# Fairfield Sentry Limited (In Liquidation) v. Union Bancaire Privee, UBP SA

> United States Bankruptcy Court, S.D. New York · July 15, 2025

URL: https://www.frixlaw.com/law-library/cases/11100328

## Case

- **Court:** United States Bankruptcy Court, S.D. New York
- **Decided:** July 15, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11100328

## How later opinions describe it (automated extraction)

- finding benefit where defendant “stood to benefit” from the alleged agent’s “actions and contracts by receiving some or all of the sale price”
- holding that an agent may act as an agent for both parties to the same transaction where the interest of two principals are not conflicting

## Opinion text

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re: Chapter 15

Fairfield Sentry Limited, et al. Case No. 10-13164 (JPM)

(Jointly Administered)
Debtors in Foreign Proceedings.
FAIRFIELD SENTRY LTD. (In
Liquidation), et al.,

Plaintiffs,
Adv. Pro. No. 10-03636 (JPM)
v.

ABN AMRO SCHWEIZ AG a/k/a AMRO
(SWITZERLAND) AG, et al.,

Defendants.

MEMORANDUM OPINION AND ORDER DENYING
DEFENDANT’S MOTION TO DISMISS

APPEARANCES:

ALLGAERT BERGER & VOGEL LLP
Attorneys for Defendant, Edmond de Rothschild (Suisse) S.A. (sued as Rothschild Bank Geneva
(Dublin)), individually and as successor-in-interest to Sella Bank AG, and Rothschild Lugano
Dublin (a/k/a Banca Privata Edmond de Rothschild Lugano S.A.)
111 Broadway
New York, NY 10006
By: John F. Zulack
Lauren J. Pincus
David A. Shaiman
John S. Craig
Bianca Lin

BROWN RUDNICK LLP
Attorneys for the Plaintiffs, Joint Liquidators
Seven Times Square
New York, NY 10036
By: Jeffrey L. Jonas
David J. Molton
Marek P. Krzyzowski
JOHN P. MASTANDO III
UNITED STATES BANKRUPTCY JUDGE

I. INTRODUCTION
Pending before the Court is the motion of the Defendant, Edmond de Rothschild (Suisse)
S.A.1 (“EDRS” or “Defendant,” sued as Rothschild Bank Geneva (Dublin)), to dismiss the Fifth
Amended Complaint (the “Amended Complaint” or “Am. Compl.”) for lack of personal
jurisdiction. Mot. to Dismiss (the “Motion”), ECF2 No. 756. The parties did not request oral
argument on the Motion, and instead indicated that they were resting on the papers. See Letter re:
Status of Remaining Oral Arguments, Ex. A, ECF No. 1323. For the reasons set forth herein, the
Court DENIES the Defendant’s Motion to Dismiss.
II. JURISDICTION
The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 1334 and 157 and the
Amended Standing Order of Reference dated January 31, 2012 (Preska, C.J.). This Court
previously concluded that it has subject matter jurisdiction over this and related actions. See In re
Fairfield Sentry Ltd., 2018 WL 3756343 (Bankr. S.D.N.Y. Aug. 6, 2018) (“Fairfield I”); see also
Stip. Order, ECF No. 577. Personal jurisdiction is contested by the Defendant and will be
discussed below.

1 EDRS was formerly known as Banca Privata Edmond de Rothschild (“BPER”). Memorandum of Law in
Opposition to Edmond de Rothschild Suisse (SA)'s Motion to Dismiss (the “Opposition” or “Opp’n”) at 1, ECF No.
1129. Moreover, since the commencement of this adversary proceeding, two other defendants, Sella Bank AG and
Rothschild Lugano Dublin (a/k/a Banca Privata Edmond de Rothschild Lugano S.A.) (“Rothschild Lugano”), have
merged with EDRS. See id.; see also Edmond De Rothschild (Suisse) S.A.’s Memorandum of Law in Support of its
Motion to Dismiss for Lack of Personal Jurisdiction (the “Memorandum of Law” or “Mem. L.”) at 1 n.2, ECF No.
757. The Liquidators are currently asserting their constructive trust claim against EDRS in both the Defendant’s
individual capacity, and in EDRS’s capacity as the successor-in-interest of the two merged defendants. See id. at 1–
2. Certain documents referenced by the parties’ filings in connection with this Motion referred to EDRS by its former
name, and the names of the two defendants that merged with EDRS.
2 Citations to this Court’s electronic docket refer to the docket of Adv. Pro. No. 10-03636-jpm unless otherwise
noted.
III. BACKGROUND
This adversary proceeding was filed on September 21, 2010. See ECF No. 1; see also
Amended Complaint Against All Defendants (the “Complaint” or “Compl.”), ECF No. 8. Kenneth
M. Krys and Greig Mitchell (the “Liquidators”), in their capacities as the duly appointed
Liquidators and Foreign Representatives of Fairfield Sentry Limited (In Liquidation) (“Sentry”),

Fairfield Sigma Limited (In Liquidation) (“Sigma”), and Fairfield Lambda Limited (In
Liquidation) (“Lambda” and, together with Sentry and Sigma, the “Fairfield Funds” or the
“Funds”) filed the Amended Complaint on August 12, 2021. See Am. Compl., ECF No. 679. Via
the Amended Complaint, the Liquidators seek the imposition of a constructive trust and recovery
of over $1.7 billion in redemption payments made by Sentry, Sigma, and Lambda to various
entities known as the Citco Subscribers. Id. ¶¶ 1–2, 205–06; id. Exs. A–C.3 Of that amount,
Defendant allegedly received at least $4,027,863.334 through redemption payments from its
investment in Sentry and Sigma. Opp’n at 2, ECF No. 1129; see also Declaration of Joshua
Margolin in Support of Liquidators’ Opposition to Defendant Edmond de Rothschild (Suisse)
S.A.’s Motion to Dismiss (“Margolin Decl.”) Exs. 3, 33–42, 48, 54–58, ECF No. 1130 (Redemption

Records).

3 At the time of the filing of the Amended Complaint, the Plaintiffs made no specific allegations as to the exact
amounts received by any of the beneficial shareholders. With respect to EDRS, the Amended Complaint states in
relevant part that “[b]ased on Fund records, some or all of the Redemption Payments made to the Citco Subscribers
may have been paid to an account holder or holders associated with the Beneficial Shareholder, Edmond de Rothschild
(Suisse) S.A. .” Am. Compl. ¶ 101. The Amended Complaint also contains identical language concerning Rothschild
Lugano. See Id. ¶ 99. The Amended Complaint alleges that several other defendants may have received redemption
payments made to the Citco Subscribers. Id. ¶¶ 34–112. This opinion concerns only those payments that the Plaintiffs
allege were paid to EDRS, an entity that now also encompasses Rothschild Lugano.
4 Of that total U.S. Dollar amount, the Plaintiffs allege that EDRS “received $3,276,024.75 from Sentry and
approximately €612,132.28 from Sigma through the redemption payments at issue. [T]he Liquidators have applied
the exchange rate as of the date of each redemption payment out of Sigma and calculated the dollar value of the Sigma
redemptions to be approximately $752,781.94. This number may vary if the Court ultimately determines that a
different exchange rate applies.” Opp’n at 2, n 3, ECF No. 1129.
A. THE BLMIS PONZI SCHEME
This adversary proceeding arises out of the decades-long effort to recover assets of the
Bernard L. Madoff Investment Securities LLC (“BLMIS”) Ponzi scheme.5 See Am. Compl. ¶ 1,
ECF No. 679. The Citco Subscribers allegedly invested, either for their own account or for the
account of others, into several funds — including Sentry, Sigma, and Lambda — that channeled

investments into BLMIS. Id. ¶¶ 2, 5, 15.
Fairfield Sentry was a direct feeder fund in that it was established for the purpose of
bringing investors into BLMIS, thereby allowing Madoff’s scheme to continue. Id. ¶¶ 5; 133–34;
see also In re Picard, 917 F.3d 85, 93 (2d Cir. 2019) (“A feeder fund is an entity that pools money
from numerous investors and then places it into a ‘master fund’ on their behalf. A master fund—
what Madoff Securities advertised its funds to be—pools investments from multiple feeder funds
and then invests the money.”). Fairfield Sigma and Lambda, in contrast, were indirect feeder
funds, established to facilitate investment in BLMIS through Fairfield Sentry for foreign
currencies. See Am. Compl. ¶¶ 133–34. BLMIS used investments from feeder funds, like the
Fairfield Funds, to satisfy redemption requests from other investors in the scheme. Id. ¶¶ 5–7, 13.

Without new investors, BLMIS would have been unable to make payments to those who chose to
withdraw their investments, and the scheme would have fallen apart. Id. ¶¶ 7–8, 12–14, 134.
The Amended Complaint alleges that investors received payments on account of their
shares in the Fairfield Funds based on a highly-inflated Net Asset Value (“NAV”). Id. ¶ 7. The
Citco Subscribers and the beneficial shareholders were allegedly such investors. Id. To calculate
the NAV, administrators used statements provided by BLMIS that showed “securities and

5 The Court will not recount all details concerning the Ponzi scheme perpetrated by Madoff. Details of that
scheme have been recounted by many courts. See, e.g., In re Madoff, 598 B.R. 102, 106 (S.D.N.Y. 2019), aff’d 818
F. App’x 48 (2d Cir. 2020).
investments, or interests or rights in securities and investments, held by BLMIS for the account of
Sentry.” Id. ¶ 136. In fact, no securities were ever bought or sold by BLMIS for Sentry, and none
of the transactions on the statements ever occurred. Id. ¶ 137. The money sent to BLMIS by the
Fairfield Funds for the purchase of securities was instead used by Bernard Madoff to pay other

investors or was “misappropriated by Madoff for other unauthorized uses.” Id. The NAVs were
miscalculated, and redemption payments were made in excess of the true value of the shares. Id.
¶ 139. The Fairfield Funds were either insolvent when the redemption payments were made or
were made insolvent by those payments. Id.
EDRS is a “corporate entity organized under the laws of Switzerland” with a registered
address in Lugano, Switzerland. Id. ¶101. Following a series of mergers, EDRS became the
successor-in-interest of two other previously named defendants — Sella Bank AG and Rothschild
Lugano. See Mem. L. at 1 n.2, ECF No. 757. Defendants have represented that “defendants
Edmond de Rothschild (Suisse) S.A., Rothschild Bank Geneva (Dublin), and [Rothschild Lugano]
… as named by the Plaintiffs in the Complaint, are currently one entity.” Opp’n at 1; see Margolin

Decl. Ex. 1 (May 10, 2021 Email from J. Zulack to M. Krzyzowski requesting the Liquidators
“consolidate any claims [against BPER, Sella Bank AG, and Rothschild Lugano] into claims
against Edmond de Rothschild (Suisse) S.A. for purposes of liability only.”).
EDRS allegedly invested into and redeemed shares of Sentry and Sigma through “several
companies within the Citco corporate family.” Opp’n at 6, ECF No. 1129. Investments into the
Funds were registered in the name of Citco Fund Services (Europe) B.V., and Citco Global
Custody N.V (together, “Citco Global Custody”). Id. Citco Bank Nederland N.V. Dublin Branch
(“Citco Bank”) allegedly carried out subscriptions and redemptions on behalf of EDRS and other
investors. Id. Citco Bank and Citco Global Custody (collectively, the “Citco Subscriber”)6 served
as the subscriber of record for EDRS’s shares of the Fairfield Funds. See id. at 6. The Citco
Subscriber was organized under the laws of either Curaçao or the Netherlands. See Mem. L. at 7
n.11.

