United States District Court, N.D. California
ORDER DENYING MOTION TO DISMISS FOR LACK OF PERSONAL
JURISDICTION AND IMPROPER VENUE AND DENYING MOTION TO
TRANSFER VENUE RE: DKT. NO. 16
C. SPERO, Chief Magistrate Judge
Niko Vuori brings this action alleging breach of contract and
misappropriation of likeness claims against Defendants
Grasshopper Capital LLC ("Grasshopper"), Ari Lewis,
and Sagar Rambhia. Defendants move to dismiss for lack of
personal jurisdiction pursuant to Federal Rule of Civil
Procedure 12(b)(2), asserting that they do not have
sufficient minimum contacts with California. Defendants also
move for dismissal in accordance with Federal Rule of Civil
Procedure 12(b)(3), contending that venue is improper in this
District. In the alternative, Defendants move to transfer
venue to the United States District Court for the Eastern
District of New York pursuant to 28 U.S.C. § 1406(a).
The Court held a hearing on February 16, 2018. For the
reasons stated below, Defendants‘ Motion is
alleges that he is a "successful entrepreneur and
investor" who has garnered a "strong reputation in
Silicon Valley and beyond for identifying and developing
cutting-edge technologies." Complaint (dkt. 1)
¶¶ 6, 18. He has launched startup companies, worked
as senior executive at Zynga, Inc., and currently serves as
an advisor to startup companies in the Bay Area. Id.
¶¶ 15-17, 19. He resides in Piedmont, California.
Id. ¶ 6. Vuori alleges that Lewis and Rambhia
are cryptocurrency investors from Jericho, New York, and that
they created Grasshopper to operate a cryptocurrency fund,
namely Grasshopper Capital Fund I LP (the "Fund"),
which was "seeded primarily with the profits from their
own previous investments." Id. ¶¶
25-26, 30-31. Adam Collins, Lewis‘s classmate at Case
Western Reserve University, has also assisted with
Grasshopper. Id. ¶ 30. Vuori alleges that
Grasshopper is a limited liability company organized under
the laws of Delaware with its principal place of business in
Jericho, New York, and that Lewis and Rambhia are the
company‘s "sole and controlling members."
Id. ¶ 7. Vuori alleges that Lewis lives in
Jericho, New York, and serves as Managing Member of
Grasshopper. Id. ¶ 8. He further alleges that
"[i]n the course of his work for Grasshopper, Lewis
traveled to San Francisco to seek advice from Vuori and
solicit investments from persons residing in the district,
trading on Vuori‘s name and reputation."
Id. Rambhia lives in Cleveland, Ohio, where he is
currently enrolled at Case Western Reserve University School
of Medicine and also serves as a Managing Member of
Grasshopper. Id. ¶ 9, 29.
alleges that he met Lewis in April 2015 and that Lewis later
wrote to Vuori on May 2, 2017, "with Rambhia copied, to
reintroduce himself and explain that he and Rambhia had
'decided to go full-time and raise a digital currency
fund.‘" Id. ¶ 34 (quoting an email
sent by Lewis to Vuori). Vuori alleges that Lewis indicated
that he and Rambhia were interested in setting up an advisory
group. Id. ¶ 38. According to Vuori, Lewis and
Rambhia sought an advisor who is "'down to
earth‘" and trustworthy, and who could facilitate
introductions to individual and institutional investors.
Id. ¶¶ 39-40 (quoting correspondence).
Vuori alleges that he and Lewis agreed during a May 15, 2017
phone call "on the previously discussed scope of work,
including Defendants‘ ability to advertise Vuori as an
advisor in order to boost Defendants‘ credibility,
access to Vuori‘s fundraising network, and
Vuori‘s general advice on Fund operation and
investments." Id. ¶ 42. With respect to
compensation, Vuori alleges that: (1) Lewis "suggested
that Vuori receive 5% of Grasshopper‘s carry"; (2)
"Vuori countered by requesting 10% of the carry to serve
as an advisor"; and (3) Lewis accepted Vuori‘s
counterproposal of 10% of the carry in exchange for serving
as an advisor. Id. ¶ 42 (quoting a conversation
alleges that he asked Lewis to "memorialize their
agreement in an e-mail" because Lewis had previously
informed Vuori that it would take "a number of weeks or
months" to draw up formal paper work. Id.
