JP Morgan Chase Bank, N.A. v. G7 Productivity Systems, Inc.
Filing
31
OPINION AND ORDER denying 28 Motion for Partial Summary Judgment; denying 17 Motion to Dismiss. Signed by Judge James L Graham on 12/5/12. (ds)
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
JPMorgan Chase Bank, N.A.,
Case No. 2:08-cv-339
Plaintiff,
Judge Graham
v.
Magistrate Judge Kemp
G7 Productivity Systems, Inc.,
Defendant.
Opinion and Order
Plaintiff JPMorgan Chase Bank, N.A. brings this action concerning an online check-writing
service known as Qchex. JPMorgan alleges that Qchex was made available in 2005 by Neovi, Inc., a
now-bankrupt company and alleged alter ego of defendant G7 Productivity Systems, Inc. According
to the complaint, Qchex was vulnerable to frauds committed by third parties who independently
gained access to account information of bank customers and then used Qchex to write unauthorized
checks out of those customers’ accounts. JPMorgan alleges that it suffered losses of at least
$315,000 in connection with the payment and deposit of unauthorized Qchex checks.
Before the court are two motions. The first is G7’s motion to dismiss for improper venue
or, alternatively, to transfer venue to the United States District Court for the Southern District of
California, where G7 has its principal place of business. The second is JPMorgan’s motion for
partial summary judgment that a judicial decision rendered in a lawsuit brought by the Federal Trade
Commission (FTC) against Neovi and G7 in the Southern District of California has a preclusive
effect in this action.
For the reasons stated below, both motions are denied.
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I.
Background
A.
Prior Litigation
In 2006 JPMorgan filed a lawsuit in this court against Neovi regarding the Qchex service. See
JPMorgan Chase Bank, N.A. v. Neovi, Inc., Case No. 2:06-cv-95 (S.D. Ohio). Prior to any rulings
on the merits, that suit was stayed and later terminated after Neovi filed for bankruptcy.
The FTC brought suit in 2006 in the Southern District of California against Neovi, G7,
Thomas Villwock (Neovi’s owner), and James Danforth (Neovi’s vice-president and G7’s executive
vice-president). See FTC v. Neovi, Inc. et al., Case No. 06-cv-1952 (S.D. Cal.). The FTC alleged
that defendants’ Qchex online service violated the unfair acts and practices provision of the Federal
Trade Commission Act, 15 U.S.C. § 45(a).
The district court granted partial summary judgment to the FTC. See FTC v. Neovi, Inc.,
598 F.Supp.2d 1104 (S.D. Cal. 2008). It found that Neovi had made available, managed, and
marketed the Qchex system and that G7 had printed and mailed checks for Qchex. The court
found that defendants had actual knowledge of the high level of fraud related to Qchex but failed to
implement adequate verification measures to combat unauthorized check-writing:
Defendants’ business practice significantly facilitated fraudulent activity. Defendants
used their website and check creation expertise to convert consumers’ raw data into
a negotiable instrument that matched U.S. banking regulations when printed.
Defendants also e-mailed the checks, printed the checks using Neovi’s “print service
center,” and mailed the checks. Further, as the FTC alleged, they created and
delivered checks without a reasonable level of verification at the request of Qchex
customers -- in many instances, fraudsters. The evidence shows that the launch of
Qchex.com was a “dinner bell” for fraudsters and resulted in a high number of
accounts frozen for fraud, and the large number and high value of checks (about
fifty percent of the value of all Qchex checks) written on those accounts. Defendants
knew of the high level of fraud from their own files and the complaints, and . . . they
chose to continue to operate without sufficient verification measures.
Neovi, 598 F.Supp.2d at 1114-15.
The district court further held that Neovi and G7 were jointly and severally liable because
they had operated as a “common enterprise.” Id. at 1116. The court found that both companies
were controlled by Villwock and Danforth, that they shared office space and expenses, and that their
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“operations, finances, employees, physical infrastructure, and business strategy were tightly
interwoven.” Id.
