The opinion of the court was delivered by: Eduardo C. Robreno, J.
1. Plaintiff's Background..........................3
2. Winfrey's Background ...........................4
3. Background of OWLAG.............................5
4. Plaintiff's Employment Relationship with OWLAG..6
5. Allegations of Abuse of OWLAG Students..........7
6. Winfrey's Response to the Events at OWLAG.......11
i. October 20, 2007 Meeting...................12
ii. November 5, 2007 Press Conference..........12
7. Aftermath of Winfrey's Comments ................13
B. Procedural History...................................14
A. Summary Judgment Standard............................15
B. Choice of Law Analysis...............................17
1. Pennsylvania versus Illinois....................22
i. Defamation ................................23
ii. False Light................................31
iii. Intentional Infliction of Emotional Distress...................................31
2. Pennsylvania versus South Africa................32
i. Defamation ................................32
ii. False Light................................35
iii. Intentional Infliction of
3. Pennsylvania Law is Consistent with Due Process.36
C. Defamation Analysis..................................38
1. Pennsylvania Defamation Law.....................39
2. Analysis under Pennsylvania Law.................44
i. Capable of Defamatory Meaning..............45
ii. Of and Concerning Plaintiff................46
iii. Specific Statements at Issue...............48
a. October Meeting.......................49
(1) Actionable statements.............49
(2) Non-actionable statements.........70
b. November Press Conference.............71
(1) Actionable statements.............71
(2) Non-actionable statements.........84
3. First Amendment Implications....................88
i. Plaintiff's Status as a Public Figure......89
ii. Actual Malice.............................107
D. False Light Analysis................................120
E. Intentional Infliction of Emotional Distress Analysis............................................123
Plaintiff Lerato Nomvuyo Mzamane ("Plaintiff") brings this action for defamation, and related causes of action, stemming from comments made by Oprah Winfrey ("Winfrey") regarding Plaintiff's performance as headmistress of the Oprah Winfrey Leadership Academy for Girls ("OWLAG"). Plaintiff claims that she suffered significant damage to her professional reputation as a result of Winfrey's comments.
Before the Court is Defendants' motion for summary judgment. The Court concludes that, after a conflict of laws analysis, Pennsylvania law applies to Plaintiff's substantive claims. The Court further concludes that under Pennsylvania law certain of the statements made by Winfrey at a meeting with parents of OWLAG students in October 2007 and at a news conference in November 2007, are capable of defamatory meaning and "of and concerning" Plaintiff, that under First Amendment law Plaintiff is a limited public figure, but that if believed by the jury, Plaintiff has pointed to sufficient evidence in the record to satisfy the clear and convincing evidence standard for actual malice. Accordingly, Plaintiff's claims for defamation and false light will proceed to the jury, however, judgment will be entered in Defendants' favor as to Plaintiff's claims for intentional infliction of emotional distress.
1. Plaintiff's Background
Plaintiff was born in Teyateyaneng, Lesotho*fn1 in 1969 and in 1990 graduated from the University of Jos in Nigeria with a bachelor's degree in special education. (Am. Compl. ¶¶ 9-10.) In 1992, she obtained a Master's Degree from St. Michael's College in Colchester, Vermont, during which time she earned her MEd in Curriculum Development and Instruction as well as her K-6 Teaching License. (Id. ¶ 10.) From 1992 to 1995, Plaintiff taught the fourth grade class at Beverly J. Martin Elementary School in Ithaca, New York. (Id. ¶ 13.) Plaintiff was accepted into Cornell University's doctoral program in education in 1995.
(Id. ¶ 14.) Plaintiff studied Educational Administration, however, she ultimately did not earn a PhD. (Lerato Nomvuyo Mzamane Dep. 385:5-12, Aug. 24, 2009.)
From 2000 through 2004, Plaintiff worked as Vice Principal, Dean of Faculty and Academic Dean at Germantown Friends Lower School in Philadelphia ("Germantown"), and was promoted to Assistant Head of School for Operations for Germantown in 2004. (Am. Compl. ¶¶ 16-17.) Plaintiff continued her employment at Germantown until December 2006, at which time she accepted a position as a Consultant for Learner Education and Development at OWLAG. (Id. ¶ 18.)
