MEMORANDUM OPINION AND ORDER

CASTILLO, District Judge.

[*1]  This action is one of the many suits brought against Lloyd’s of London by U.S. investors or former investors. The circumstances surrounding these suits against Lloyd’s are more fully set forth in Bonny v. Society of Lloyd’s, 3 F.3d 156, 158-59 (7th Cir. 1993); see also generally Ashenden v. Lloyd’s of London, 934 F. Supp. 992 (N.D. Ill. 1996). The plaintiffs here are Illinois residents who are or were Members of Lloyd’s and who allege that Lloyd’s fraudulently induced them to invest in high-risk insurance syndicates in the Lloyd’s market. Presently pending before the court is Lloyd’s motion to dismiss for improper venue based on a forum selection clause included in Lloyd’s membership contracts with the plaintiffs. For the following reasons, we grant the motion to dismiss.

RELEVANT FACTS

The plaintiffs in this action are all Illinois residents who are current or former members of Lloyd’s of London and investors in Lloyd’s insurance syndicates. [FN1] The plaintiffs, who were solicited in Illinois by Lloyd’s Member Agents, allege that they were induced by Lloyd’s to make extremely risky investments without being apprised of that risk.

FN1. Since this motion was filed, 36 of the plaintiffs have settled with Lloyd’s and have been dismissed from the case. This Order applies only to the remaining nine plaintiffs’ claims.

As part of obtaining or retaining their membership in Lloyd’s, each plaintiff signed an agreement with Lloyd’s called a General Undertaking. See Def.’s Br. in Supp. of Mot. Dismiss, Ex. A, ¶ 7. The General Undertaking specified that any dispute arising out of their membership in Lloyd’s or their investments in a Lloyd’s syndicate must be litigated in England, and would be governed by English law. Id.; see also Mot. to Dismiss, Ex. B (General Undertaking), ¶ 2.2.

The plaintiffs originally brought this action in the Circuit Court of Cook County, Illinois, alleging violations of the Illinois Securities Act by Lloyd’s and certain Member’s Agents. In their nine count complaint, the plaintiffs allege that Lloyd’s sold unregistered securities, failed to register its securities, failed to register itself as a dealer of securities, and failed to file an application to register as a dealer. In addition, the plaintiffs allege that Lloyd’s’ sale of securities worked a fraud on investors, that Lloyd’s made material misrepresentations and omissions in the sale of securities, that Lloyd’s employed a scheme to defraud investors, that Member’s Agents engaged in fraudulent business practices while acting as investment advisors, and that Lloyd’s violated the Illinois Consumer Fraud and Deceptive Business Practices Act.

Lloyd’s removed this action to the United States District Court, and we denied the plaintiffs’ motion to remand. See Ashenden v. Lloyd’s of London, 934 F. Supp. 992 (N.D. Ill. 1996). Lloyd’s now moves to dismiss for improper venue pursuant to Federal Rule of Civil Procedure 12(b)(3), based on the forum selection clause contained in the General Undertaking and the doctrine of forum non conveniens.

LEGAL STANDARDS

A motion to dismiss based on a forum selection clause is properly brought under Federal Rule of Civil Procedure 12(b)(3). Frietsch v. Refco, Inc., 56 F.3d 825, 830 (7th Cir. 1995). In deciding a 12(b)(3) motion, “the court may examine facts outside the complaint in order to determine if venue is proper.” Karlberg European Tanspa, Inc. v. JK-Josef Kratz Vertriebsgeselischaft MbH, 699 F. Supp. 669, 670 (N.D. Ill. 1988); see also Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 324 (9th Cir. 1996). Indeed, motions based on forum selection clauses often apply summary judgment standards, and thus the Court does not pass on the truth or merit of the allegations. See Argueta, 87 F.3d at 324; Bank Melli Iran v. Pahlavi, 58 F.3d 1406, 1408 (9th Cir. 1995). Generally, plaintiffs have the burden of establishing proper venue. First Financial Leasing Corp. v. Hartge, 671 F. Supp. 538, 542 (N.D. Ill. 1987).

ANALYSIS

THE FORUM SELECTION CLAUSE

[*2]  The primary basis for Lloyd’s’ motion to dismiss is the forum selection clause included in the General Undertaking agreement entered into by Lloyd’s and each of the plaintiffs. Lloyd’s argues that the forum selection clause specifying English courts must be enforced, and this lawsuit dismissed for improper venue. The plaintiffs assert that venue is proper in Illinois because the forum selection clause is unenforceable for two reasons. They first contend that enforcement of the clause would violate important policies behind Illinois’ securities laws and would deprive them of substantive rights under Illinois law. The plaintiffs also argue that Illinois law allows them to void their membership agreements with Lloyd’s, and that this would necessarily void the forum selection clause as well. We address these arguments in turn.