¶ 42. According to Vuori, Lewis sent Grasshopper‘s
transactional attorney, Bart Mallon, an email on May 16, 2017
to inform him that Vuori would be serving as an advisor for
Grasshopper in exchange for 10% of the fund‘s carry.
Id. ¶ 45. Lewis elaborated on the nature of
Vuori‘s role as an advisor, indicating that Vuori
"'is going to help [the Fund]‘ by
'evaluating macroeconomic trends in the cryptocurrency
market‘; '[h]elping us make buy and sell decisions
on tokens‘; '[h]elping portfolio companies when we
engage management teams‘; '[w]hen we begin to
expand, help[ing] us identify hiring needs‘"; and
by providing "'[e]motional support for the ups and
downs of running a fund.‘" Id. (quoting
correspondence) (alterations in original). Earlier that same
day, Lewis also replied to Vuori, stating that he had spoken
with his attorney and that they were "good to go on the
advisory deal." Id. ¶ 44 (quoting
correspondence). Vuori also alleges that Rambhia sent an
email on May 18, 2017 in which Rambhia confirmed the
agreement discussed above. Id. ¶ 46.
alleges that he dedicated approximately twenty percent of his
time following the agreement on May 15, 2017 through
September 2017 on matters pertaining to Grasshopper.
Id. ¶¶ 48-49. According to Vuori, had he
not been devoting his time to Grasshopper as an advisor, he
would have "dedicated his time and resources to new
investments and ventures" in addition to his other
commitments to serve as an advisor. Id. ¶ 49.
alleges that Defendants began using Vuori‘s name,
likeness, and reputation to "bolster the credibility and
prominence of the Fund." Id. ¶ 50.
According to Vuori, Lewis listed Vuori as an advisor to
Grasshopper on AngelList, which is "the industry‘s
leading startup funding website." Id. ¶
51. Additionally, Defendants named Vuori as an advisor in
their pitch deck and provided information about his prior
work experience, including: (1) Vuori‘s work as a
senior executive at Zynga; (2) Vuori‘s role as a
founder of Rocket Games; and (3) the fact that Rocket Games
was acquired for up to $170 million. Id. ¶ 52.
Vuori further alleges that Lewis wrote to Vuori in an email
that Vuori‘s work as an advisor was one of the "3
key stats that we think are key to the initial email
pitch." Id. ¶ 53 (quoting correspondence).
According to Vuori, Defendants "often made reference in
their solicitation e-mails to Vuori‘s ongoing work as
an advisor and Vuori‘s previous successes as an
entrepreneur." Id. ¶ 54. To illustrate how
this practice was "immediately effective, " Vuori
alleges that, after a "prominent CEO" declined to
answer an initial e-mail from Lewis, the CEO "promptly
replied" after a second email from Lewis noted that
Vuori was serving as an advisor to Grasshopper. Id.
also alleges that Vuori introduced Defendants to his network
of potential investors between May and September of 2017 and
that at least one of those investors pledged to invest in the
Fund. Id. ¶¶ 58-59. According to Vuori,
Lewis sent Vuori an email, with Rambhia copied, in which
Lewis sought to discuss matters pertaining to Grasshopper.
Id. ¶ 60. One such topic was fundraising, as
Lewis wrote that he "would like to discuss
[Rambhia‘s] and my progress on raising money" as
well as how to "plan to target [Vuori‘s]
alleges that Defendants sought advice from Vuori concerning
various operational aspects of Grasshopper and that
Grasshopper thrived during the time period in which Vuori
served as an advisor. Id. ¶¶ 65-74.