EDRS first invested in two Fairfield feeder funds – Sentry and Sigma – in 2000 via the
Citco Subscriber, which is alleged to have facilitated investments in the Fairfield Funds for
numerous shareholders in this proceeding. See Opp’n at 7. While investing in the Funds, , EDRS
allegedly retained Citco as its agent, opened an account at Citco Bank, and entered into Brokerage
and Custody Agreements with the Citco Subscriber (the “B&C Agreements”). Id. at 7–9; see
Margolin Decl. Ex. 23 (B&C Agreement executed by BPER); id. Ex. 24 (B&C Agreement
executed by Rothschild Lugano). Under both the BPER and Rothschild Lugano B&C Agreements,
EDRS “appoint[ed] and authori[zed] [Citco Bank] to provide Brokerage Services.” Opp’n at 9.
These services included “the effecting of transactions of and/or relating to the purchase and sale
of and dealing in Securities in the name and for the account of [EDRS] … in the name of [Citco

Bank], or of the [Citco Global Custody], or any nominee for the account of [EDRS]” and “any
services ancillary thereto as set out in the [B&C Agreement].” Margolin Decl. Ex. 23 at -005. The
B&C Agreements authorized Citco Bank, “when instructed to do so by [EDRS] … to make
settlement of transactions undertaken by or for the account of [EDRS], delivering or receiving the

6 The Court will refer to the “Citco Subscriber” in this opinion as it is defined by the Plaintiffs in their
opposition memorandum. See Opp’n at 6, ECF No. 1129. The Amended Complaint refers to the “Citco Subscribers,”
a term that is defined to include both Citco Bank and Citco Global Custody, as relevant to this motion, and other Citco
banking and custody entities. See Am. Compl. ¶ 8, ECF No. 679 (defining the Citco Subscribers to include Citco
Global Custody NV, Citco Global Custody (NA) NV, Citco Fund Services (BVI), Citco Fund Services (Europe) BV,
Citco Bank Nederland N.V., Citco Bank Nederland N.V. Dublin Branch (a wholly owned subsidiary of Citco Bank
Nederland N.V.), the Citco Banking Corporation N.V.).
Securities or other assets of [EDRS] and making or receiving payments for the account of
[EDRS].” Id. Exs. 23, 24.
From June 2007 through October 2007, EDRS allegedly subscribed through the Citco
Subscriber for a total of 4,573.2 shares in Sentry and Sigma. See Opp’n at 3. EDRS also authorized

their alleged agent, Citco, to utilize U.S. correspondent bank accounts to receive 16 Sentry
redemption payments, worth $3,276,024.75 in total. See id. at 4; see also Margolin Decl. Exs. 3,
34–42, 48, 54–58 (Sentry Redemption Records). . In addition to these redemption payments,
EDRS allegedly received fees from the clients on whose behalf it invested. See Opp’n at 15. ; At
the directions and instructions of the Citco Subscriber, as the alleged agent of EDRS, “some . . .
of the Redemption Payments were received at . . . designated United States-based bank accounts.”
Am. Compl. ¶ 141.
Bernard Madoff was arrested for alleged violations of federal securities laws on December
11, 2008. Am. Compl. ¶ 193. The United States Attorney brought criminal charges against him,
alleging that Madoff ran a Ponzi scheme. Id. On December 11, 2008, the Securities Exchange

Commission filed an action in the Southern District of New York to halt the continued offerings
of securities. Id. ¶ 194. In March 2009, Madoff pleaded guilty to criminal charges against him
and confessed to operating a Ponzi scheme and fabricating statements and trade confirmations. Id.
¶¶ 195–96. Madoff was sentenced to 150 years in federal prison and died in April 2021. Id. ¶ 197.
The Amended Complaint alleges that the Citco Subscribers, including the purported agents
of EDRS, “had knowledge of the Madoff fraud, and therefore knowledge that the Net Asset Value
was inflated” when the redemption payments were made. Id. ¶ 209. The Amended Complaint
further asserts that, while receiving redemption payments, the Citco Subscribers “uncovered
multiple additional indicia that Madoff was engaged in some form of fraud” but “turned a blind
eye, [and] accept[ed] millions of dollars while willfully ignoring or, at the very least, recklessly
disregarding the truth in clear violation of the law of the British Virgin Islands . . . .” Id. ¶¶ 8, 209.
These indicia included verification that there was no “independent confirmation that BLMIS-held
assets even existed,” Madoff’s failure to segregate duties, and BLMIS’s “employing an

implausibly small auditing firm” rather than a reliable auditor. Id. ¶¶ 9, 209. In the face of red
flags such as these, the Citco Subscribers and other Citco entities purportedly “quietly reduced
[their] own exposure to BLMIS through the Funds, and significantly increasing its Custodian fees
to offset the risk.” Id. ¶ 209.
B. THE PRIOR LITIGATION AND PROCEDURAL HISTORY
The Fairfield Funds were put into liquidation in the BVI in 2009. Am. Compl. ¶¶ 26–29,
ECF No. 679. The BVI court issued orders appointing the foreign representatives, Kenneth Krys
and Greig Mitchell, as liquidators of the Fairfield Funds. Id. ¶ 29. Pursuant to the appointment
order of the BVI court,7 the “Foreign Representatives are responsible for all aspects of the Funds’
business, including protecting, realizing, and distributing assets for the Funds’ estates.” Id. ¶ 203.
The Liquidators commenced actions in the BVI against a number of investors who had redeemed

shares of the Fairfield Funds before the collapse of the scheme. Mem. L. at 4, ECF No. 827;
Fairfield Sentry Ltd. v. Citibank, N.A. London, 630 F. Supp. 3d 463, 475 (S.D.N.Y. 2022); see also
Fairfield Sentry Ltd. v. Theodoor GGC Amsterdam (In re Fairfield Sentry Ltd.), 596 B.R. 275, 284
(Bankr. S.D.N.Y. 2018) (“Fairfield II”).
The Liquidators filed petitions in this Court in June 2010 under Chapter 15 of the
Bankruptcy Code, seeking recognition of the BVI proceedings as foreign main proceedings. Am.

7 The order was issued by the “Commercial Division of the Eastern Caribbean High Court of Justice.” See
Am. Compl. at 1.
Compl. ¶ 30. This Court granted that recognition on July 22, 2010. Id. All cases filed by the
Plaintiffs were administratively consolidated before this Court in November 2010. See
Consolidation Order, Adv. Pro. No. 10-03496, ECF No. 25.
The Plaintiffs asserted multiple causes of action in those consolidated adversary
proceedings including, inter alia, mistaken payment and constructive trust.8 Compl. ¶¶ 63–86,

ECF No. 8; see also 630 F. Supp. 3d at 479. In October 2011, this Court stayed the U.S.
proceedings pending resolution of the BVI proceedings. See Am. Order Staying Redeemer
Actions, Adv. Pro. No. 10-03496, ECF No. 418.; Fairfield I, 2018 WL 3756343, at *3 (Bankr.
S.D.N.Y. Aug. 6, 2018).
In April 2014, the Privy Council affirmed dismissal of the Plaintiffs’ BVI law claims for
restitution based on mistaken payment. Fairfield Sentry Ltd. (In Liquidation ) v. Migani, [2014]
UKPC 9 (“Migani ”).9 The Privy Council held that the Plaintiffs’ claims for restitution in the BVI
to recover redemption payments arising out of transactions governed by the Funds’ Articles of
Association are governed by BVI law. Id. ¶ 17. The Plaintiffs’ claims to recover redemption

payments thus depended on whether Sentry was bound to make those payments under the “true
NAV per share, ascertained in the light of information which subsequently became available about
Madoff’s frauds, or . . . the NAV per share which was determined by the Directors at the time of
redemption.” Id. ¶ 19. The Privy Council concluded that the NAV had to be definitively
determined at the time of the subscription or redemption. Id. ¶ 21. The redemption payments

8 Other causes of action included unjust enrichment, money had and received, unfair preferences under BVI's
Insolvent Act § 245, undervalue transactions under the Insolvent Act § 246, breach of contract, and breach of the
implied covenant of good faith and fair dealing. Fairfield Sentry Ltd. v. Citibank, N.A. London, 630 F. Supp. 3d at
463, (S.D.N.Y. 2022).
9 Migani is available at https://jcpc.uk/uploads/jcpc_2012_0061_judgment_416722c30e.pdf and, without
numbered paragraphs, on Westlaw at Fairfield Sentry Ltd. (In Liquidation) v. Migani, 2014 WL 1219748 (UKPC,
Apr. 16, 2014).
made under the NAV were thus not subject to restitution and the payee was not unjustly enriched
by receiving funds, even if the amount was mistaken. Id. ¶¶ 18–19.
After Migani was issued, the Plaintiffs allegedly obtained evidence of bad faith of Citco,
the Fairfield Fund’s administrator, when it issued redemption certificates. See Fairfield I, 2018