A. The Forum Selection Clause Is Not Unreasonable

The enforceability of forum selection clauses in international agreements is governed by M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972), in which the Supreme Court held that forum selection clauses are “prima facie valid and should be enforced” unless shown to be unreasonable under the circumstances. As construed by the Seventh Circuit in Bonny, forum selection clauses are “unreasonable” only:

(1) if their incorporation into the contract was the result of fraud, undue influence or overweening bargaining power; (2) if the selected forum is so ‘gravely difficult and inconvenient that [the complaining party] will for all practical purposes be deprived of its day in court’ … ; or (3) if enforcement of the clauses would contravene a strong public policy of the forum in which the suit is brought, declared by statute or judicial decision.

Bonny v. Society of Lloyd’s, 3 F.3d 156, 160 (7th Cir. 1993) (citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 591 (1991) and The Bremen, 407 U.S. at 12-13, 15, 18).

The plaintiffs assert that the forum selection and choice of law clauses contained in the General Undertaking are unreasonable under the third of these principlesؙthat enforcement would contravene a strong public policy of the original forum—because the application of English law would undermine the plaintiffs’ substantive rights under Illinois’ securities laws, thereby violating Illinois public policy. The fundamental flaw with the plaintiffs’ assertions is that the Seventh Circuit addressed and dismissed similar arguments while enforcing identical forum selection and choice of law clauses in Bonny.

In Bonny, the plaintiffs complained that Lloyd’s forum selection and choice of law clauses operated as a prospective waiver of statutory remedies for federal securities law violations. Bonny, 3 F.3d at 159. The court noted that because of the anti-waiver provisions in the securities laws, allowing “Lloyd’s to avoid liability for putative violations … would contravene important American policies unless remedies available in the selected forum do not subvert the public policy of that Act.” Id. at 161. The court found, however, that a variety of possible remedies would be available to the plaintiffs under English law, including common law actions for fraud, rescission, breach of fiduciary duty and breach of contract, in addition to some statutory remedies. While the Lloyd’s Act of 1982 grants Lloyd’s immunity from suit in many circumstances, there is no immunity if Lloyd’s acted in bad faith--which the plaintiffs in Bonny and in this case alleged. The Seventh Circuit thus found that English law “vindicate[d] plaintiffs’ substantive rights while not subverting the United States’ policies of insuring full and fair disclosure by issuers and deterring the exploitation of United States investors.” [FN2] Id.

FN2. Other circuits have also concluded that the remedies available under English law satisfy the policies behind federal securities laws. See Roby v. Corporation of Lloyd’s, 996 F.2d 1353, 1365-66 (2nd Cir. 1993); Allen v. Lloyd’s of London, 94 F.3d 923, 929 (4th Cir. 1996); Shell v. R.W. Sturge, Ltd., 55 F.3d 1227, 1231 (6th Cir. 1995); Riley v. Kingsley Underwriting Agencies, Ltd., 969 F.2d 953, 958 (10th Cir. 1992). Indeed, no circuit addressing this issue has held English law to be inadequate.

[*3]  Bonny did not directly address this policy issue with respect to Illinois securities law claims, which were not present in that case. The plaintiffs assert that the policy behind the Illinois securities laws, unlike that behind federal securities laws, “is the prevention of unregulated sales of securities in Illinois to Illinois residents,” and that this policy would be frustrated if the forum selection clause were enforced. This description of Illinois’ policy interests is too narrow, however. Preventing unregulated sales of securities in Illinois is merely a means to an end—protecting investors—and that end is what we must focus on. In this regard, the Court believes that the ultimate policy behind Illinois securities laws is the same as that behind the federal laws. “Rule 10b-5 and the Illinois Act share similar purposes. It is a well-established principle that the objective of the Illinois Securities Act is to protect innocent investors who are induced to invest in highly speculative securities.” Norville v. Alton Bigtop Restaurant, Inc., 22 Ill. App. 3d 273, 280, 317 N.E.2d 384, 388 (5th Dist. 1974). This policy of ensuring full and fair disclosure and deterring exploitation of investors underlies both the federal and the Illinois securities laws.