According to Vuori, Defendants repeatedly sought his input
and feedback, and Vuori "continued to fulfill his role
as advisor" by "exchanging e-mails, making himself
available for calls, helping to make available his network of
potential investors" and by providing "input on
Grasshopper‘s operation processes, such as bookkeeping,
IT, and trading." Id. ¶ 70. During his
time as an advisor, Vuori alleges that Grasshopper grew and
"began to garner headlines." Id. ¶
73. In terms of growth, Vuori alleges that "Defendants
have raised several million dollars in investments since May
15, 2017, when Vuori agreed to serve as an advisor to
Defendants." Id. ¶ 77.
alleges that Defendants refused to reduce their May 15, 2017
agreement with Vuori to a formal written contract and that
Defendants repudiated the terms of the agreement on October
13, 2017. Id. ¶ 84. Vuori alleges that Lewis
initially told him on May 22, 2017 that he would get an
estimate as to how long it would take for Defendants‘
transactional attorneys to finish drafting formal papers for
their agreement. Id. ¶ 78. According to Vuori,
Lewis copied Rambhia when he provided Vuori numerous
documents for his signature on August 9, 2017. Id.
¶ 80. These documents included: (1) "a Side Letter
indicating that Vuori would not be charged a management
fee"; (2) "a Subscription Agreement"; (3)
"a PPM/LPA"; and (4) "an Operating Agreement,
which Lewis said 'indicates [Vuori has] ¶ 10%
economic right in the fund." Id. ¶ 80.
Vuori further alleges that "the drafts supplied by Lewis
and Rambhia contained additional provisions that previously
had not been discussed." Id.
alleges that he retained independent legal counsel to review
the documents that Lewis had provided and that he worked with
his independent legal counsel "consistently from August
21 through September 26 in an effort to formally document the
May 15 agreement he had reached with Grasshopper."
Id. ¶ 81. During this time, Vuori alleges that
he "made sure to keep Lewis updated" and that
"Lewis indicated that Vuori‘s review of the
documents did not pose a problem." Id. ¶
82. Vuori further alleges that he "sent Lewis a few
questions and suggested edits to the relevant paperwork"
on September 25, 2017. Id. ¶ 83. According to
Vuori, none of the edits "related to the terms of the
parties‘ May 15 agreement, " namely, "that
Vuori was to receive 10% of the Fund‘s carry in
exchange for serving as an advisor." Id.
alleges that Lewis, copying Rambhia, responded to Vuori on
October 3, 2017. Id. ¶ 84. According to Vuori,
Lewis wrote that he and Rambhia were "no longer able to
offer incentivized 'advisory roles, ‘ as
circumstance has changed since when [Lewis and Rambhia]
initially approached [Vuori] in May." Id. Lewis
continued by indicating that he, Rambhia, and Collins
"would still love to have [Vuori] as a limited
partner." Id. Vuori responded on October 6,
2017 that Grasshopper had "'reneged on [its]
agreement to make [Vuori] an advisor to the fund, with a 10%
economic interest in the carry of the fund.‘"
Id. ¶ 85 (quoting correspondence). Vuori also
wrote that "the parties 'had been operating under
this agreement, based on the services [Vuori has] been
providing to the fund, and the assurances [Lewis] has been
making to [Vuori], ‘ especially '[Lewis‘s]
email of May 16, 2017 to [Rambhia and Mallon].‘"
Id. Vuori continued by writing that
"'Grasshopper Capital has been highlighting in all
its marketing materials and correspondence with prospective
and existing investors that [Vuori is] in fact an advisor to
Grasshopper Capital, " as Vuori‘s name and
likeness, and information about his prior work experience
were "prominently featured in Grasshopper Capital
materials." Id. Vuori demanded that Defendants
honor their May 15, 2017 agreement with him. Id.
alleges that, in response to Vuori‘s October 3, 2017
email, Lewis and Vuori spoke via telephone at Lewis‘s
suggestion on October 8, 2017. Id. ¶ 86. Vuori
alleges that he "reiterated his demand that Lewis and
Rambhia honor their agreement, " and that "Lewis
told Vuori that he would get back to him." Id.