WL 3756343, at *5–6. Plaintiffs moved to amend the complaint, seeking to add allegations that
Citco lacked good faith when it issued certificates for redemptions and was aware that the NAV
was inflated at the time. See id. at *6. The Plaintiffs argued that the certificates would not be
binding under the Funds’ Articles if they were not issued in good faith. Id.
In December 2018, this Court found that the Plaintiffs could allege bad faith on behalf of
Citco in the U.S. proceedings and could seek recovery of the redemption payments only “where a
Defendant knew the NAV was inflated at the time of redemption.” Fairfield II, 596 B.R. at 295.
Of the common law claims, the Court allowed only the Plaintiffs’ claims for constructive trust
against the so-called “Knowledge Defendants” to proceed:
The suggestion that the subsequent disclosure of facts indicating that the valuation
was made in bad faith vitiates the contract and requires restitution lacks support.
The only exception concerns the Knowledge Defendants that received redemption
payments with the knowledge that the NAV was wrong. In those circumstances,
the Liquidators may seek to impose a constructive trust.
Id. at 301. In December 2020, this Court ruled that § 546(e) bars Plaintiffs’ BVI avoidance claims
to recover unfair preferences and undervalue transactions. In re Fairfield Sentry Ltd., 2020 WL
7345988, at *1 (Dec. 14, 2020) (“Fairfield III”).
Following these decisions, only the constructive trust claims survived. Id.; In re Fairfield
Sentry Ltd., No. 10-13164 (SMB), 2021 WL 771677, at *1 (Bankr. S.D.N.Y. Feb. 23, 2021)
(“Fairfield IV”), aff'd, 630 F. Supp. 3d 463 (2022). The Liquidators filed a further motion to
amend the complaints against the Knowledge Defendants. Mot. to Amend, ECF No. 618; Mot. to
Amend, Adv. Pro. No. 10-03496, ECF No. 3737. On August 5, 2021, this Court granted the motion
to amend the complaint and lifted the stay of the redeemer actions. See Order Granting Mot. to
Amend, ECF No. 676; see also Order Lifting Stay of Redeemer Actions, ECF No. 675.
C. THE PENDING MOTION
The Amended Complaint seeks the imposition of a constructive trust on the redemption
payments received from the Fairfield Funds. See Am. Compl. ¶ 205, ECF No. 679. The Amended

Complaint alleges that Defendant’s purported agent, the Citco Subscriber, had knowledge of the
fraud at BLMIS and therefore knowledge that the NAV was inflated. Id. ¶ 209. “By reason of
their receipt of some or all of the Redemption Payments, the Beneficial Shareholders have been
unjustly enriched to the detriment of the [Fairfield] Funds and other shareholders and creditors of
the Funds.” 10 Id. ¶ 213.
Under BVI law, “lack of good faith, i.e. bad faith, includes wrongdoing by one who acts
recklessly as well as one who acts with actual knowledge that he is acting wrongfully or willfully
blinds himself to that fact.” Id. ¶ 206 (citing Fairfield II, 596 B.R. at 293). As this Court previously
found:
To establish a constructive trust claim under English law, which would apply in the
BVI, “the plaintiff must show, first, a disposal of his assets in breach of fiduciary
duty; second, the beneficial receipt by the defendant of assets which are traceable
as representing the assets of the plaintiff; and third, knowledge on the part of the
defendant that the assets he received are traceable to a breach of fiduciary duty.”

Fairfield IV, 2021 WL 771677, at *3 (quoting El Ajou v. Dollar Land Holdings Ltd. [1994] 2 All
E.R. 685, 700).
The Amended Complaint alleges that the defendants, including EDRS as a beneficial
shareholder of certain accounts, purposefully availed themselves of the laws of the United States

10 As stated supra, footnote 3, the Amended Complaint alleges that several other defendants may have received
redemption payments made to the Citco Subscribers. Id. ¶¶ 34–112.
and the State of New York by “investing money with the Funds, and knowing and intending that
the Funds would invest substantially all of that money in New York-based BLMIS.” Am. Compl.
¶ 20.
The parties engaged in personal jurisdiction discovery between September 2021 and

August 2022. See Scheduling Order, ECF No. 714; Second Am. Scheduling Order, ECF No. 997.
Merits document and expert discovery is ongoing in this case. See Fourteenth Am. Scheduling
Order, ECF No. 1321; see also Fifteenth Am. Scheduling Order, ECF No. 1336.
Defendant has moved to dismiss the Amended Complaint for lack of personal jurisdiction,
arguing that the Amended Complaint has not sufficiently alleged minimum contacts with the forum
to establish personal jurisdiction over Defendant and that exercising personal jurisdiction would
be unreasonable. See Mem. L. at 2–4 ECF No. 757.
The Liquidators filed an opposition to the Motion and submitted the declarations of Joshua
Margolin and Sara Joyce in support of their opposition. See Opp’n, ECF No.1129; Margolin Decl.,
ECF. No. 1130; Declaration of Sara Joyce (“Joyce Decl.”), ECF No. 1131.11 The Liquidators

argue that exercising jurisdiction over Defendant would be reasonable and that Defendant’s
contacts with the United States, through its own actions and those of its purported agent, in
knowingly and intentionally investing in Sentry, using U.S. correspondent accounts to invest in
and receive payments from Sentry, and conducting other business activities support personal
jurisdiction. Opp’n at 2–5. Defendant filed a reply memorandum on August 10, 2023. Reply in
Further Support of Defendant Edmond de Rothschild (Suisse) S.A.'s Motion to Dismiss for Lack

11 Pursuant to various orders of this Court, portions of certain filings and supporting documents were filed under
seal. For the analysis in this opinion, the Court will refrain from referring to any bank account numbers or names of
individual employees, named only in sealed documents, in full.
of Personal Jurisdiction (the “Reply”), ECF. No. 1266. In considering the Defendant’s Motions,
the Court has reviewed the above filings, all other relevant submissions, and the record as a whole.
IV. DISCUSSION
A. THE LAW OF PERSONAL JURISDICTION
To subject a defendant to personal jurisdiction in the United States, courts have generally
recognized that due process requires that the defendant have sufficient minimum contacts with the

forum in which the defendant is sued “‘such that the maintenance of the suit does not offend
traditional notions of fair play and substantial justice.’” See, e.g., Picard v. Bureau of Labor Ins.
(In re BLMIS), 480 B.R. 501, 516 (Bankr. S.D.N.Y. 2012) (quoting Int’l Shoe Co. v. Washington,
326 U.S. 310, 316 (1945)). Further, “[w]hen jurisdiction is satisfied through Bankruptcy Rule
7004,12 a bankruptcy court need not address its state's long-arm statute.” Picard v. Fairfield
Greenwich Grp. (In re Fairfield Sentry Ltd.), 627 B.R. 546, 565 n.12 (Bankr. S.D.N.Y. 2021)
(citing In re Lehman Bros. Holdings Inc., 535 B.R. 608, 619 (Bankr. S.D.N.Y. 2015)); see also
Owens-Illinois, Inc. v. Rapid Am. Corp. (In re Celotex Corp.), 124 F.3d 619, 630 (4th Cir. 1997).
Accordingly, in assessing personal jurisdiction for bankruptcy adversary proceedings, courts have

previously inquired into “whether the defendant has minimum contacts with the United States,
rather than with the forum state.” Fairfield Greenwich Grp., 627 B.R. at 565 n.13 (citing Lehman
Bros. Holdings Inc., 535 B.R. at 619).
However, the United States Supreme Court’s recent ruling in Fuld, et al. v. Palestine
Liberation Organization, et al., 606 U.S. __, 145 S. Ct. 2090, 2025 WL 1716140 (June 20, 2025)
altered the personal jurisdictional analysis, at least in certain cases. In Fuld, the Supreme Court

12 “The summons and complaint and all other process except a subpoena may be served anywhere in the United
States.” Fed. R. Bankr. P. 7004(d). A bankruptcy court may exercise personal jurisdiction over a defendant served
under Rule 7004(d) “[i]f the exercise of jurisdiction is consistent with the Constitution and the laws of the United
States.” Fed. R. Bankr. P. 7004(f).
distinguished the requisite analysis under the Due Process Clauses of the Fifth and the Fourteenth
Amendments, and held that, for the purposes of determining specific personal jurisdiction:
the Fourteenth Amendment minimum contacts standard [does not apply to] the
Fifth Amendment… [and] the Due Process Clause of the Fifth Amendment
necessarily permits a more flexible jurisdictional inquiry commensurate with the
Federal Government's broader sovereign authority.
Id. at *9. The Supreme Court determined that because states and the federal government occupy
“different sovereign spheres,” it would not “import the Fourteenth Amendment minimum contacts
standard into the Fifth Amendment” — essentially separating the analysis for “due process” under
the Fourteenth and Fifth Amendments. See id. at *8. The Supreme Court also refrained from
promulgating a new standard that would “delineate the outer bounds of the Federal Government’s
power….” Id. This Court entered an Order Regarding Supplemental Submissions on June 24,
2025, and directed the parties to submit supplemental briefing on the impact of the Supreme
Court’s ruling in Fuld on the pending Motion. See Order Regarding Supplemental Submissions,
ECF No. 1389. The parties filed their supplemental letter briefs on June 27, 2025. See Plaintiffs’
Letter re: Fuld v. Palestine Liberation Organization (the “Plaintiffs’ Letter”), ECF No. 1391;
Defendants’ Joint Letter re: Fuld v. Palestine Liberation Organization (the “Defendant’s Letter”),
ECF No. 1392.
In the Plaintiffs’ Letter, the Liquidators argue that the Supreme Court’s ruling in Fuld
“offered [] an alternate basis for satisfying [specific personal jurisdiction under] the Fifth
Amendment.” Plaintiffs’ Letter at 3. Specifically, the Liquidators argue that because “‘minimum