Winfrey is the founder of co-defendants Harpo Productions, Inc. and Harpo, Inc. (collectively, "Harpo"). She is the creator and host of The Oprah Winfrey Show, which is a syndicated television program that is produced by Harpo and appears on local television stations throughout the United States and the world. The Oprah Winfrey Show has been rated the number one television show in American television for twenty-four seasons. (Oprah Winfrey Dep., 18:12-14, Oct. 6, 2009.) Winfrey is involved intimately in running the operations of Harpo, which focuses on media and communications, including television, radio, and a magazine. (Id. at 15:17-22.) In 2009, Winfrey was named by Time Magazine as one of the 100 most influential people in the world. See The Time 100: The World's Most Influential People, Time Magazine, May 11, 2009.
OWLAG is a private academy opened by Winfrey in South Africa, and run by the Oprah Winfrey Leadership Academy Foundation (the "Foundation"). OWLAG provides education for children from impoverished families. (Winfrey Dep. 12:3-13:6.) OWLAG began as a partnership between the Foundation and the government of South Africa. (Id. 18:23-19:3.) OWLAG has 28 buildings on a 52-acre campus in a small town called Henley-onKlip near Johannesburg, South Africa. The annual operating costs for OWLAG are approximately $10,000,000. These costs are funded by the Foundation. Winfrey herself was involved with multiple aspects of the planning at OWLAG, such as the architecture and construction of the school. (Id. 14:13-15.)
At OWLAG, students live in dormitories on the school's campus and are supervised by employees present in the dorms (the "Dorm Parents") at the conclusion of the students' academic day. At the time OWLAG opened it did not have Dorm Parents in place. (Id. 37:7-17.) Winfrey herself was not involved with the hiring of the Dorm Parents. (Id. 37:10-17.)
The school opened on January 2, 2007, with an approximate enrollment of 150 seventh and eighth grade female students. (J. Samuel Decl. ¶ 2.) The opening of OWLAG attracted media attention, including coverage by the Philadelphia Inquirer and CNN. (See Defs.' Mot. Summ. J. Ex. C.)
4. Plaintiff's Employment Relationship with OWLAG
According to Plaintiff, at the time she accepted the consultancy position at OWLAG in December 2006, her understanding was that she would be mentored by the Interim Head of Academy, Joan Countryman, and would ascend to the position of the Head of Academy at some point in 2008. (Am. Compl. ¶¶ 22-23.) Plaintiff entered into her employment agreement for the consultancy position on December 28, 2006, however, within several days of her arrival in South Africa, she was appointed to the position of the Head of Academy ("Headmistress") in place of Ms. Countryman. (Id. ¶ 23.) Plaintiff entered into a written employment contract with the Foundation, which provided a fixed term of employment from January 11, 2007 to December 31, 2007. (Defs.' Mot. Summ. J. Ex. D.)
As Headmistress, Plaintiff's "charge was to be responsible for the girls and the curriculum and the residential life of the girls at the school." (Winfrey Dep. 49:9-11.) Plaintiff was responsible, along with another OWLAG employee (Sonya Anderson), for hiring the Dorm Parents. Plaintiff's duties did not include media or public relations obligations related to the administration of OWLAG.
Plaintiff asserts that throughout her tenure as Headmistress she was in constant contact with Winfrey, as well as representatives of Harpo and members of the Foundation. Plaintiff contends that the substance of these communications included general administration of OWLAG, planning for OWLAG events, the progress of individual OWLAG students, and interactions with parents of OWLAG students. (Am. Compl. ¶ 24.)
As Headmistress, Plaintiff was also responsible for dealing with complaints from OWLAG students, specifically complaints about their interaction with the Dorm Parents. Plaintiff contends that she would often hear grievances from students about their treatment by Dorm Parents. After considering the merits of the complaints, Plaintiff would often instruct the respective Dorm Parent to apologize to the students and discuss the substance of the complaints with the students. (Mzamane Dep. 32:7-15.)
5. Allegations of Abuse of OWLAG Students
At some point during the period of April - June 2007, Plaintiff received a letter from several OWLAG students complaining of the treatment by one of the Dorm Parents, Tiny Makopo ("Makopo").*fn2 (Id. 32:2-4.) Plaintiff claims that she confronted Makopo with the letter and instructed her to apologize to the students under her supervision. (Id. 32:5-24.) No media coverage ensued at the time this event occurred.
