# Opinion

> District Court, N.D. Ohio · October 27, 2025

URL: https://www.frixlaw.com/law-library/cases/11178557

## Case

- **Full name:** Fenton Whelan Limited, et al. v. Cleveland Clinic Foundation, et al.
- **Court:** District Court, N.D. Ohio
- **Decided:** October 27, 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/11178557

## How later opinions describe it (automated extraction)

- finding Canada an available forum when the Defendant stipulated that it would accept Canadian jurisdiction and service of process
- affirming dismissal when the defendant “agreed, as one of the conditions imposed by the trial judge, to allow discovery of any evidence which would be discoverable under the Federal Rules of Civil Procedure, and to make witnesses under its control available to the Canadian court”

## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OHIO

Fenton Whelan Limited, et al., Case No. 1:25-cv-00275-PAB

Plaintiffs,

-vs-
JUDGE PAMELA A. BARKER

Cleveland Clinic Foundation, et al.

Defendants. MEMORANDUM OPINION & ORDER

Currently pending before the Court is Defendants The Cleveland Clinic Foundation (“CCF”),
William Peacock, Dennis Laraway, and Jorge “Pat” Rios’ (collectively, “Defendants”) Motion to
Dismiss Plaintiff’s Amended Complaint on Forum Non Conveniens Grounds (the “Motion to
Dismiss”). (Doc. No. 19.) Plaintiffs Fenton Whelan Limited (“Fenton”) and 21 GP Limited (“21
GP”) filed a Brief in Opposition to Defendants’ Motion to Dismiss on May 7, 2025, to which
Defendants replied on May 21, 2025. (Doc. Nos. 19, 25.) Also pending is Plaintiffs’ Motion for
Leave to File a Sur-Reply (the “Motion for Leave”). (Doc. No. 26.) Defendants filed a Response to
the Motion for Leave on May 30, 2025. (Doc. No. 28.)
For the reasons set forth herein, Plaintiffs’ Motion for Leave (Doc. No. 26) and Defendants’
Motion to Dismiss (Doc. No. 19) are GRANTED as set forth herein. The proposed Sur-Reply
attached to the Motion for Leave is deemed filed as of May 29, 2025. Plaintiffs’ Amended Complaint
is dismissed without prejudice. Dismissal is conditioned upon the following terms: (1) Defendants
shall consent to, and shall not challenge, service and jurisdiction in England; (2) in the English
proceeding, Defendants shall produce to Plaintiffs any evidence in their possession, custody, or
control that is located in the United States and is discoverable under English law; and (3) in the
English proceeding, Defendants shall, at their cost, make their employees that are relevant to this
dispute, as determined by English law, available to testify at trial or at any other applicable
proceeding. Plaintiffs shall have the right to refile this action if Defendants fail to abide by the
preceding conditions or if the English court determines that it lacks jurisdiction over Defendants
regarding this dispute.
I. Relevant Factual Allegations in the Amended Complaint
A. The parties enter into negotiations for the acquisition of certain property in
London, England
Plaintiffs are English entities. (Doc. No. 11 at ¶ 14–15.) Fenton is a “property development
and design business” based in London. (Id. at ¶¶ 14, 28.) 21 GP is Fenton’s subsidiary and was
formed to develop the property at issue in this lawsuit (the “Property”). (Id. at ¶ 15.) Defendant CCF
is based in Cleveland, and Defendants Laraway (CCF’s CFO), Peacock (CCF’s CEO), and Rios
(CCF’s Global Head of Real Estate and Construction) reside in Cleveland. (Id.at ¶¶ 17–20.) The

Property is located at 21-24 Grosvenor Place in London, England and “is next door to the Cleveland
Clinic London Hospital.” (Id. at ¶ 2.) The Property was initially owned by non-party MeAg Munich
ERGO (“MeAg”). (Id. at ¶ 3.)
In the spring of 2023, Fenton entered into negotiations with Defendant CCF and non-party
Cleveland Clinic London Ltd. (“CCL”) for Fenton to jointly develop a cancer center at the Property
(hereinafter “the Project”). (Id. at ¶¶ 2, 32.) “The general framework of the transaction was for
Fenton to purchase and develop the Property, which CCL would lease and occupy.” (Id. at ¶ 2.) CCL
is a subsidiary of CCF. (Id. at ¶ 2.) On September 15, 2023, 21 GP and CCL “signed Heads of
Terms, which contained detailed terms relating to the purchase and development of the Property.”
(Id. at ¶ 40.) During the negotiations, Defendant Laraway, Chief Financial Officer of CCF, and non-

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party Dr. Tomislav Mihaljevic, CCF’s global CEO, visited London and toured the Property. (Id. at
¶¶ 19, 38, 41.)
In December 2023, “despite months of negotiations, CCL and CCF unexpectedly withdrew
from discussions regarding the purchase and development of the Property.” (Id. at ¶ 44.) Plaintiffs
allege that CCF and CCL “approached MeAg directly about buying and developing the Property
without Fenton.” (Id. at ¶ 45.) Plaintiffs further allege that “[b]y cutting Fenton out of the project,

and working with MeAg directly, [CCF and CCL] attempted to leverage and reap the benefits of the
substantial investment and contributions that Fenton had already made to the Project, leaving Fenton
with nothing.” (Id. at ¶ 46) CCF and CCL, however, were “unable to complete a deal for the purchase
of the Property with MeAg.” (Id.)
B. 21 GP enters into an agreement to purchase the Property
“[R]ecognizing the Property’s extraordinary value proposition,” Fenton entered into
discussions with MeAg regarding the purchase of the Property. (Id. at ¶¶ 30, 47.) 21 GP entered into
a purchase agreement with MeAg (the “MeAg Agreement”) in December 2023. (Id. at ¶ 48.) Under
the MeAg Agreement, 21 GP agreed to purchase the Property for the price of £61,610,600
(approximately $78 million) by May 15, 2024 and paid a non-refundable deposit of £6,161,060
(approximately $7.8 million) to secure the Property. (Id.) Under the terms of the MeAg Agreement,

if 21 GP failed to fund the Property purchase by May 15, 2024, 21 GP would be in breach of the
Agreement and lose its $7.8 million deposit “and all other money and resources expended on the
Project, as well as its anticipated profits.” (Id. at ¶ 49.)
C. The parties’ negotiations resume
“After learning that 21 GP had entered into the MeAg Agreement,” CCF and CCL “asked to
re-start discussions with Fenton regarding the purchase and development of the Property.” (Id. at ¶
3
51.) An in-person meeting was held on around January 19, 2024 in CCL’s London offices, during
which CCF and CCL representatives “informed Fenton of [CCF’s] extraordinary ethical standards”
and expressed that “frank and honest communication between Fenton and [CCF and CCL] with
respect to the Project was essential.” (Id. at ¶ 52.) In attendance were representatives of CCF and
CCL. (Id.) At the meeting “representatives from [CCF] insisted that representatives from Fenton
travel to Ohio to meet with [CCF’s] U.S. executive leadership team.” (Id. at ¶ 53.) CCF and CCL

“made it clear that it would engage in discussions if Fenton agreed to meet with [CCF’s] executive
leadership in Cleveland, Ohio.” (Id.)
On February 21, 2024, Fenton representatives Sanjay Sharma and James Van Den Heule met
with Defendants Laraway, Peacock, and Rios at CCF’s home offices in Cleveland. (Id. at ¶ 55.)
After this visit, the parties participated in numerous calls and design team meetings, conducted site
visits, and continued to negotiate terms prior to the May 15, 2024 deadline in the MeAg Agreement.
(Id. at ¶¶ 56–86.) During this time period, Plaintiffs repeatedly and explicitly stated to Defendants
that Plaintiffs needed CCF to commit to the Project by mid-March 2024, in light of the May 15, 2024
funding deadline. (Id. at ¶¶ 56, 57, 60, 64.) As of March 11, 2024, CCF and CCL “had not fully
committed to the Project.” (Id. at ¶ 60.) On March 18, 2024, CCL’s CFO (Michael Herb) met with

Fenton at Fenton’s offices. (Id. at ¶ 62.) At that meeting, Mr. Herb indicated that CCL and CCF
were “looking at other properties in London,” but “that he considered the other properties to be
backup only” and “was committed to move forward with developing [the] cancer center at the
Property.” (Id. at ¶ 63.)

