Freeman v. Summit Filtration Technology, LLC et al

Filing 33

ORDER by Magistrate Judge Jacqueline Scott Corley denying 19 Motion to Dismiss. (ahm, COURT STAFF) (Filed on 11/19/2021)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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MICHAEL D. FREEMAN,

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Plaintiff,

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v.

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SUMMIT FILTRATION TECHNOLOGY,
LLC, et al.,

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United States District Court
Northern District of California

Case No. 21-cv-06838-JSC

Defendants.

ORDER RE: PARTIAL MOTION TO
DISMISS FOR LACK OF PERSONAL
JURISDICTION OR TRANSFER
VENUE
Re: Dkt. No. 19

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Before the Court is Defendants’ partial motion to dismiss for lack of personal jurisdiction

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or, alternatively, to transfer venue.1 (Dkt. No. 19.)2 After carefully considering the parties’

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briefing, and having had the benefit of oral argument on November 18, 2021, the Court DENIES

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the motion to dismiss for lack of personal jurisdiction and declines to transfer venue.
BACKGROUND

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I.

Complaint Allegations

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Plaintiff is a former employee and former member of Summit Filtration Technology, LLC

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(“Summit”), which he sues along with its owner and managing member Stanley E. Kieffer.3 (Dkt.

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No. 8 ¶ 1.) Plaintiff originally filed in Alameda County Superior Court and Defendants removed

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to federal court on the basis of diversity jurisdiction. (Dkt. No. 1.) Plaintiff then filed the

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operative First Amended Complaint (“FAC”), the gravamen of which is that Defendants withheld

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All parties have consented to the jurisdiction of a magistrate judge pursuant to 28 U.S.C. §
636(c). (Dkt. Nos. 7, 11.)
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Record citations are to material in the Electronic Case File (“ECF”); pinpoint citations are to the
ECF-generated page numbers at the top of the documents.
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Plaintiff’s original complaint also named Peak Partnership, LLC, but the operative First
Amended Complaint does not. (Dkt. No. 8 ¶ 5; see Dkt. No. 20 at 7.)

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his wages and other monies in an attempt to pressure Plaintiff to buy out Mr. Kieffer’s majority

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interest in Summit. (Dkt. No. 8 ¶¶ 3–4, 38–47, 52–61.) Plaintiff brings claims under the laws of

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California and Wisconsin. (Id. ¶¶ 62–119.)
Mr. Kieffer, a citizen of Wisconsin, founded Summit in 2001 and served as its sole

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member. (Id. ¶¶ 8–9, 20.) In 2006, Summit hired Plaintiff as a W-2 employee. (Id. ¶ 21.) In

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2007, Plaintiff became a member of Summit; he owned a 40% stake and Mr. Kieffer retained a

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60% majority stake. (Id. ¶¶ 23, 25–26.) By 2013, Plaintiff had moved to California and become a

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California citizen. (Id. ¶¶ 29, 7.) That year, Plaintiff and Mr. Kieffer executed the “True-Up

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Agreement,” which provided that they would earn equal compensation from Summit through
different percentages of profits and W-2 wages, allowing Plaintiff to retain 40% control and Mr.

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United States District Court
Northern District of California

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Kieffer to retain 60%. (Id. ¶¶ 29–30.) Plaintiff was compensated pursuant to the True-Up

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Agreement from 2013 through 2019. (Id. ¶ 32.)
In 2020, Mr. Kieffer wanted to sell his 60% stake in Summit. (Id. ¶ 38.) Mr. Kieffer

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discussed selling to Plaintiff, but they did not reach an agreement. (Id. ¶ 39.) Thereafter, Mr.

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Kieffer caused Summit to withhold Plaintiff’s 2020 wages in order to “strong-arm [Plaintiff] into

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paying an exorbitant price” and “artificially inflat[e] the value of Summit to make [Mr. Kieffer’s]

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majority interest look more valuable to potential third-party purchasers in the event he could not

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come to terms with [Plaintiff].” (Id. ¶¶ 3, 41.) On April 2, 2021, Plaintiff resigned from

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employment with Summit and dissociated his membership, leaving Mr. Kieffer the sole member

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of Summit. (Id. ¶¶ 53–55, 9.) Mr. Kieffer caused Summit to not pay out Plaintiff’s membership

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distribution. (Id. ¶¶ 4, 56–57.) Plaintiff contends he is owed at least $200,000 in wages and

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$1,666,666.67 in profit distributions. (Id. ¶¶ 47, 66, 87, 95, 102, 106, 112.)

