United States District Court, W.D. Washington, Tacoma
ORDER GRANTING DEFENDANTS' MOTION TO
BENJAMIN H. SETTLE UNITED STATES DISTRICT JUDGE
matter comes before the Court on Defendants Gazelles FL,
Inc., and Gazelles, Inc.'s (“Gazelles”)
motion to dismiss for lack of jurisdiction (Dkt. 22). The
Court has considered the pleadings filed in support of and in
opposition to the motion and the remainder of the file and
hereby grants the motion for the reasons stated herein.
April 6, 2018, Plaintiff Servant Ventures, Inc.
(“SVI”), doing business as Gazelles International
Coaches, filed a complaint against Gazelles in Clark County
Superior Court for the State of Washington. Dkt. 1-1. SVI
asserts causes of action for breach of contract, promissory
estoppel, tortious interference with contract, and
April 25, 2018, Gazelles removed the matter to this court.
3, 2018, the Court granted in part and denied in part
SVI's motion for temporary restraining order. Dkt. 23.
2, 2018, Gazelles moved to dismiss for lack of jurisdiction.
Dkt. 22. On May 21, 2018, SVI responded. Dkt. 31. On May 25,
2018, Gazelles replied. Dkt. 35.
Harnish, the founder and CEO of Gazelles, is the author,
creator, and owner of certain books, programs, and
curriculums specializing in leadership, strategic planning,
and growth for individuals and companies looking to succeed
and scale up in the business world. Dkt. 1-4, ¶¶ 1,
4. Individuals pay a fee to be trained and certified in Mr.
Harnish's methods and intellectual property with the goal
of becoming a coach. Id. ¶ 4. Once an
individual becomes a coach, he or she pays a membership fee
for the opportunity to utilize and train others in Mr.
Harnish's methods and intellectual property. Id.
In 2001, Mr. Harnish created Gazelles International as a
“division” of the Gazelles brand to focus on
offering education and training to business coaches around
the world. Dkt. 12-1, ¶ 2; id., Ex. A at 3.
approximately 2007, Mr. Harnish brought on Keith Cupp to
operate the Gazelles International division. Dkt. 1-4, ¶
5. Mr. Cupp asserts that he “took over the Gazelles
International Coaches business from Mr. Ron
Huntington.” Dkt. 32, ¶ 3. Mr. Huntington lived
and worked in the Seattle, Washington area at that time and
is currently an international coach residing in Seattle.
Id., ¶ 4. Mr. Cupp resides in Vancouver,
Washington, and has maintained his offices continuously in
Vancouver, where the Gazelles International business records
are maintained. Id. ¶ 9. Mr. Harnish declares
that “Mr. Cupp's specific role in the Gazelles
International division was to educate, train, and certify
coaches based on the ideas and intellectual property created
by Mr. Harnish.” Dkt. 1-4, ¶ 5.
2010, Mr. Cupp formed SVI in Washington. Dkt. 1-1, ¶ 6.
Prior to that, Mr. Cupp alleges that he operated SVI as a
sole proprietorship. Id. ¶ 7. Mr. Harnish
declares that he was unaware that Mr. Cupp formed SVI or
operated Gazelles International as SVI doing business as
Gazelles International. Dkt. 1-4, ¶ 6; Dkt. 12-1, ¶
SVI's contracts with its coaches, Mr. Cupp enters into
the contracts on behalf of SVI. Dkt. 17-1 at 1. Based on the
face of the contract, and a review of the record before the
Court, there is no evidence that Gazelles is a party to any
SVI coach's contract. Mr. Cupp declares that seven
Gazelles International coaches reside in Washington, and two
other coaches reside in Portland, Oregon, marketing to and
supporting Washington clients. Dkt. 32, ¶ 5. Mr. Harnish
declares that Gazelles International contracts with
approximately 250 coaches worldwide. Dkt. 1-4, ¶ 7.
Gazelles' other contacts with Washington, Mr. Cupp
declares that Gazelles has been involved in numerous events
in Washington. Mr. Cupp cites eight “Scaling Up
Workshops” held in Seattle and Portland, which
advertised to and attracted individuals from Washington. Dkt.
32, ¶ 12. Mr. Cupp declares that these workshops
involved extensive coordination and planning between Gazelles
International and Gazelles. Id. ¶¶ 9-12.
Gazelles received some of the profits from these workshops.
Id. ¶ 15. Mr. Cupp also declares that he is in
constant and regular communication with Gazelles'
employees. Id. ¶¶ 10-11.
Harnish declares that he has travelled to Washington “a
handful of times to deliver speeches for a non-profit called
Entrepreneurs Organization.” Dkt. 22-1, ¶ 2.
Otherwise, he is unable to “recall conducting ...