OSA Soccer Academy LLC v. College Life Italia et al, No. 2:2019cv00209 - Document 21 (W.D. Wash. 2019)
Court Description: ORDER granting Defendants' 13 Motion to Dismiss for Failure to State a Claim and dismisses without prejudice. The Court will not address the 12(b)(6) arguments made in the Motion. Signed by Judge Richard A. Jones. (TH)
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OSA Soccer Academy LLC v. College Life Italia et al 1 Doc. 21 HONORABLE RICHARD A. JONES 2 3 4 5 6 7 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 8 9 10 OSA SOCCER ACADEMY, LLC, 11 Plaintiff, 12 v. 13 14 15 16 COLLEGE LIFE ITALIA, SOCCER MANAGEMENT INSTITUTE, STEFANO RADIO, and GIORGIO ANTONGIROLAMI, CASE NO. C19-0209-RAJ ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS Defendants. 17 18 19 I. INTRODUCTION 20 This matter comes before the Court on the Defendants’ Motion to Dismiss 21 (“Motion”). Dkt. # 13. Plaintiff OSA Soccer Academy, LLC (“OSA”) opposes the 22 Motion. Dkt. # 16. For the reasons set forth below, the Court GRANTS the Motion. 23 II. BACKGROUND 24 This is a dispute over an unsuccessful joint business venture. Dkt. # 1, ¶ 19. OSA, 25 a Washington corporation with its principal place of business in Seattle, runs a soccer 26 academy that focuses on international study-abroad education programs between the 27 United States and Italy. Id., ¶ ¶ 3, 19. According to OSA, the parties were planning to ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 1 Dockets.Justia.com 1 jointly create and run a soccer study-abroad project called the Soccer Business School. Id., 2 ¶ 19. OSA claims, however, that Defendants engaged in tortious conduct, including the 3 misappropriation of OSA’s trade secrets and other proprietary information, and launched 4 the Soccer Management Institute (“SMI”), an Italian entity with soccer study-abroad 5 programs that compete directly with the Soccer Business School. Id., ¶ 40. 6 The complaint alleges that Giuseppe Pezzano, OSA’s owner, met with Defendants 7 Giorgio Antongirolami and Stefano Radio in 2016, to create a study-abroad program that 8 would give U.S. college credits to students who would travel to Italy and play soccer. Id., 9 ¶ 19. Radio is the CEO and co-founder of College Life Italia, LLC (“College Life”). Id., 10 ¶ ¶ 21, 23. After Antongirolami introduced Pezzano and Radio, the parties are alleged to 11 have met and discussed several projects. Id., ¶ 21-26. 12 In addition to the Soccer Business School venture, Pezzano and Radio are alleged 13 to have collaborated on fielding a National Premier Soccer League (NPSL) team based in 14 Pierce County, Washington. Id., ¶ 27. The team, Pierce County FC, planned to support 15 the formation of the Soccer Business School by fielding a team with Italian players that 16 associated with College Life. Id., ¶ 29. Pezzano named Radio the Sporting Director for 17 Pierce County FC and brought Radio to New Orleans for the NPSL owner’s general 18 meeting. Id., ¶ 28. Dkt. # 14 ¶ 23. Through this role, OSA claims that Radio had direct 19 contact and access to a database for Soccer Business School clients. Dkt. # 1 ¶ 28. 20 Pezzano and Radio also attended various events together throughout the United 21 States. In January 2017, Pezzano and Radio attended a meeting in Los Angeles, where 22 Radio was introduced to Pezzano’s soccer contacts. Id., ¶ 24. Later that year, in May 2017, 23 Pezzano and Radio attended a study-abroad fair in Los Angeles, where the same occurred. 24 Id., ¶ 25. Dkt. # 14, ¶ 21. In or around November 2017, Pezzano and Radio had a telephone 25 conversation about the Soccer Business School venture, specifically the partnership 26 agreement and division of proceeds between OSA and College Life. Dkt. # 1, ¶ 26. A few 27 months later, Pezzano distributed information describing the program to the NPSL and the ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 2 1 Women’s Premier Soccer League; he also registered the domain name, 2 soccerbusinessschool.com and hired employees for the Soccer Business School. Id., ¶ 323 34. Radio states he traveled to Washington on one occasion, around June 2017, to meet 4 with Pezzano about the Pierce County FC soccer team. Dkt. # 14, ¶ 11. 