On September 27, 2007, the South African Newspaper Sowetan published an article (the "Sowetan Article") which reported on the departure of a student, Aviwe Mncwabe ("Mncwabe"), from OWLAG. (Am. Compl. Ex. B.) The Sowetan Article stated that Mncwabe characterized her experience at OWLAG as a "nightmare" and quoted Mncwabe's mother as saying that her daughter "suffered emotional abuse" while attending the school. (Id.) The Sowetan Article also recounted statements by Mncwabe's mother claiming that she complained to the administrators at OWLAG concerning abusive treatment by an unidentified Dorm Parent. (Id.) Mncwabe's mother was quoted in the Sowetan Article to say: "I spoke to the principal and she promised to look into the problem but never did. When I confronted her about it, it became clear to me that she was supporting her staff and I had no choice but to pull her out of the school." (Id.)*fn3
Plaintiff acknowledges that prior to publication of the Sowetan Article, Mncwabe had complained of being homesick and wanting to leave OWLAG, and that a teleconference was held on September 13, 2007, with Mncwabe's parents concerning the student's desire to leave OWLAG. Plaintiff contends that she did have a conversation with Mncwabe's mother concerning complaints about treatment by a particular Dorm Parent (Nomvula Zulu), but that none of the complaints discussed involved physical or sexual abuse by a Dorm Parent. (See Mzamane Dep. 163-64.)
In September 2007, another OWLAG student, identified for purposes of confidentiality only as "B.L.," met with Plaintiff and expressed concerns about the treatment she was receiving from Dorm Parent Makopo.*fn4 Plaintiff recognized that B.L. was having difficulty expressing her problems to Plaintiff, and therefore, Plaintiff encouraged B.L. to speak with the school's psychologist and/or social worker. Plaintiff contends that B.L. never suggested to her that Makopo had subjected B.L. to any type of physical or sexual abuse during this meeting.
On October 1, 2007, Plaintiff left South Africa for the United States to participate in various meetings related to the administration of OWLAG, including a meeting with Winfrey to discuss applicants for the incoming classes at OWLAG. During Plaintiff's absence, complaints began to surface from students regarding abusive treatment by Dorm Parent Makopo.
On October 1, 2007, one of the OWLAG staff members, Ifunaya "Funa" Maduka met with a group of seven students who complained of abusive treatment by Makopo and stated that they witnessed Makopo sleeping in the same bed with an OWLAG student.
(I. Maduka Decl. ¶ 2.) This information was relayed to John Samuel ("Samuel"), Chief Executive Officer of OWLAG. Samuel held a meeting with approximately fifteen students on October 3, 2007, during which the students expressed concerns of unfair treatment by the Dorm Parents. (J. Samuel Decl. ¶ 7.) After receiving this information, Samuel spoke with the school psychologist, Lerato Mabenge, who stated that she was aware of certain evidence indicating acts of sexual abuse by Dorm Parent Makopo. (Id. ¶ 8.)*fn5
On October 6, 2007, Samuel alerted Winfrey to the allegations of abuse, and they agreed that the authorities should be informed. (Id. ¶ 9.)*fn6 Samuel contacted the South African authorities concerning the allegations of abuse on October 8, 2007. (Id.)*fn7 Following a criminal investigation by the South African police, Makopo was arrested and charged with child abuse.
6. Winfrey's Response to the Events at OWLAG
On October 8, 2007, Plaintiff attended a meeting with Winfrey in Chicago. This meeting was originally scheduled to allow Winfrey and Plaintiff to discuss applicants for the incoming classes of students at OWLAG. During this October 8, 2007 meeting, Winfrey informed Plaintiff that she would be placed on administrative leave with pay pending an internal investigation of the alleged misconduct at OWLAG. (Mzamane Dep. 14:10-12.) The parties dispute whether Plaintiff was allowed an "opportunity to talk at that meeting." (See id. 57:17-58:22.) Plaintiff subsequently was informed that her employment contract would not be renewed upon its expiration on December 31, 2007.