contacts’ … is not required to satisfy Fifth Amendment due process standards for personal
jurisdiction [post-Fuld,]” the Fifth Amendment’s due process standard “could be satisfied under
a mere ‘reasonable’ showing.” Id. at 2 (emphasis in original, quoting Fuld, 2025 WL1716140, at
12–13). EDRS disagrees with the Liquidators’ interpretation of Fuld, and argues in the
Defendant’s Letter that “Fuld has no impact on the pending [Motion]” because, inter alia,
“[u]nlike Fuld, this case does not involve a specific statutory conferral of jurisdiction….”
Defendant’s Letter at 1, 3.
As evidenced by the parties’ arguments, the effect of the Supreme Court’s ruling in Fuld

in cases that do not involve a specific statutory conferral of personal jurisdiction will be developed
over time. Here, having considered the Supreme Court’s reasoning in Fuld, and the parties’
positions on this issue, the Court will begin its analysis by examining, as it has done in prior
opinions, the Defendant’s minimum contacts, as any defendants that have sufficient minimum
contacts with the forum would also satisfy the more flexible personal jurisdictional standards set
forth in Fuld.
An analysis of minimum contacts “focuses on the relationship among the defendant, the
forum, and the litigation,” a relationship that “must arise out of contacts that the defendant himself
creates with the forum State.” Walden v. Fiore, 571 U.S. 277, 284 (2014) (quotations omitted).
There are three conditions necessary for the Court to exercise specific jurisdiction13 over the non-

resident defendant:
First, the defendant must have purposefully availed itself of the privilege of
conducting activities within the forum State or have purposefully directed its
conduct into the forum State. Second, the plaintiff's claim must arise out of or relate
to the defendant’s forum conduct. Finally, the exercise of jurisdiction must be
reasonable under the circumstances.

13 Courts recognize “two types of personal jurisdiction: general and specific jurisdiction. A state court may
exercise general jurisdiction only when a defendant is ‘essentially at home’ in the State.” Ford Motor Co. v. Montana
Eighth Jud. Dist. Ct., 592 U.S. 351, 352, 141 S. Ct. 1017, 1019, 209 L. Ed. 2d 225 (2021) (quoting Goodyear Dunlop
Tires Operations, S. A v. Brown, 564 U.S 915, 919, 131 S. Ct. 2846, 180 L. Ed. 2d 796 (2011)). The Plaintiffs do not
allege that the Court has general jurisdiction over Defendant. See Reply at 3, ECF No. 1266 (arguing that the Plaintiffs
fail to “establish[] [EDRS’s] sufficient minimum contacts” for specific personal jurisdiction.); Opp’n at 2–3, ECF No.
1129 (arguing that the Court’s specific jurisdiction is founded on Defendant’s contacts with the forum that relate to
the claims at issue).
U.S. Bank Nat’l Ass’n v. Bank of Am. N.A., 916 F.3d 143, 150 (2d Cir. 2019) (internal quotation
marks and citations omitted).
To survive a motion to dismiss for lack of personal jurisdiction pursuant to Federal Rule
of Civil Procedure Rule 12(b)(2), the Plaintiffs “must make a prima facie showing that jurisdiction

exists.” SPV Osus Ltd. v. UBS AG, 882 F.3d 333, 342 (2d Cir. 2018) (quoting Penguin Grp. (USA)
Inc. v. Am. Buddha, 609 F.3d 30, 34–35 (2d Cir. 2010)). A trial court has considerable procedural
leeway when addressing a pretrial dismissal motion under Rule 12(b)(2). Dorchester Fin. Sec.,
Inc. v. Banco BRJ, S.A., 722 F.3d 81, 84 (2d Cir. 2013).
A showing sufficient to defeat a defendant's challenge to personal jurisdiction “varies
depending on the procedural posture of the litigation.” Id. (quoting Ball v. Metallurgie Hoboken-
Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990)). Following discovery, “the plaintiff's prima facie
showing, necessary to defeat a jurisdiction testing motion, must include an averment of facts that,
if credited by the trier, would suffice to establish jurisdiction over the defendant.” Ball, 902 F.2d
at 197. “In response to a post-jurisdictional discovery Rule 12(b)(2) motion, ‘the plaintiff need

persuade the court only that its factual allegations constitute a prima facie showing of
jurisdiction.’” Averbach v. Cairo Amman Bank, No. 19-CV-0004-GHW-KHP, 2023 WL
5016884, at *4 (S.D.N.Y. June 30, 2023) (quoting Dorchester Fin. Sec., 722 F.3d at 85). “Now
that jurisdictional discovery is complete, Plaintiffs’ burden is different, but it is not heavy.”
Averbach , 2023 WL 5016884, at *6 (citing 722 F.3d at 85). “Plaintiffs need only show that their
prima facie showing of jurisdiction is factually supported.” Id. When considering a motion to
dismiss before or after jurisdictional discovery has taken place, “the court must ‘construe the
pleadings and affidavits in the light most favorable to plaintiffs,’ and resolve all doubts, including
factual disputes, in the plaintiff's favor.” Id. at *4 (quoting Ball, 902 F.2d at 197).
B. ANALYSIS OF PURPOSEFUL AVAILMENT
“[M]inimum contacts necessary to support [specific] jurisdiction exist where the defendant
purposefully availed itself of the privilege of doing business in the forum and could foresee being
haled into court there.” Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68, 82 (2d Cir.
2018) (quoting Licci ex rel. Licci v. Lebanese Canadian Bank, SAL, 732 F.3d 161, 170 (2d Cir.

2013) (“Licci IV”)). For specific personal jurisdiction, “‘[c]ourts typically require that the plaintiff
show some sort of causal relationship between a defendant's U.S. contacts and the episode in suit,’
and the plaintiff's claim must in some way ‘arise from the defendant's purposeful contacts with the
forum.’” Charles Schwab Corp., 883 F.3d at 84 (quoting Waldman v. Palestine Liberation Org.,
835 F.3d 317, 341, 343 (2d Cir. 2016)). “Although a defendant’s contacts with the forum state
may be ‘intertwined with [its] transactions or interactions with the plaintiff or other parties . . . [,]
a defendant’s relationship with a . . . third party, standing alone, is an insufficient basis for
jurisdiction.’” U.S. Bank Nat’l Ass’n, 916 F.3d at 150 (quoting Walden, 571 U.S. at 134)
(alteration in original). “It is insufficient to rely on a defendant’s random, fortuitous, or attenuated
contacts or on the unilateral activity of a plaintiff with the forum to establish specific jurisdiction.”

Id.
EDRS asserts that the Liquidators “affirmatively represented to the District Court that all
Redemption Payments to Citco Brokerage Customers (including [EDRS]) occurred outside the
United States . . . .” Mem. L. at 16, ECF No.757. Plaintiffs argued before the District Court that
“every relevant component of the [redemption] transactions at issue here occurred outside the
territorial jurisdiction of the United States.” Id. (emphasis in original); see also Plaintiffs-
Appellants’ Opening Brief for Second-Round Appeal at 24, Fairfield Sentry Ltd. v. Citibank NA
London, No. 19-cv-3911 (S.D.N.Y. July 21, 2021), ECF No. 440 (the “Opening Brief”). The
Plaintiffs’ Opening Brief concerned the extraterritorial application of the § 546(e)14 safe harbor.
See Opening Brief at 24 (arguing that the “Bankruptcy Court erred in holding that Section 546(e)’s
safe harbor could apply extraterritorially to shield from avoidance settled securities transactions
that occurred exclusively outside the United States.”).

As another bankruptcy court in this district has stated, the “tests for personal jurisdiction
and extraterritoriality are not the same.” Spizz v. Goldfarb Seligman & Co. (In re Ampal-Am.
Israel Corp.), 562 B.R. 601, 613 n.14 (Bankr. S.D.N.Y. 2017). In Spizz, the bankruptcy court was
able to simultaneously find that the “[t]ransfer was not domestic, and hence, cannot be avoided”
under § 547, while also clarifying that by “attend[ing] meetings in New York around the time of,
and apparently in conjunction with, the commencement of the chapter 11 case,” a defendant may
be “subject to specific personal jurisdiction.” Id. at 613–14.
By arguing in the District Court that the redemption transfers were foreign for purposes of
extraterritoriality, Plaintiffs did not preclude arguing that there were contacts with the forum for
purposes of personal jurisdiction. To determine whether a transaction is foreign or domestic for

analyzing extraterritoriality issues for federal statutes, courts look at whether the “conduct relevant
to the statute's focus occurred in the United States.” RJR Nabisco, Inc. v. European Cmty., 579
U.S. 325, 326, 136 S. Ct. 2090, 2094, 195 L. Ed. 2d 476 (2016). To determine whether personal
jurisdiction is appropriate, however, courts analyze a defendant’s contacts with the forum “under

