Although Millennium benefits from a favorable construction of its submissions in a motion pursuant to Rule 12, it also bears the burden of proving a prima facie case for jurisdiction over Dakota in order to survive a motion to dismiss. Dimensional, 42 F. Supp.2d at 317; Pilates, Inc. v. Pilates Inst., Inc., 891 F. Supp. 175, 178 (S.D.N.Y. 1995); Nat'l Cathode Corp. v. The Mexus Co., 855 F. Supp. 644, 646 (S.D.N.Y. 1994). Millennium, however, will "be found to have met [its] burden even if the moving party makes contrary allegations that place in dispute the factual basis of [its] prima facie case."

Citigroup's burden at this stage of the proceedings is to establish a prima facie case for jurisdiction over City Holding and City National. See Beacon Enters., Inc. v. Menzies, 715 F.2d 757, 768 (2d Cir. 1983); Pilates, Inc. v. Pilates Institute, Inc., 891 F. Supp. 175, 178 (S.D.N.Y. 1995). The facts gleaned from the pleadings and affidavits are to be construed in the light most favorable to Citigroup.

Furthermore, where, as in this case, discovery has not even commenced on this issue, plaintiffs are entitled to rely on mere factual allegations to make their prima facie showing of jurisdiction. See Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir.), cert. denied, 498 U.S. 854, 111 S.Ct. 150, 112 L.Ed.2d 116 (1990); Executive Telecard, Ltd. v. Engelman, No. 95 Civ. 9505, 1996 WL 191967, at *2 (S.D.N Y Apr. 19, 1996); Pilates, Inc. v. Pilates Inst., Inc., 891 F. Supp. 175, 177 (S.D.N.Y. 1995); Palmieri v. Estefan, 793 F. Supp. 1182, 1186 (S.D.N.Y. 1992); Kinetic Instruments, Inc. v. Lares, 802 F. Supp. 976, 981 (S.D.N.Y. 1992). Matters outside the pleadings, however, may also be considered in resolving a motion to dismiss for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2) without converting it into one for summary judgment.

The burden on Mattel at this stage of the proceedings is to establish aprima facie case of personal jurisdiction. See Beacon Enters., Inc. v. Menzies, 715 F.2d 757, 768 (2d Cir. 1983); Pilates, Inc. v. Pilates Inst., Inc., 891 F. Supp. 175, 178 (S.D.N.Y. 1995). The facts gleaned from the pleadings and affidavits are to be construed in the light most favorable to Mattel.

Because a motion to dismiss for lack of personal jurisdiction “is inherently a matter requiring the resolution of factual issues outside of the pleadings ... all pertinent documentation submitted by the parties may be considered in deciding the motion.” Pilates, Inc. v. Pilates Inst., 891 F.Supp. 175, 178 n. 2 (S.D.N.Y.1995) (internal quotes omitted). It is therefore proper for the Court to consider the parties' affidavits.

When deciding whether a transfer serves the convenience of the parties and the interest of justice, courts consider, among other things, (1) the convenience of the witnesses, (2) the convenience of the parties, (3) the locus of operative facts, (4) the availability of compulsory process to compel the attendance of unwilling witnesses, (5) the location of relevant documents and relative ease of access to sources of proof, (6) the relative familiarity of the courts with the governing law, (7) and the weight accorded to plaintiff's choice of forum. See, e.g., Pilates, Inc. v. Pilates Inst., Inc., 891 F. Supp. 175, 183 (S.D.N.Y. 1995);Nabisco, 2000 WL 1677935, at *2. The party seeking transfer bears the burden of demonstrating that these factors weigh in favor of transfer.Pilates, 891 F. Supp. at 183; U.S. Fidelity Guar. Co., 800 F. Supp. at 1080 (citing Factors, Etc. v. Pro Arts, Inc., 579 F.2d 215, 218-19 (2d Cir. 1978)).

Furthermore, where, as in this case, discovery has not commenced on this issue or any other, plaintiff is entitled to rely on mere factual allegations to make its prima facie showing of jurisdiction. See Ball v. Metallurgie Hoboken-Overpelt, S.A., 902 F.2d 194, 197 (2d Cir.), cert. denied, 498 U.S. 854, 111 S.Ct. 150, 112 L.Ed.2d 116 (1990); Rothschild 923 F. Supp. at 436; Executive Telecard, Ltd. v. Engelman, No. 95 Civ. 9505, 1996 WL 191967, at *2 (S.D.N.Y. Apr. 19, 1996); Pilates, Inc. v. Pilates Inst., Inc., 891 F. Supp. 175, 177 (S.D.N.Y. 1995); Palmieri v. Estefan, 793 F. Supp. 1182, 1186 (S.D.N.Y. 1992); Kinetic Instruments, Inc. v. Lares, 802 F. Supp. 976, 981 (S.D.N.Y. 1992). Matters outside the pleadings, however, may also be considered in resolving a motion to dismiss for lack of personal jurisdiction pursuant to Fed.R.Civ.P. 12(b)(2) without converting it into one for summary judgment.

(1) the convenience of witnesses; (2) the location of relevant documents and relative ease of access to sources of proof; (3) the convenience of the parties; (4) the locus of the operative facts; (5) the availability of process to compel the attendance of unwilling witnesses; (6) the relative means of the parties; (7) the forum's familiarity with the governing law; (8) the weight accorded the plaintiff's choice of forum; and (9) trial efficiency and the interests of justice, based on the totality of the circumstances. Id. (quoting Pilates, Inc. v. Pilates Inst., 891 F.Supp. 175, 183 (S.D.N.Y. 1995)).

Plaintiff argues that he "would not have known about the Defendants' business" but for that advertising, id., and therefore that defendants' activities on Roosevelt Island should be "regarded as constituting a substantial part of events giving rise to the claim." Id. at 1-2 (quoting Pilates, Inc. v. Pilates Institute, Inc., 891 F.Supp. 175, 181 (S.D.N.Y. 1995)).

Plaintiff argues that he "would not have known about the Defendants' business" but for that advertising, id., and therefore that defendants' activities on Roosevelt Island should be "regarded as constituting a substantial part of events giving rise to the claim." Id. at 1-2 (quoting Pilates, Inc. v. Pilates Institute, Inc., 891 F.Supp. 175, 181 (S.D.N.Y. 1995)).