Indeed, federal securities laws arguably demonstrate an even greater commitment to protecting investors than Illinois securities laws. For example, the federal securities laws have specific anti-waiver provisions preventing purchasers from waiving their statutory remedies, which make it “clear that the public policy of these laws should not be thwarted.” Bonny, 3 F.3d at 161. By comparison, Illinois securities laws have no such anti-waiver provision. To the contrary, they make non-complying sales of securities voidable at the purchaser’s option, implying that a purchaser can choose to waive his or her statutory remedies. See 815 ILCS § 5/13(A) (1996). Since federal policy supported by an anti-waiver provision is not undermined by enforcing the General Undertaking’s forum selection clause, this Court finds that Illinois policy, which is not strengthened by an anti-waiver provision, likewise is not undermined by the forum selection clause. This Court can discern no relevant differences between the policies served by the federal securities laws addressed in Bonny and those served by the Illinois securities laws at issue here. The Bonny decision thus effectively closes the door on the plaintiffs’ policy argument regarding the Illinois securities laws.

Moreover, even if this case were not effectively governed by Bonny, this Court would not find that requiring the plaintiffs to bring suit in England, under English law, contravenes the public policy of Illinois. While English law may deprive the plaintiffs of specific rights under Illinois law, the plaintiffs are not left without possible recourse. The same English remedies discussed in Bonny are presumably available to the plaintiffs here. So long as there are remedies available in England, Illinois policy will not be contravened by enforcing the forum selection clause. The mere fact that the plaintiffs will be deprived of specific rights under Illinois law will not prevent this Court from enforcing the forum selection clause. Riley v. Kingsley Underwriting Agencies, Ltd., 969 F.2d 953, 958 (10th Cir. 1992) (“The fact that an international transaction may be subject to laws and remedies different or less favorable than those of the United States is not a valid basis to deny enforcement” of forum selection clauses).

[*4]  The Seventh Circuit adopted the reasoning of the Second Circuit in this regard:

It defies reason to suggest that a plaintiff may circumvent forum selection … clauses merely by stating claims under laws not recognized by the forum selected in the agreement. A plaintiff simply would have to allege violations of his country’s tort law or his country’s statutory law or his country’s property law in order to render nugatory any forum selection clause that implicitly or explicitly required the application of the law of another jurisdiction. We refuse to allow a party’s solemn promise to be defeated by artful pleading.

Hugel v. Corporation of Lloyd’s, 999 F.2d 206, 211 (7th Cir. 1993) (quoting Roby v. Corporation of Lloyd’s, 996 F.2d 1353, 1360 (2nd Cir. 1993)). Here, although the plaintiffs chose to cast their claims as violations of state rather than federal securities laws, this “artful pleading” cannot save them from the effect of the General Undertaking’s forum selection clause. The Court holds that this forum selection clause is enforceable and is not “unreasonable” as controverting the public policy behind Illinois securities laws.

B. Illinois Law Does Not Void The General Undertaking

The plaintiffs also argue that the forum selection clause should not be given effect because their Lloyd’s memberships are voidable under Illinois securities laws. Illinois securities law requires that all securities be registered with the state before their sale, and forbids the sale of unregistered securities. 815 ILCS §§ 5/5, 5/12(A) (1996). The plaintiffs assert that the Illinois Securities Commission has already determined that memberships in Lloyd’s are securities within the definition of the Illinois act. The plaintiffs allege that Lloyd’s did not register its memberships as securities with the state before offering them for sale, and therefore have violated Illinois securities law. Since Illinois securities law allows a purchaser of securities sold in violation of the law to rescind the sale, see 815 ILCS § 5/13(A), the plaintiffs request that this Court allow them to void their memberships in Lloyd’s and rescind the General Undertaking, including its forum selection clause. Although this argument is intriguing, it fails because the plaintiffs have not met the statutory requirements to rescind their membership securities in Lloyd’s.

The Illinois securities act requires that someone who wants to void a sale of securities must give notice to the seller within six months of discovering that the sale is voidable. Id. § 5/13(B). Notice is to be given through registered or certified mail, or by personal service. Id.

