Rand v. Patsalos-Fox et al

Filing 15

ORDER Granting 10 Stipulation to Transfer Case to the District of Colorado. Signed by Judge Richard F. Boulware, II on 9/10/15. (Copies have been distributed pursuant to the NEF - TR)

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Marquis Aurbach Coffing
Erik W. Fox, Esq.
Nevada Bar No. 8804
10001 Park Run Drive
Las Vegas, Nevada 89145
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorneys for Plaintiff
UNITED STATES DISTRICT COURT

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DISTRICT OF NEVADA

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NAHUM RAND,
Plaintiff,

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Case No.: 2:15-cv-01510-RFB-GWF

vs.
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10001 Park Run Drive
Las Vegas, Nevada 89145
[phone] FAX: [phone]

MARQUIS AURBACH COFFING

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MICHAEL PATSALOS-FOX; PAUL
BARTLETT; MICHAEL PATTERSON; TIM
JOINT STIPULATION AND ORDER TO
TRANSFER CASE TO THE DISTRICT
CONNOR; RHO VENTURES; VEDANTA
OF COLORADO PURSUANT TO 28
CAPITAL LP; SEQUEL VENTURE
U.S.C. §1404
PARTNERS; INFONOW CORPORATION dba
CHANNELINSIGHT; DOES I through X,
inclusive; and ROE CORPORATIONS I through
X, inclusive,
Defendants.

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Plaintiff Nahum Rand and Defendants Michael Patsalos-Fox, Michael Patterson, Vedanta

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Capital, LP and Paul Bartlett jointly submit their stipulated motion to transfer this case to the

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District of Colorado pursuant to 28 U.S.C. §1404(a).1

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motion, the parties state as follows:

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In furtherance of their joint stipulated

As of the date of this motion, these are the only defendants that have been served with process. As
mentioned in previous filings by defendants, Rho Ventures and Sequel Venture Partners are trade names,
and Defendant(s) assert they are not legal entities capable of being sued but, to the extent necessary they
consent to the requested transfer of venue. Defendant Tim Connor has not been served but, to the extent
necessary, consents to this motion as Mr. Connor is a resident of Colorado. (See First Am. Compl. ¶ 6).

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I.

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BACKGROUND
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Plaintiff Nahum Rand is a stockholder in Defendant InfoNow Corporation, a

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Colorado-based business.

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Bartlett are directors of InfoNow and representatives of Defendants Vedanta Capital, LP, Rho

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Ventures and Sequel Venture Partners.

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2.

Defendants Michael Patsalos-Fox, Michael Patterson, and Paul

In sum, Plaintiff alleges that Defendants breached their fiduciary duties to

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Plaintiff in connection with InfoNow’s Series D financing.

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allegations.

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3.

Defendants deny Plaintiff’s

In discussions between counsel concerning the First Amended Complaint,

Defendants’ counsel advised Plaintiff’s counsel that Defendants intended to move to dismiss the

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First Amended Complaint as to all Defendants (other than InfoNow) for lack of personal

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10001 Park Run Drive
Las Vegas, Nevada 89145
[phone] FAX: [phone]

MARQUIS AURBACH COFFING

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jurisdiction in Nevada.2

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Following this discussion, the parties decided that to cure any jurisdictional

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defects and to avoid costly motions practice on personal jurisdiction, the parties would stipulate

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and consent to a transfer to the District of Colorado under 28 U.S.C. §1404(a).

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II.

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LEGAL ANALYSIS
5.

Section 1404(a) states: “[f]or the convenience of parties and witnesses, in the

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interests of justice, a district court may transfer any civil action to any other district or division

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where it may have been brought or to any district or division to which all parties have

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consented.”

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6.

Here, not only have the parties consented to the action being transferred to the

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District of Colorado, but Plaintiff could have brought this action in Colorado. Venue is proper in

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Colorado, inasmuch as InfoNow is a Colorado-based company and the some of the acts giving to

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rise to Plaintiff’s claims occurred in Colorado. See 28 U.S.C. §1391(b)(2). Similarly, personal

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In addition to a motion to dismiss for lack of personal jurisdiction, Defendants also intend to move to
dismiss the First Amended Complaint for failure to state a claim under Fed. R. Civ. P. 12(b)(6).
Defendants believe that motion should be filed in and decided by the District of Colorado, following the
transfer of this case.

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jurisdiction in Colorado is proper over InfoNow and Defendant Connor, both of whom are

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citizens of Colorado. The remaining Defendants consent to personal jurisdiction in Colorado and

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they most likely would be subject to personal jurisdiction in Colorado in any event, as they are

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directors of a Colorado-based corporation and have connections with Colorado in their capacity

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of directors.

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7.

A transfer under section 1404(a) would be convenient not only for the parties (as

it eliminates jurisdictional problems), but would be equally convenient for witnesses (none of

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whom other than Plaintiff are likely located in Nevada) and equally convenient for matters like

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access to relevant sources of proof (most of which is located outside Nevada). Certainly, a

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transfer to Colorado would not be any less convenient than litigating in Nevada and would not

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create any issues that the parties would not also face if the case remained in Nevada.

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10001 Park Run Drive
Las Vegas, Nevada 89145
[phone] FAX: [phone]

MARQUIS AURBACH COFFING

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8.

A transfer to Colorado serves the interests of justice in that it gives effect to the

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parties’ desire to have the mater litigated there, and saves judicial resources by not burdening the

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court with lengthy jurisdictional motions that will be avoided with a transfer to Colorado.

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WHEREFORE, for the foregoing reasons, the parties respectfully request that the court

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grant their joint stipulate motion and transfer this case to the District of Colorado.

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IT IS SO STIPULATED
Dated this 31st day of August, 2015.

Dated this 31st day of August, 2015.

SMITH BYERS LLC

SPRINGEL & FINK LLP

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By:

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/s/ Jeffrey A. Smith
Jeffrey A. Smith, Esq.
5480 Valmont Rd., Suite #200
Boulder, Colorado 80301
Attorneys for Defendants
Michael Patsalos-Fox, Michael
Patterson, Vedanta Capital LP, InfoNow
Corporation dba Channelinsight

By:

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10001 Park Run Drive
Las Vegas, Nevada 89145
[phone] FAX: [phone]

MARQUIS AURBACH COFFING

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Dated this 31st day of August, 2015.

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MARQUIS AURBACH COFFING

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By:

/s/ Adam H. Springel
Adam H. Springel, Esq.
Nevada Bar No. 7187
Michael A. Arata, Esq.
Nevada Bar No. 11902
10655 Park Run Drive, Suite 275
Las Vegas, Nevada 89144
Local Attorneys for Defendants
Michael
Patsalos-Fox,
Michael
Patterson, Vedanta Capital LP, InfoNow
Corporation dba Channelinsight

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/s/ Erik W. Fox
Erik W. Fox, Esq.
Nevada Bar No. 8804
10001 Park Run Drive
Las Vegas, Nevada 89145
Attorneys for Plaintiff

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ORDER

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IT IS SO ORDERED this ____ day of ______________, 2015.
10th
September

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UNITED STATES DISTRICT COURT JUDGE

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__________________________
RICHARD F. BOULWARE, II
United States District Judge

Respectfully submitted by:

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MARQUIS AURBACH COFFING

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By:
/s/ Erik W. Fox
Erik W. Fox, Esq.
Nevada Bar No. 8804
10001 Park Run Drive
Las Vegas, Nevada 89145
Attorneys for Plaintiff

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