The Ninth Circuit affirmed the judgment of the district court. On appeal, defendants argued
that the causation element of 15 U.S.C. § 45(a) could not be satisfied because it was third parties, not
defendants, who were engaging in the unauthorized issuance of checks. The Ninth Circuit firmly
rejected this argument, calling it “spin” that “ignored[d] the fact that Qchex created and controlled a
system that facilitated fraud and that the company was on notice as to the high fraud rate.” FTC v.
Neovi, Inc., 604 F.3d 1150, 1155 (9th Cir. 2010). The court held that it was sufficient for liability
under the FTC Act that defendants, once knowing of the high level of fraud, continued to create
and deliver checks without reasonable verification measures.
B.
The Current Lawsuit
JPMorgan filed suit in this court against G7, alleging that G7 is the alter ego of Neovi and is
liable for two types of losses suffered by JPMorgan. First, JPMorgan alleges that it sustained losses
of at least $165,000 in making payment on checks that were drawn out of its customers’ accounts
without authorization. Second, JPMorgan alleges that it sustained losses of at least $150,000 in
crediting customers’ accounts for unauthorized checks that were deposited into those accounts and
for which the drawee banks refused to make payment.
The original complaint claimed that Neovi was liable under § 3-403(a) of the Uniform
Commercial Code, which provides that an unauthorized signature is ineffective except as to the one
who makes the unauthorized signature. JPMorgan alleged that Neovi had “signed” the checks
within the meaning of the U.C.C. JPMorgan further alleged that G7 was liable as Neovi’s alter ego.
In the amended complaint, JPMorgan reasserts the alter ago theory, and also alleges that G7
itself violated § 3-403 of the U.C.C. G7 “signed” the checks, JPMorgan alleges, when it printed
checks and placed on them facsimile signatures (or other markings in the signature field) to indicate
that the check was authentic.
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II.
Motion to Transfer Venue
G7 has moved to dismiss for improper venue or, in the alternative, to transfer venue to the
Southern District of California. G7 states that it is a California corporation with its principal place
of business in San Diego. It has no offices in Ohio. The company employs twenty-two people and
produces software and office supplies such as paper, ink, and envelopes. See Danforth Decl., ¶ 2.
G7 argues simply that the action must be dismissed for improper venue because G7 does
not reside in this district. Under the venue statute, a civil action may be brought in:
(1) a judicial district in which any defendant resides, if all defendants are residents of
the State in which the district is located;
(2) a judicial district in which a substantial part of the events or omissions giving rise
to the claim occurred, or a substantial part of property that is the subject of the
action is situated; or
(3) if there is no district in which an action may otherwise be brought as provided in
this section, any judicial district in which any defendant is subject to the court’s
personal jurisdiction with respect to such action.
28 U.S.C. § 1391(b).
This argument fails to account for § 1391’s provision concerning the residency of
corporations. Corporations are deemed to reside “in any judicial district in which such defendant is
subject to the court’s personal jurisdiction with respect to the civil action in question.” 28 U.S.C.
§1391(c)(2).” In its response brief, JPMorgan asserts that G7 is subject to personal jurisdiction in
this judicial district. JPMorgan submits evidence showing that the Qchex system drew on the
accounts of at least six JPMorgan customers residing in the Southern District of Ohio. See Lambert
Decl., ¶ 5 and Exs. A-F. JPMorgan further submits evidence demonstrating that from 2000 to 2008
G7 made sales of $162,000 to over 4000 Ohio customers. See Def.’s Responses to Interrog. Nos. 8
and 9.
G7 has not responded to JPMorgan’s assertions regarding personal jurisdiction. Under
Ohio’s long-arm statute, a court may exercise personal jurisdiction over a person who transacts any
business in Ohio or who contracts to supply goods or services in Ohio. O.R.C. § 2307.382(A)(1),
(2). Based on the unrebutted evidence of record, the court finds that JPMorgan has made a
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sufficient preliminary showing that G7 is subject to personal jurisdiction in Ohio, and thus venue is
proper in this judicial district under 28 U.S.C. § 1391.
G7 next argues that this action should be transferred to the Southern District of California
under 28 U.S.C. § 1404(a). “For the convenience of parties and witnesses, in the interest of justice, a
district court may transfer any civil action to any other district or division where it might have been
brought or to any district or division to which all parties have consented.” Applying § 1404(a) is a
two-step process: (1) the proposed transferee court must be one in which the action could have
been brought, and (2) the balance of convenience and the interests of justice must favor transfer.