On October 17, 2007, Samuel released a public statement on behalf of OWLAG which stated that OWLAG was conducting an internal investigation into the allegations of abuse. (Defs.' Mot. Summ. J. Ex. C-15.) This public statement specifically declared the following with respect to Plaintiff's involvement in the internal investigation: "[i]n order to ensure an impartial investigation, the Head of Academy and the Academy Administration mutually agreed she would take a paid leave of absence. The Head of Academy is not the subject of the allegation of misconduct." (Id.) Winfrey released a personal statement in conjunction with OWLAG's public statement which provided: "[n]othing is more serious or devastating to me than an allegation of misconduct by an adult against any girl at the academy. I will do everything in my power to ensure their safety and well-being." (Id.)
The release of this public statement, along with the dismissal of Makopo from OWLAG, generated significant attention from the international media. (L. Halliday Decl. ¶ 11.)
i. October 20, 2007 Meeting
On October 20, 2007, a meeting was held in South Africa between Winfrey and the parents of OWLAG students in order to discuss the abuse allegations and corresponding internal investigation (the "October Meeting"). The October Meeting was a private meeting between Winfrey and the students' parents regarding the mistreatment of the students by the Dorm Parents.*fn8
Plaintiff contends that several statements, set forth in detail below, made at the October Meeting address Plaintiff's knowledge and/or involvement in the misconduct and form the basis for her defamation claim.
ii. November 5, 2007 Press Conference
Winfrey held a press conference on November 5, 2007 (the "November Press Conference"). The November Press Conference was structured as a teleconference in which reporters located in South Africa asked questions to Winfrey, who was located in Chicago. The November Press Conference was available electronically at Harpo's website until May 2009. Plaintiff asserts that several statements made by Winfrey, set forth in detail below, during the November Press Conference were defamatory.
7. Aftermath of Winfrey's Comments
Significant media coverage of the controversy at OWLAG ensued following the November Press Conference. In Plaintiff's view, the media coverage portrayed her in a negative light with respect to her supposed role in the physical and sexual abuse by the Dorm Parents uncovered at OWLAG. On November 8, 2007, Plaintiff issued a press statement which stated that she had no knowledge of the alleged abuse and did not take any action to cover-up such abuse (the "Press Release"). The Press Release, in its entirety, states:
I was greatly shocked and deeply saddened when I recently heard of the allegations of abuse at the Academy. My prayers and heart go out to the children and families experiencing the trauma, and to the entire school community.
Unfortunately, in the understandable and shared shock, the response to this terrible crisis has involved false allegations made about me. Contrary to reports, I had no knowledge of this abuse. I did not and would never participate in any such cover up. As the head of academy, my track record has been of one who acted decisively and in the best interests of the child where there was even a hint of inappropriate speech or action on campus.
With two decades of experience across the African continent and the United States working with children and schools, and drawing on the lessons of parenthood, I did everything I could to build an open school community where the child's voice was honored and where youthful frivolity lived side by side with an intense focus on academics. I have always been and will always be a passionate advocate for children and their families, and a South African patriot devoted to participating in the important work of nation-building through education.
I care deeply for the students at the Academy and their families. As I have told these marvelous young ladies many times, they are some of the most phenomenal people who have ever graced this earth. (Defs.' Mot. Summ. J. Ex. D-19.)
Plaintiff alleges that as a result of the highly publicized statements by Winfrey regarding the alleged abuse, she was precluded from finding employment in the educational field until August 2008, at which time she obtained a temporary consultancy position with Bridge International Academy in South Africa. (Mzamane Dep. 8:8-12.) As of November 2008, Plaintiff's position at Bridge International Academy became permanent. (Id.)
On October 3, 2008, Plaintiff filed a complaint in the Court of Common Pleas of Philadelphia County. On October 10, 2008, Defendants removed the action to this Court based upon diversity of citizenship. Plaintiff filed an amended complaint on February 2, 2009, in which she alleged claims for defamation, false light, and intentional infliction of emotional distress.
Defendants filed a motion for summary judgment and a hearing was held before this Court on December 16, 2009. After permitting supplemental briefing by the parties as to certain issues, Defendants' motion for summary judgment is now ripe for adjudication.
Plaintiff's claims for defamation, false light, and intentional infliction of emotional distress are based on a series of allegedly defamatory statements made by Winfrey at the October Meeting and the November Press Conference. The Court will address each claim in turn.