5 Discussions between OSA and College Life about the Soccer Business School 6 continued into 2018. In or around April 2018, Pezzano arranged to finalize a formal 7 agreement about the venture between OSA and College Life. Dkt. # 1, ¶ 38. OSA claims, 8 however, that its COO Cristiana Pedullà did not follow directions given to her to finalize 9 the agreement. Id., ¶ 39. OSA claims, instead, that Pedullà secretly began to work for SMI 10 during this time and provided SMI with OSA’s proprietary information and trade secrets. 11 Id., ¶ ¶ 34, 35. OSA alleges that Defendants formally broke off all contact with Pezzano 12 by May 2018 and launched SMI. Id., ¶ 41. 13 As part of the launch, SMI promoted a virtually-identical website that allegedly 14 copied code from the Soccer Business School website and references the same addresses 15 used for the Soccer Business School. Id., ¶ ¶ 44, 45. OSA also alleges that the other social 16 media pages belonging to the Soccer Business School were changed to promote and 17 advertise the SMI study-abroad program without Pezzano’s knowledge or approval. Id., ¶ 18 47. 19 On February 14, 2019, Plaintiffs filed suit. Dkt. # 1. On April 4, 2019, Defendants 20 moved to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2) and 12(b)(6), which 21 is currently before the Court. Dkt. # 13. 22 III. 23 A. Personal Jurisdiction 24 Federal Rule of Civil Procedure 12(b)(2) allows a defendant to move to dismiss DISCUSSION 25 claims against it for lack of personal jurisdiction. Fed. R. Civ. P. 12(b)(2). Plaintiff has 26 the burden of establishing personal jurisdiction. CollegeSource, Inc. v. AcademyOne, Inc., 27 653 F.3d 1066, 1073 (9th Cir. 2011). “Where, as here, the defendants’ motion is based on ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 3 1 written materials rather than an evidentiary hearing, the plaintiff need only make a prima 2 facie showing of jurisdictional facts to withstand the motion to dismiss.” Id. The plaintiff 3 cannot “simply rest” on the bare allegations of his or her complaint, and all “uncontroverted 4 allegations” must be taken as true. Ranza v. Nike, Inc., 793 F.3d 1059, 1068 (9th Cir. 5 2015). Where there are conflicts between parties over statements contained in affidavits, 6 these conflicts must be resolved in the plaintiff’s favor. Id. 7 “Federal courts apply state law to determine the bounds of their jurisdiction over a 8 party.” Williams v. Yamaha Motor Co., 851 F.3d 1015, 1020 (9th Cir. 2017) (citing Fed. 9 R. Civ. P. 4(k)(1)(A)). Washington’s long-arm statute, RCW 4.28.185, “extends 10 jurisdiction to the limit of federal due process.” Shute v. Carnival Cruise Lines, 113 11 Wash.2d 763, 771 (1989). The due process clause grants the court jurisdiction over 12 defendants who have “certain minimum contacts . . . such that maintenance of the suit does 13 not offend ‘traditional notions of fair play and substantial justice.’” Int’l Shoe Co. v. 14 Washington, 326 U.S. 310, 316 (1945). 15 Personal jurisdiction can be found on either of two theories: general jurisdiction and 16 specific jurisdiction. Bancroft & Masters, Inc. v. Augusta Nat’l Inc., 223 F.3d 1082, 1086 17 (9th Cir. 2000). A defendant with “substantial” or “continuous and systematic” contacts 18 with the forum state is subject to general jurisdiction. Id. “The inquiry whether a forum 19 State may assert specific jurisdiction over a nonresident defendant focuses on the 20 relationship among the defendant, the forum, and the litigation.” Axiom Foods, Inc. v. 21 Acerchem Int’l, Inc., 874 F.3d 1064, 1068 (9th Cir. 2017) (internal quotations omitted). 22 Because Plaintiff does not assert that Defendants are subject to general jurisdiction, the 23 Court will only consider whether each defendant is subject to specific jurisdiction. 