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Vuori v. Grasshopper Capital LLC

United States District Court, N.D. California

February 22, 2018

NIKO VUORI, Plaintiff,
GRASSHOPPER CAPITAL LLC, et al., Defendants.


          JOSEPH C. SPERO, Chief Magistrate Judge


         Plaintiff 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 DENIED.[1]


         A. Vuori's Complaint

         Vuori 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.

         Vuori 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 by phone).

         Vuori 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.

         Vuori 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.

         Vuori 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. ¶ 57.

         Vuori 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] contacts." Id.

         Vuori 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.

         Vuori 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.

         Vuori 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.

         Vuori 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.

         Vuori 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 endeavors.‘" Id.

         Vuori 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 § 3344.

         B. Evidentiary Record

         1. Defendants' Evidence

         Grasshopper 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. ¶ 5.

         Lewis 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. ¶ 3.

         Lewis 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 market.
• Helping us make buy and sell decisions on tokens
• Helping portfolio companies when we engage management teams
• When we begin to expand, help us identify hiring needs
• Emotional support for the ups and downs of running a fund.

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.

         Lewis 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.

         In July 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.

         Lewis 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.

         Rambhia 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. ¶ 7.

         2. Vuori's Evidence

         Vuori 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.

         Vuori 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.

         According 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.

         C. The Parties' Arguments

         1. Defendants' Motion

         Defendants 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.

         a. Personal Jurisdiction

         Defendants 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)).

         i. Purposeful Availment or Direction

         With 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." Id.

         Defendants 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).

         ii. Arising from Defendants‘ Forum-Related Activities

         With 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.

         iii. Fair Play and Substantial Justice

         Defendants 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. Id.

         iv. Personal Jurisdiction over Lewis and Rambhia Based on Their Roles as Members and Managers of Grasshopper

         Defendants 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 capacities. Id.

         b. Venue

         Defendants 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. Id.

         Alternatively, 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.

         2. Vuori's Opposition

         Vuori 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.

         a. Personal Jurisdiction

         Vuori 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 3-4.

         i. Purposeful Availment

         Addressing 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 (citations omitted).

         ii. Purposeful Direction

         Turning 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 ...

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