On October 12, 2017, Vuori alleges that "Lewis wrote
Vuori but did not address any of the points raised in
Vuori‘s October 6 e-mail." Id. ¶ 87.
Lewis wrote to Vuori, with Rambhia copied, that
"'[we] are all disappointed things didn‘t work
out the way we had hoped. As we move forward in different
directions, we wish you success in your future
asserts six claims against all Defendants: (1) breach of
contract; (2) quantum meruit; (3) promissory estoppel; (4)
unjust enrichment and quasi-contract; (5) common law
misappropriation of likeness claim; and (6) commercial
misappropriation of likeness under California Civil Code
is a Delaware limited liability company with its sole office
in Jericho, New York, and all of its administrative
functions, including trades, occur in that state. Lewis Decl.
(dkt. 16-1) ¶¶ 2, 3, 8; Rambhia Decl. (dkt. 16-2)
¶¶ 2, 3. Grasshopper has no offices, business
facilities, employees, registered agents, or documents in
California. Lewis Decl. ¶¶ 3, 6; Rambhia Decl.
¶ 3. "Nearly all of Grasshopper‘s functions
occur in New York." Lewis Decl. ¶ 7. According to
Lewis, security requires that "the private keys
that enable Grasshopper to make trades cannot be transported,
" and the business would have to shut down for any
period that he was required to travel to California for this
case. Lewis Decl. ¶ 8. Lewis states that Grasshopper
only negotiated with Vuori "from New York, " and
that "the negotiations took place over the phone or by
email while [Lewis] was in New York." Id.
and Rambhia are members and managers of Grasshopper. Lewis
Decl. ¶ 1; Rambhia Decl. ¶ 1. Both Lewis and
Rambhia state that they only communicated with Vuori in their
"official capacit[ies]" as Grasshopper‘s
managers, and not in their "individual
capacit[ies]." Lewis Decl. ¶ 5; Rambhia Decl.
currently lives in New York and has only lived elsewhere when
he attended college in Ohio. Lewis Decl. ¶ 2. He met
Vuori in Nevada in 2015 and they bonded over a shared
interest in gaming and entrepreneurship. Lewis Reply Decl.
(dkt. 20-1) ¶ 2. In May of 2017, Lewis sent an email to
Grasshopper‘s attorney, with a blind copy to Vuori,
stating that Vuori would receive ten percent of the
Fund‘s carry in return for:
• Evaluating macroeconomic trends in the cryptocurrency
• Helping us make buy and sell decisions on tokens
• Helping portfolio companies when we engage management
• When we begin to expand, help us identify hiring needs
• Emotional support for the ups and downs of running a
Id. ¶ 2 & Ex. 1. Lewis asked the attorney
to "[l]et [them] know how much that will cost, "
apparently intending for the attorney to prepare a contract.
Id. Ex. 1. According to Lewis, "Vuori never
objected to [that] email or attempted to correct his
anticipated role." Id. ¶ 3. Lewis
characterizes the parties‘ negotiations as anticipating
that Vuori would provide advisory services remotely, and that
his location would be irrelevant to those services.
Id. ¶ 4. Lewis did not anticipate that Vuori,
who is not a licensed broker, would solicit investments for
Grasshopper. Id. ¶ 5.
visited Northern California once, in September of 2017, but
although he had lunch with Vuori during that visit, the
purpose of his trip was not related to Vuori, they did not
discuss the proposed contract, and Vuori did not provide any
services to Lewis. Lewis Decl. ¶ 11. That meeting was
the only time Lewis communicated with Vuori except by
telephone or email. Id. ¶ 13.
of 2017, Lewis "became very ill and was diagnosed with
Ameobiasis/E.Histolytica, a life-threatening illness"
from which he has not recovered. Id. ¶ 10. Due
to Lewis‘s illness, the September trip to California
was "incredibly stressful on [his] body and threatened
his health." Id. In December of 2017,
Lewis‘s doctor wrote that he has "Infective
Colitis with Gastero [sic] Intestinal Symptoms, " and
that "it is best for him not to travel." Lewis
Reply Decl. Ex. 3. Lewis has no plans to return to
California. Lewis Decl. ¶ 11.
