United States District Court, S.D. California
ORDER GRANTING IN PART AND DENYING IN PART MOTION FOR
PROTECTIVE ORDER [ECF NO. 25]
JILL L. BURKHARDT, UNITED STATES MAGISTRATE JUDGE
the Court is a motion for protective order filed by
Defendants TGMV, LLC (“TGMV”), Leaders Edge
Consulting, Inc. (“Leaders Edge”), and Virginia
Knudsen (“Knudsen) (collectively,
“Defendants”). (ECF No. 25.) Defendants seek a
protective order denying jurisdictional discovery propounded
by Plaintiff Vistage International, Inc.
(“Vistage” or “Plaintiff”) in
response to TGMV's motion to dismiss for lack of personal
jurisdiction. (Id. at 1-2.) Plaintiff filed an
opposition. (ECF No. 30.) On October 24, 2019, the Court held
a hearing on the motion and ordered supplemental briefing.
(ECF No. 32.) Both parties filed supplemental briefs in
accordance with the Court's order. (ECF Nos. 33, 34.)
reasons discussed below, the Court GRANTS IN
PART and DENIES IN PART the motion
for protective order.
19, 2019, Plaintiff commenced this action against Defendants.
(ECF No. 1.) Plaintiff alleges, among other things, that (1)
Knudsen breached a December 2012 Master Services Agreement
(“MSA 1”) and a Statement of Work
(“SOW”), and (2) Knudsen and Leaders Edge
breached an October 2013 Master Services Agreement
(“MSA 2”) and 2018 Transition Agreements.
(Id. at ¶¶ 13-15, 26, 36-59.) With respect
to TGMV, Plaintiff asserts claims for consumer fraud,
tortious interference with contractual relations, tortious
interference with prospective economic advantage,
misappropriation of trade secrets, and unjust enrichment.
(Id. at ¶¶ 69-75, 86-115.)
alleges that the action was properly filed in this Court
because the underlying agreements contain a forum selection
clause stating that “any and all actions or proceedings
seeking to enforce any provision of this agreement shall be
brought in the courts of the State of California, County of
San Diego, including federal courts located therein.”
(Id. at ¶ 5; see also ECF No. 1-2 at
7, 24.) Plaintiff further alleges that specific jurisdiction
exists as to TGMV, which is not a party to the underlying
agreements, for the following reasons:
(1) it was formed in part by Knudsen, and therefore, TGMV had
actual and/or imputed knowledge that her conduct in forming
and operating BOAR would harm Vistage; (2) TGMV knew or
reasonably should have known that the conduct of Knudsen to
form, develop, and/or operate BOAR based on the allegations
within this complaint would damage Vistage, a company with
its principal place of business in San Diego County,
California; (3) the conduct of Knudsen relative to BOAR is
nonetheless imputed to TGMV, because BOAR maintains no
separate existence; and (4) the forum selection clause may
nonetheless be enforced against TGMV because the alleged
conduct of TGMV, by and through its agent Knudsen, is closely
tied to the contractual relationships and breaches alleged
herein. Manetti-Farrow, Inc. V. Gucci Am., Inc., 858
F.2d 509, 513 (9th Cir. 1988).
(ECF No. 1 at ¶ 6.)
August 12, 2019, TGMV filed a motion to dismiss for lack of
personal jurisdiction. (ECF No. 8.) That motion remains
pending, and no opposition has been filed. (See ECF
No. 41.) In support of its motion to dismiss, TGMV attaches
the declaration of Todd Nigro, one of its managers. (ECF No.
8-1.) Mr. Nigro represents, among other things, the
• The four managers and members of TGMV are:
o Todd Nigro of Nigro Development LLC;
o Guy Wells of Wells Cargo Inc.;
o Michael Reiss of Southern Nevada Chiropractic; and
o Virginia Knudsen of Leaders Edge Consulting, Inc.
• All four of the managers/members reside and work in
• TGMV adopted the tradename “BOAR”.
• TGMV has always maintained its separate identity as a
Nevada limited liability company in good standing with the
State of Nevada.
• TGMV operates under its own EIN, with bank accounts
and records separate and apart from any other entity or
• TGMV is wholly owned by its members, and no one else.
Specifically, the company is neither a member or manager of
Leaders Edge, nor is TGMV a parent, subsidiary or affiliate
of Leaders Edge.
• TGMVs principal place of business is located at 9115
W. Russell Road, Suite 210, Las Vegas, Nevada 89148. TGMV has
never had any other place of business.
• TGMV is not registered as a foreign entity to do
business in California and has never done any business with
• TGMV has never entered into any agreement, oral or
written, with Vistage. Specifically, TGMV has never agreed or
consented to San Diego as the forum for any disputes between
TGMV and Vistage.
• The articles of organization were filed on March 12,
• At the time the articles of organization were filed,
personal development coaching was the intended business plan
(Id.; see also ECF No. 25-1.)
September 17, 2019, Plaintiff served a Federal Rule of Civil
Procedure 30(b)(6) deposition notice on TGMV “on the
issue of personal jurisdiction within the state of
California.” (ECF No. 25-2.) The deposition was noticed
for October 21, 2019 in Las Vegas, Nevada. (Id. at
3.) The notice set forth the following topics for
1. The formation and operation of TGMV, including its
incorporation, structure, purpose for incorporation, owners,
investors, capitalization, principal place of business, all
physical locations, employees, business partners, independent
contractors, and/or agents.
2. To the extent different than the prior category, the
formation and operation of the business of BOAR, including
its structure, purpose, owners, investors, capitalization,
principal place of business, all physical locations,
employees, business partners, independent contractors, and/or
3. TGMV's business, where and how it conducts that
business, and whether any of its business operations touch
4. To the extent different from the prior category,
TGMV's operation of BOAR, where and how it conducts that
business, and whether any of its business operations touch
5. TGMV's use of, association with, engagement of,
employment of, agency with, and/or any other business
relationship with Virginia Knudsen.
6. TGMV managers/members/owners' association with,
engagement of, employment of, agency relationship with,
and/or any other business relationship with Virginia Knudsen.
7. TGMV's knowledge of Virginia Knudsen's
relationship with Vistage Worldwide, Inc.
(“Vistage”) in 2018 and to the present.
8. TGMV's knowledge, review, consideration, analysis and
understanding of the contracts existing between Virginia
Knudsen, Leaders Edge, and Vistage in 2018 and to the
present, generally, and relative to choice of venue
provisions that may be found therein.
9. All contact(s) TGMV has with the state of California since
its formation and to the present.
10. All funding, resources, ownership, contractors,
materials, know-how, and/or other things pertaining to TGMV