14 Section 546(e) of the Bankruptcy Code prohibits a trustee from avoiding a transfer that is a margin payment
or settlement payment “made by or to (or for the benefit of) a commodity broker, forward contract merchant,
stockbroker, financial institution, financial participant, or securities clearing agency, or that is a transfer made by or
to (or for the benefit of) a commodity broker, forward contract merchant, stockbroker, financial institution, financial
participant, or securities clearing agency, in connection with a securities contract. . . .” 11 U.S.C. § 546(e). “By its
terms, the safe harbor is a defense to the avoidance of the initial transfer.” Picard v. BNP Paribas S.A. (In re BLMIS),
594 B.R. 167, 197 (Bankr. S.D.N.Y. 2018) (emphasis in original).
a totality of the circumstances test.” Licci IV, 732 F.3d at 170 (citing Best Van Lines, Inc. v.
Walker, 490 F.3d 239, 242 (2d Cir. 2007)).
The Plaintiffs allege that Citco acted as an agent of the Defendant with respect to its
investments with the Fairfield Funds. See Opp’n at 2–3 , ECF No.1129. Many of the jurisdictional

contacts that the Plaintiffs refer to rely on this agency relationship. Id. at 3–4. The Defendant
argues that the Plaintiffs’ attempt to deem the Citco Subscribers as EDRS’s agent “ignore[s] the
law of the case and the actual contacts that arose from [EDRS’s] limited Custody Agreement with
the Citco Subscribers.” Reply at 9, ECF No. 1266. The Court has already found that “the Funds
were customers of Citco Bank who acted as their agents in connection with the securities contracts
pursuant to which the redemption payments were made ....” Fairfield III, 2020 WL 7345988, at
*7. EDRS contends that the “evidence shows that[EDRS’s] relationship with the Citco
Subscribers was exclusively between foreign entities and governed by foreign law,” and that
EDRS “entered into a custody agreement with the Citco Subscribers for the limited purpose of
facilitating client-directed investments in certain investment funds.” Reply at 9–10. EDRS further

states that the Custody Agreement does not suggest that “[EDRS] availed itself of the protections
of U.S. law.” Id at 10. In addition, EDRS claims that asserting jurisdiction over EDRS solely
because the funds at issue “momentarily transited through a U.S. bank would effectively establish
general jurisdiction in the United States for any global transaction conducted in U.S. Dollars – a
proposition which courts have consistently rejected.” Id. at 11–12. Before examining whether the
allegations support jurisdiction, the Court will first consider whether the Citco Subscriber’s actions
should be imputed to EDRS.
1. Whether the Citco Subscriber Acted as an Agent of EDRS for Purposes of
Personal Jurisdiction
The Court will first address the Defendant’s argument that the Citco Subscriber was not an
agent of EDRS because it was an agent of the Fairfield Funds. The Defendant cited the Court’s
ruling in Fairfield III, 2020 WL 7345988 at *7, that “the Funds were customers of Citco Bank[,]”
and that Citco Banks “acted as their agents in connection with the securities contracts [related to]
the redemption payments …” as support for this argument. See Reply at 9, ECF No. 1266
(“Plaintiffs’ attempt to characterize the Citco Subscribers as [EDRS’s] agent is contrary to this
Court’s prior rulings.”). Although the Plaintiffs did not respond to this argument, the Court will
address this issue here.

EDRS apparently assumes that a party cannot be agents of multiple parties. Under this
argument, EDRS asserts that, because the Court had found that the Citco Subscriber was the Funds’
agent in facilitating the redemption payments, the Citco Subscriber could not simultaneously be
an agent of other parties in the same transactions. The Court disagrees. Indeed, the Court has
already rejected this argument in prior opinions denying other defendants’ motions to dismiss this
adversary proceeding. See Fairfield Sentry Ltd. (In Liquidation), et al. v. Credit Suisse AG, et al.
(In re Fairfield Sentry Ltd.), 665 B.R. 1, 16–17 (Bankr. S.D.N.Y. 2024); see also Fairfield Sentry
Ltd. (In Liquidation), et al. v. SIX SIS Ltd., et al. (In re Fairfield Sentry Ltd.), 2025 WL 946971,
at *10 (Bankr. S.D.N.Y. Mar. 28, 2025). Many courts have long recognized that, where two
principals to the same transaction do not have conflicting interests, a third-party may serve as an

agent for both principals. See, e.g., 99 Commercial Street, Inc. v. Goldberg, 811 F. Supp. 900
(S.D.N.Y. 1993) (holding that an escrow agent can act as agent to both parties); see also Knudson
v. Weeks, 394 F. Supp. 963 (W.D. Okla. 1975) (holding that an agent may act as an agent for both
parties to the same transaction where the interest of two principals are not conflicting).
Accordingly, the Court’s holding in Fairfield III establishing the agency relationship between the
Funds and the Citco Subscriber does not necessarily bar the Plaintiffs’ allegation the Citco
Subscriber served as EDRS’s agent with respect to the redemption payments.
Courts have also recognized that a defendant “can purposefully avail itself of a forum by

directing its agents . . . to take action there.” Daimler AG v. Bauman, 571 U.S. 117, 135 n.13
(2014). In the absence of a formal agency relationship, the Court may impute an agent’s conduct
within or aimed at the forum to the principal based on “the realities of the relationship in question
rather than the formalities of agency law.” CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 366 (2d
Cir. 1986). Even a defendant that “indirectly transacts financial instruments in a forum may have
purposefully availed itself of the forum if the transactions were effected by the defendant’s agent.”
In re Eur. Gov't Bonds Antitrust Litig., 2020 WL 4273811, at *6 (S.D.N.Y. July 23, 2020).
The Court must determine whether the alleged activities of the Citco Subscriber should,
for the purposes of establishing specific personal jurisdiction in this Court, be imputed to EDRS.
“To establish an agency relationship for jurisdictional purposes, plaintiffs must show that the

alleged agent acted in [the forum] for the benefit of, with the knowledge and consent of, and under
some control by, the nonresident principal.” Hau Yin To v. HSBC Holdings, PLC, 700 F. App’x
66, 68 (2d Cir. 2017) (citing Grove Press, Inc. v. Angleton, 649 F.2d 121, 122 (2d Cir. 2018)).
The Plaintiffs argue that the Citco Subscriber’s conduct satisfies all three prongs of this test,
because “(1) the Citco Subscriber’s conduct in investing in the Funds was taken on behalf and for
the benefit of [EDRS]; (2) the Citco Subscriber acted at the direction and under the control of
[EDRS]; and (3) the Citco Subscriber acted pursuant to [EDRS’s] knowledge and consent.” Opp’n
at 19, ECF No. 1129 (citing In re Eur. Gov’t Bonds Antitrust Litig., 2020 WL 4273811, at *6).
The Second Circuit has explained that a principal might not be charged with the acts of an
agent when that agent, “though ostensibly acting in the business of the principal, is really
committing a fraud for his own benefit, he is acting outside the scope of his agency, and it would
therefore be most unjust to charge the principal with knowledge of it.” Wight v. BankAmerica

Corp., 219 F.3d 79, 87 (2d Cir. 2000) (quoting Munroe v. Harriman, 85 F.2d 493, 495 (2d Cir.
1936)). This exception is narrow in that the Court may still charge the principal with “the acts and
knowledge of an agent as long as the agent in some respect served the principal or, stated
differently, unless the agent ‘totally abandoned’ the principal's interests and ‘acted entirely for his
own or another's purpose.’” In re Parmalat Sec. Litig., 684 F. Supp. 2d at 472 (finding that
although the agent committed fraud “during his term of employment . . . he did it solely to benefit
himself” and that the benefit to his employer was “immaterial because [employer] was the victim
of [the agent]’s fraud.”).
a. Whether the Citco Subscriber’s Conduct was Performed on Behalf of
and for the Benefit of EDRS
In order to establish an agency relationship for purposes of personal jurisdiction, “the
plaintiff must show that the alleged agent acts ‘for the benefit of’ . . . the non-resident principal . .
. .” In re Welspun Litig., No. 16 CV 6792 (VB), 2019 WL 2174089, at *7 (S.D.N.Y. May 20,
2019) (quoting GEM Advisors, Inc. v. Corporacion Sidenor, S.A., 667 F. Supp. 2d 308, 318
(S.D.N.Y. 2009)); see also CutCo, 806 F.2d at 366. The Plaintiffs argue that the “on behalf/benefit
of prong is satisfied when an agent’s activities open the principal to financial gain.” Opp’n at 19,

ECF No. 1129 (citing In re Sumitomo Copper Litig., 120 F. Supp. 2d at 336 (finding defendants
benefited from agent’s trading activities that could result in gain if financially successful); GEM
Advisors, Inc., S.A., 667 F. Supp. 2d at 319 (finding benefit where defendant “stood to benefit”
from the alleged agent’s “actions and contracts by receiving some or all of the sale price”)).
EDRS allegedly subscribed for shares in the Fairfield Funds through the Citco Subscriber
to profit by indirectly investing in BLMIS. See Opp’n at 18. Through the activities of its agent,
the Citco Subscriber, EDRS could obtain financial gain. Id. at 18, 20. The Plaintiffs point to a
private placement memorandum of the Fairfield Funds that explains that the Fairfield Funds would

seek to “achieve capital appreciation of its assets by allocating its assets to an account at [BLMIS]
…which employs an options trading strategy described as ‘split strike conversion.’” Id. at 8
(quoting Margolin Decl. Ex. 19 at -994, ECF No. 1130). EDRS was the beneficial owner of the
shares of Sentry and Sigma that the Citco Subscriber subscribed to pursuant to EDRS’s ’s orders.
Id. at 20. The Citco Subscriber’s activity in relation to investing in the Funds opened EDRS, as
principal, to financial gain. The Plaintiffs’ allegations and supporting documents sufficiently
demonstrate that the Citco Subscriber — in implementing the subscription and redemption
decisions — acted on behalf of and for the benefit of EDRS in the forum.
b. Whether EDRS Both Exercised Control Over and Was Aware of and
Consented to the Citco Subscriber’s Activities
To assert an agency relationship, the principal must have exercised “some control” over
the purported agent. Scholastic, Inc. v. Stouffer, 2000 WL 1154252, at *5 (S.D.N.Y. Aug. 14,
2000). For the purposes of personal jurisdiction analysis, this control prong is satisfied when the
principal has “[an] ability . . . to influence [the agent’s] acts or decisions by virtue of the parties’
respective roles.” Id. (citing Cutco, 806 F.2d at 366). Control means the “actual exercise of
control.” Hau Yin To, 700 F. App’x at 68. However, absolute control by the principal is not

necessary. Maersk, Inc. v. Neewra, Inc., 554 F. Supp. 2d 424, 442 (S.D.N.Y. 2008). The
knowledge and consent prong is satisfied when the principal is apprised of the agent’s activities.
See Struna v. Leonardi, 626 F. Supp. 3d 657, 664 (S.D.N.Y. 2022). Because certain of the same
facts in this case bear on “knowledge and consent” and “control,” the two questions may be
considered simultaneously. See Karabu Corp. v. Gitner, 16 F. Supp. 2d 319, 326 n.6 (S.D.N.Y.
1998) (“The same considerations which lead this Court to conclude that the plaintiffs have not
satisfied the ‘control’ prong of Kreutter, indicate that plaintiffs also have not satisfied the
‘knowledge’ and ‘consent’ prongs of the agency test.”); Branham v. ISI Alarms, Inc., No. 12-CV-