See Kay v. Nat’l City Mortg. Co., 494 F.Supp.2d 845, 849–50 (S.D. Ohio 2007). The moving party
bears the burden of demonstrating that transfer under § 1404 is proper. Id. There is no dispute
here that this action could have been brought in the Southern District of California, where G7 has
its principal place of business.
Turning to the second part of the analysis, a district court has discretion to make transfer
determinations on a case-by-case consideration of convenience and fairness. See Reese v. CNH
America LLC, 574 F.3d 315, 320 (6th Cir. 2009). The court may consider many convenience
factors, including: (1) plaintiff’s choice of forum, (2) the parties’ contacts with the forum, (3) the
connection between the plaintiff’s cause of action and the forum, (4) convenience of the parties and
witnesses, (5) availability of compulsory process to compel attendance of an unwilling non-party, (6)
ease of access to sources of proof, and (7) any differences in the costs of litigation in the two forums.
See Kay, 494 F.Supp.2d at 850 (citing Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n. 6 (1981));
Centerville ALF, Inc. v. Balanced Care Corp., 197 F.Supp.2d 1039, 1049-50 (S.D. Ohio 2002).
Public interest factors to be considered include the pendency of related litigation in another district,
judicial economy, the transferee judge’s familiarity with the facts and circumstances of the case, and
the need to promote the fair and consistent resolution of related cases. See Kay, 494 F.Supp.2d at
850; Centerville, 197 F.Supp.2d at 1049.
G7’s lone argument for transfer is that G7 is a “small business” which cannot afford to
transport its witnesses and evidence to Ohio for trial. See Danforth Decl., ¶¶ 4-6 (stating that G7’s
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witnesses and records are located in Southern California). The court recognizes that as between the
two parties, JPMorgan has greater means than G7 to litigate out of district. Nonetheless G7 has not
demonstrated that litigating the matter in this judicial district would be a specific hardship. “[A]
generalized assertion by a defendant that witnesses reside in, and documents are located in, the
proposed transferee district, is generally insufficient to support a change of venue. . . . [T]he
defendant must show a specific hardship involved in transporting documents to the plaintiff's
chosen district, . . . and must also show that witnesses (usually third party witnesses, rather than
employees of the defendants) are unwilling to attend a trial in that forum. See Lassak v. American
Defense Systems, Inc., No. 2:06-cv-1021, 2007 WL 1469408, at *2 (May 18, 2007) (internal citations
omitted).
G7 fails to identify who, if any, of the likely witnesses are not G7 employees and are also
unwilling to attend trial. Moreover, the declaration of G7’s own corporate principal acknowledges
that much if not all of the evidence regarding “the Qchex database and e-mail, spreadsheets and email databases, assorted Word documents, website programs and HTML pages, financial accounting
databases and contact management databases” is in the form of “electronic documents” on G7’s
computer systems. See Danforth Decl., ¶6. This weighs against a transfer of venue. See Harris v.
BNP Paribas, No. 2:09-cv-691, 2010 WL 1817248, at *4 (S.D. Ohio. May 6, 2010) (“[T]he Court
does not believe that the documentary proof in this case will be particularly voluminous or that it
could not be placed into electronic format (if it does not exist in that format already), thus reducing
or eliminating any burden of transporting it from place to place. As a result, this factor does not
weigh in favor of transfer.”). For its part, JPMorgan states that its witnesses and evidence are
located in Ohio. Transfer at best would serve only to shift the inconvenience from one party to the
other. In such a case, transfer is improper. See Harris, 2010 WL 1817248, at *2 (“[I]f a change of
venue serves merely to shift the inconvenience from the plaintiff to the defendant, a change of
venue is improper.”).
The court thus concludes that plaintiff’s choice of forum is entitled to “considerable
weight,” see Lassak, 2007 WL 1469408, at *2, and G7’s motion to transfer venue is denied.
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III.
Motion for Partial Summary Judgment
A.
