OPINION AND ORDERPlaintiff Okapi Partners, LLC (“Okapi”) brings this action to enforce a judgment entered in its favor against Rx Investor Value Corporation (“Rx”) in the Supreme Court of the State of New York, New York County, on August 9, 2018 (the “Judgment”). Rx is not a defendant in this case: according to Okapi, Rx has long been insolvent. Instead of proceeding against Rx, Okapi commenced this action against defendants Jeffrey Holtmeier and J. Robert Smyjunas, Jr. on the theory that Rx did not have an independent corporate identity and instead functioned as defendants’ corporate alter ego. Okapi alleges that defendants Holtmeier and Smyjunas dominated and controlled Rx, that Rx did not observe basic corporate formalities and that it was severely under-capitalized. Okapi also asserts that Holtmeier wrote a personal check from his own bank account to Okapi on behalf of Rx.Defendants move to dismiss the Amended Complaint (the “Complaint”) for lack of personal jurisdiction and for failure to state a claim pursuant to Rules 12(b)(2) and 12(b)(6), Fed. R. Civ. P., or, alternatively, to transfer this action to the Southern District of Ohio pursuant to 28 U.S.C. §1404. It is axiomatic that on a Rule 12(b)(6) motion, the Court accepts as true all factual allegations, and its review is limited to the Complaint and any documents integral thereto. See, e.g., Bell Atl. Corp. v. Twombly, 550 U.S. 544, 554 (2007). For the reasons that will be explained, the Court concludes that the Complaint has adequately alleged that Rx was the defendants’ corporate alter ego, and the defendants’ motion to dismiss is denied. The Court also concludes that the defendants are subject to personal jurisdiction in New York, and that the transfer of this action is not warranted.BACKGROUND.Okapi is a company that performs proxy-solicitation services. (Compl’t 2.) In August 2016, Rx and Okapi entered into an agreement (the “Agreement”) wherein Okapi agreed to provide services to Rx in connection with defendants’ campaign to gain control over the board of directors of HealthWarehouse.com, Inc. (“HealthWarehouse”), a publicly traded company. (Compl’t
2, 13.) The Agreement was signed by Holtmeier in his capacity as CEO of Rx and by Bruce H. Goldfarb in his capacity as president and CEO of Okapi. (Holtmeier Dec. Ex. B.) Okapi’s services included providing strategic advice, review and distribution of proxy materials, solicitation of institutional investors and preparation of contact lists, among other things. (Compl’t 13.) The proxy campaign sought the election of four specific candidates to the HealthWarehouse board, one of whom was defendant Holtmeier. (Compl’t 12.)The Agreement included a Fees & Services Schedule (the “Schedule”) that set forth the amounts Rx was to pay Okapi, and also included a provision for the reimbursement of Okapi’s costs and expenses. (Compl’t