1012 (ARR) (MDG), 2013 WL 4710588, at *7 (E.D.N.Y. Aug. 30, 2013).
Knowledge and consent of the principal have been found: (i) where an agent forwarded
information to the principal (Sec. Ins. Co. of Hartford v. ITA Textiles Corp., 2000 WL 1576879,
at *2–4 (S.D.N.Y. Oct. 23, 2000)); (ii) where the complaint asserts that the principal received a
policy procured by its agent with a “New York forum selection clause that [the principal] knew or
should have known was included” (Pilkington N. Am., Inc. v. Mitsui Sumitomo Ins. Co. of Am.,
2021 WL 2000371, at *9 (S.D.N.Y. May 19, 2021)); and (iii) where the principal is alleged to have
done nothing after having received a cease-and-desist letter aside from forwarding the letter to
counsel. Branham, 2013 WL 4710588, at *7.
The Liquidators argue that EDRS exercised significant control over the Citco Subscriber’s

subscription and redemption-related activities and had knowledge of and consented to those
activities, such that EDRS was the principal with respect to those transactions and exercised the
requisite control over the Citco Subscriber as its agent. Opp’n at 20–21, ECF No. 1129. BPER
and Rothschild Lugano entered into the B&C Agreements with the Citco Subscriber in February
1999 and June 2000, respectively. See Margolin Decl. Exs. 23, 24, ECF No. 1130 (B&C
Agreements). Pursuant to the B&C Agreements, EDRS appointed the Citco Subscriber to act as
custodian for its investments. Id.; see Opp’n at 9. Under the agreements, the Citco Subscriber
could execute subscriptions and redemptions only upon receipt of specific instructions from EDRS
. Opp’n at 20–21. The B&C Agreements also apparently required the Citco Subscriber to issue
preliminary and final order confirmations to EDRS and to issue a “pre-advice” statement for each
subscription or redemption. See Margolin Decl. Exs. 23, 24 (B&C Agreements); id. Ex. 36
(Confirmation of Order Received). Based on the foregoing and the lack of allegations that EDRS
objected to these actions or instructed the Citco Subscriber to act differently, the Plaintiffs have

sufficiently alleged EDRS’s consent to the Citco Subscriber’s actions. Having found that it is
appropriate to consider the conduct of the Citco Subscriber along with the allegations of EDRS’s
direct actions, the Court will examine the sufficiency of the alleged contacts.
2. Defendant’s Use of Correspondent Accounts
The Plaintiffs point to EDRS’s choice of correspondent accounts, through its agent, as
sufficient to establish minimum contacts with the United States. See Opp’n at 29 34, ECF No.
1129. “Correspondent accounts are accounts in domestic banks held in the name of foreign
financial institutions” that are used “to effect dollar transactions.” Licci ex rel. Licci v. Lebanese
Canadian Bank, SAL, 673 F.3d 50, 56 n.3 (2d Cir. 2012) (quoting Sigmoil Res., N.V. v. Pan Ocean
Oil Corp. (Nigeria), 234 A.D.2d 103, 104, 650 N.Y.S.2d 726, 727 (1st Dept 1996)). Plaintiffs
allege that EDRS, through the Citco Subscriber, its purported agent, deliberately selected and used

the Citco Subscriber’s U.S. correspondent account at HSBC Bank USA, N.A. (“HBUS”) to
effectuate the redemption payments that form the harms for which Plaintiffs seek redress.15 Opp’n
at 10, 32.

15 The use of correspondent accounts concerns only the transfers that originated from Sentry. Opp’n at 2 n.3,
ECF No. 1105 (“[EDRS] received $3,276,024.75 from Sentry and approximately €612,132.28 from Sigma through
the redemption payments at issue. .”); id. at 34 (“[T]he Citco Subscriber repeatedly utilized U.S. correspondent . .
.when investing in and receiving redemption payments from Sentry.”) (emphasis added). The investments in Sigma
were in Euros, not U.S. dollars, and therefore did not require the use of U.S. correspondent accounts. See Am. Compl.
¶¶ 133–34, ; see also Opp’n at 5–6 (“Sentry transferred its proceeds directly to BLMIS in New York, while Sigma,
established for Euro-denominated investments, transferred proceeds to Sentry.”); id. at 31 n.27 (“While [EDRS’s]
agent did not designate a U.S. correspondent account for [EDRS’s] redemption of Sigma shares, EDRS is still subject
to jurisdiction, as the Liquidators’ theories detailed in Sections I.B, supra, and I.D, infra, do not turn on correspondent
account use.”).
Here, the Plaintiffs have shown that the Defendant was able to use either a foreign-based
or a U.S.-based correspondent bank account for its redemption requests and, through its alleged
agent, chose the latter. See Margolin Decl. Ex. 35, ECF No. 1130 (Sentry Confirmation of Order
Received to redeem 600 shares of Sentry at HBUS in New York); see also id. Ex. 36 (Sentry

Confirmations of Orders Received); see also Joyce Decl. at, ECF No. 1131.; id. at 11
(“[S]ubscription agreements for Fairfield Sentry . . . do not contain any requirement that the
subscriber utilize a U.S. account to send subscription payments or receive redemption payments.”);
id. at 12 (“Neither the fact that Fairfield Sentry was a U.S.-dollar denominated fund, nor the fact
that the subscription agreement instructed subscribers to wire their subscription payments to
Sentry’s U.S. account, nor the fact that Sentry made redemption payments from its own U.S.
account would have prevented a subscriber from making subscription payments from and directing
redemption payments to a U.S. dollar account located outside the U.S.”); id. at 12–13 (“The U.S.
dollar was in wide circulation outside the U.S. during the Relevant Period, and many other payment
options were widely available and easily accessible during the Relevant Period. To the extent that

a foreign subscriber chose a U.S.-based correspondent account to effectuate their payments, it was
generally for reasons of its own convenience or financial benefit.”).
EDRS next argues that any use of correspondent accounts that may have occurred was
incidental and insufficiently related to the harm for which the plaintiffs seek redress. See Reply at
10–12, ECF No. 1266 (“[The Sentry redemption payments] momentarily transited through the
Citco Subscriber’s U.S. correspondent bank account.). The Defendant cites the Second Circuit’s
opinion in Hau Yin To, 700 F.App’x 66, 66–67 (2d Cir. 2017) in support of this argument. In Hau
Yin To, the Second Circuit affirmed an earlier ruling by the District Court, which had held that the
defendants’ passive use of a U.S.-based correspondent account was not a sufficient basis to confer
personal jurisdiction over those defendants. Id. at 69; see also Hau Yin To v. HSBC Holding, PLC,
2017 WL 816136 (Bankr. S.D.N.Y. Mar. 2017). Contrary to EDRS’s argument, the Second
Circuit’s opinion in Hau Yin To does not support the Defendant’s assertion here. As the District
Court noted in its opinion in Hau Yin To, the “wiring of funds through New York” by certain

foreign defendants — fund custodians that facilitated the fund transfers between BLMIS and its
feeder funds — was “passive” and “incidental” because “the passage of money through the U.S.
bank accounts …[was] not specifically directed by [the defendants] to facilitate the [BLMIS] Ponzi
scheme.” See Hau Yin To, 2017 WL 816136 at *7, n. 6.
Here, unlike the plaintiffs in Hau Yin To, the Liquidators do not allege that the Defendant,
through its alleged agents, used U.S.-based correspondent accounts to facilitate the BLMIS Ponzi
scheme. Instead, the Liquidators are seeking the imposition of a constructive trust related to
numerous parties — including the Defendant — because the parties, through their alleged agents,
requested and received redemption payments while knowing that the NAV was inflated. See Am.
Comp. ¶¶ 205–216, ECF No. 679. Therefore, the Defendant’s use of a U.S.-based correspondent

account through its alleged agent for receiving redemption payments is an integral part of the
Liquidators’ claim. Moreover, the Plaintiffs have shown that the Defendant had the option to use
a foreign correspondent account for its redemption requests, but instead used the U.S.-based
correspondent account through its alleged agent. See Margolin Decl. Exs. 3, 33–42, 48, 54–58
(Sentry Redemption Records); see also Joyce Decl. at 5–9, 11–13.
The Plaintiffs allege that Defendant received at least 16 redemption payments from Sentry
that the Citco Subscriber requested to be sent to a correspondent account at HBUS. See Opp’n at
4. The Plaintiffs also support their allegations with certain redemption requests and order
confirmations that correspond to certain redemption payments. See Margolin Decl. Exs. 3, 33–42,
48, 54–58 (Sentry Redemption Records).
The use of U.S. correspondent accounts in the processing of Defendant’s redemption
requests was no passive endeavor. Indeed, Plaintiffs allege that Defendant, through the Cisco

Subscriber as its alleged agent, “deliberately used U.S. correspondent accounts.” Opp’n at 31 .
Defendant did so repeatedly, using U.S.-based correspondent accounts to make fourteen
subscription payments and to receive sixteen redemption payments worth $3,276,024.75 in total
from Sentry. See id. at 34; see also Margolin Decl. Exs. 2–5, 25–42, 44–58 (Sentry Subscription
and Redemption Records). The Defendant actively selected the correspondent account as a means
of moving redemption funds through New York. See Joyce Decl. at 8–9 (listing multiple
“correspondent banks offer[ing] U.S. dollar correspondent accounts located outside of the U.S.”
during the relevant period). Defendant was free to designate an account of its choice, inside the
United States or outside, to effectuate transfers and chose one based in the U.S. to receive
redemption payments. See id. at 9–11 (“Factors Influencing Choice of Correspondent Account”).