A. Summary Judgment Standard
Pursuant to Federal Rule of Civil Procedure 56(c), a motion for summary judgment will be granted, drawing all inferences in favor of the nonmoving party, where "the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c); accord Saldana v. Kmart Corp., 260 F.3d 228, 231-32 (3d Cir. 2001). The "mere existence" of disputed facts is insufficient to defeat a motion for summary judgment, rather a showing of a genuine issue regarding a material fact is required. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986) (emphasis added). A factual dispute is deemed to be "material" where its resolution might affect the outcome of the case pursuant to the applicable law. Id. at 248 ("As to materiality, the substantive law will identify which facts are material.").
In order to find that a "genuine" dispute exists, there must be a sufficient evidentiary basis that would allow a reasonable fact finder to return a verdict in favor of the non-moving party. Id. at 248; see Pignataro v. Port Auth. of N.Y. and N.J., 593 F.3d 265, 268 (3d Cir. 2010). All inferences must be drawn in the light most favorable to the nonmoving party. Pa. Prot. & Advocacy, Inc. v. Pa. Dep't of Pub. Welfare, 402 F.3d 374, 379 (3d Cir. 2005) ("We are required to review the record and draw inferences in a light most favorable to the nonmoving party . . . yet the nonmoving party must provide admissible evidence containing 'specific facts showing that there is a genuine issue for trial.'") (quoting Fed. R. Civ. P. 56(e)).
It is inappropriate at the summary judgment stage for a court to resolve factual disputes or make credibility determinations, however, a court is not required "to turn a blind eye to the weight of the evidence." Big Apple BMW, Inc. v. BMW of N. Am., Inc., 974 F.2d 1358, 1363 (3d Cir. 1992); Matsushita Elec. Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986) (noting that the party opposing summary judgment "must do more than simply show that there is some metaphysical doubt as to the material facts") (internal citation omitted). Summary judgment is appropriate where the non-moving party only presents evidence that is "colorable" or "not significantly probative." Anderson, 477 U.S. at 249-50; see Petruzzi's IGA Supermarkets, Inc. v. Darling-Del. Co., Inc., 998 F.2d 1224, 1230 (3d Cir. 1993) (recognizing that the non-moving party must provide more than a "mere scintilla" of evidence, but is not required to match each item of evidence relied upon by the moving party).
Upon a showing by the moving party that the claims of the non-moving party cannot be supported by the available evidence, the non-moving party must go beyond the allegations contained in the complaint and through the use of its "own affidavits, or by the depositions, answers to interrogatories, and admissions on file, designate specific facts showing that there is a genuine issue for trial." Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986) (internal quotations omitted). "Such affirmative evidence - regardless of whether it is direct or circumstantial - must amount to more than a scintilla, but may amount to less (in the evaluation of the court) than a preponderance." Saldana, 260 F.3d at 232 (quoting Williams v. Borough of W. Chester, 891 F.2d 458, 460-61 (3d Cir. 1989)).
B. Choice of Law Analysis
It is beyond cavil that the conflict of laws rules of the forum state apply when a federal court exercises diversity jurisdiction. Kaneff v. Del. Title Loans, Inc., 587 F.3d 616, 621 (3d Cir. 2009) (internal citations omitted). Therefore, as this Court sits in Pennsylvania, it will apply Pennsylvania's choice of law rules.
Pennsylvania employs a two-step hybrid framework to choice of law questions. See Atl. Pier Assocs., LLC v. Boardakan Rest. Partners, 647 F. Supp. 2d 474, 486-87 (E.D. Pa. 2009) (discussing Pennsylvania's approach to conflict of laws issue) (internal citation omitted). Under the first step of this analysis, the Court must determine whether a real conflict exists between the respective laws. Hammersmith v. TIG Ins. Co., 480 F.3d 220, 230 (3d Cir. 2007). A real conflict exists only where the application of each state's substantive law produces a contrary result. Id. If the same result would ensue under the laws of the forum state and those of the foreign jurisdiction, then no conflict exists, and the court may avoid the choice of law question altogether. Id.; see Berg Chilling Sys., Inc. v. Hull Corp., 435 F.3d 455, 462 (3d Cir. 2006) (finding that where applying the laws of both jurisdictions would produce an identical result, a court should not engage in a choice of law analysis) (citing Williams v. Stone, 109 F.3d 890, 893 (3d Cir. 1997)).
