, 428 F.3d at 432 (alterations in original) (citation omitted) (quoting Gulf Ins. Co. v. Glasbrenner, 417 F.3d 353, 357 (2d Cir. 2005)).2As to the first prong, the essence of Plaintiffs’ claims for copyright infringement consists of the Welsh Government’s unauthorized use of the two photographs as part of its campaign to promote tourism to Wales. A claim under the Copyright Act has two elements: (1) valid copyright ownership and (2) unauthorized copying. See Jorgensen v. Epic/Sony Records, 351 F.3d 46, 51 (2d Cir. 2003). “‘The word copying is shorthand for the infringing of any of the copyright owner’s five exclusive rights’ enumerated in 17 U.S.C. §106,” Pearson Educ., Inc. v. Ishayev, 963 F. Supp. 2d 239, 246 (S.D.N.Y. 2013) (quoting Arista Records, LLC v. Doe 3, 604 F.3d 110, 117 (2d Cir. 2010)), including the rights “(1) to reproduce the copyrighted work…; (2) to prepare derivative works based upon the copyrighted work; (3) to distribute copies…of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending;…[and] (5)…to display the copyrighted work publicly.” 17 U.S.C. §106.Having identified the nature of Plaintiffs’ claims, the Court must next determine whether significant events or omissions material to the Welsh government’s alleged unauthorized copying plausibly occurred in this district. If so, then venue is adequately alleged under §1391(f).Plaintiffs’ factual allegations include the following: The Welsh Government has a permanent presence in New York and maintains offices in New York City. (Dkt. No. 75-1 (“SAC”)
16, 18.) The Welsh Government created infringing “promotional materials” such as “advertisements, brochures, pamphlets, [and] New York City walking tour maps,” which included unauthorized copies of Plaintiffs’ photographs. (SAC22; see also Dkt. No. 75-2 (“Dylan Thomas Walking Tour of Greenwich Village, New York,” which uses one of Plaintiffs’ photographs).) In addition, the Welsh Government created display panels for an exhibition called “Welsh in America,” which made unauthorized use of Plaintiffs’ photographs. (SAC23; Dkt. No. 75-3 at 6 (“A 14-panel exhibition on the history of the Welsh in America is available for loan at no charge from the Welsh Assembly Government in New York.”).) Prior to creating these materials, the Welsh Government drafted a report detailing its strategies to promote tourism to Wales, and identified the United States as one of its key target markets. (SAC