EDRS , through its agent, accomplished the conduct at the heart of the Liquidators’ claims
regarding payments from Sentry through its use of the U.S.-based correspondent accounts. The
Second Circuit has found the selection and repeated use of in-forum correspondent accounts to
perpetrate the alleged violations supports a finding of sufficient minimum contacts. Licci IV, 732
F.3d at 171; id. at 168 (quoting Licci v. Lebanese Canadian Bank, 20 N.Y.3d 327, 339, 984 N.E.2d
893, 900 (N.Y. 2012) (“[A] foreign bank’s repeated use of a correspondent account in New York
on behalf of a client . . . show purposeful availment of New York’s dependable and transparent
banking system, the dollar as a stable and fungible currency, and the predictable jurisdictional and
commercial law of New York and the United States.”); see also Spetner, 70 F.4th at 640 (“[A]
defendant foreign bank's ‘repeated use of a correspondent account in New York on behalf of a
client . . . can constitute transacting business for purposes of § 302(a)(1), even if the defendant has
no other contacts with the forum.”).16 A course of dealing can be established through as little as
“14 currency exchange transactions between” two foreign entities made through a New York bank.

Rushaid v. Pictet & Cie, 28 N.Y.3d 316, 325 (2016).
The Liquidators have provided support for the allegation that the Citco Subscriber, acting
as agent of the Defendant, chose to use a correspondent account in New York to receive payments
from Sentry. See Opp’n at 15 (“[T]he Citco Subscriber instructed Sentry to wire the redemption
payments to the Citco Subscriber’s U.S. correspondent account at HBUS.”). While foreign options
existed, the redemption forms show that Defendant selected and used a U.S.-based correspondent
bank receive payments from Sentry. EDRS’s repeated receipt of millions of dollars of redemption
payments for its investments in Sentry through U.S. correspondent accounts demonstrates its
purposeful availment of the banking system of New York and the United States.
3. Defendant’s Business Contacts with the Forum
The Liquidators assert that EDRS “intentionally invested in BLMIS feeder funds Sentry

and Sigma knowing that the Funds were designed to subsequently invest that money in New York-
based BLMIS. EDRS is therefore subject to this Court’s jurisdiction.” Opp’n at 13 , ECF No.
1129. Defendant describes the allegations concerning Defendant’s subscription payments into the
Fairfield Funds for the purpose of investing in BLMIS as the unilateral activity of a third-party,
which Defendant argues is not appropriate to consider under Helicopteros Nacionales de
Colombia, S.A. v. Hall, 466 U.S. 408, 417 (1984). Mem. L. at 17, ECF No.757; see also Reply at

16 Section 302(a)(1), New York’s long-arm statute, “authorizes personal jurisdiction over a foreign defendant
for causes of action that arise out of ‘transact[ing] any business within the state,’ whether in person or through an
agent.” 70 F.4th at 640 (quoting C.P.L.R. § 302(a)(1)).
8, ECF No. 1266 (“[T]he law in [the Second Circuit] is clear that ‘foreign banks . . . acting entirely
abroad and with only sporadic or indirect contacts with the United States’ are not subject to
personal jurisdiction unless the injury was ‘proximately caused by those contacts.’”) (citation
omitted).

In Helicopteros, the Supreme Court found that “mere purchases, even if occurring at
regular intervals, are not enough to warrant a State’s assertion of in personam jurisdiction over a
nonresident corporation in a cause of action not related to those purchase transactions.”
Helicopteros, 466 U.S. at 418. The Supreme Court found that “one trip” to the forum “for the
purpose of negotiating the transportation-services contract . . . cannot be described or regarded as
a contact of a ‘continuous and systematic’ nature . . . .” Id. at 416. The Liquidators, however,
have described more substantial contacts here.
First, the Liquidators point to the documents given to EDRS by the Fairfield Funds’ U.S.-
based manager, the Fairfield Greenwich Group (“FGG”), after EDRS communicated about the
possibility of subscribing in the Fairfield Funds. See Opp’n at 4, 7, 23–25. Documents that EDRS

received “made clear that the main purpose of the Funds’ existence was to invest in BLMIS, a
New York-based broker dealer registered in the U.S.” Id. at 8; see also Margolin Decl. Ex. 20 at
-731 -(January 2003 Sigma Private Placement Memorandum stating that “[t]he Fund seeks to
obtain capital appreciation of its assets principally through the utilization of a nontraditional
options trading strategy described as ‘split strike conversion.’”); Margolin Decl. Ex. 19, at -994
(June 1994 Sentry Information Memorandum describing the “Business Objective of the Company”
as “achiev[ing] capital appreciation of its assets principally through the utilization of . . . [the] ‘split
strike conversion’” strategy, which BLMIS would implement); id. at -999 (“The Manager has
established a discretionary account for Sentry at Bernard L. Madoff Investment Securities, LLC
(‘BLM’), a registered broker-dealer and qualified custodian in New York, which employs an
options trading strategy described as ‘split strike conversion.’”). These documents show that
Defendant was aware at the time that its investments in the Fairfield Funds were effectively
investments in BLMIS in New York. EDRS, through its agent, the Citco Subscriber, executed

subscriptions into Sentry with this knowledge. See Margolin Decl. Ex. 19 (June 1994 Sentry
Information Memorandum); id. Ex. 20 (January 2003 Sigma Private Placement Memorandum);
see also id. Ex. 28 at -036 (Composite Citco Long Form Subscriptions).
In August 2018, this Court held that it does not have personal jurisdiction over certain
defendants due to subscription agreements that provided for consent to jurisdiction in New York
for claims “with respect to [the Subscription] Agreement and the Fund.” Fairfield I, 2018 WL
3756343, at *11. The Liquidators here rely on the subscription agreements and private placement
memoranda not to show consent, but to show that when Defendant invested in Sentry it did so
knowing that it would avail itself of the benefits and protections of New York. Opp’n at 20, 23.
The subscription agreements, signed by EDRS’s agent, in this way, support the Plaintiffs’ showing

of contacts with the forum.
The Plaintiffs have supplied further support for the allegations of contacts. Exhibits
indicate that EDRS conducted extensive due diligence prior to and during the subscription period,
which information informed it of the relationship between the Fairfield Funds and BLMIS at the
time it instructed the Citco Subscriber to invest in the Funds during the relevant period. See Opp’n
at 29; see also Margolin Decl. Exs. 14–18 (email exchanges and FGG internal memorandum
regarding multiple meetings between EDRS and FGG US employees — including a meeting in
New York City on March 25, 2003 — about EDRS’s potential investments in the Funds).
Therefore, the Court finds that the allegations and documentation provided by the Plaintiffs
through jurisdictional discovery, taken together, sufficiently demonstrate facts supporting
continuous and systemic contacts with the forum.
4. Whether the Defendant’s Contacts are Otherwise Appropriate to Support
the Court’s Exercise of Personal Jurisdiction
The Court will address EDRS’s remaining arguments that the alleged contacts are not
jurisdictionally relevant under Supreme Court precedent. Mem. L. at 17–20, ECF No. 757.
Defendant argues that the Plaintiff’s allegation that Citco Brokerage Customers knew funds would
be commingled and partially invested in BLMIS accounts in New York is irrelevant to jurisdiction
over EDRS. Id. at 17. Defendant further argues that because the Supreme Court held in

Helicopteros that “the unilateral activity of another party or a third person is not an appropriate
consideration when determining whether a defendant has sufficient contacts with a forum State[,]”
this Court should reject the Plaintiffs’ attempt to “satisfy the defendant-focused ‘minimum
contacts’ inquiry by demonstrating contacts between the plaintiff (or third-parties) and the forum
State[]” under Walden v. Fiore, 571 U.S. 277, 284 (2014). Id. at 17–18.
In Walden, the Supreme Court found that a defendant “formed no jurisdictionally relevant
contacts” with the forum state of Nevada as “[p]etitioner never traveled to, conducted activities
within, contacted anyone in, or sent anything or anyone to Nevada.” Walden, 571 U.S. at 289.
The Supreme Court further stated that it is impermissible to allow the “plaintiff’s contacts with the
defendant and forum to drive the jurisdictional analysis.” Id. As the Supreme Court explained,

the “plaintiff cannot be the only link between the defendant and the forum,” and “the defendant’s
conduct . . . must form the necessary connection with the forum State.” Id. at 285. Nevertheless,
personal jurisdiction may be found even where a “defendant's contacts with the forum State may
be intertwined with his transactions or interactions with the plaintiff or other parties.” Id. at 286.
The Plaintiffs’ allegations and supporting evidence of intentional investments into BLMIS
in New York, selection and use of U.S.-based correspondent accounts, demonstrate that EDRS
took affirmative actions on its own apart from the conduct of the Plaintiffs. See Opp’n at 23–30.
The Liquidators have shown that the Defendant knew and intended that, by investing in the Funds,

Defendant’s money would enter into U.S.-based BLMIS. Id. at 23–25; see also Margolin Decl.
Ex. 20, ECF No. 1130 (January 2003 Sigma Private Placement Memorandum). This certainty can
be found in the Fairfield Funds’ contractual obligation to invest at least 95% of the money they
received in U.S.-based BLMIS. See Margolin Decl. Ex. 20, at -732 (“The Manager may in its sole
and exclusive discretion allocate a portion of FSL’s assets (never to exceed, in the aggregate, 5%
of [Sentry]’s assets at the time of investment) to alternative investment opportunities other than
[Sentry] (the ‘Non-SSC Investments’).”). Moreover, the Plaintiffs have alleged that the
Defendant, through its agent, conducted due diligence investigations and benefited from the
materials that it received from FGG which confirmed the investments would be made with BLMIS
in New York. Opp’n at 7.