believes that the potential witnesses in this case do not
live or work in this district. Id. ¶ 12. He
identifies two potential witnesses: Matt Golden, who lives in
Toronto, Canada, and David Rhodes, who lives in Rochester,
New York. Id. Defendants submit a declaration by
Rhodes confirming that he lives in Rochester and stating
that, as the primary caregiver for his elderly parents,
"it would be extremely difficult for [him] to travel to
California from New York to serve as a witness." Rhodes
Decl. (dkt. 16-3) ¶¶ 2-5.
lives and works in Cleveland, Ohio, where he attends Case
Western Reserve University as a second-year medical student
and works remotely with Lewis on behalf of Grasshopper.
Rambhia Decl. ¶¶ 2, 4, 5. Rambhia takes classes
from Monday through Friday and often has pre-clinical
commitments at a hospital in evenings and on weekends.
Id. ¶ 5. He is permitted only two flexible days
off from school per year, and states that he might be forced
to repeat a semester or suffer other adverse effects if
required travel to California for this case. Id.
Rambhia most recently visited Northern California in the
summer of 2013, and visited Southern California in January of
2016. Id. ¶ 7. He has never visited California
to conduct business for Grasshopper. Id. Flights
from Cleveland to New York take less than half as long as
flights from Cleveland to San Francisco. Lewis Reply Decl.
states that Lewis reached out to him to discuss Grasshopper
in early May of 2017, and that Vuori, Lewis, and Rambhia
reached an agreement for Vuori to serve as an adviser in
exchange for ten percent of the Fund‘s carry in
mid-May. Vuori Decl. (dkt. 19-1) ¶ 2. Vuori negotiated
that agreement from California, and he received "the
distinct impression that [Lewis and Rambhia] sought out [his]
services specifically because of his ties to Silicon Valley
and the Bay Area." Id. (emphasis omitted). When
Vuori told Lewis that he needed some time to review a draft
memorializing their agreement, Lewis responded that a
"few weeks doesn‘t hurt us" and that he hoped
their relationship would last for ten to twenty years.
Id. ¶ 12 & Ex. E.
has resided in Piedmont, California at all relevant times,
and has performed all of his work for Grasshopper from
California, with the exception of work that he did while on
vacation in Finland. Id. ¶ 13. Vuori‘s
work for Grasshopper has included "recruiting potential
investors" in addition to providing advice, and he has
reached out to several potential investors (and at least one
bank) in the Bay Area, in some cases at the specific request
of Lewis and Rambhia. Id. ¶¶ 3-6, 9 &
Ex. D. When Vuori, Lewis, or Rambhia reached out to potential
investors, they typically shared a PowerPoint presentation
created by Lewis and Rambhia that "touted
[Vuori‘s] involvement as an advisor" and included
his name and likeness. Id. ¶ 4 & Ex. A.
to Vuori, Defendants used a law firm and a bank in
California, and corresponded with "many" investors
in California. Id. ¶¶ 7, 10, 12. Lewis
offered to meet with one such investor during his September
2017 visit to San Francisco. Id. ¶ 7 & Ex.
B. Lewis also sent an email to Vuori before that trip,
stating that he would "like for the 4 of us to meet and
just talk[;] you can get to know the team and also make sure
we are all on the same page of where we want to go."
Id. ¶ 8 & Ex. C. Lewis also acknowledged
the importance of Vuori‘s connections to
Grasshopper‘s investor outreach: "I feel very
confident with your connections and our connections that we
will get to $25MM in fee-based AUM by 11/1."
Id. Ex. C.
The Parties' Arguments
move to dismiss all of Vuori‘s claims on the basis that
this Court lacks personal jurisdiction over all Defendants.
Mot. (dkt. 16) at 1. Defendants contend that they lack
sufficient minimum contacts with California. Id.
Defendants also move to dismiss for improper venue under 28
U.S.C. § 1391(b). Id. Alternatively, Defendants
move to transfer the present action to the United States
District Court for the Eastern District of New York in
accordance with 28 U.S.C. § 1404(a). Id. at 2.