Where a conflict exists, a court must proceed to the second step of the conflict inquiry to determine whether the conflict is "true," "false," or "unprovided for." Hammersmith, 480 F.3d at 230. A "true" conflict exists where both states have a cognizable interest in applying their own law. Id. A "false" conflict exists when only one state has an actual interest in applying its law. Id. The situation is "unprovided for" when neither state has an interest in applying its own law. Id. at n.9. Where a false conflict or "unprovided for" situation exists, the Court's inquiry is at an end and the law of the forum applies. It is only necessary to proceed to a "deeper" choice of law analysis where a true conflict exists, i.e., the interests of both of the respective states would be impaired by application of the other's law. Id. at 230 (citing Cipolla v. Shaposka, 267 A.2d 854, 856 (Pa. 1970) (emphasis in original)).
Upon finding that a true conflict exists, the Court must then determine "which state has the greater interest in the application of its law." Id. at 231. This analysis consists of combining "the approaches of both [the] Restatement II (contacts establishing significant relationships) and 'interest analysis' (qualitative appraisal of the relevant States' policies with respect to the controversy).'" Id. (citing Melville v. Am. Home Assurance Co., 584 F.2d 1306, 1311 (3d Cir. 1978)). In the end, a court does not merely count the number of contacts between the forums and compare; rather the court must "weigh the contacts on a qualitative scale according to their relation to the policies and interests underlying the [particular] issue." Id. (citing Shields v. Consol. Rail Corp., 810 F.2d 397, 400 (3d Cir. 1987)).
Turning to the choice of law question before the Court, there are three potential forums whose law could control the instant dispute: South Africa, Pennsylvania, and Illinois.*fn9 As the law of South Africa implicates considerations of international law unique to a separate sovereign, Federal Rule of Civil Procedure 44.1 must be addressed before proceeding to the conflict analysis.
Rule 44.1 controls the application of foreign law in federal court. It provides:
A party who intends to raise an issue about a foreign country's law must give notice by a pleading or other writing. In determining foreign law, the court may consider any relevant material or source, including testimony, whether or not submitted by a party or admissible under the Federal Rules of Evidence. The court's determination must be treated as a ruling on a question of law.
Fed. R. Civ. P. 44.1. While this rule empowers a district court with the authority to determine applicable foreign law, it imposes no obligation on the court to inquire into foreign law sua sponte. See Bel-Ray Co., Inc. v. Chemrite Ltd., 181 F.3d 435, 440 (3d Cir. 1999) (stating that Rule 44.1 "provides courts with broad authority to conduct their own independent research to determine foreign law but imposes no duty upon them to do so"); Integral Res. Ltd. v. Istil Group, Inc., 155 F. App'x 69, 73 (3d Cir. 2005) (non-precedential opinion) (finding that the district court was not required to consider the law of Pakistan sua sponte).
Under Rule 44.1, it is incumbent upon the parties to "carry both the burden of raising the issue that foreign law may apply in an action, and the burden of adequately proving foreign law to enable the court to apply it in a particular case." BelRay, 181 F.3d at 440 (citing Whirlpool Fin. Corp. v. Sevaux, 96 F.3d 216, 221 (7th Cir. 1996)). Therefore, where the parties do not satisfy both of these burdens, the law of the forum will apply. See id. at 441 (finding that where a litigant failed to raise the issue of whether South African contract law applied and failed to provide any evidence as to the substance of that foreign law, it was appropriate to apply the law of the forum); Walter v. Neth. Mead N.V., 514 F.2d 1130, 1137 n.14 (3d Cir. 1975) (concluding that although the law of the Netherlands ostensibly applied, where a party did not conclusively establish the foreign law, the court should assume it is consistent with the law of the forum).
Here, initially, neither party raised the issue of the applicability of South African law to Plaintiff's claims. Rather, both parties argued vigorously against application of South African law to the instant dispute. The Court, however, raised the issue to the parties at the hearing on summary judgment and ordered additional briefing on the topic. The Court will accept these submissions as adequate in order to address the conflict of laws issue.*fn10 Thus, the Court proceeds to ...