Dr. Alexander MacGregor,Plaintiffv.Milost Global, Inc., and MilostAdvisors, LLC,Defendants
MEMORANDUM OPINION AND ORDER Plaintiff Alexander MacGregor (“MacGregor”) brings this action against Defendants Milost Global, Inc. (“Global”), and Milost Advisors, LLC (“Advisors”), seeking declaratory relief and damages in connection with common-law breach of contract, conversion, and unjust enrichment claims. Global and Advisors now move, pursuant to Federal Rules of Civil Procedure 12(b)(1), 12(b)(4), 12(b)(5), and 12(b)(6), to dismiss Plaintiff’s Amended Complaint (docket entry no. 37, the “AC”) for lack of standing, insufficient process, insufficient service of process, and failure to state a claim upon which relief can be granted. (Docket entry no. 38.) The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332. The Court has reviewed thoroughly all of the parties’ submissions and arguments and, for the following reasons, Defendants’ motion is granted in part and denied in part.BACKGROUNDThe following recitation of relevant facts is drawn from the AC, the well-pleaded factual content of which is taken as true for purposes of the instant motion practice.Plaintiff is a Canadian resident who served from December 23, 2015, to January 27, 2017, as President and CEO of a company called KGIC Inc. (AC21.) Advisors is a New York corporation that was dissolved on May 1, 2017. (AC9.) Global is a private equity firm that allegedly conducts business from 48 Wall St., 11th Floor, New York, NY 10005. (AC13.) In August 2016, Defendants1 contacted Plaintiff at KGIC with a proposal to provide funding through a friendly take-over bid. (AC25.) Plaintiff alleges that he and KGIC entered into a Milost Equity and Subscription Agreement (“MESA”) with Defendants on October 30, 2016. (AC