Defendants assert that transfer is warranted based on the
convenience of the parties and witnesses and the hardship
Defendants would experience if the present action were to
remain before this Court.
contend that this Court cannot exercise specific jurisdiction
over Defendants because they lack sufficient minimum contacts
with California, using the Ninth Circuit‘s three-part
test of purposeful direction or availment, a claim arising or
resulting from Defendants‘ forum-related activities,
and circumstances such that the exercise of jurisdiction
would comport with fair play and substantial justice.
Id. at 4-5 (citing, e.g., Learjet, Inc.
v. Oneok, Inc., 715 F.3d 716, 742 (9th Cir. 2013)).
Purposeful Availment or Direction
respect to the first prong, Defendants contend that Vuori has
not shown that Defendants have either "purposefully
availed or purposefully directed any conduct toward
California." Id. With respect to personal
availment, Defendants assert that Vuori "fails to allege
any claim that Defendants executed or performed a contract in
California." Id. Concerning purposeful
direction, Defendants contend that "there is no claim
made in the Complaint that Defendants purposefully directed
any actions towards California, either by directing its [sic]
activities at California residents or advertising
Plaintiff‘s alleged role in this state."
argue that "the communications between the parties were
alleged to have been made by email and phone only" and
assert they are insufficient to confer personal jurisdiction
over Defendants because "[i]t is well-settled in the
Ninth Circuit and other circuits that phone calls, mailings,
and facsimile do not provide for personal jurisdiction."
Id. at 7 (citing, e.g., Peterson v.
Kennedy, 771 F.2d 1244, 1262 (9th Cir. 1985)).
Defendants also contend that Lewis‘s travel to San
Francisco constitutes an "isolated event, " and
that "some 'single or occasional acts‘ may
create only an 'attenuated‘ affiliation with the
forum that will not support exercise of personal
jurisdiction." Id. (quoting Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 475 n.18 (1985)).
Defendants concede that Lewis met with Vuori in San Francisco
one time, but assert that the parties did not discuss
Grasshopper-related matters. Id. at 8 (citing Lewis
Decl. ¶ 11). Additionally, Defendants assert that Lewis
"has not returned to San Francisco since nor has any
plans to return in the future." Id. (citing
Lewis Decl. ¶ 10).
Arising from Defendants‘ Forum-Related Activities
respect to the second prong of the personal jurisdiction
test, Defendants contend that none of Vuori‘s
allegations "arise from any Grasshopper forum-related
activities, other than mere email and phone conservations
with [Vuori] and one vaguely described lunch with
Lewis." Id. at 8-9. Accordingly, Defendants
assert that "there is no indication that but for
Defendants‘ activities in California, [Vuori] would not
have suffered loss, " and that the connection to the
forum is too attenuated for the Court to exercise specific
personal jurisdiction. Id.
Fair Play and Substantial Justice
assert that, as for the "fair play and substantial
justice" prong, it would be unreasonable for this Court
to exercise personal jurisdiction in the present action
because of the hardship it would impose on each Defendant.
Id. at 9. With respect to Grasshopper, Defendants
contend that it would be burdened primarily because
Grasshopper would have to shut down for any period of time
that Lewis is in California, as "the private
keys that enable Grasshopper to make trades cannot be
transported" and are located in Jericho, New York.
Id. 9-10 (citations omitted). Concerning Lewis,
Defendants‘ main contention is that exercising personal
jurisdiction over him would be unreasonable and would pose a
hardship because travel associated with litigating this case
in California could "cause [Lewis] serious bodily harm,
" due to the fact that he was recently diagnosed with
Ameobiasis/E.Histolytica. Id. at 10 (citing Lewis
Decl. ¶ 9-10). With respect to Rambhia,
Defendants‘ principal argument is that litigating this
case in California would be unreasonable because it would
disrupt his enrollment as a second-year medical student at
Case Western Reserve University School of Medicine.
