United States District Court, D. Arizona
G. Campbell United States District Judge
Westworld Consulting, LLC, filed a complaint against
Defendants Vanity Group Pty. Ltd. and Vanity Group
(collectively “Vanity”) seeking monetary and
injunctive relief for an alleged breach of contract,
promissory estoppel, conversion, negligence, and fraud. Doc.
1. Vanity has moved to dismiss for lack of personal
jurisdiction. Doc. 19. The motion is fully briefed and oral
argument will not aid the Court's decision. See
Fed. R. Civ. P. 78(b); LRCiv 7.2(f). For the reasons set
forth below, the Court will deny Vanity's motion.
is an Arizona company that offers consulting and networking
services for business clients throughout the United States
and abroad. Doc. 1 ¶ 1. Its principal place of business
is Scottsdale, Arizona, and Arizona resident Mike Dunlap is
its managing member. Id.; Doc. 23-1 at 1. Vanity is
an Australian company that supplies luxury hotel amenities.
Doc. 19-1 at 1-2. It is incorporated and headquartered in
Sydney, Australia. Id.
November 2015, Vanity used LinkedIn to recruit Dunlap for the
role of Vice President of Business Development for North
America. Doc. 23-1 at 2-3. Vanity initiated the communication
with an invitation to connect. Id.; Doc. 19-1 at 11;
Doc. 27 ¶ 17. At the time, Vanity had no physical
presence or customers in Arizona. Doc. 19-1 at 2. After
preliminary discussions, Vanity invited Dunlap to interview
in its Sydney office for the position. Doc. 23-1 at 3-4.
visited Sydney in January 2016, and the parties agreed to a
long-term relationship in which Dunlap would serve as
Vanity's Vice President of Business Development for North
America. Id. Although Vanity attempted to draft a
one-year contract compliant with U.S. law, no written
contract was ever executed. Id. at 6; Doc. 19-1 at
6, 32-35. Dunlap's responsibilities included the
facilitation of business relationships with potential clients
throughout the United States. Doc. 23-1 at 4. The parties
agreed that Dunlap would act as Vanity's agent and
operate from an office in Scottsdale, Arizona. Id.
Vanity provided Dunlap with Vanity business cards and a
Vanity email-signature block, both of which contained a
Scottsdale address. Id. at 5-6.
his return to Arizona, Dunlap began promoting Vanity's
business in Arizona, California, Texas, and Nevada.
Id. at 4. He started negotiating sales agreements
with several national hotel chains. Id. at 6-7.
Vanity paid Dunlap for this work and associated travel
expenses. Id. at 8-9. Meanwhile, Vanity introduced
Dunlap to customer contacts in the United States as its Vice
President of Business Development for North America.
Id. at 7.
terminated its relationship with Dunlap in February 2016.
Id. at 9. Plaintiff filed this action in October
2016. Doc. 1. Vanity now moves to dismiss the complaint for
lack of personal jurisdiction. Doc. 19.
withstand a 12(b)(2) motion, the plaintiff must show that the
defendant is properly subject to the court's
jurisdiction. Mavrix Photo, Inc. v. Brand Techs.,
Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). “Where,
as here, the defendant's motion is based on written
materials rather than an evidentiary hearing, the plaintiff
need only make a prima facie showing of jurisdictional facts
to withstand the motion to dismiss.” Id.
“The plaintiff cannot ‘simply rest on the bare
allegations of its complaint, ' but uncontroverted
allegations in the complaint must be taken as true.”
Id. (quoting Schwarzenegger v. Fred Martin Motor
Co., 374 F.3d 797, 800 (9th Cir. 2004)). In ruling on
such a motion, the Court considers the pleadings and any
materials submitted by the parties, accepting as true any
uncontroverted allegations in the complaint and resolving any
factual conflicts in the plaintiff's favor. Id.
“Conflicts between parties over statements contained in
affidavits must be resolved in the plaintiff's
favor.” Schwarzenegger, 374 F.3d at 800.
long-arm statute, Ariz. R. Civ. P. 4.2(a), applies in this
diversity action. See Terracom v. Valley Nat'l
Bank, 49 F.3d 555, 559 (9th Cir. 1995). That rule
“provides for personal jurisdiction co-extensive with
the limits of federal due process.” Doe v. Am.
Nat'l Red Cross, 112 F.3d 1048, 1050 (9th Cir.
1997). “[A] corporation may be subject to personal
jurisdiction only when its contacts with the forum support
either specific or general jurisdiction.” Martinez
v. Aero Caribbean, 764 F.3d 1062, 1068 (9th Cir. 2014)
(citing Int'l Shoe Co. v. Washington, 326 U.S.
argues that Vanity is subject to specific jurisdiction. Doc.
23 at 5. Specific jurisdiction exists if a foreign
corporation's contacts with the forum give rise to the
cause of action before the Court. Daimler AG v.
Bauman, 134 S.Ct. 746, 754 (2014). The Ninth Circuit
employs a three-prong test to determine whether a
non-resident has sufficient minimum contacts for specific
(1) [T]he defendant must either purposefully direct his
activities toward the forum or purposefully avail himself of
the privileges of conducting activities in the forum; (2) the
claim must be one which arises out of or relates to the
defendant's forum-related activities; and (3) the
exercise of jurisdiction ...