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II.

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Mr. Kieffer’s Affidavit
In an affidavit supporting Defendants’ motion, Mr. Kieffer attests that he is a citizen of

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Wisconsin and has never been a citizen of or owned property in California. (Dkt. No. 19-2 ¶¶ 4–

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6.) According to Mr. Kieffer, Plaintiff lived in Illinois at the time of his hire in 2007. (Id. ¶ 10.)

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Plaintiff traveled to Wisconsin frequently as part of his work for Summit. (Id.) Plaintiff

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“requested that Summit allow him to move to California because his wife’s employer requested
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that she move to California.” (Id. ¶ 13.) With Summit’s approval, Plaintiff moved to California in

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2012, and continued to communicate extensively with Mr. Kieffer and Summit staff in Wisconsin.

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(Id. ¶¶ 13–15; see Dkt. No. 24-1 ¶¶ 2–5.)

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III.

Plaintiff’s Affidavit
In an affidavit supporting his opposition to Defendants’ motion, Plaintiff disputes Mr.

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Kieffer’s declaration. (Dkt. No. 20-1.) According to Plaintiff, he did not request permission to

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move, but rather “told Mr. Kieffer of my family’s intention to relocate and discussed with him the

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possible effects of the move with regard to Summit’s business and operations. Mr. Kieffer did not

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oppose my move to California. To the contrary, with Mr. Kieffer’s blessing, Summit took
advantage of my move and began advertising that Summit now had a formal business presence in

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United States District Court
Northern District of California

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California.” (Id.) Plaintiff submits an Illinois K-1-P tax form showing his address in Pleasanton,

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California as of December 2012. (Id. at 8.)
DISCUSSION

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Defendants move to dismiss Mr. Kieffer for lack of personal jurisdiction or, alternatively,

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to transfer the case to the Eastern District of Wisconsin. Defendants conceded at oral argument

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that the Court has personal jurisdiction over Summit. Summit was a citizen of California from at

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2013 to April 2, 2021, because Plaintiff was a member of Summit and a citizen of California. See

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Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006) (“[A]n LLC is a

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citizen of every state of which its owners/members are citizens.”).

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I.

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Dismissal Under Rule 12(b)(2)
When a defendant moves to dismiss for lack of personal jurisdiction, the plaintiff bears the

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burden of demonstrating that the court has jurisdiction over the defendant. See Harris Rutsky &

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Co. Ins. Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1128–29 (9th Cir. 2003). “Where, as

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here, the motion is based on written materials rather than an evidentiary hearing, the plaintiff need

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only make a prima facie showing of jurisdictional facts.” Schwarzenegger v. Fred Martin Motor

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Co., 374 F.3d 797, 800 (9th Cir. 2004) (internal quotation marks and citation omitted). Moreover,

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“for the purpose of this demonstration, the court resolves all disputed facts in favor of the

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plaintiff.” Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 2006). Thus, “[c]onflicts
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between the parties over statements contained in affidavits must be resolved in the plaintiff’s

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favor.” Schwarzenegger, 374 F.3d at 800.

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In diversity jurisdiction cases, federal courts apply the law of the forum state to determine

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whether they may exercise personal jurisdiction over foreign parties. See Harris Rutsky, 328 F.3d

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at 1129. “California’s long-arm statute allows courts to exercise personal jurisdiction over

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defendants to the extent permitted by the Due Process Clause of the United States Constitution.

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Hence, we need only determine whether personal jurisdiction in this case would meet the

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requirements of due process.” Id. (internal quotation marks and citations omitted).

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Plaintiff asserts that the Court may exercise specific personal jurisdiction over Mr. Kieffer.
Plaintiff must satisfy two elements. First, that Mr. Kieffer purposefully directed his activities to

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United States District Court
Northern District of California

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California, consummated some transaction within California, or performed some act by which he

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purposefully availed himself of the privilege of conducting activities in California, thereby

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invoking the benefits and protections of California’s laws. Second, Plaintiff’s claims must arise

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out of or relate to Mr. Kieffer’s forum-related activities. See Schwarzenegger, 374 F.3d at 801–

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02; Core-Vent Corp. v. Nobel Indus. AB, 11 F.3d 1482, 1485 (9th Cir. 1993). If Plaintiff satisfies

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those elements, then specific personal jurisdiction is present unless Mr. Kieffer demonstrates that

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the Court’s exercise of personal jurisdiction would be unreasonable. Schwarzenegger, 374 F.3d at

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802; Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476–78 (1985).

