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10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document Pg 88 of 133 affiliate of domestic corporation where both were “components of a tightly-knit commercial organization of common-owned entities”). 5. AIA Ltd. Is Further Subject to Jurisdiction Because of Its Agency and Mere Department Relationships with Access’s New York Office Although officially designated as Groupement’s investment manager and Luxalpha’s client introducer, AIA Ltd. had no employees, no real office space, and was not licensed anywhere in the world to act as an investment manager, as it purported to do for Groupement. According to a New York employee, the entity was incorporated offshore in the Bahamas because “Bernie Madoff wants to only deal with offshore entities related to our accounts.” (Pergament Decl. Ex. 113.) In short, AIA Ltd. was a shell entity established to collect fees on behalf of Access. Access regarded AIA Ltd. as a “money box,” with its “prime purpose” being “the receipt of fees on behalf of the group.” (Pergament Decl. Ex. 129 at 2.) As of September 2004, although AIA Ltd. had “a significant level of financial activity” with year 2004 budgeted expenses of $577,000, it had “limited physical evidence of being an actual company.” (Pergament Decl. Ex. 146.) 30 As of 2007, AIA Ltd. was not licensed in any jurisdiction to act as an investment manager anywhere and it was acknowledged within Access that AIA Ltd. did not actually perform the duties of investment manager for Groupement. (Pergament Decl. Ex. 129.) AIA Ltd. relied on Access personnel in New York to perform its work for Luxalpha and Groupement. Access personnel in New York compiled reports on Luxalpha and Groupement’s activities, which included information regarding visits by New York employees to BLMIS, 30 AIA Ltd. did not have an office anywhere until at least January 15, 2005. (See Pergament Decl. Ex. 147 at 2.) Though two 2008 AIA contact lists show an address for AIA Ltd. at 50 Shirley Street, 2nd Floor, Nassau, Bahamas, there are no Access employees listed as having phone numbers in the Bahamas or email addresses associated with AIA Ltd. (Pergament Decl. Exs. 148, 109.) 68
10-04285-brl Doc 127 Filed 08/17/12 Entered 08/17/12 14:29:55 Main Document Pg 89 of 133 Luxalpha and Groupement’s performance for the period, and BLMIS’s purported entrances and exits from the stock market. (See, e.g., Pergament Decl. Exs. 149-151.) If there was any doubt that the work of AIA Ltd. was performed in New York, these reports themselves explicitly state that they were “[p]repared by [New York-based] Access International Advisors, Inc. for Access International Advisors Limited.” (Pergament Decl. Exs. 149 at 2; 150 at 2, 10-13; 151 at 2, 14– 19.) If Access’s New York office had not performed these analyses and generated reports on BLMIS’s activities for AIA Ltd., AIA Ltd. would have had to perform those activities itself. But with no employees, it is obvious that AIA Ltd. could not have done so. Nor could it meet its obligations to introduce prospective clients to Luxalpha, or meet its investment manager obligations to Groupement itself. These and other duties were performed by Littaye and Villehuchet, who each were present in New York for purposes of jurisdiction, and other Access principals. As such, Access’s New York office acted as the agent of AIA Ltd., and AIA Ltd. is therefore subject to the jurisdiction of the Court. See Van Egeraat, 2009 WL 1209020, at *2–4 (finding personal jurisdiction based on the presence and activities of an affiliated entity where the New York entity “renders services on behalf of the foreign corporation that . . . are sufficiently important to the foreign entity that the corporation itself would perform equivalent services if no agent were available” (internal quotations omitted)); see also Bulova, 508 F. Supp. at 1334 (courts “look to realities rather than to formal relationships” when determining jurisdiction based on parent-subsidiary relationships). Additionally, AIA Ltd. is also subject to jurisdiction because it is a mere department of Access’s New York office. AIA Ltd. was owned completely (or nearly completely) by Littaye and Villehuchet, who were also the owners of the AIA LLC and AIA Inc. entities that comprised 69
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