Personal Jurisdiction over Lewis and Rambhia Based on Their
Roles as Members and Managers of Grasshopper
contend that, even if this Court has jurisdiction over
Grasshopper, "there is no basis which allows for the
Court to exercise personal jurisdiction over Defendants Lewis
and Rambhia." Id. at 11. Defendants assert that
"a nonresidential individual is not subject to personal
jurisdiction based solely upon acts in the forum state
undertaken in his or her corporate capacity."
Id. at 12 (citing Grober v. Mako Prods.,
Inc., 686 F.3d 1335, 1347 (Fed. Cir. 2012)). Defendants
further assert that Vuori‘s "claims against
Defendants Lewis and Rambhia are based solely on their roles
as managing members of Grasshopper, " and therefore do
not constitute a basis for this Court to exercise personal
jurisdiction over Lewis and Rambhia in their individual
contend that Vuori‘s Complaint should be dismissed for
improper venue pursuant to 28 U.S.C. § 1406. Mot. at 13.
Defendants argue that Vuori cannot satisfy the venue
provision invoked in his complaint, 28 U.S.C. §
1391(b)(2), which requires that a substantial part of the
events giving rise to the claim occurred in this district.
if the Court determines that venue is proper, Defendants
contend that this case should be transferred to the United
States District Court for the Eastern District of New York
pursuant to 28 U.S.C. § 1404. Id. at 17.
Defendants assert that, "if venue is found to be proper
in this District, the Court may nonetheless find that
transfer is warranted based on the consideration of the
following factors: (1) the convenience of the parties; (2)
the convenience of the witnesses; and (3) the interests of
justice, " with the third factor breaking down into a
number of subfactors. Id. (citing 28 U.S.C. §
1404(a)). Defendants contend that all three factors support
transferring this case to the Eastern District of New York.
Id. at 18.
contends that Defendants‘ motion should be denied in
its entirety because this Court has personal jurisdiction
over Defendants, venue is proper in the Northern District of
California, and Defendants have not met their burden to show
that the case should be transferred to the Eastern District
of New York. Opp‘n (dkt. 19) at 1.
asserts that this Court has personal jurisdiction over
Defendants because Defendants sought to work with Vuori, a
California resident, "specifically because of his ties
to, and network of, other Californians" and because
Defendants transacted business in California. Id. at
purposeful availment for the purpose of his contract claims,
Vuori asserts that the Ninth Circuit has "'held that
a non-resident defendant‘s act of soliciting business
in the forum state will generally be considered purposeful
availment if that solicitation results in contract
negotiations or the transaction of business.‘"
Id. at 5 (quoting Unic Oil Compania v.
Internacional De Granos E Insumos S.A. De C.V., 92 F.3d
1194 (9th Cir. 1996)) (additional citations omitted). Vuori
contends that Defendants purposefully availed themselves when
they: (1) "contacted Vuori in California to solicit his
advisory services"; (2) "evince[d] an intent that
the contract be performed in" California because
"Vuori was brought on for the express purpose of gaining
access to his network of California investors, thus
indicating that all parties intended that he would perform
his work in California"; (3) intended that the
relationship be "lasting, rather than a one-off"
because Defendants stated that their
"'[g]oal‘" was a "'10-20 year
relationship‘"; and (4) engaged in dealings that
show, on the whole, "contacts with California 'can
in no sense be reviewed as random, fortuitous, or
attenuated‘" because Defendants routinely sought
to utilize contacts from Vuori‘s California-based
network to recruit investors as well as to establish a
relationship with a bank in California. Id. at 6-7
to his tort claims based on misappropriation of likeness,
Vuori argues that a purposeful direction analysis also
supports exercising jurisdiction over Defendants based on the
three-part test of whether a defendant "(1) committed an
intentional act, (2) expressly aimed at the forum state, (3)
causing harm that the defendant knows is likely to be
suffered in the forum state." Id. at 4-5, 8
(quoting Dole Food, 303 F.3d at 1111). Vuori asserts
that all three requirements are satisfied in this case
because investors in California received ...