Standard of Review
Under Federal Rule of Civil Procedure 56, summary judgment is proper if the evidentiary
materials in the record show that there is “no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a); see Longaberger Co. v. Kolt, 586
F.3d 459, 465 (6th Cir. 2009). The moving party bears the burden of proving the absence of
genuine issues of material fact and its entitlement to judgment as a matter of law, which may be
accomplished by demonstrating that the nonmoving party lacks evidence to support an essential
element of its case on which it would bear the burden of proof at trial. See Celotex Corp. v. Catrett,
477 U.S. 317, 322-23 (1986); Walton v. Ford Motor Co., 424 F.3d 481, 485 (6th Cir. 2005).
The “mere existence of some alleged factual dispute between the parties will not defeat an
otherwise properly supported motion for summary judgment; the requirement is that there be no
genuine issue of material fact.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986)
(emphasis in original); see also Longaberger, 586 F.3d at 465. “Only disputed material facts, those
‘that might affect the outcome of the suit under the governing law,’ will preclude summary
judgment.” Daugherty v. Sajar Plastics, Inc., 544 F.3d 696, 702 (6th Cir. 2008) (quoting Anderson,
477 U.S. at 248). Accordingly, the nonmoving party must present “significant probative evidence”
to demonstrate that “there is [more than] some metaphysical doubt as to the material facts.” Moore
v. Philip Morris Cos., Inc., 8 F.3d 335, 340 (6th Cir. 1993).
A district court considering a motion for summary judgment may not weigh evidence or
make credibility determinations. Daugherty, 544 F.3d at 702; Adams v. Metiva, 31 F.3d 375, 379
(6th Cir. 1994). Rather, in reviewing a motion for summary judgment, a court must determine
whether “the evidence presents a sufficient disagreement to require submission to a jury or whether
it is so one-sided that one party must prevail as a matter of law.” Anderson, 477 U.S. at 251-52.
The evidence, all facts, and any inferences that may permissibly be drawn from the facts must be
viewed in the light most favorable to the nonmoving party. Matsushita Elec. Indus. Co. v. Zenith
Radio Corp., 475 U.S. 574, 587 (1986); Eastman Kodak Co. v. Image Technical Servs., Inc., 504 U.S.
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451, 456 (1992). However, “[t]he mere existence of a scintilla of evidence in support of the
plaintiff’s position will be insufficient; there must be evidence on which the jury could reasonably
find for the plaintiff.” Anderson, 477 U.S. at 252; see Dominguez v. Corr. Med. Servs., 555 F.3d
543, 549 (6th Cir. 2009).
B.
Discussion
JPMorgan contends that it is entitled to judgment as a matter of law on two issues: (1) that
G7 “signed” the Qchex checks within the meaning of the U.C.C., and (2) that G7 is Neovi’s alter
ego. JPMorgan argues under the doctrine of collateral estoppel that the findings and conclusions
made in the FTC v. Neovi lawsuit have a preclusive effect here and compel summary judgment on
those issues.
To bar relitigation of an issue under the collateral estoppel doctrine, four requirements must
be met:
(1) the precise issue raised in the present case must have been raised and actually
litigated in the prior proceeding; (2) determination of the issue must have been
necessary to the outcome of the prior proceeding; (3) the prior proceeding must
have resulted in a final judgment on the merits; and (4) the party against whom
estoppel is sought must have had a full and fair opportunity to litigate the issue in the
prior proceeding.
Bies v. Bagley, 535 F.3d 520, 522 (6th Cir. 2008).
1.
Whether G7 “Signed” the Checks
Under U.C.C. § 3-403(a) (adopted in Ohio at O.R.C. § 1303.43(A)), “an unauthorized
signature is ineffective except as the signature of the unauthorized signer in favor of a person who in
good faith pays the instrument or takes it for value.” The accepted rule is that “the unauthorized
signature, while it is wholly inoperative as that of the person whose name is signed, is effective to
impose liability upon the signer or to transfer any rights that the signer may have in the instrument.”
U.C.C. § 3-403(a), cmt. 2. “A signature may be made (i) manually or by means of a device or
machine, and (ii) by the use of any name, including a trade or assumed name, or by a word, mark, or
symbol executed or adopted by a person with present intention to authenticate a writing.” U.C.C. §
3-401(b); O.R.C. § 1303.41(B).