4
D. The parties’ negotiations cease
On April 25, 2024 (the day after an extensive design team call and the day before a scheduled
final drafting session), “Defendants Peacock and Rios scheduled a video conference with Mr. Sharma,
on just a few hours’ notice.” (Id. at ¶ 87.) “During that call, which lasted approximately five minutes,
Defendants Peacock and Rios informed Mr. Sharma that CCF’s executive leadership had decided to
not proceed with the transaction.” (Id. at ¶ 88.) “Defendants Peacock and Rios did not provide any
reason for the Foundation’s sudden decision to terminate the project, and refused to discuss

alternative plans.” (Id. at ¶ 90.) Plaintiffs allege that CCF and CCL had given no prior warning of
the decision to terminate the Project and, to the contrary, “until that moment . . . had demonstrated
unequivocally that [they] would be ready to close the Transaction by the May 15 deadline.” (Id. at ¶
89.)
“In the weeks and months after CCF blocked the transaction, Fenton learned that CCL had
instead decided to lease new space in a different property, located at 40 Grosvenor Place, to develop
the cancer center.” (Id. at ¶ 98.) Plaintiffs allege that CCF and CCL were “tying up the Property as
a ‘spare,’ in case another property, such as 40 Grosvenor Place, did not work out.” (Id. at ¶ 101.)
“Ultimately, 21 GP was unable to fund the purchase of the Property by May 15, 2024,” and it
lost its £6,161,060 (approximately $7.8 million) deposit under the MeAg Agreement. (Id. at ¶ 97.)

Plaintiffs further allege that “Fenton also suffered over £1,400,000 (about $1.8 million) in losses from
third-party expenses for professional services which were incurred to develop the Property to CCL’s
specifications.” (Id.) Plaintiffs also allege that “Fenton has suffered at least £20,000,000 (over $25
million) in reasonably certain and foreseeable lost profits.” (Id.) Lastly, Plaintiffs allege that CCF
and CCL have instructed and pressured CBRE, a company with which Fenton has “a long-term

5
business relationship,” not to do business with Fenton. (Id. at ¶ 107–109.) Plaintiffs further allege
that MeAg will no longer do business with Fenton. (Id. at ¶ 111.)
II. Procedural History
In October 2024, Plaintiffs threatened to sue Defendants in Ohio. (Doc. No. 19-2 at ¶ 14.) In
response, on January 24, 2025, Defendants filed an anti-suit injunction action in the High Court of
England. (Id.; Doc. No. 19-3.) In this action, Defendants sought an injunction, among other things,
(1) that would enjoin Plaintiffs from filing any lawsuit regarding the transaction at issue in a Court

outside of England and Wales, and (2) that would require Plaintiffs to dismiss this action. (Doc. No.
19-3 at ¶ 21.) On February 21, 2025, Plaintiffs filed their “Defence” (e.g. their answer) and did not
assert any counterclaims against Defendants. (Doc. No. 23, Ex. 1 at ¶ 38.8.)1
On February 12, 2025, prior to filing their Defence in the anti-suit injunction action, Plaintiffs
initiated this action against CCF, Peacock, Laraway, and Rios. (Doc. No. 1.) On February 20, 2025,
Plaintiffs filed their Amended Complaint naming the same Defendants. (Doc. No. 11.) Therein,
Plaintiffs bring the following six claims for relief: (1) Breach of Contract – Obligation to Negotiate
in Good Faith; (2) Promissory Estoppel; (3) Tortious Interference with Business Relationship with
CCL; (4) Intentional Interference with Contract; (5) Tortious Interference with Other Business
Relationships; and (6) Unjust Enrichment. (Id.)

On April 7, 2025, Defendants filed their Motion to Dismiss Plaintiffs’ Amended Complaint
on Forum Non Conveniens Grounds. (Doc. No. 19.) Plaintiffs filed their Brief in Opposition to
Defendants’ Motion to Dismiss on May 7, 2025, to which Defendants replied on May 21, 2025. (Doc.
Nos. 21, 26.) On May 29, 2025, Plaintiffs filed their Motion for Leave to File a Sur-Reply. (Doc.

1 From the record before it, the Court cannot discern the current status of the anti-suit injunction case. Also, the parties
have not advised the Court whether the English court issued the requested injunction.
6
No. 26.) On May 30, 2025, Defendants filed their Response to Plaintiff’s Motion for Leave to File a
Sur-Reply. (Doc. No. 28.) Plaintiffs did not file a Reply.
Accordingly, Defendants’ Motion to Dismiss and Plaintiff’s Motion for Leave are ripe for
review.
III. Standard of Review
“Forum non conveniens is a common law doctrine that allows a district court not to exercise
its jurisdiction.” Jones v. IPX Int’l Equatorial Guinea, S.A., 920 F.3d 1085, 1090 (6th Cir. 2019)

(citing Hefferan v. Ethicon Endo-Surgery Inc., 828 F.3d 488, 492 (6th Cir. 2016)). The doctrine
“generally applies when the alternative forum is in the foreign country, rather than in a different
district within the federal system.” Id. (citing Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp.,
549 U.S. 422, 430 (2007)).
When assessing whether to dismiss a case under this doctrine, “‘the central focus’ is
‘convenience.’” Prevent USA Corp. v. Volkswagen AG, 17 F.4th 653, 658 (6th Cir. 2021) (quoting
Piper Aircraft Co. v. Reyno, 454 U.S. 235, 237 (1981)). With this guidepost in mind, a district court
must evaluate three considerations: “(1) whether an adequate alternative forum is available; (2)
whether a balance of private and public interests suggests that trial in the chosen forum would be
unnecessarily burdensome for the defendant or the court; and (3) the amount of deference to give the

plaintiff’s choice of forum.” Jones, 920 F.3d at 1090.
“Forum non conveniens decisions are ‘committed to the sound discretion of the trial court.’”
Id. (quoting Piper, 454 U.S. at 237).

7
IV. Analysis
A. Plaintiffs’ Motion for Leave to File a Sur-Reply
Before turning to Defendants’ Motion to Dismiss, the Court first addresses Plaintiff’s Motion
for Leave to File a Sur-Reply.
“Although the Federal Rules of Civil Procedure do not expressly permit the filing of sur-
replies, such filings may be allowed in the appropriate circumstances, especially ‘[w]hen new
submissions and/or arguments are included in a reply brief, and a nonmovant’s ability to respond to
the new evidence has been vitiated.’” Key v. Shelby Cty., 551 F. App’x 262, 265 (6th Cir. 2014)