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A.

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“Under the first prong of the specific-jurisdiction inquiry, . . . [p]urposeful availment

Purposeful Availment and Direction

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generally provides a more useful frame of analysis for claims sounding in contract, while

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purposeful direction is often the better approach for analyzing claims in tort.” Glob. Commodities

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Trading Grp., Inc. v. Beneficio de Arroz Choloma, S.A., 972 F.3d 1101, 1107 (9th Cir. 2020).

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“However, our cases do not impose a rigid dividing line . . . . When both contract and tort claims

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are at issue, both tests are relevant. At bottom, both purposeful availment and purposeful direction

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ask whether defendants have voluntarily derived some benefit from their interstate activities such

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that they will not be haled into a jurisdiction solely as a result of random, fortuitous, or attenuated

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contacts.” Id. Here, Plaintiff’s claims sound in both contract (e.g., wage claims, breach of
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contract) and tort (e.g., breach of fiduciary duty), so both tests are relevant. (Dkt. No. 8 at 11–19.)
Plaintiff relies primarily on the True-Up Agreement to show purposeful availment and

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direction. (Dkt. No. 20 at 14.) The Agreement was executed in 2013, (Dkt. No. 8 ¶ 29), at which

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point Plaintiff was a citizen of California, (see Dkt. No. 24 at 4 n.3). Plaintiff argues that the

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Agreement evinces a long-term, continuing business relationship that ties Mr. Kieffer to

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California. But the Agreement focused on the terms of Mr. Kieffer and Plaintiff’s compensation

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through Summit, (Dkt. No. 8 ¶¶ 29–30), which falls short of purposeful availment or direction on

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Mr. Kieffer’s part. “[A] contract alone does not automatically establish minimum contacts in the

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plaintiff’s home forum.” Boschetto v. Hansing, 539 F.3d 1011, 1017 (9th Cir. 2008) (finding no
purposeful availment where defendant made a “lone transaction for the sale of one item”). Rather,

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United States District Court
Northern District of California

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the plaintiff must show the defendant has “business activities [that] reach out beyond one state and

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create continuing relationships and obligations.” Id. (citation omitted). Courts use “a highly

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realistic approach” to evaluate the “prior negotiations and contemplated future consequences,

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along with the terms of the contract and the parties’ actual course of dealing.” Burger King, 471

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U.S. at 479. In particular, the analysis does not “allow[] a plaintiff’s contacts with the defendant

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and forum to drive the jurisdictional analysis.” Walden v. Fiore, 571 U.S. 277, 289 (2014). The

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“inquiry is limited to examining contacts that proximately result from actions by the

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defendant himself.” Picot v. Weston, 780 F.3d 1206, 1213 (9th Cir. 2015) (internal quotation

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marks and citation omitted).

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Picot is instructive. There, the parties made an oral agreement for the plaintiff to pay for

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the defendant’s services. Id. at 1212. “The agreement was formed in Michigan, where

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[defendant] lived, where it was understood [defendant] would perform the majority of his work,

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and where [defendant] did indeed discharge most of his contractual duties.” Id. The plaintiff

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argued that the defendant had minimum contacts in California because “[plaintiff], a co-party to

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the agreement, fulfilled his obligations under the agreement by seeking out investors and buyers in

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California.” Id. at 1213. The Ninth Circuit rejected the argument: “that a contract envisions one

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party discharging his obligations in the forum state cannot, standing alone, justify the exercise of

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jurisdiction over another party to the contract.” Id. Moreover, the parties’ “actual course of
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dealing” did not support minimum contacts; the defendant’s two trips to the forum state were not

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envisioned in the initial agreement, “grew incidentally out of broader efforts,” and had “no special

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place in his performance under the agreement as a whole.” Id.

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Here, the True-Up Agreement’s only link to California is Plaintiff’s domicile. That link
does not result from actions that Mr. Kieffer himself took and thus it cannot, without more, satisfy

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minimum contacts. See id.; Walden, 571 U.S. at 289 (“Such reasoning improperly attributes a

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plaintiff’s forum connections to the defendant and makes those connections decisive in the

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jurisdictional analysis.”); cf. Glob. Commodities, 972 F.3d at 1108–09 (finding minimum contacts

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where defendant undertook “lengthy and ongoing course” of “commodities transactions” from the

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forum state). “[A] defendant does not purposefully direct its activities at the forum state when the

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United States District Court
Northern District of California

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unilateral activity of the plaintiff or a third party is all that connects the defendant to the forum

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state. . . . [I]t is the defendant’s own conduct that must form the necessary connection[.]” Cisco

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Sys., Inc. v. Dexon Comput., Inc., No. 20-cv-04926-CRB, 2021 WL 2207343, at *3 (N.D. Cal.