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JPMorgan argues that the decision in the FTC case collaterally estops G7 from
demonstrating that it did not sign the unauthorized checks. At issue in the FTC case was whether
the Qchex system constituted an unfair practice that caused or was likely to cause substantial injury
to consumers. FTC v. Neovi, Inc., 604 F.3d 1150, 1155 (9th Cir. 2010). The district court found,
and the Ninth Circuit affirmed, that Qchex’s “creation and delivery of unverified checks” caused
substantial injury to consumers. Id.
JPMorgan admits that the issue of whether G7 signed the checks under U.C.C. § 3-403 is
different from the ultimate issue that was raised, litigated, and determined in the FTC case. Even so,
JPMorgan contends that sufficient “subsidiary findings” were made in that case to satisfy the
collateral estoppel doctrine. The Ninth Circuit and district court both described the Qchex system
as requiring G7 to print the checks. When G7 printed the checks, it included either the user’s
facsimile signature (if the user chose to upload a facsimile signature) or “bank accepted legal
language in the signature field to tell a recipient that the check issuer authorized the check being
deposited.” FTC v. Neovi, Inc., 598 F.Supp.2d 1104, 1109 (S.D. Cal. 2008). JPMorgan argues that
G7’s printing of facsimile signatures or other bank-accepted markings constituted “signing” the
checks “by means of a device or machine.” U.C.C. § 3-401(b).
JPMorgan is correct that a subsidiary finding in a judicial decision may have a preclusive
effect in a second suit, even if the two cases reached different ultimate issues. For instance,
JPMorgan cites Spence v. TRW, Inc., 92 F.3d 380 (6th Cir. 1996), where plaintiff brought a claim
under the Fair Credit Reporting Act. In a prior action for defamation, a state court had held that
certain statements made by the defendant were accurate. The Sixth Circuit held that the state court’s
determination of accuracy precluded the plaintiff in the second suit from showing that the same
statements violated the FCRA, under which a plaintiff must prove that a statement is inaccurate.
Spence, 92 F.3d at 382.
The case at hand is readily distinguishable from Spence.
In Spence the state court’s
determination of accuracy squarely applied in the subsequent suit – though the two suits had
different causes of action, both required a showing that the defendant’s statements were factually
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inaccurate. Here, liability in the FTC action did not hinge on whether G7 signed the checks. The
Ninth Circuit held that the “creation and delivery” of checks without reasonable verification
procedures was the practice that was unfair and likely to substantial injure to consumers. G7’s
actionable conduct was that it “did everything necessary to physically make the check and get it to its
intended destination.” Neovi, 598 F.Supp.2d at 1109; see also Neovi, 604 F.3d at 1154-55 (noting
that G7 printed and mailed the checks to payees). Nowhere did the courts find that G7 had signed
the checks. The courts stated that it was users who supplied their signatures by uploading them or
by otherwise sufficiently providing authorization such that G7 would impose “bank accepted legal
language in the signature field.” Indeed, in a later decision denying a motion for reconsideration, the
district court expressly declined to import the U.C.C.’s standards into an action under the FTC Act
because the U.C.C.’s definitions are more technical than those of the FTC Act. See FTC v. Neovi,
Inc., No. 06-cv-1952, 2009 WL 56130, at *3 n. 6 (S.D. Cal. Jan. 7, 2009) (refusing to use the U.C.C.’s
definition of “check creation”).
For JPMorgan’s “subsidiary finding” argument to work here, the mere placement or printing
by G7 of the user’s facsimile signature (or the legal language) on the check must count as “signing”
under the U.C.C. That is, the factual finding in the FTC case that G7 printed the facsimile signature
on the check must compel the legal conclusion that G7 signed the checks for purposes of the U.C.C.
JPMorgan cites no case law authority to support such a proposition; it merely cites the U.C.C.
provision that a signature may come “by means of a device or machine.” U.C.C. § 3-401(b). But
simply because a signature is in an acceptable form does not mean that it can be attributed to G7. A
check is “signed” by one who has the “present intention to adopt or accept a writing” -- in this case
the Qchex user. See U.C.C. §1-201(37). The courts in the FTC case never made any findings
regarding G7’s intentions to adopt or accept the checks. The only findings on the matter made clear
that it was the users who deliberately supplied input data for the checks that G7 would then print in
rote fashion. See Neovi, 598 F.Supp.2d at 1109.
