United States District Court, W.D. Washington, Tacoma
CLOUDONE LLC, a Washington limited liability company, Plaintiff,
AUTO TRAKK, LLC, a Pennsylvania limited liability company, and BAMA COMMERCIAL LEASING, LLC, a Pennsylvania limited liability company, Defendants.
ORDER ON DEFENDANT AUTO TRAKK LLC'S MOTION TO
DISMISS PURSUANT TO FED. R. CIV. P. 12(B)(2)
B. Leighton, United States District Judge
MATTER comes before the Court on Defendant Auto Trakk,
LLC's Motion to Dismiss Pursuant to Fed.R.Civ.P.
12(b)(2). Dkt. 20. The Court has considered the motion,
Plaintiff Cloud One LLC's Response (Dkt. 26), Auto
Trakk's Reply (Dkt. 28), CloudOne's Surreply (Dkt.
32-1), and the remainder of the file herein. The Court deems
oral argument unnecessary. The Court has personal
jurisdiction over Auto Trakk, because Auto Trakk has
sufficient “minimum contacts” with the State of
Washington. Auto Trakk's motion should be denied.
Complaint centers on the theory that the named defendants,
Auto Trakk and BAMA Commercial Leasing breached a contract
(“the Agreement”) by failing to pay the
plaintiff, CloudOne, for calling center services provided.
Dkt. 1. Default judgment has been entered against BAMA
Commercial Leasing. Dkt. 31.
is a company based in Vancouver, Washington, with two
directors relevant to the present motion, CTO Bryan Hunter
and CEO Jim Crouse. Dkt. 27 at ¶3. According to the
declaration of Mr. Hunter, in 2014, Mr. Hunter and Mr. Crouse
were first introduced to “an executive with Auto Trakk,
” Joel Breneman, who “represented to Mr. Crouse
and [Mr. Hunter] that he was ‘running' Auto
Trakk.” Id. at ¶4. Mr. Hunter narrates
that he and Mr. Crouse traveled to Pennsylvania in January of
2015 to meet with “Mr. Breneman and other Auto Trakk
executives” about the possibility of a business
relationship. Id. at ¶5; Dkt. 32-2 at ¶2.
Per Mr. Hunter, in early 2015, Mr. Breneman called Mr. Crouse
and Mr. Hunter by telephone to solicit CloudOne's call
center services so that Auto Trakk could meet obligations on
a deal it had secured as Uber's automotive leasing
broker. Id. at ¶¶6, 7. During this
conversation, to which Mr. Hunter was privy, Mr. Crouse and
Mr. Breneman agreed to terms of a contract, which was later
memorialized in writing (“The Agreement”).
Id. at ¶¶7-9.
Hunter vouches for CloudOne's performance pursuant to the
Agreement, where between March 2015 and March 2017, CloudOne
purportedly built out a computer-based call center and
processed approximately 300, 000 “leads” and 50,
000 auto lease applications, work for which CloudOne
regularly invoiced Auto Trakk. Dkt. 27 at ¶¶8, 10,
16. Mr. Hunter personally received nearly 500 emails from
individuals using “autotrakk.com” addresses,
including Mr. Breneman, Zach Monaghan, and Kenneth Dickey.
Id. at ¶¶12, 13. Another unspecified
CloudOne employee received over 1, 400 emails from
“autotrakk.com” addresses. Id. Mr.
Hunter represents that Mr. Breneman and Mr. Monaghan
travelled to CloudOne's Vancouver, Washington offices in
mid-2016 “to discuss updates and changes to the
system.” Id. at ¶15.
Trakk has a different take on the circumstances surrounding
the formation and execution of the Agreement, maintaining
that CloudOne contracted with BAMA Commercial Leasing, not
Auto Trakk. According to Merril Davis, CEO of Auto Trakk,
Auto Trakk and BAMA Commercial Leasing are both corporations
with principal places of business in Pennsylvania, but they
are distinct corporate entities, with no shared officers or
employees. Dkt. 21 at ¶¶1, 2, 4, 5. Mr. Davis
further declares that Auto Trakk's “only
connection” to CloudOne stems from the services Auto
Trakk provided to BAMA Commercial Leasing, including
“servicing the leases of [Uber] drivers referred to
[BAMA Commercial Leasing] by CloudOne.” Id. at
¶8. Auto Trakk has submitted an unsigned copy of the
Agreement, which names CloudOne and BAMA Commercial Leasing,
not Auto Trakk. Dkt. 21.