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June 1, 2021) (internal quotation marks and citations omitted).

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Accordingly, Plaintiff has not made a prima facie showing of purposeful availment or
direction, the first prong of the specific jurisdiction analysis.
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Guiding Spirit

Under an alternative theory of personal jurisdiction, Plaintiff argues that Mr. Kieffer was

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the “guiding spirit” behind the conduct of Summit, which is subject to personal jurisdiction in

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California. “Under the fiduciary shield doctrine a person’s mere association with a corporation

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that causes injury in the forum state is not sufficient in itself to permit that forum to assert

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jurisdiction over the person.” Davis v. Metro Prods., Inc., 885 F.2d 515, 520 (9th Cir. 1989).

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However, “[c]orporate officers can be liable for corporate actions where they are the guiding spirit

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behind the wrongful conduct, or the central figure in the challenged corporate activity.” In re

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Boon Glob. Ltd., 923 F.3d 643, 651 (9th Cir. 2019) (internal quotation marks and citation

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omitted). “[T]ortious acts by corporate officers that create contact with the forum state are not

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only acts of the corporation but also acts of the individual, and may be considered contacts of the

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individual for purposes of determining whether long-arm jurisdiction may be exercised over the
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individual.” j2 Glob. Commc’ns, Inc. v. Blue Jay, Inc., No. C 08-4254 PJH, 2009 WL 29905, at

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*7 (N.D. Cal. Jan. 5, 2009) (citing Seagate Tech. v. A. J. Kogyo Co., 268 Cal. Rptr. 586 (Cal. Ct.

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App. 1990)).

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The complaint’s allegations support a plausible inference that Mr. Kieffer was the guiding

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spirit behind Summit’s alleged tortious acts. Plaintiff alleges that Mr. Kieffer, who owned a

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majority stake in Summit, caused the company to withhold Plaintiff’s wages for Mr. Kieffer’s

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personal financial gain. He also alleges that, after Plaintiff had dissociated from Summit and Mr.

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Kieffer was the sole member, Mr. Kieffer caused Summit to not pay out Plaintiff’s membership

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distribution. Plaintiff also submits an email sent by Mr. Kieffer to Plaintiff in August 2020, which

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includes the following:

United States District Court
Northern District of California

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I feel you are being unreasonable so here is what I am prepared to
do.
I have already instructed Lauren to pay us the majority of the cash
on hand . . . 60/40.
If you do not take the offer I will pay us by our legal agreement . . .
Straight 60/40 moving forward from now on. Salary & Ownership
distribution. NO equalization.
Per our contract.
I will cancel your credit cards so you will need to use your own &
submit expense reports for my approval.
If needed I can redirect your phone calls to the office. . . .

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(Dkt. No. 20-1 at 12 (emphasis by Plaintiff).) Taken together, the complaint allegations,

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affidavits, and email make out a prima facie showing that Mr. Kieffer was the central figure in the

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challenged activity—the improper withholding of Plaintiff’s wages and membership distribution.

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See Boon Glob., 923 F.3d at 652; Alexis v. Rogers, No. 15cv691-CAB-BLM, 2016 WL 11707630,

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at *4–6 (S.D. Cal. Feb. 26, 2016) (finding guiding spirit personal jurisdiction, where defendants

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hired, fired, drew and mailed paychecks, and sexually assaulted and harassed plaintiff); Matsunoki

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Grp., Inc. v. Timberwork Or., Inc., No. C 08–04078 CW, 2009 WL 1033818, at *3–5 (N.D. Cal.

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Apr. 16, 2009) (same, where defendant had “significant if not complete control over” company

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decisions); Wolf Designs, Inc. v. DHR Co., 322 F. Supp. 2d 1065, 1072–73 (C.D. Cal. 2004)

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(same, where defendant had final say on company policies and plaintiff made prima facie showing
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that defendant “personally directed, participated in, and authorized the alleged infringing

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activity”).
Defendants argue that Walden precludes personal jurisdiction over Mr. Kieffer. 571 U.S.