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Accordingly, the court finds that collateral estoppel does not apply here because the precise
issue of whether G7 signed the checks within the meaning of the U.C.C. was not raised, litigated,
and determined in the FTC case.
2.
Whether G7 and Neovi were Alter Egos
The court reaches the same conclusion as to the alter ego issue. Under the FTC Act,
interrelated companies and individuals may be held jointly and severally liable if they operated as a
“common enterprise” in committing an unfair practice. See FTC v. J.K. Publications, Inc., 99
F.Supp.2d 1176, 1202 (C.D. Cal. 2000) (citing cases). Neovi and G7 were found to have operated a
common enterprise in the FTC case and were thus held jointly and severally liable. See Neovi, 598
F.Supp.2d at 1116.
The district court found that Neovi and G7 had separate articles of
incorporation and by-laws, but jointly participated in Qchex and “shared office space, employees,
payroll funds, and other expenses.”
Id.
Villwock and Danforth exerted control over both
companies, and the companies’ business strategies and marketing were “tightly interwoven,” in that
Neovi managed the Qchex system and G7 provided printing services to users who wished to print a
paper check. Id.
The issue of whether Neovi and G7 were interrelated and engaged in a common enterprise
for purposes of the FTC Act is not the same issue as whether the two entities were alter egos. The
standard that the district court applied in determining if Neovi and G7 were interrelated for
purposes of the FTC Act is less stringent that the test for alter ego liability. Under California law
(which both parties agree should apply to this issue), the alter ego doctrine requires a “unity of
interest and ownership between the corporation and its equitable owner” such that “separate
personalities of the corporation and the shareholder do not in reality exist.” Sonora Diamond Corp.
v. Superior Court, 83 Cal.App.4th 523, 538-39, 99 Cal.Rptr.2d 824, 836 (Cal. App. Ct. 2000). Courts
may consider many factors, including: commingling of funds and assets of the two entities, holding
out one entity as liable for the debts of the other, identical equitable ownership in the two entities,
inadequate capitalization, disregard of corporate formalities, identical directors and officers, use of
the same offices and employees, and use of one as a mere shell or conduit for the affairs of the
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other. Id. (citing cases). Because the test is stringent, “[a]lter ego is an extreme remedy, sparingly
used.” Id. 1
Moreover, the subsidiary factual findings on which the district court based its conclusion
that Neovi and G7 were engaged in a common enterprise do not compel the legal conclusion here
that they were alter egos. Though there is overlap in the factors to be considered under both
inquires, the findings in the FTC case do not cover all of the factors of the alter ego inquiry. For
instance, the district court in the FTC case made no finding as to who owns G7, and it did not
discuss whether one entity was held liable for the debts of the other. It is unclear whether Neovi or
G7 conducted any business or produced any products beyond that which was related to Qchex.
The district court found that G7 “produces software, ink, and paper for sale to U.S. retailers and
consumers.” Neovi, 598 F.Supp.2d at 1107. Thus, the district court’s findings do not foreclose the
possibility that G7 sold products to consumers other than Qchex users and that G7’s only point of
interrelated business with Neovi was the Qchex service. Further, the district court noted that Neovi
and G7 observed corporate formalities in terms of maintaining separate articles of incorporation and
by-laws.
In sum, the district court’s findings in the FTC case leave ample room for G7 to establish in
this case that it was not Neovi’s alter ego. Accordingly, it would be inappropriate to grant summary
judgment on collateral estoppel grounds as to the alter ego issue.
IV.
Conclusion
Accordingly, G7’s motion to dismiss for improper venue or, alternatively, to transfer venue
(doc. 17) is DENIED. JPMorgan’s motion for partial summary judgment (doc. 28) is DENIED.
s/ James L. Graham
JAMES L. GRAHAM
United States District Judge
DATE: December 5, 2012
1
In a later decision holding the defendants in the FTC case in contempt, the district court likened
the defendants’ conduct to acting “in active concert or participation” with each other.” FTC v.
Neovi, Inc., No. 06-cv-1952, 2012 WL598 F.Supp.2d 1104, 11169 (S.D. Cal. 2008).
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