(quoting Seay v. Tenn. Valley Auth., 339 F.3d 454, 481 (6th Cir. 2003)); accord Eldridge v. Cardif
Life Ins. Co., 266 F.R.D. 173, 175 (N.D. Ohio 2010) (“This Court grants leave to file a sur-reply to
afford a party an opportunity to address new issues raised for the first time in the reply”). When a
reply, however, does not include new arguments or evidence, a sur-reply is “an impermissible attempt
to have the last word.” Attractive Surgical, LLC v. Cleveland Clinic Found., 2019 WL 11075734 at
*4 (N.D. Ohio Oct. 31, 2019). The decision of whether to allow a sur-reply is “left to the broad
discretion of the trial court.” Carter v. Paschall Truck Lines, Inc., 364 F.Supp.3d 732, 748 (W.D. Ky.
2019).
In their Motion for Leave, Plaintiffs argue that their “[p]roposed Sur-Reply, addresses new

evidence and arguments raised by Defendants for the first time in their Reply in Support of
Defendants’ Motion to Dismiss.” (Doc. No. 26, PageID #702.) In their Response, Defendants assert
that they will “rest on their previously filed papers” and “in the interest of efficiency, Defendants do
not object to Plaintiffs’ motion for leave to file a sur-reply.” (Doc. No. 28, PageID #725.) In the
interest of efficiency, and given Defendants’ non-objection, the Court grants Plaintiffs’ Motion for

8
Leave to File a Sur-Reply. The proposed Sur-Reply (Doc. No. 26-1) attached to the Motion for Leave
is deemed filed as of May 29, 2025.
B. Defendants’ Motion to Dismiss
The Court will next turn to Defendants’ Motion to Dismiss. Pursuant to Sixth Circuit law,
the Court will assess “(1) whether an adequate alternative forum is available; (2) whether a balance
of private and public interests suggests that trial in the chosen forum would be unnecessarily
burdensome for the defendant or the court; and (3) the amount of deference to give the plaintiff’s

choice of forum.” Jones, 920 F.3d at 1090.
1. Whether an adequate alternative forum is available
“When a court declines to exercise jurisdiction under forum non conveniens, it is saying that
the case should be tried elsewhere.” Jones, 920 F.3d at 1090. Such a finding “presupposes that an
alternative forum exists, which requires another forum to be both available and adequate.” Id. (citing
Piper Aircraft, 454 U.S. at 254, n.22). “Countries that have jurisdiction over the defendant typically
qualify.” Prevent USA, 17 F.4th at 659 (citing Piper Aircraft, 454 U.S. at 254, n.22). Thus, the Court
will assess whether England is an “available” forum and, if so, whether England is an “adequate”
forum.
i. England is an available forum
In their Motion to Dismiss, Defendants argue that the United Kingdom is an available and

adequate alternative forum. (Doc. No. 19, PageID #172–73.) They assert that “Defendants have
consented to service and jurisdiction in England by virtue of their anti-suit injunction action, and will
maintain their consent as a condition to dismissal.” (Id. at PageID #172.) To support their argument,
they attach the Declaration of Timothy Morshead, KC who opines that England “would have
jurisdiction to determine the disputes intimated in Plaintiffs’ Amended Complaint” (Doc. No. 19-4 at
9
¶ 27), and the Declaration of Defendant Peacock who avers that Defendants “have already consented
to the jurisdiction of the High Court of England.” (Doc. No. 19-2 at ¶ 15.)
In their Opposition, Plaintiffs argue that Defendants have not consented to jurisdiction in
England through the anti-suit injunction action. Specifically, Plaintiffs assert that “[t]his is not
effective consent” because “submission to jurisdiction in England cannot be prospective” and
“Defendants cannot have consented to an action which has not yet been brought against them.” (Doc.

No. 21, PageID #298.) They also argue that it is unclear whether Defendant “Peacock will voluntarily
consent to jurisdiction and fully participate in any suit brought against him by Plaintiffs in England.”
(Id.) Plaintiffs also argue that “Defendants Rios and Laraway have not stated that they will consent
to anything.” (Id.) To support their arguments, Plaintiffs rely on the Declaration of Catherine Gibaud
KC who opines that it is “highly uncertain” whether the English court would have jurisdiction over
Defendants. (Doc. No. 22 at ¶ 78.)
In their Reply, Defendants argue that by filing the anti-suit injunction action “Defendants
expressly and unequivocally consented to the jurisdiction of the High Court of England, just as a
foreign or out-of-state plaintiff does by filing suit in Ohio.” (Doc. No. 25, PageID #647.) They also
argue that Plaintiffs could have, and still can, file counterclaims in the anti-suit injunction action.

(Id.) Moreover, Defendants assert that they “have expressly informed Plaintiffs that they may serve
any claim related to the dispute regarding the London Property on their English counsel in London.”
(Id.) Defendants also explain that each Defendant has “expressly consented to jurisdiction in England
as a condition of dismissal.” (Id.) Defendants’ final argument is that the Court “can conditionally
dismiss this case without prejudice, pending Defendants’ eventual submission to the jurisdiction of
the court of England.” (Id. at PageID #648.) To support their arguments, Defendants attach three

10
new declarations to their Reply: (1) the Declaration of Zoë Maria Marsden Barton, K.C., who opines
that Plaintiffs can “serve the Defendants via their solicitors (i.e. counsel) located in England,” (Doc.
No. 25-1); (2) the Declaration of Defendant Laraway who avers that “CCF and I continue to consent
to service and jurisdiction in England,” (Doc. No. 25-3 at ¶ 5), and (3) the Declaration of Defendant
Rios who avers that he “maintain[s] [his] consent to service and jurisdiction in England.” (Doc. No.
24 at ¶ 5.)

In their Sur-Reply, Plaintiffs argue that these three new Declarations are “a material change
in Defendants’ position and a concession that, prior to the filing of the Reply, Defendants had not
effectively consented to service or jurisdiction in any English proceeding other than the Injunction
Proceeding they initiated.” (Doc. No. 26-1, PageID #708.) Plaintiffs assert that “[t]he timing of the
new declarations, their substance, and the abrupt shift in legal theory confirm the point: until May 21,
2025 . . . Defendants had not consented to service and jurisdiction as they had claimed, and England
was not an ‘available and adequate’ forum for this case.” (Id.) They also argue that “Plaintiff simply
had no reason to file their claims as counterclaims in the Injunction Proceeding” and that “Defendants
have not shown that Plaintiff would be permitted to bring their claims as counterclaims in the
Injunction Proceeding, or that the Injunction Proceeding is a viable vehicle for Plaintiffs’ claims.”

(Id. at PageID #709–11.)
“An alternative forum is available if the defendant is amendable to process there.” Jones, 920
F.3d at 1091 (citing Piper Aircraft, 454 U.S. at 254, n.22). Courts have found that a defendant is
amendable to process if it consents to jurisdiction. See Wong v. PartyGaming, Ltd., 589 F.3d 821,
831 (6th Cir. 2009) (“PartyGaming consented to submit itself to the jurisdiction of Gibraltar with the
forum selection clause, and thus, is amendable to process there”); Rustal Trading US, Inc. v. Makki,

11
17 F. App’x 331, 336 (6th Cir. 2001) (finding Sierra Leone an available forum when “[a]s a condition
to the district court’s order of dismissal, defendants-appellees agreed to submit themselves to the
jurisdiction of the courts of Sierra Leone and to appear and defend against a suit brought by Rustal
in Sierra Leone”); Stewart v. Dow Chemical Co., 865 F.2d 103, 107 (6th Cir. 1989) (finding Canada
an available forum when the Defendant stipulated that it would accept Canadian jurisdiction and
service of process).