Trakk acknowledges that Mr. Breneman and Mr. Monaghan used
“autotrakk.com” email addresses, but, according
to Mr. Winters, CFO to Auto Trakk, Mr. Breneman and Mr.
Monaghan are President and COO, respectively, for BAMA
Commercial Leasing, and neither individual was ever an
“executive” of or employed by Auto Trakk. Dkt. 30
at ¶¶3, 7, 8. Further, Mr. Winters states,
“no one from Auto Trakk met with CloudOne” in
Pennsylvania as Mr. Hunter has described, because at that
time, when Auto Trakk's CEO was on a leave of absence,
“[Mr. Winters] would have been present if any such
meeting occurred, ” and Mr. Winters has no recollection
of that meeting. Id. at ¶4. Further, although
CloudOne may have invoiced Auto Trakk for call center
services received, BAMA Commercial Leasing, not CloudOne,
paid out the invoices, which were “mislabeled” by
CloudOne. Id. at ¶¶9, 10.
Trakk seeks dismissal for lack of personal jurisdiction on
the basis that it has not had sufficient minimum contacts
with the forum state, Washington. Dkt. 20. Auto Trakk seeks
dismissal with prejudice and requests the recovery of
attorneys' fees. Dkt. 20 at 9, 10.
Fed. R. Civ. P. 12(b)(2) legal standard.
12(b)(2) governs the dismissal of an action based on lack of
personal jurisdiction. Where a defendant moves to dismiss a
complaint for lack of personal jurisdiction, the plaintiff
bears the burden of demonstrating that jurisdiction is
appropriate. Schwarzenegger v. Fred Martin Motor
Co., 374 F.3d 797, 800 (9th Cir.2004). Plaintiff cannot
simply rest on the bare allegations of its complaint, but
rather is obligated to come forward with facts, by affidavit
or otherwise, supporting personal jurisdiction. Amba
Marketing Systems, Inc. v. Jobar International, Inc.,
551 F.2d 784, 787 (9th Cir.1977). Where, as here, the motion
is based on written materials rather than an evidentiary
hearing, the plaintiff need only make a prima facie showing
of jurisdictional facts. Schwarzenegger, 374 F.3d at
800. A prima facie showing means that the plaintiff has
produced admissible evidence, which if believed, is
sufficient to establish the existence of personal
jurisdiction. Ballard v. Savage, 65 F.3d 1495, 1498
(9th Cir.1995). Conflicts between parties over statements
contained in affidavits must be resolved in the
plaintiff's favor. Id.
no applicable federal statute addresses the issue, a
court's personal jurisdiction analysis begins with the
“long-arm” statute of the state in which the
court sits. Glencore Grain Rotterdam B.V. v. Shivnath Rai
Harnarain Co., 284 F.3d 1114, 1123 (9th Cir.2002).
Washington's long-arm statute extends the court's
personal jurisdiction to the broadest reach that the United
States Constitution permits. Byron Nelson Co. v. Orchard
Management Corp., 95 Wn.App. 462, 465 (1999). Because
Washington's long-arm jurisdictional statute is
coextensive with federal due process requirements, the
jurisdictional analysis under state law and federal due
process are the same. Schwarzenegger, 374 F.3d at
exercise personal jurisdiction over a nonresident defendant,
that defendant must have at least “minimum
contacts” with the relevant forum state such that
exercising jurisdiction “does not offend traditional
notions of fair play and substantial justice.”
Schwarzenegger, 374 F.3d at 801, citing
International Shoe v. Washington, 326 U.S. 310, 316
(1945). In determining whether a defendant had minimum
contacts, courts focus on the relationship among the
defendant, the forum, and the litigation. Shaffer v.
Heitner, 433 U.S. 186 (1977). Personal jurisdiction
exists in two forms, general and specific. Dole Food Co.
v. Watts, 303 F.3d 1104, 1111 (9th Cir.2002). To
establish specific jurisdiction, the plaintiff must show
that: (1) defendant purposefully availed itself of the
privilege of conducting activities in Washington, thereby
invoking the benefits and protections of its laws; (2)
plaintiff's claims arise out of defendant's
Washington-related activities; and (3) the exercise of
jurisdiction would be reasonable. Easter v. American West
Financial, 381 F.3d 948, 960-61 (9th Cir.2004);
Bancroft & Masters, Inc. v. Augusta Nat'l
Inc., 223 F.3d 1082, 1086 (9th Cir.2000). If the
plaintiff makes a sufficient showing as to the first two
prongs, the burden shifts to the defendant.