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at 283–91. But Walden analyzed traditional purposeful availment and direction, not the “guiding

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spirit” theory of personal jurisdiction, and the Ninth Circuit’s explanation of that theory in Boon

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Global, 923 F.3d 643, post-dates Walden. Moreover, the facts in Walden show a much more

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attenuated relationship between the defendant and the forum state than in this case. There, the

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defendant stopped the plaintiffs at a Georgia airport on their way home to Nevada. The defendant

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“never traveled to, conducted activities within, contacted anyone in, or sent anything or anyone to

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Nevada. In short, when viewed through the proper lens—whether the defendant’s actions connect

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United States District Court
Northern District of California

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him to the forum—[he] formed no jurisdictionally relevant contacts with Nevada.” Walden, 571

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U.S. at 289. The defendant’s only connection to Nevada was that the plaintiffs had experienced

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harm there as a result of the defendant’s actions in Georgia. Here, by contrast, there is a prima

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facie showing that Mr. Kieffer conducted business with Plaintiff (who was in California) over a

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period of years and directed Summit (a California citizen) to withhold monies that would

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necessarily harm Plaintiff in California. E.g., Atkins v. Calypso Sys., Inc., No. CV-14-02706-

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PHX-NVWD, 2015 WL 5856881, at *5, 7 (D. Ariz. Oct. 8, 2015) (distinguishing Walden).

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Accordingly, there is a prima facie showing that Mr. Kieffer was the guiding spirit behind

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Summit’s alleged wrongful conduct of withholding Plaintiff’s pay and distribution; Summit’s

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contacts with California (including that it was a California citizen until Plaintiff resigned earlier

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this year) can be imputed to Mr. Kieffer for personal jurisdiction purposes. The Court cautions

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that it is not holding that it has personal jurisdiction of Mr. Kieffer merely because he was a

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member of an LLC that also had a California member; rather, it is because the allegations support

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a prima facie showing that Mr. Kieffer was the guiding spirit behind the LLC’s alleged wrongful

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conduct directed at its California member.

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2.

Alter Ego

Plaintiff also contends that specific personal jurisdiction exists under an alter ego theory.
California recognizes the theory “where two conditions are met: First, where there is such a unity
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of interest and ownership that the individuality, or separateness, of the said person and corporation

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has ceased; and, second, where adherence to the fiction of the separate existence of the corporation

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would sanction a fraud or promote injustice.”4 Boon Glob, 923 F.3d at 653. “Alter ego is an

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extreme remedy, sparingly used.” Sonora Diamond Corp. v. Superior Court, 99 Cal. Rptr. 2d 824,

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836 (Cal. Ct. App. 2000).
Plaintiff does not allege facts that suggest fraud or injustice if Mr. Kieffer is not subjected

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to personal jurisdiction based on his use of Summit’s corporate form. He does allege that, in

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August 2020, Mr. Kieffer caused Summit to be undercapitalized “for at least a period of time” by

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directing an improper cash distribution. (Dkt. No. 8 ¶ 15.) But that does not suggest that Plaintiff
would have any present difficulty enforcing a judgment against Summit or that injustice would

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Northern District of California

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result if Mr. Kieffer “hide[s] behind the corporate form.” Sonora Diamond, 99 Cal. Rptr. 2d at

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837. Accordingly, Plaintiff has not made a prima facie showing that Mr. Kieffer and Summit were

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alter egos in order for the Court to exercise personal jurisdiction over Mr. Kieffer.

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B.

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Plaintiff’s claims arise out of Mr. Kieffer’s forum-related activities as the guiding spirit

Claims Arising Out of Forum-Related Activities

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behind Summit. See Schwarzenegger, 374 F.3d at 801–02. But for Mr. Kieffer’s causing Summit

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to withhold monies, Summit—then a California citizen—would not have injured Plaintiff in

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California. See Ziegler v. Indian River County, 64 F.3d 470, 474 (9th Cir. 1995).

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C.

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Because the first and second prongs of specific personal jurisdiction are met, then the

Reasonableness

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Court may exercise personal jurisdiction over Mr. Kieffer unless Defendants demonstrate that

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doing so would be unreasonable. Schwarzenegger, 374 F.3d at 802. Defendants must present a

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“compelling case” based on the seven factors derived from Burger King. 471 U.S. at 477; Core-

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Vent Corp. v. Nobel Indus. AB, 11 F.3d 1482, 1487–88 (9th Cir. 1993).