Here, Defendants have submitted evidence establishing that they all consent to jurisdiction in
England and that they are amenable to process in England. (Doc. No. 19-2 at ¶ 15; Doc. No. 25-3 at
¶ 5; Doc. No. 24 at ¶ 5.) Defendants also represent in their Motion that they “will maintain their
consent as a condition to dismissal.” (Doc. No. 19, PageID #172.) While Defendants have consented
to jurisdiction in England, Plaintiffs dispute that Defendants are amenable to process in England. As
discussed below, the parties have submitted three Declarations on this issue. Upon careful review of
those Declarations, and the Court’s independent review of English law, the Court finds that
Defendants are amenable to process in England.
Plaintiffs rely on the Declaration of Catherine Gibaud KC to establish that Defendants are not
amenable to service of process in England. (Doc. No. 22.) As she points out, England’s Civil

Procedure Rules (“CPR”) generally require a court’s permission to serve a defendant residing outside
of the United Kingdom, and that “[i]t is highly uncertain that the Plaintiffs would be able to identify
a relevant jurisdictional gateway in order for the Court to grant permission. (Id. at ¶¶ 11–22, 78; see
also CPR 6.36.) Defendants’ proffered expert, Timothy Morshead, KC asserts that Plaintiffs can
serve Defendants outside of the United Kingdom under the CPR because English law “list some 25

12
circumstances in which permission will be granted” and “[m]ultiple such circumstances would apply
in the present case.” (Doc. No. 19-4 at ¶¶ 20–28.)
The Court need not resolve this issue. Upon independently reviewing English law, and
reviewing the Declaration of Zoë Maria Marsden Barton, K.C. (Doc. No. 25-1), which was submitted
with Defendants’ Reply Brief, the Court finds that Defendants are amenable to process within
England. CPR 6.3(1)(c) provides that “[a] claim form may be served by any of the following

methods—leaving it at a place specified in rule 6.7, 6.8, 6.9 or 6.10.” CPR 6.7(1)(b), in turn, permits
service upon “a solicitor acting for the defendant [who] has notified the claimant in writing that the
solicitor is instructed by the defendants to accept service of the claim form on behalf of the defendant
at a business address within the jurisdiction.” Here, Defendants have submitted evidence that they
have agreed to accept service of process through their English solicitor pursuant to CPR 6.7(1). (Doc.
No. 25-2, PageID #694.) Accordingly, Plaintiffs can serve Defendants within England pursuant to
CPR 6.3(1)(c). 2 Thus, the Court finds that Defendants are amenable to service of process in
England.3

2 In their Sur-Reply, Plaintiffs argue that Defendants’ arguments regarding their consent to jurisdiction through the May
21, 2025 letter “should be disregarded because, barring ‘extraordinary circumstances’ not present here, the operative
support for their motion must come from their opening brief.” (Doc. No. 26-1, PageID #708–09.) The Court disagrees.
Plaintiffs rely on International-Matex Tank Terminals-Illinois v. Chem. Bank, No. 1:08-cv-1200, 2009 U.S. Dist. LEXIS
49225 (W.D. Mich. June 11, 2009) for the proposition that “[b]arring extraordinary circumstances, both the opposing
party and the court are entitled to rely on the movant’s opening brief as a conclusive statement of its position on the claims
targeted by the motion.” Id. at *7. What Plaintiffs omit, however, is that the International-Matex Court was a summary
judgment case, and in any event, the court recognized that “district courts have the option of either disregarding that
additional evidence or providing the non-movant with the opportunity to file a surreply.” Id. (citation omitted). In the
interest of judicial efficiency, the Court will consider the evidence raised for the first time in Defendants’ Reply because
it has given Plaintiffs the opportunity to respond through their Sur-Reply.

3 In the alternative, the Court finds that the anti-suit injunction action makes England an available forum. The CPR
provides a mechanism similar to Fed. R. Civ. P. 15 for amending a “defence” to include a counterclaim. See CPR 20.4(2)
(“A defendant may make a counterclaim against a claimant—(a) without the court’s permission if the defendant files the
counterclaim with the defence; or (b) at any other time with the court’s permission”). Under this rule, Plaintiffs could
seek the English court’s permission in the anti-suit injunction action to include the very claims they bring here against
Defendants. While there is no guarantee that the English court would grant the motion, there is nothing preventing
13
Nevertheless, Defendants argue that this Court “can conditionally dismiss this case without
prejudice, pending Defendants’ eventual submission to the jurisdiction of the court of England.”
(Doc. No. 25 at PageID #648.) The Court agrees. “[A] district court may condition dismissal on a
defendant accepting service of process in another forum.” Martinez-Porte v. Multi-Color
Corporation, No. 23-3971, 2024 U.S. App. LEXIS 18258, at *6 (6th Cir. July 23, 2024) (citing Rustal
trading US, Inc. v. Makki, 17 F. App’x 331, 336 (6th Cir. 2001); 14D Charles Alan Wright & Arthur

R. Miller, Federal Practice & Procedures § 3828.3 (4th ed. June 2024 Update)); accord Prevent
USA, 17 F.4th at 659; Dowling v. Richardson-Merrell, Inc., 727 F.2d 608, 615 (6th Cir. 1984). Thus,
Plaintiffs will have the option to refile this action should Defendants fail to submit to English
jurisdiction or if the English court finds that it lacks jurisdiction.
For all these reasons, the Court finds that England is an available forum.
ii. England is an adequate forum
In their Motion to Dismiss, Defendants argue that “Plaintiff have various claims cognizable
under English law, and an English Court can resolve the issues and claims raised by Plaintiffs.” (Doc.
No. 19, PageID #173.) While asserting in a different section of their brief that English law does not
recognize the claims of unjust enrichment and promissory estoppel (Id. at PageID #177–78),
Defendants assert that “the reality that the foreign venue makes it more difficult to establish the claim

or that the foreign law is less generous to prevailing plaintiffs does not establish unavailability.” (Id.
at PageID #173 (citation omitted).)

Plaintiffs from attempting to seek permission. Thus, England is also an available forum because Plaintiffs may be able
to amend their Defence to add their claims raised in this action against Defendants.

14
In their Opposition, Plaintiffs argue that “Ohio law provides remedies” for Defendants’
conduct, but “there is no English claim that provides any relief to Plaintiffs.” (Doc. No. 21, PageID
#300.) Specifically, Plaintiffs argue that Defendants’ position is “that no English cause of action
provides a remedy for Defendants’ wrongful conduct, and if the matter is settled under English law,
Plaintiffs will have no redress.” (Id. at PageID #299.)
In their Reply, Defendants argue that “Plaintiffs seek redress in this Court because their claims

might have a greater prospect of success, not because they have no avenue for redress in England.”
(Doc. No. 25, PageID # 649.) Defendants contend that “Plaintiffs spin Defendants’ argument that
the laws of Ohio and England conflict (i.e., that they would present different legal outcomes) into a
concession that there is no available remedy under English law.” (Id.)
“A forum is adequate if it can remedy the alleged harm.” Jones, 920 F.3d at 1091 (citing
Piper Aircraft, 454 U.S. at 254, n.22). “In the ‘rare circumstances’ in which ‘the remedy offered by
the other forum is clearly unsatisfactory,’ American Courts tend to keep the case.” Prevent USA, 17
4th at 659 (citing Piper Aircraft, 454 U.S. at 254, n.22). “But the reality that the foreign venue makes
it more difficult to establish the claim or that the foreign law is less generous to prevailing plaintiffs
does not establish unavailability.” Id. (citing Piper Aircraft, 454 U.S. at 254, n.22). And as the

Supreme Court recognized in Piper Aircraft, a forum is adequate when there is “a form of action
available” and it is “not necessary that the same cause of action, or even an analogous cause of action,
be identified.” Solari v. Goodyear Tire and Rubber Co., No. 5:14CV1000, 2015 U.S. Dist. LEXIS
140400, at *11–12 (N.D. Ohio Oct. 15, 2015) (citing Piper Aircraft, 454 U.S. at 240–42) (emphasis
in original); see also Capital Currency Exchange, N.V. v. National Westminster Bank PLC, 155 F.3d
603, 611 (2d Cir. 1998) (“a forum may be adequate even if it does not provide a plaintiff with causes