The Court thus finds that Defendant’s selection and use, through its agent, of U.S.
correspondent accounts, due diligence, and communications with FGG concerning investments
with BLMIS in New York support the Court’s exercise of jurisdiction over the claims for receiving
redemption payments from the Fairfield Funds with the knowledge that the NAV was wrong. The
contacts are not random, isolated, or fortuitous. The contacts demonstrate EDRS’s purposeful
activities aimed at New York in order to effectuate transfers from Sentry and Sigma. The Plaintiffs
have thus provided evidence sufficient to support a prima facie showing that the Defendant had
minimum contacts with the forum. Accordingly, the Court finds that the Defendant’s conduct
would also satisfy the “more flexible jurisdictional inquiry” under the Fifth Amendment. See Fuld,
2025 WL 1716140, at *8.
C. WHETHER THE CLAIM ARISES OUT OF OR RELATES TO THE
DEFENDANT’S FORUM CONDUCT
The suit must “arise out of or relate to the defendant’s contacts with the forum.” Ford
Motor Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 362, 141 S. Ct. 1017, 1026, 209 L. Ed.
2d 225 (2021) (emphasis in original). “[P]roof that a plaintiff’s claim came about because of the
defendant’s in-state conduct” is not required. Id. at 1027. Instead, a court need only find “an
affiliation between the forum and the underlying controversy.” Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011); Picard v. BNP Paribas S.A. (In re BLMIS),

594 B.R. 167, 190 (Bankr. S.D.N.Y. 2018) (“Where the defendant’s contacts with the jurisdiction
that relate to the cause of action are more substantial, however, it is not unreasonable to say that
the defendant is subject to personal jurisdiction even though the acts within the state are not the
proximate cause of the plaintiff's injury.”) (internal quotations omitted).
Defendant argues that the Plaintiffs’ claims are “not predicated on whether the redemptions
they seek to recover were ever placed with or controlled by BLMIS” and are not “ focus[ed] on
the decision to invest with the Funds.” Mem. L. at 17, ECF No. 757 (emphasis in original).
However, the Liquidators seek imposition of a constructive trust on funds received with knowledge
that the NAV was inflated. See Am. Compl. ¶¶ 205–16, No. 679. The issue of knowledge of the
inflated NAV is inextricably tied to the Defendant’s investments with New York-based BLMIS.

The allegations are directly related to Defendant’s investment activities with BLMIS through the
Fairfield Funds. Id. ¶ 207. The Defendant’s contacts with the United States, in investing in, in
communications with, and redemptions from the Fairfield Funds, form a “sufficiently close link”
between the defendant, the forum and the litigation concerning Defendant’s activities in the forum.
See MSP Recovery Claims, Series LLC v. Takeda Pharm. Am., Inc., 2021 WL 4461773, at *3
(S.D.N.Y. Sept. 29, 2021) (quoting Ford Motor Co., 141 S. Ct. at 1032).
D. WHETHER ASSERTION OF PERSONAL JURISDICTION IS
REASONABLE
If a defendant has sufficient minimum contacts, then the Court must ask “whether the
assertion of personal jurisdiction comports with ‘traditional notions of fair play and substantial
justice’—that is, whether it is reasonable under the circumstances of the particular case.” Bank
Brussels Lambert v. Fiddler Gonzalez & Rodriguez, 305 F.3d 120, 129 (2d Cir. 2002) (quoting
Metro. Life Ins. Co. v. Robertson-Ceco Corp., 84 F.3d 560, 568 (2d Cir. 1996)); see also Burger
King Corp. v. Rudzewicz, 471 U.S. 462, 476 (1985). Where the plaintiff “makes the threshold

showing of the minimum contacts required for [exercising personal jurisdiction], a defendant must
present a compelling case that the presence of some other considerations would render jurisdiction
unreasonable.” MSP Recovery Claims, Series LLC, 2021 WL 4461773, at *3 (quoting Bank
Brussels Lambert, 305 F.3d at 129). Factors the Court will consider include the burden on the
defendant, the interests of the forum in adjudicating the case, the plaintiff’s interest in obtaining
convenient and effective relief, the interstate judicial system’s interest in obtaining the most
efficient resolution of controversies, and the shared interest of the states in furthering fundamental
substantive social policies. Id. Indeed, the Supreme Court also evaluated several of these
reasonableness factors in Fuld, after it noted that “the Fifth Amendment might entail [an] inquiry
into the reasonableness of the assertion of jurisdiction in the particular case.” See Fuld, 2025 WL

1716140, at *11–12.
The Defendant argues that “[t]he interests of the U.S. in this foreign law dispute between
foreign parties are minimal.” Reply at 14, ECF No. 1266. . Further, they argue that this action is
“merely an ‘ancillary’ Chapter 15 proceeding” in which the Court is acting “to aid foreign
jurisdictions in administering bankruptcies . . . .” Id. . (citing In re Fairfield Sentry Ltd., 458 B.R.
665, 682, 686 (S.D.N.Y. 2011) (Preska, C.J.)).
Defendant’s reliance on In re Fairfield Sentry Ltd., 458 B.R. 665, is misplaced. In that
case, the District Court determined whether the proceeding was core or non-core; it did not

determine whether adjudication or jurisdiction in the United States was reasonable. See id. at 675.
Further, the Court has already found that it has subject matter jurisdiction over these proceedings.
See Fairfield I, 2018 WL 3756343, at *8. Chapter 15 allows for recognition of Sentry’s foreign
main proceeding. 11 U.S.C. § 1501(a) (“The purpose of this chapter is to incorporate the Model
Law on Cross-Border Insolvency so as to provide effective mechanisms for dealing with cases of
cross-border insolvency . . . .”); id. § 1504 (“A case under this chapter is commenced by the filing
of a petition for recognition of a foreign proceeding under section 1515.”). Defendant correctly
states that cases brought under Chapter 15 are ancillary to foreign proceedings. See Fairfield I,
2018 WL 3756343, at *2. However, the ancillary character of such cases does not necessarily
mean that the United States has minimal interest in the dispute. Indeed, courts have recognized

that the United States has a strong interest in ensuring the integrity of its financial systems, and
this Court has repeatedly emphasized such interest in other adversary actions related to the BLMIS
Ponzi scheme. See Licci IV, 732 F.3d at 174 (“[T]he United States[] and New York [have an]
interest in monitoring banks and banking activity to ensure that its system is not used as an
instrument in support of terrorism, money laundering, or other nefarious ends.”); see also Fairfield
Sentry Ltd. (In Liquidation), et al. v. HSBC Securities Services (Luxembourg) S.A., et al. (In re
Fairfield Sentry Ltd.), 658 B.R. 257, 277 (Bankr. S.D.N.Y. 2024); Fairfield Sentry Ltd. (In
Liquidation), et al. v. UBS Europe SE, Luxembourg Branch, et al. (In re Fairfield Sentry Ltd.), 657
B.R. 1, 23 (Bankr. S.D.N.Y. 2024).
Defendant further argues that the “Plaintiffs have conceded that the redemptions at issue
were ‘purely foreign’ and that ‘every relevant component of the transactions at issue here occurred
outside the [U.S.].’” Reply at 14. EDRS then suggests that “Plaintiffs’ sole interest in having this
dispute here is to evade the adverse court rulings against them in the BVI.” Id. at 14–15.

The Court disagrees. Here, the Defendant presumes but fails to establish that the Plaintiffs
have no legitimate interest in obtaining relief in the United States — especially considering that
this dispute stems from a Chapter 15 proceeding that has intimate connections to the New York-
based BLMIS Ponzi scheme. Defendant has not demonstrated how this forum would fail to
provide effective relief. See MSP Recovery Claims, Series LLC, 2021 WL 4461773, at *3. EDRS
does not explain what interest is impaired by precluding adjudication in another forum or why that
interest outweighs other factors in favor of exercising jurisdiction. See In re Bernard L. Madoff
Inv. Sec. LLC, No. 22 CIV. 6561 (LGS), 2023 WL 395225, at *6 (S.D.N.Y. Jan. 25, 2023).
Finally, EDRS also believes that the burden of litigating this dispute in New York is
significant for the Defendant, as the “witnesses and evidence related to [EDRS] are exclusively

overseas[.]” Reply at 15. Moreover, they argue that the burden of further discovery is “magnified
by [EDRS’s] need to comply with Swiss and other bank secrecy and data protection laws.” Id.
In 2012, this Court granted in part and denied in part a motion seeking relief as to the order
staying the action and seeking expedited initial disclosures on certain beneficial holders. See
Bench Ruling, Adv. Pro. No. 10-03496, ECF No. 799 (the “July 2012 Bench Ruling”). The Court
stated in that ruling that it was “hard-pressed to find any compelling United States’ interest in
mandating discovery here at this juncture of the pending litigation.” Id. (emphasis added).
Although the defendants before this Court in 2012 were able to describe “the strong and undeniable
interest of many nations in enforcing their banking secrecy laws” and “significant bank customer
confidentiality laws of no fewer than 30 countries, attested to by numerous declarations of foreign
law experts and letters submitted by foreign governments” that could have been implicated or
broken by complying with the Court’s prior order, EDRS now describes a potential exposure to
liability under Swiss laws. Id.; Reply at 15. This Court lifted the stay and required the Defendant

to proceed to discovery in 2021. See Order Lifting Stay, ECF No. 675. The July 2012 Bench
Ruling shows that this Court can alleviate specific burdens identified by a defendant. However,
the mere potential for exposure to unspecified liability is not a burden that renders exercise of
jurisdiction unreasonable.
The Defendant has demonstrated that this Court’s exercise of jurisdiction over it may
impose a minimal burden in terms of requiring it to “traverse the distance” to the forum. However,
“[e]ven if forcing the defendant to litigate in a forum relatively distant from its home base were
found to be a burden, the argument would provide defendant only weak support, if any, because
the conveniences of modern communication and transportation ease what would have been a
serious burden only a few decades ago.” Chloé v. Queen Bee of Beverly Hills, LLC, 616 F.3d 158,

173 (2d Cir. 2010); see also In re Platinum & Palladium Antitrust Litig., 61 F.4th 242, 273 (2d
Cir. 2023). The Defendant has not established that the Court’s exercise of personal jurisdiction
over it would be unreasonable. Further, EDRS is represented by U.S. Counsel and the United
States has a strong interest in ensuring the integrity of its financial systems. The Court thus finds
that exercising jurisdiction over the Defendant is reasonable and comports with “traditional notions
of fair play and substantial justice . . . .” See Int'l Shoe, 326 U.S. at 316, 66 S. Ct. 154.
V. CONCLUSION
For the foregoing reasons, the Court DENIES the Defendant’s Motion to Dismiss the
Amended Complaint. The Liquidators shall submit a proposed order consistent with the findings
in this decision in accordance with Local Bankruptcy Rule 9074-1.
IT IS SO ORDERED.

Dated: July 15, 2025
New York, New York
/s/ John P. Mastando III ______________________
THE HONORABLE JOHN P. MASTANDO III
UNITED STATES BANKRUPTCY JUDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11100328. Public record. Not legal advice.