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The parties agree that the tests under California and Wisconsin law are interchangeable here.
(Dkt. No. 19-1 at 15–16; Dkt. No 20 at 17–18); see Consumer’s Co-op. of Walworth Cnty. v.
Olsen, 419 N.W.2d 211, 218 n.5 (Wis. 1988); see also Wehlage v. EmpRes Healthcare Inc., 821 F.
Supp. 2d 1122, 1126–30 (N.D. Cal. 2011) (performing alter ego choice of law analysis).
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Defendants have not met that burden. First, the extent of interjection into the forum state

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was moderate. See Ziegler, 64 F.3d at 475; see also Roth v. Garcia Marquez, 942 F.2d 617, 623

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(9th Cir. 1991) (suggesting that where purposeful availment or an alternative theory is satisfied,

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then analysis of first reasonableness factor is “redundant”). Second, Mr. Kieffer’s burden of

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litigating in California is equal to Plaintiff’s burden of litigating elsewhere, weighing slightly

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against jurisdiction. See Ziegler, 64 F.3d at 475. The third and fourth factors counterbalance one

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another. See id. Although Wisconsin has a sovereignty interest in disputes related to LLCs that

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are located in and citizens of Wisconsin, the forum state has a countervailing interest because

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Summit and Plaintiff were also citizens of California. Moreover, Plaintiff’s claims arise under the
laws of both states. Fifth, efficient resolution of the controversy weighs slightly against

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Northern District of California

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jurisdiction because witnesses and evidence may be located in Wisconsin, although much of the

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evidence is likely store electronically. See id. at 475–76. Sixth, Plaintiff’s interest in convenient

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and effective relief weighs slightly, if at all, in favor of jurisdiction; there is no indication that

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relief would be unavailable to Plaintiff in Wisconsin. See id. at 476. Seventh, likewise, an

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alternative forum exists. See id. In sum, factors 1, 4, and 6 weigh slightly in favor of jurisdiction

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while factors 2, 3, 5, and 7 weigh slightly against. Thus, Defendants have not presented a

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“compelling case” to rebut the “presumption” that the exercise of personal jurisdiction over Mr.

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Kieffer is reasonable. Roth, 942 F.2d at 625.

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Accordingly, the Court may exercise personal jurisdiction over Mr. Kieffer consistent with

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the requirements of due process. Defendants’ motion to dismiss for lack of personal jurisdiction is

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DENIED.

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II.

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Transfer
In the alternative, Defendants ask the Court to transfer this case to the Eastern District of

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Wisconsin pursuant to 28 U.S.C. § 1404(a). Section 1404(a) permits transfer “to any other district

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or division where [the case] might have been brought,” subject to the court’s “individualized, case-

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by-case consideration of convenience and fairness.” Stewart Org., Inc. v. Ricoh Corp., 487 U.S.

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22, 29 (1988) (citation omitted). Plaintiff does not dispute that his claims could have been brought

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in the Eastern District of Wisconsin.
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Defendants argue that the following factors related to convenience and fairness weigh

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strongly in favor of transfer: convenience of the parties; convenience of witnesses; ease of access

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to evidence; local interest in the controversy; and differences in the cost of litigation in the two

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forums. See Jones v. GNC Franchising, 211 F.3d 495, 498–99 (9th Cir. 2000). Given the

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practical realities of this case, which is essentially a business dispute between a person who lives

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in California and a person who lives in Wisconsin, there is no apparent fairness or justice interest

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in transferring the case from one state to the other. See Decker Coal Co. v. Commonwealth Edison

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Co., 805 F.2d 834, 843 (9th Cir. 1986) (“[T]ransfer would merely shift rather than eliminate the

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inconvenience.”). While Summit’s office is in Wisconsin, Defendants have not rebutted
Plaintiff’s assertion that most if not all of the relevant records are stored electronically and could

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Northern District of California

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be accessed anywhere. (Dkt. No. 20-1 ¶¶ 7–8.) Nor have they explained with particularity which

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witnesses, if any, they expect will be called on to participate in this case and who would be

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inconvenienced by litigating in California. (See id. ¶ 9.)

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Accordingly, the Court finds that transfer is not in the interests of justice.
CONCLUSION

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For the reasons explained above, the Court DENIES Defendants’ partial motion to dismiss

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for lack of jurisdiction and declines to transfer venue.

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This Order disposes of Docket No. 19.

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IT IS SO ORDERED.

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Dated: November 19, 2021

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JA QU
JACQUELINE
JACQUELINE SCOTT CORLEY
CORLEY
LEY
United States Magistrate Judge

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