15
of action that are identical to those plaintiff alleged in an American court”); National Dowling v.
Richardson-Merrell, Inc., 727 F.2d 608, 615 (6th Cir. 1984) (finding England an adequate forum
despite affidavits showing “that certain theories of tort recovery are not recognized in the United
Kingdom”).
Under this standard, the Court finds that English law provides an adequate remedy for
Defendants’ alleged conduct. English law provides a remedy for breach of contract. See Eventbrite,

Inc. v. Stadium Salford Grp. Ltd., No. 24-cv-02979-RFL, 2025 U.S. Dist. LEXIS 195442, at *7 (N.D.
Cal. May 28, 2025) (“the analysis of the breach of contract claim would not differ if considered under
English law”).
English law also provides a remedy similar to Ohio’s tortious interference with
contract/business relations claims. Specifically, English law recognizes the tort of “causing loss by
unlawful means.” Terra Firm Invs. (GP) 2 Ltd. v. Citigroup Inc., No. 09 Civ. 10459 (JSR), 2010
U.S. Dist. LEXIS 118168, at *19, n.5 (S.D.N.Y. Nov. 2, 2010); Maljack Prods. v. British Pathe News,
No. 93 C 7767, 1994 U.S. Dist. LEXIS 8013, at *10 (N.D. Ill. June 14, 1994) (“Though there is some
dispute between the experts on whether the tort is recognized in England, our review of the materials
already submitted indicates that substantially similar theories of recovery are available under English

law”); see also BULLEN & LEAKE & JACOB’S PRECEDENTS OF PLEADINGS, § 60-08 (19th Ed.)
(identifying the elements of the tort as (1) “use by the defendant of unlawful means, thereby,” (2)
“interfering with the actions of a third party in relation to the claimant,” (3) “intention to cause loss
to the claimant,” and (4) “damage”).
And with respect to Plaintiff’s unjust enrichment claim, while Defendants assert that “English
law does not yet recognize a freestanding claim of unjust enrichment” (Doc. No. 19, PageID #178),

16
there are English authorities recognizing this claim. Dargamo Holdings Ltd v. Avonwick Holdings
Ltd, [2021] EWCA Civ 1149, 2021 WL 03172345 (“Despite its evolutionary nature, the common law
claim in unjust enrichment can, for present purposes, be summarised (sic) as follows: a claimant has
a right to restitution against a defendant who is unjustly enriched at the claimant’s expense”); Marino
v. FM Capital Partners, [2020] EWCA Civ 245, 2020 WL 00907061 (“The concern of the law in
such a case is with the reversal of transfers of value between claimants and defendants, and the cause

of action is unjust enrichment”); BULLEN & LEAKE & JACOB’S PRECEDENTS OF PLEADINGS, § 108-02
(19th Ed.) (“A claim in unjust enrichment can be usefully analysed (sic) by reference to four
sequential questions: (i) Has the defendant benefited in the sense of being enriched? (ii) Was the
enrichment at the claimant’s expense? (iii) Was the enrichment unjust? (iv) Are there any defences
(sic)?”). Plaintiffs have not pointed the Court to any contrary authority.
The Court notes that Plaintiff’s promissory estoppel (Count II) claim, which is pled as an
alternative to its breach of contract claim, would fail under English law. See Nat’l Oil Well Maint.
Co. v. Fortune Oil & Gas, Inc., No. 02 CV 7666(LBS), 2005 U.S. Dist. LEXIS 8896, at *11 (S.D.N.Y.
May 11, 2005) (“Under English law, the theory of promissory estoppel is recognized only as a ‘shield’
to defend against a claim and not as a ‘sword’ to form the basis of a cause of action.”). The Court

nonetheless finds that England is still an adequate forum because Plaintiffs can bring some claim for
relief against Defendants in England regarding the conduct alleged in the Amended Complaint. Piper
Aircraft, 454 U.S. at 240–42; Dowling v. Richardson-Merrell, Inc., 727 F.2d 608, 615 (6th Cir. 1984);
Solari, 2015 U.S. Dist. LEXIS 140400 at *11–12.
The cases cited by Plaintiffs in their Opposition do not alter the Court’s conclusion. Each
case involved a forum where the plaintiff would have been afforded absolutely no remedy in a foreign

17
jurisdiction. In NHL Players’ Ass’n v. Plymouth Whalers Hockey Club, 166 F. Supp. 2d 1155 (E.D.
Mich. 2001), an antitrust case, the court held that Canada was not an adequate forum, because
Canadian law did not provide for injunctive relief under its antitrust laws, it was unclear whether the
plaintiff could seek damages under Canada’s antitrust laws, and it was unlikely that the Canadian
Attorney General would prosecute the alleged antitrust violation against the defendant. Id. at 1164.
The court in Dean-Hines v. Ross Univ. Sch. of Veterinary Med., No. 05-3486, 2006 U.S. Dist. LEXIS

101375 (D.N.J. Aug. 9, 2006) determined that St. Kitts was an inadequate forum because the
defendants had “not shown that the St. Kitts Constitution applies to private entities like Defendants,
affords litigants rights equivalent to those Plaintiff seeks to vindicate, or authorizes private rights of
action.” Id. at *13. And in Mecum v. Host Marriott Corp., No. 4:04CV260, 2005 U.S. Dist. LEXIS
37409 (E.D. Tex. April 25, 2005) the court found that Alberta was not an available forum when the
plaintiffs brought claims for loss of consortium and Alberta law did not recognize that claim. Id. at
*8.
In contrast to these cases, as explained above, English law “can remedy the alleged harm”
because all but one of Plaintiff’s claims can be brought under English law. Jones, 920 F.3d at 1091;
see also Capital Currency Exchange, N.V., 155 F.3d at 611 (“Although it appears that plaintiffs might

not be able to recover in England on some of their common law claims, the essential subject matter
of the dispute can be adequately addressed by an English court”). Accordingly, the Court finds that
England is an adequate forum.
2. Whether a balance of private and public interests that trial in the chosen
forum would be unnecessarily burdensome for the defendant or the court
Having found that England is an adequate alternative forum, the Court next “examine[s]
whether the plaintiff’s choice of forum is unnecessarily burdensome.” Jones, 920 F.3d at 1092 (citing
18
Zions First Nat’l Bank v. Moto Diesel Mexicana, S.A. de C.V., 629 F.3d 520, 523 (6th Cir. 2010)).
“To guide that analysis, courts look to the private and public interests that the Supreme Court listed
in Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 67 S. Ct. 839, 91 L. Ed. 1055 (1947).” Id.
i. The public interest factors support dismissal
Gulf Oil instructs a district court to consider the following public interests: “the administrative
difficulties of litigation in congested centers instead of the suit’s place of origin, the burden of jury
duty on citizens of communities with no relation to the case, the importance of trying the case in view

and reach of others that may be affected, the local interest in having localized controversies decided
at home, and the appropriateness of having trial at home with the law that governs the case.” Jones,
920 F.3d at 1092 (citing Gulf Oil, 330 U.S. at 508–09). The parties’ briefing focuses on only three
of the factors. The Court will assess these three factors in turn below.
The appropriateness of having trial at home with the law that governs the case. In their Motion
to Dismiss, Defendants argue that “if this case remains here, the Court and parties will have to grapple
with conflicts of laws and the application of foreign law.” (Doc. No. 19, PageID #174.) They assert
that “sitting in diversity, this Court must resolve this dispute by applying Ohio’s choice-of-law rules
to determine which jurisdiction’s laws govern each claim.” (Id.) They argue that “[r]egardless of the
Court’s resolution of those questions, [the fact] that such a complicated undertaking is necessary here

itself weighs in favor of dismissal.” (Id.) Defendants then conduct a lengthy conflict of laws analysis
and conclude that “English law would apply to each claim.” (Id. at PageID #174–181.)
In their Opposition, Plaintiffs argue that “[t]he relevant question for the forum non conveniens
analysis is whether the choice-of-law analysis will be too complicated for the Court to undertake.”
(Doc. No. 21, PageID #302.) They argue that “the potential conflicts-of-law analysis in this case—