24 Courts apply a three-part test to determine whether the exercise of specific 25 jurisdiction over a non-resident defendant is appropriate: (1) the defendant has either 26 purposefully directed his activities toward the forum or purposely availed himself of the 27 privileges of conducting activities in the forum, (2) the plaintiff’s claims arise out of the ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 4 1 defendants’ forum-related activities, and (3) exercise of jurisdiction is reasonable. Axiom 2 Foods, Inc., 874 F.3d at 1068. 3 Plaintiff bears the burden of satisfying the first two prongs. Schwarzenegger v. Fred 4 Martin Motor Co., 374 F.3d 797, 802 (9th Cir. 2004). In tort cases like this one, the 5 plaintiff must show that the defendant has purposefully directed activities toward the 6 forum. Id. at 802. In the purposeful direction inquiry, a court evaluates whether a 7 defendant undertakes action that occurs outside the forum but is nonetheless directed 8 toward the forum, such as distribution and advertising. Pebble Beach Co. v. Caddy, 453 9 F.3d 1151, 1155-56 (9th Cir. 2006). In doing so, the Court applies the Calder “effects” 10 test, which requires that a defendant (1) commit an intentional act, (2) expressly aimed at 11 the forum state, (3) that caused harm that the defendant knew was likely to be suffered in 12 the forum state. Schwarzenegger, 374 F.3d at 803 (citing Calder v. Jones, 465 U.S. 783, 13 789-790 (1984)). 14 If the purposeful direction test is met, the Court must then evaluate whether the 15 claims at issue arose from a defendant’s forum-related conduct. Menken v. Emm, 503 F.3d 16 1050, 1058 (9th Cir. 2007). That is, OSA must show that it would not have suffered an 17 injury “but for” each defendant’s forum-related conduct. Id. The burden would then shift 18 to the defendant under prong three to make a “compelling case” that the exercise of 19 jurisdiction would not be reasonable. Id. A plaintiff must establish specific jurisdiction 20 over each individual Defendant. 21 22 23 B. Specific Jurisdiction Analysis i. College Life Italia College Life is a Missouri corporation with an office in Kansas City. Dkt. # 1, ¶ 4. 24 College Life is not a Washington entity, does not own or lease property in Washington, 25 does not employ anyone in Washington, and has no contracts or other business in 26 Washington other than the venture with OSA. Id., ¶ 4-5. Dkt. # 14, ¶ 13. Stefano Radio, 27 acting as an agent of College Life, communicated telephonically with OSA about the ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 5 1 Soccer Business School. Dkt. # 14, ¶ 11. Radio also states that he visited Washington on 2 one occasion, and that he met with Pezzano in California and Louisiana to develop the joint 3 venture. Id., ¶ ¶ 11, 20-21, 23. 4 The Court finds that College Life’s contacts with Washington are insufficient to 5 establish purposeful direction. The “minimum contacts analysis looks to the [entity’s] 6 contacts with the forum State itself, not with the [entity’s] contacts with persons who reside 7 there.” Walden v. Fiore, 571 U.S. 277, 285 (2014). As such, telephone conversations and 8 emails that College Life had with Pezzano are insufficient to establish jurisdiction. In re 9 Boon Global Ltd., 923 F.3d 643, 653 (9th Cir. 2019); Peterson v. Kennedy, 771 F.2d 1244, 10 1262 (9th Cir. 1985). 11 Other alleged contacts also fail the minimum contacts analysis. For instance, even 12 assuming Radio’s lone trip to Washington occurred on behalf of College Life, that too is 13 insufficient to establish purposeful direction. Nelson Motivation, Inc. v. Walton 14 Motivation, Inc., No. CV-16-1843-RSWL-MRWx, 2016 WL 4086767, at *4 (C.D. Cal. 15 July 29, 2016). It is true that “[a] single forum state contact can support jurisdiction,” but 16 that is only appropriate where “the cause of action… arise[s] out of that particular 17 purposeful contact of the defendant with the forum state.” Yahoo! Inc. v. La Ligue Contre 18 Le Racisme Et L’Antisemitisme, 433 F.3d 1199, 1210 (9th Cir. 2006). That is not the case 19 here. No tortious conduct is alleged to have occurred during this one-off trip, which 20 appears to have been part of a broader effort to develop the soccer team in Pierce County. 