The plaintiffs argue that they have complied with the notice requirements by notifying Lloyd’s through the filing and service of their complaint that they are seeking rescission. It is true that courts have allowed notice to be served in the form of a complaint where the complaint stated expressly that rescission was sought and that less than six months had passed between the time plaintiffs acquired knowledge that the sales were voidable and the filing of the complaint. See, e.g., Norville v. Alton Bigtop Restaurant, Inc., 23 Ill. App. 3d 273, 284, 317 N.E.2d 384, 391 (5th Dist. 1974). More recent cases have adhered to the pleading requirements Norville established. The court in Endo v. Albertine, 812 F. Supp. 1479, 1496 (N.D. Ill. 1993), dismissed the plaintiffs’ count seeking rescission because the complaint failed to specify that rescission was sought or that less than six months had passed since the plaintiffs acquired knowledge that the sale was voidable. Similarly, in Denten v. Merrill Lynch, Pierce, Fenner & Smith, Inc., 887 F. Supp. 176 (N.D. Ill. 1995), the plaintiff’s count seeking rescission was dismissed because it did not meet the pleading requirements: the plaintiff alleged only that she had acquired knowledge of the sale’s voidability “within the year prior to the filing of the complaint.” Id. at 180. The plaintiffs in the case before us requested rescission in their prayer for relief, but did not state when they acquired knowledge that the sales were voidable. Accordingly, the plaintiffs have not met the pleading requirements of the statute.

[*5]  If this were the only problem with the rescission argument, the plaintiffs might be able to replead their complaint to add allegations that would make out a valid claim for rescission. The rescission argument is subject to another, more fatal flaw as well, however. That flaw is in the plaintiff’s assumption that the voiding of the securities transactions themselves would necessarily entail the cancellation of the General Undertaking and its forum selection and choice of law provisions. While the Securities Department of the Illinois Secretary of State has found that “membership interests” in Lloyd’s were securities within the purview of the Illinois Securities Act, [FN3] nothing in the record supports the conclusion that the General Undertaking must be viewed as the purchase agreement for the “sale” of those “securities.” The General Undertaking itself is not an investment contract. Rather, the General Undertaking is just one of several agreements that the plaintiffs were required to enter into in order to invest in the Lloyd’s market. As was stated in a court order cited by the plaintiffs, “No Name [member of Lloyd’s] is involved in the underwriting of insurance until he or she has agreed to participate in a syndicate. It is at that point that the investment contract is entered into and the sale of a security is consummated.” See Pl.’s Mem. in Opp. to Mot. Dismiss, Ex. C, In re R.W. Sturge, Ltd, No. 94-203, Findings of Fact, Conclusions of Law, and Recommendations of the Hearing Officer, Ohio Dep’t of Commerce, Div. of Securities, at 20 (March 7, 1996). The plaintiffs have cited no cases in Illinois or elsewhere that support the voiding of a contract that is so tangentially related to the sale of securities. The only federal appeals court to consider this issue, the Sixth Circuit, dismissed the argument that the voidability of the memberships would prevent the enforcement of the forum selection clause in the General Undertaking. Shell v. R.W. Sturge, Ltd., 55 F.3d 1227, 1232 (6th Cir. 1995). In that case, the plaintiffs contended that Lloyd’s forum selection clause could not be enforced without first determining whether the contracts were void under an Ohio securities law allowing rescission that is substantially similar to Illinois law. [FN4] The court refused to entertain this argument, noting that it was “essentially another way of restating plaintiffs’ argument that enforcement of the forum selection clauses deprives plaintiffs of a hearing on the merits of their claim.” Id. This Court agrees that 815 ILCS § 5/13 does not operate to void the forum selection and choice of law provisions of the General Undertaking. Accordingly, this Court will uphold the forum selection provision, and dismiss this action for improper venue pursuant to Federal Rule of Civil Procedure 12(b)(3).

FN3. The Securities Department also found that the plaintiffs’ participation interests in the insurance syndicates that operate in Lloyd’s marketplace are securities. However, Lloyd’s of London (the only defendant here) is an entity separate and distinct from those syndicates. See our prior opinion in this case, Ashenden v. Lloyd’s of London, 934 F. Supp. 992 (N.D. Ill. 1996).

FN4. Ohio’s statute outlining the remedies for purchasers of noncomplying securities provides in pertinent part that “[e]very sale or contract for sale made in violation of Chapter 1707. of the Revised Code, is voidable at the election of the purchaser.” Ohio Rev. Code Ann. § 1707.43 (Banks-Baldwin 1996).

FORUM NON CONVENIENS

Having decided above that the forum selection clause is enforceable, this Court finds it unnecessary to rule on the forum non conveniens argument advanced in the motion to dismiss.

CONCLUSION

[*6]  For the foregoing reasons, Lloyd’s motion to dismiss for improper venue is granted. This lawsuit is hereby dismissed without prejudice to its refiling in an appropriate English court.