19
Ohio versus England—is not complicated.” (Id.) They assert that “Defendants present no reason
why this Court is not equipped to handle the analysis of English law—as federal courts regularly do.”
(Id.) Plaintiffs then conduct their own conflicts of law analysis to determine that Ohio law governs.
(Id. at 302–04.)
In their Reply, Defendants argue that “[c]ontrary to Plaintiff’s [sic] reading of the law, this
Circuit favors dismissal on forum non conveniens grounds ‘not just when a court has to apply foreign

law, but also when the court ‘would be required to untangle problems in conflict of laws.’” (Doc.
No. 25, PageID #653 (quoting Jones, 920 F.3d at 1094).) Defendants then attempt to refute Plaintiffs’
conflicts of law analysis. (Id. at PageID #653–54.)
The need to apply foreign law weighs in favor of dismissal. Barak v. Zeff, 289 F. App’x 907,
914 (6th Cir. 2008); Dowling, 727 F.2d at 615. “The public interests favor dismissal not just when a
court has to apply foreign law, but also when the court ‘would be require to untangle problems in
conflicts of law.” Jones, 920 F.3d at 1094 (quoting Piper Aircraft, 454 U.S. at 251) (emphasis in
original). Based upon the parties’ briefing, the Court finds that it would be required to “untangle”
problems in conflicts of law. Accordingly, the Court finds that this factor weighs in favor of
dismissal. Jones, 920 F.3d at 1094; Silva Cruz v. G LLC, 464 F. Supp. 3d 906, 914 (E.D. Mich. 2020)

(“The Court does not take a position at this time about which law should apply. But the fact that the
Court will have to ‘untangle’ a substantial conflict-of-laws dispute weighs in favor of dismissing the
action for forum non conveniens”); H.K. Enterprises, Inc. v. Royal Int’l Ins. Holdings, Ltd., 766 F.
Supp. 581, 584 (N.D. Ohio 1991) (“English law would apply even if the case remained in Ohio, and
this Court is disinclined to ‘untangle problems in conflict of laws, and in law foreign to itself’”).

20
The local interest in having localized controversies decided at home. In their Motion to
Dismiss, Defendants argue that “England has the strongest local interest in the dispute surrounding
the London Property and Defendants’ alleged interference with the business relationships in
England.” (Doc. No. 19, PageID #181.) They assert that “Plaintiffs are English entities and
Defendants’ alleged misconduct was targeted at Plaintiffs and their business partners in England.”
(Id.) They further assert that “there can be no doubt that any alleged injury (expressed as damages in

British Pounds) occurred in England.” (Id.)
In their Opposition, Plaintiffs argue that “[t]he Cleveland community unquestionably has a
strong interest in adjudicating this dispute and holding [CCF], which holds itself out as a huge
economic benefactor to the state, and its senior leaders, accountable.” (Doc. No. 21, PageID #301.)
They further argue that “Defendants cite no case where the place of injury dictates dismissal when
the facts of the case are so obviously connected to the local forum and the local defendants.” (Id.)
In their Reply, Defendants argue that “[o]bviously, Defendants have a connection to Ohio[,]
[b]ut Plaintiffs are domiciled and conduct business exclusively in England.” (Doc. No. 25, PageID
#652.) They further argue that “Defendants’ business dealings in England are omnipresent.” (Id.)
Defendants assert “[t]he property underlining the entire deal is located in England; each individual

defendant conducted significant business in England while negotiating the London Property; all third
parties involved are in England; and the injuries alleged by Plaintiffs . . . occurred in England.” (Id.)
“The primary local-interest considerations are the parties’ connections to the local forum and
the location of the injury.” Hefferan, 828 F.3d at 500. Here, Defendants have a strong connection to
the local forum. Defendants do not dispute that CCF’s principal place of business is in Cleveland,
and that each of the individual defendants reside in Ohio. (Doc. No. 19, PageID #166.)

21
By contrast, Plaintiffs have a weak connection to the local forum, as both Fenton and 21 GP
are English entities with principal places of business in London, England. (Doc. No. 11 at ¶¶ 14–15.)
Further, none of Plaintiffs’ equity holders are residents of Ohio. (Id. at ¶ 16.) Additionally, this case
stems from a contract to purchase real property in England for use by CCL, an English entity. (See
generally id.) Further, Plaintiffs allege that Defendants (i) tortiously interfered with their relationship
with CCL (an English based entity), (ii) tortiously interfered with their contract with MeAg (an entity

owning property in England, which Plaintiffs allege “is an important player in the European real
estate market”), and (iii) tortiously interfered with their relationship with CBRE (an entity Plaintiffs
allege is “a key player in the London market”). (Id.) The only thing tying Plaintiffs to Ohio is their
relationship with Defendants and one in-person meeting at CCF’s offices in Cleveland. By contrast,
the Amended Complaint alleges numerous in-person meetings between CCF personnel and Fenton
that occurred in England. Furthermore, Plaintiffs have not alleged that their injuries occurred in Ohio
and indeed, recognize and have contended that their injuries occurred in England. In the anti-suit
injunction action, Plaintiffs took the position that their “loss was suffered . . . in England.” (Doc. No.
23, Ex. 1 at ¶ 38.8.)
Upon balance, while recognizing that Defendants certainly have a presence in Ohio, the Court

finds that the parties’ connections, in this case, are more closely tied to England than to Ohio.
The burden of jury duty on citizens of communities with no relation to the case. In their
Motion to Dismiss, Defendants argue that “Plaintiffs have demanded a jury trial . . . but with small
local interest in the dispute, it would be burdensome for an Ohio jury to hear and decide this case.”
(Doc. No. 19, PageID #182 (cleaned up).) In their Opposition, Plaintiffs argue that “passing judgment
on the brazen misconduct of the state’s largest employer and three senior executives should be of

22
great interest to a Cleveland jury.” (Doc. No. 21, PageID #302.) In their Reply, Defendants argue
“[b]ecause this case presents minimal, if any, interest to an Ohio jury, requiring it to adjudicate a
dispute that is centered in England by applying English law—or worse, a mix of English and Ohio
law—would be unfairly burdensome.” (Doc. No. 25, PageID #654.)
The Court finds that this factor weighs in Plaintiffs’ favor. The Court finds that an Ohio jury
would not be burdened with a case involving the Cleveland Clinic. See Total Quality Logistics v.