21 See Picot v. Weston, 780 F.3d 1206, 1215 (9th Cir. 2015) (one fundraising trip alleged to 22 be related to infringing conduct insufficient to confer jurisdiction); Alexandria Real Estate 23 Equities, Inc. v. Runlabs (UK) Limited, No. 18-CV-07517-LHK, 2019 WL 4221590, at *9 24 (N.D. Cal. Sept. 5, 2019) (same). Indeed, the complaint details events related to the joint 25 venture taking place in Los Angeles and New Orleans, which undercuts any argument that 26 Radio’s lone trip created a “substantial connection” to Washington. Even more, College 27 ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 6 1 Life’s misuse of business contacts, which is the subject of this litigation, is alleged to have 2 occurred almost exclusively in Italy. Dkt. # 1, ¶ 60. 3 OSA also points to purported advertising by College Life to the NPSL and the 4 Women’s Professional Soccer League as evidence of purposeful direction. See Dkt. # 1, ¶ 5 32. The Court disagrees. The pleadings and declarations only demonstrate that College 6 Life sent a single brochure to one individual about the Soccer Business School program. 7 Dkt. # 17, Ex. F at 27-29. OSA otherwise, fails to identify the number of individuals or 8 entities that received purported advertisements and where those individuals or entities are 9 located. Axiom Foods, Inc., 874 F.3d at 1070 (citing Walden, 571 U.S. at 1123) (any 10 California contacts created by sending a single newsletter to 55 recipients of unknown 11 residence were too “attenuated” to confer specific jurisdiction). As currently plead, the 12 purported advertisements fail to substantially connect College Life to Washington 13 residents. Axiom Foods, Inc., 874 F.3d at 1071. 14 For these reasons, Plaintiff did not meet its burden to establish that this Court has 15 personal jurisdiction over College Life. 16 17 ii. SMI OSA also fails to establish jurisdiction as to SMI. OSA alleges that SMI, an Italian 18 entity, made misleading statements “on the internet and elsewhere,” which could mislead 19 students into registering to study at SMI instead of the Soccer Business School. Dkt. # 1, 20 ¶ 50. However, merely alleging misleading statements “on the Internet and elsewhere” is 21 insufficient to establish purposefully directed activity at Washington. The Court notes that 22 SMI’s website is passive, does not expressly target Washington, and lists addresses in 23 Missouri and Florence. Id., ¶ 45. Dkt. # 14, Ex. A at 2-4. Cybersell Inc., v. Cybersell Inc., 24 130 F.3d 414, 419 (9th Cir. 1997) (holding no purposeful availment because the defendant 25 did nothing to encourage people in the forum to access its website nor was any part of its 26 business was done in the forum). 27 ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 7 1 Further, OSA does not provide any information to show how the effects of SMI’s 2 alleged tortious conduct would be felt in Washington. Dkt. # 1, ¶ 54. The Ninth Circuit 3 has said that to establish purposeful direction, all three prongs of the Calder “effects” test 4 must be met. Schwarzenegger, 374 F.3d at 803. In Calder, the Court held that jurisdiction 5 over petitioners in California was proper because the allegedly libelous story concerned 6 the California activities of a California resident, impugned the professionalism of a 7 California television entertainer, and California was the focal point of both the story and 8 of the harm suffered. 465 U.S. at 788-89. Such facts are needed to satisfy the “effects” 9 test. Having failed to show that SMI was targeting Washington or Washington residents, 10 or had Washington-based clients, OSA fails to show purposeful direction. Alexandria Real 11 Estate Equities, Inc., 2019 WL 4221590, at *9. 