The following e-filed documents, listed by NYSCEF document number (Motion 001) 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40 were read on this motion to/for DISMISSAL. DECISION ORDER ON MOTION Upon the foregoing documents, East West United Bank SA’s (East-West) motion to dismiss the Amended Complaint pursuant to CPLR §327 (a) is granted. The Relevant Facts and Circumstances The dispute involved in this lawsuit arises under a certain Amendment and Restatement Agreement to a USD 75,000,000 Credit Agreement dated 23 August 2013, as amended on 14 February 2014 and on 4 March 2015, and amended and restated on 31 March 2016 (the Credit Agreement), dated May 19, 2017, between New Century Distribution LLC (NC Distribution), New Media Distribution Company Sezc Ltd. (New Media Distribution), the persons listed in Schedule 1 to the Credit Agreement as guarantors, and East-West as facility agent on behalf of each Finance Party (NYSCEF Doc. No. 9). None of the parties to the Credit Agreement are incorporated in the United States. To wit, NC Distribution is incorporated in Switzerland. New Media Distribution and New Media Programming, both guarantors, are incorporated in the Cayman Islands. Other guarantors, Film Production Center LLC, Limited Liability Company Silver Screen, “Forward-Film” Limited Liability Company, and Limited Liability Company Progress Studio (formerly “Navigator” Limited Liability Company) are all incorporated in Russia. And, Nova Century Holdings Ltd, another guarantor, is incorporated in Gibraltar. East-West is incorporated in Luxembourg and is a wholly owned subsidiary of Sistema Public Joint Stock Financial Corporation (Sistema), which is incorporated in Russia (id., 12). New Media Distribution and its direct and indirect subsidiaries that directly or beneficially own the New Media Library (the Library) shall hereinafter collectively be referred to as New Media Group. And, the plaintiffs in this action, New Media Holding and VG Managing Member Corp. are a Delaware limited liability company and a Connecticut corporation, respectively, both of whose registered headquarters are located in Greenwich, Connecticut. The plaintiffs assert, however, that during all relevant times, the plaintiffs’ business activities were conducted or directed from their offices at 304 Hudson Street, New York, New York (NYSCEF Doc. No. 3.,
9-10). Pursuant to the terms of the Credit Agreement, East-West extended New Media Group a $75 million credit facility, which credit facility was secured by shares of corporate entities within the New Media Group (NYSCEF Doc. No. 3, 2) pursuant to certain pledge agreements (the Pledge Agreements). The primary value of the shares is derived from New Media Group’s ownership of the Library, one of the largest and most valuable Russian-language television and film media libraries (id). The credit facility itself was repayable in installments in USD dollars and according to the plaintiffs was repaid in part in New York. Nonetheless, the parties did not choose New York law to govern their disputes, as Section 38 of the Credit Agreement provides that the “Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law” (NYSCEF Doc. No. 9). And, they did not pick New York courts for disputes relating to the Credit Agreement, but arbitration in London (except as provided in Section 39.4 Option to litigate) as pursuant to Section 39.2 of the Credit Agreement, disputes were to be referred to and resolved by arbitration under the LCIA Arbitration Rules. Per the Notice provision, Section 31 of the Credit Agreement, notices to East- West were to be sent to their address in Luxembourg, and notices to NC Distribution were to be sent to their address in Switzerland. In any event, on August 28, 2013, East-West disbursed $25 million of loan proceeds by transferring the funds to JP Morgan Chase in Manhattan, which funds were transferred to the primary obligor, NC Distribution (id., 23). East-West funded an additional $10 million under the facility in February, 2014 (id., 27). In March, 2014, a senior representative of Sistema Massmedia contacted New Media Group’s CFO, Christopher Renaud, to discuss a proposed merger and joint business with New Media Group and those parties subsequently entered into a non-disclosure agreement in April, 2014 (id.,