Cavendish Farms, Inc., No.1:09-cv-221, 2010 U.S. Dist. LEXIS 6052, at *16 (S.D. Ohio Jan. 26,
2010) (“Likewise, there would be no unfair burden for a jury located within the same state as
[defendant] to adjudicate a dispute involving [defendant]”).
In sum, two of the public interest factors weigh in favor of dismissal and one weighs in favor
of keeping the case here. The remaining factors will not be evaluated by the Court because the parties
did not address them in their briefing.
ii. The private interest factors support dismissal
Gulf Oil instructs a district court to consider the following private interests: “the relative ease
of access to sources of proof; availability of compulsory process for attendance of unwilling, and the
cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be
appropriate in the action; and all other practical problems that make trial of a case easy, expeditious

and inexpensive.” Jones, 920 F.3d at 1092 (quoting Gulf Oil, 330 U.S. at 508). The parties only
dispute three of the factors, which the Court addresses in turn below.
Access to sources of proof. In their Motion to Dismiss, Defendants argue that “[a]lmost all
of the evidence that is potentially relevant to Plaintiffs’ claims is located in England.” (Doc. No. 19,
PageID #182.) Specifically, they argue that evidence related to Plaintiffs’ damages is located in

23
England and that third-party witnesses are located in England. (Id.) They also argue that obtaining
third-party discovery would be difficult if this case is not dismissed. (Id. at PageID #183.)
In their Opposition, Plaintiffs argue that Defendants “do not show that it would be easier or
less expensive to access [evidence] if the case were in London.” (Doc. No. 21, Page ID #305.) They
further argue that “[t]o the extent relevant documents are outside of the U.S. (though Defendants have
not identified any), the ‘advent of modern technology, including photocopying, scanning, and

electronic document production,’ reduces any barriers to access.” (Id. (citation omitted).) Plaintiffs
contend that “[t]hird parties are no different: Defendants have not stated what documents they will
seek from third parties, if any, nor do they explain why the document production (if any) would be
any less burdensome if the case were in England.” (Id. at PageID #305–06.)
In their Reply, Defendants argue that “Plaintiffs’ Amended Complaint reflects that evidence
in this case resides with parties and third parties in England.” (Doc. No. 25, PageID #654–55.) They
also argue that “[t]he availability of e-discovery would be the same regardless of forum— no less and
no more if the case proceeded in England.” (Id. at PageID #656.)
The Court finds that this factor is a close call but weighs in favor of dismissal. Defendants
have not explained how it would be difficult or burdensome for Plaintiffs to produce documents from

England to them in the United States. Nor have Defendants explained why it would be easier, should
the Court dismiss this case, for them to produce evidence in the United States to Plaintiffs in England.
Further, Plaintiffs and CCF are sophisticated business entities represented by sophisticated counsel.
Given the parties’ level of sophistication, the Court finds that producing documents between the
parties should be of no moment.

24
However, the fact that evidence is in the possession of third parties located in England leads
this Court to conclude that this factor weighs in favor of Defendants. Plaintiffs’ Amended Complaint
reflects that there will be relevant evidence in England. Take Plaintiff’s claim for Tortious
Interference with Business Relationship with non-party, CCL (Count III) for example. That claim
alleges that Defendants interfered with 21 GP and CCL’s business relationship. Because CCL’s
relationship with 21 GP is at the heart of this claim, and CCL is located in England, there would

certainly be relevant evidence in CCL’s possession in England. The same holds true for Plaintiff’s
remaining Tortious Interference claims: (i) Count IV (tortious interference with a contract with
MeAg, an entity owning property in England, which Plaintiffs allege “is an important player in the
European real estate market”) and (ii) Count V (tortious interference with Fenton’s relationship with
CBRE, which Plaintiffs allege is “a key player in the London market.”). And it goes without saying
that it would be easier for the parties to obtain evidence located in England through an English
proceeding. See MGI Digital Technology S.A. v. Duplo U.S.A., No. 8:22-00979-DOC-KES, 2023
U.S. Dist. LEXIS 187336, at *5 (C.D. Cal. Aug. 24, 2023) (describing obtaining discovery in a
foreign nation under the Hague Convention as “unduly time consuming and expensive”).
Thus, because there will be some evidence located in England in the possession of third-

parties, this factor weighs in favor of dismissal.
Availability of compulsory process for attendance of unwilling, and the cost of obtaining
attendance of willing, witnesses. In their Motion to Dismiss, Defendants argue that, under the Hague
Convention, “there is no ability to compel unwilling witnesses who reside in England to appear in the
U.S.” (Doc. No. 19, PageID # 184.) They further argue that even if these “third-party witnesses
would volunteer to come to the U.S to testify, transportation costs would be enormous, far exceeding

25
the cost of obtaining their testimony in England.” (Id.) They assert that “Plaintiffs have not identified
any third parties located in the U.S.” and that “CCF is willing to make its company witnesses available
in England.” (Id.)
In their Opposition, Plaintiffs argue that Defendants fail to meet their burden and “submit no
evidence of difficulties with obtaining testimony from any witnesses—willing or unwilling—outside
of Ohio.” (Doc. No. 21, PageID, #306.) They assert that “[o]ther than naming a list of English (and

non-English) firms that they believe may have relevant information, Defendants do not identify any
individual witnesses or state whether those people would be unwilling to testify.” (Id. at PageID
#306–07.) Plaintiffs further argue that “while they claim that the cost to transport willing witnesses
to Ohio would be ‘enormous,’ they do not identify any individuals who are willing to travel, their
locations, the subject matter/relevance of their testimony, or the expected transportation costs.” (Id.
at PageID #307.) Plaintiffs also assert that “the cost of obtaining testimony from the few English
third parties who may testify (though none have been identified)–would inevitably pale in comparison
to the cost Defendants will incur to send their COO, CFO, head of U.S. real estate, CEO, and other
members of the executive leadership team and Board to attend a trial in London.” (Id.)
In their Reply, Defendants argue that “[c]ompelling unwilling English residents, such as third

parties, to appear in the U.S. is doubtful at best” but that “if the case were in England, the parties
would have greater access to local evidence and witnesses (including third-party witnesses who are
already located there).” (Doc. No. 25.) Defendants further argue that they have met their burden by
identifying “the topics that will be subject to discovery, identif[ying] potential witnesses in England
. . ., consider[ing] the costs of discovery from the U.S., and examin[ing] the constraints that English
law would place on any effort to conduct discovery in England.” (Id. at PageID #658.)

26
The Court finds that it will likely to be difficult to procure witnesses regardless of where this
case proceeds. Based on Defendants’ arguments, there are likely CCL employees based in England
who would have discoverable information. The parties would also need testimony from
representatives of MeAg and CBRE who are also likely based in England.4 Conversely, Plaintiffs
seek to obtain the testimony of several U.S. based CCF employees who are not named as defendants.
(Doc. No. 24 at ¶ 4.) These include, Tomislav Mihaljevic, M.D., selected members of CCF’s

executive leadership team, selected members of CCF’s board of directors, and selected members of
CCF’s U.S.-based staff who were involved in the underlying negotiations. (Id.) Thus, there will be
relevant witnesses residing out-of-jurisdiction no matter where the case proceeds.
Without deciding whether they can be compelled to testify by an English court, the Court,
finds that the non-party CCF employees will be available to testify in England. Defendants have
represented to this Court that “CCF is willing to make its company witnesses available in England”
which “would mean that all relevant parties and third parties would be available” in England. (Doc.
No. 19, PageID #184.) Indeed, “Defendants have agreed, as a condition of dismissal, to produce any
evidence and employees deemed relevant and admissible to liability by an English court deciding the
case refiled there.” (Id. at PageID #183 (citing Stewart, 865 F.2d at 107 (affirming dismissal when

the defendant “agreed, as one of the conditions imposed by the trial judge, to allow discovery of any
evidence which would be discoverable under the Federal Rules of Civil Procedure, and to make
witnesses under its control available to the Canadian court”).) Thus, resolving this dispute in England

4 The Court rejects Plaintiffs’ arguments that Defendants failed to meet their burden regarding this factor. See Dowling,
727 F.2d at 615 (“The Supreme Court held in Piper Aircraft that a defendant is not required to detail all the witnesses
likely to be used in a case in order to establish inconvenience. It is sufficient if the defendant provides enough information
to enable the trial court to balance the parties' interests”).
27
will be less burdensome because all relevant witnesses will be available to testify. Accordingly, this
factor weighs in favor of dismissal.
All other practical problems that make trial of a case easy, expeditious and inexpensive.
Defendants do not address this factor in their Motion to Dismiss. Plaintiffs, however, argue that this
factor weighs against dismissal. Specifically, Plaintiffs argue that if the Court dismisses this case,
they would “re-file their Ohio claims in England, where an English judge would apply Ohio law.”