12 13 iii. Stefano Radio As previously mentioned, Stefano Radio is alleged to have communicated 14 telephonically with OSA about the Soccer Business School and visited Washington on one 15 occasion. Dkt. # 1, ¶ ¶ 23, 26. Dkt. # 14, ¶ 11. The Court finds that these contacts with 16 Washington are insufficient to establish purposeful direction. First, as stated before, the 17 minimum contacts analysis looks to the defendant’s contacts with the forum State itself 18 and not contacts with persons who reside there. Walden, 571 U.S. at 285. Therefore, 19 Radio’s calls alone do not establish minimum contacts. 20 Similarly, Radio’s lone trip to Washington does not rise to the level of minimum 21 contacts to subject him to jurisdiction because it is unclear whether he was visiting in his 22 personal capacity or on behalf of College Life, or even whether he was visiting in regard 23 to the Piece County venture or for the Soccer Business School joint venture. Dkt. # 14, ¶ 24 11. Dkt. # 17, ¶ 22. See In re Boon Global Ltd., 923 F.3d at 652 (“[A] corporate officer 25 who has contact with a forum only with regard to the performance of his official duties is 26 not subject to personal jurisdiction in that forum.”); Farhang v. Indian Inst. of Tech., No. 27 C-08-02658 RMW, 2011 WL 2669616, at *4 (N.D. Cal. July 7, 2011) (holding that “a brief ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 8 1 business meeting with [plaintiff] during travel to California for other purposes” was 2 insufficient to establish personal jurisdiction). 3 But even assuming Radio visited Washington in his personal capacity, a single trip 4 to Washington does not establish sufficient contacts, absent allegations of tortious conduct. 5 Again, a plaintiff must point to contacts which demonstrate that the defendant “expressly 6 aimed” its tortious conduct at the forum. Picot, 780 F.3d at 1214. No tortious conduct is 7 alleged to have occurred during this trip, which appears to have been part of a broader 8 effort to develop the soccer team in Pierce County. See id. at 1213; Alexandria Real Estate 9 Equities, Inc., 2019 WL 4221590, at *9. As currently plead, Radio’s trip to Washington 10 does not detail tortious conduct expressly aimed at Washington. Accordingly, OSA fails 11 to show that this Court has personal jurisdiction over Radio. 12 iv. 13 Giorgio Antongirolami There are very few allegations in the Complaint about Antongirolami and even less 14 about his Washington contacts. Antongirolami is not a citizen of Washington, does not 15 reside in Washington, and never traveled to Washington. Dkt. # 1, ¶ 9. Dkt. # 15, ¶ 3. 16 OSA principally alleges that Antongirolami contacted Pezzano in Washington regarding 17 the OSA study-abroad project in Italy. The Court disagrees with OSA that Antongirolami’s 18 contacts with Pezzano qualify as purposeful direction. This contact appears to have been 19 via telephone rather than in person, which alone is insufficient to show purposeful 20 direction. Peterson, 771 F.2d at 1262 (ordinarily, use of mail, telephone, or other 21 international communications simply do not qualify as purposeful activity invoking the 22 benefits and protection of the forum state). With no other Washington contacts alleged, 23 OSA did not meet its burden to establish that this Court has personal jurisdiction over 24 Antongirolami. 25 // 26 // 27 ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 9 1 IV. 2 For the foregoing reasons, OSA did not meet its burden to establish that the Court CONCLUSION 3 has personal jurisdiction over any Defendant and the Court GRANTS the Motion and 4 dismisses without prejudice. Dkt. # 13. The Court will not address the 12(b)(6) arguments 5 made in the Motion. 6 7 Dated this15th day of November, 2019. 8 9 10 11 A The Honorable Richard A. Jones United States District Judge 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 ORDER GRANTING DEFENDANTS’ MOTION TO DISMISS- 10
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