(Doc. No. 21, PageID #307.) This, Plaintiffs claim, “would impose significant time and expense on
Plaintiffs and Defendants.” (Id. at PageID #308.) In their Reply, Defendants argue that “[t]he burden
on an English court applying foreign law would be no greater (and no lesser) than the burden on this
Court in applying foreign law” and that there is no reason to think that Ohio law would apply to this
case in England.” (Doc. No. 25, PageID #658.)
For the following reasons, the Court finds that this factor weighs in Plaintiffs’ favor. The
Court finds that regardless of where this case proceeds, the applicable court will be able to decide this
dispute adequately either under Ohio law or English law, whichever ultimately governs. The Court,
however, recognizes the inherent delay to resolution of this dispute, and the additional legal fees the
parties will incur if Plaintiff must re-file these claims in England.

In sum, upon careful consideration of the parties’ arguments, and the evidence in the record,
the Court finds that four of the six private/public interest factors in dispute weigh in favor of dismissal.
The Court thus finds that, on balance, England is a more convenient forum and that trial in this Court
would be unnecessarily burdensome for Defendants and the Court.

28
3. The amount of deference to give the plaintiff’s choice of forum.
In their Motion to Dismiss, Defendants argue that Plaintiffs’ choice of forum is owed little
deference. (Doc. No. 19, PageID #171.) They argue that “the fewer connections to the U.S. a foreign
plaintiff has, the less deference it receives.” (Id.) Under this standard, Defendants assert that
“Plaintiffs’ connections to the U.S. are not just weak–they are virtually nonexistent.” (Id.) They
point out that “[b]esides a single meeting at CCF’s home office in Cleveland, Plaintiffs have no
connection whatsoever to the U.S.” because Plaintiffs “are English companies,” lack any Ohio equity

holders, and are not “registered to do business here.” (Id.) Based on these facts, Defendants accuse
Plaintiffs of forum-shopping. (Id. at PageID #172.)
In their Opposition, Plaintiffs argue that their choice of forum should be afforded deference.
(Doc. No. 21, PageID #293.) They argue that “the Northern District of Ohio has substantial, bona
fide connections to this case” because CCF “is the largest employer in the state, and Defendants
Peacock, Laraway, and Rios live and work in this District.” (Doc. No. 21, PageID #293.) They
further argue that they are not forum shopping because this District “is the only forum where Plaintiffs
could be guaranteed relief.” (Id. at PageID #294.) And Plaintiffs assert that it is, in fact, Defendants
that are forum shopping—not Plaintiffs. (Id. at PageID #296–297.)
In their Reply, Defendants assert that Plaintiffs “argue that because they pled their claims

under Ohio law, the case should stay in the U.S.” (Doc. No. 25, PagID #643.) Defendants also argue
that they have not engaged in forum shopping because “[b]efore Plaintiffs filed this lawsuit, they had
no ties to the U.S., and no court in the U.S. would have personal jurisdiction over them.” (Id. at
PageID #646.)

29
The Sixth Circuit has provided guidance on the level of deference a foreign plaintiff’s choice
of forum should be given:
Normally, “it makes sense to defer to a plaintiff’s choice of forum based on an
assumption that the plaintiff knows its self-interest better than anyone else and thus
will choose a convenient forum.” Id. at 660 (cleaned up). Deference is best viewed
as a sliding scale. Solari v. Goodyear Tire & Rubber Co., 654 F. App’x 763, 766
(6th Cir. 2016). And a foreign plaintiff like IMSS receives less deference to its
choice of forum. Prevent USA Corp., 17 F.4th at 660-61; see also Hefferan, 828
F.3d at 493 (“[A] foreign plaintiff’s forum choice is usually accorded less deference
because the assumption of convenience is ‘much less reasonable.’”). IMSS chose
not to litigate in its home forum. In such a case, the “convenience [of the forum]
cannot be presumed[.]” Stewart v. Dow Chem. Co., 865 F.2d 103, 106 (6th Cir.
1989).

Instituto Mexicano Del Seguro Soc. v. Stryker Corp., 28 F.4th 732, 737 (6th Cir. 2022). A foreign
plaintiff’s choice-of-forum, however, can still be afforded some deference:
That a plaintiff’s ties to the United States are weak—or even nonexistent—does not
automatically mean that her choice of forum is owed little to no deference. A
foreign plaintiff may decide to file suit in the United States because of “a legitimate
reason such as convenience or the ability to obtain jurisdiction over the defendants
rather than tactical advantage.” A foreign plaintiff might logically believe that a
U.S. forum is the most “convenient” location in which to file her case if she doubts
that any other court would be able to exercise jurisdiction over the defendant. In
such a case, the deference owed to her choice of forum would increase.

Associação Brasileira de Medicina de Grupo v. Stryker Corp., 891 F.3d 615, 619 (6th Cir. 2018)
(internal citations omitted). But even if a “legitimate reason” is identified, the “presumption of
convenience applies with less force” for foreign plaintiffs.” Id.
Because Plaintiffs are foreign entities, they receive “less deference to [their] choice of forum.”
Stryker Corp., 28 F.4th at 737. Upon careful review of the parties’ arguments, and authorities cited
in support, the Court finds that Plaintiffs have not established “a legitimate reason such as
convenience or the ability to obtain jurisdiction over the defendants rather than tactical advantage” to
allow the Court to defer to its choice-of-forum. Id. First, the court has already determined, after
30
weighing the public and private interest factors, that England is a more convenient forum. Second,
while Plaintiffs may have had legitimate fears that this Court “is the only forum where Plaintiffs
could be guaranteed relief,” the Court has found that England is an available and adequate forum.
See Martinez-Porte v. Multi-Color Corporation, No. 23-3971, 2024 U.S. App. LEXIS 18258, at *12–
13 (6th Cir. July 23, 2024) (“With Martinez-Porte’s primary reasons for choosing venue in Ohio
having fallen away, the ‘assumption that a United States court is most convenient ... does not hold

true.’”) (quoting Jones, 910 F.3d at 1095). Thus, the Court finds that Plaintiffs’ choice of forum is
not entitled to deference.
In sum, after considering the parties’ arguments, weighing the evidence submitted in support
thereof, and applying Sixth Circuit precedent, the Court finds that (1) England is an available and
adequate forum; (2) upon balance of the private and public interest factors it would be unnecessarily
burdensome for Defendants to litigate the instant action in this Court; and (3) Plaintiffs’ choice of
forum should be afforded little deference. Accordingly, in the exercise of its discretion, the Court
grants Defendants’ Motion to Dismiss, subject to the conditions set forth below.
V. Conclusion
For the reasons set forth herein, Plaintiffs’ Motion for Leave (Doc. No. 26) is GRANTED and

Defendants’ Motion to Dismiss (Doc. No. 19) is GRANTED, as set forth herein. The proposed Sur-
Reply attached to the Motion for Leave is deemed filed as of May 29, 2025. Plaintiffs Amended
Complaint is dismissed without prejudice. Dismissal is conditioned upon the following terms: (1)
Defendants shall consent to, and shall not challenge, service and jurisdiction in England; (2) in the
English proceeding, Defendants shall produce to Plaintiffs any evidence in their possession, custody,
or control that is located in the United States and is discoverable under English law; and (3) in the

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English proceeding, Defendants shall, at their cost, make their employees that are relevant to this
dispute, as determined by English law, available, to testify at trial or at any other applicable
proceeding. Plaintiffs shall have the right to refile this action if Defendants fail to abide by the
preceding conditions or if the English court determines that it lacks jurisdiction over Defendants
regarding this dispute.

IT IS SO ORDERED.

s/Pamela A. Barker
PAMELA A. BARKER
Date: October 27, 2025 U. S. DISTRICT JUDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11178557. Public record. Not legal advice.