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Reply S.P.A. v. Sensoria, Inc.

United States District Court, W.D. Washington, Seattle

July 30, 2019

REPLY S.P.A., Plaintiff,
v.
SENSORIA, INC., et al., Defendants.

          ORDER

          JOHN C. COUGHENOUR UNITED STATES DISTRICT JUDGE

         This matter comes before the Court on Defendants' motion to dismiss or, in the alternative, to transfer (Dkt. No. 22). Having thoroughly considered the parties' briefing and the relevant record, the Court hereby GRANTS the motion in part and DENIES the motion in part, for the reasons explained herein.

         I. BACKGROUND

         On July 18, 2014, Plaintiff Reply S.P.A. purchased a majority share of stock in Defendant Sensoria, Inc. (“Sensoria”). (Dkt. No. 1 at 2.) The purchase was made pursuant to a purchase agreement signed by the parties (the “Purchase Agreement”). (Id. at 2-3.) The Purchase Agreement includes a governing law provision, which states:

The parties agree that any action brought by either party under or in relation to this agreement, including without limitation to interpret or enforce any provision of this agreement, shall be brought in, and each party agrees to, and does hereby submit to the jurisdiction and venue of, any state court located in Wilmington, Delaware or any federal court located in the district of Delaware.

(the “Delaware Forum Selection Clause”). (Dkt. No. 1 at 38.)

         In March 2016, Plaintiff executed an infragroup financing contract with Defendant Davide Vigano, who negotiated the contract on behalf of Sensoria (the “March 2016 Contract”). (Id. at 3.) Vigano is a board member of Sensoria. (Id. at 5.) Pursuant to that contract, Plaintiff agreed to lend Sensoria 230, 000 euros. (Id.) In October 2016, Plaintiff executed another infragroup financing contract with Vigano (the “October 2016 Contract”). (Id.) Pursuant to the October 2016 Contract, Plaintiff agreed to lend Sensoria another 1, 000, 000 euros. (Id.) The October 2016 Contract was later amended to reduce the amount to $1, 075, 000. (Id.) Both the March 2016 Contract and the October 2016 Contract (collectively, the “Loan Agreements”) contain identical governing law provisions, which state:

8.1 This contract is governed by Italian Law.
8.2 All disputes arising from the execution or interpretation of this Contract shall be subject to the exclusive jurisdiction of the Law Courts of Turin, leaving untouched the entitlement for the Lender alone to have resort to whatsoever other judicial authority which may be appropriate.

(the “Italy Forum Selection Clause”). (Dkt. No. 22 at 4.)

         In July 2017, Sensoria granted an exclusive license of all of its authored work and intellectual property (the “Assets”) to Defendant Sensoria Holdings LTD (“Sensoria Holdings”). (Dkt. No. 1 at 4-5.) Defendant Maurizio Macagno, a board member of Sensoria, negotiated the agreement on behalf of Sensoria. (Id. at 4.) Plaintiff alleges that the Assets were worth approximately $20, 000, 000. (Id.) Sensoria Holdings purchased the exclusive licensing rights to the Assets for $247, 000. (Id.) The transfer of the Assets also triggered Sensoria's liquidation, in accordance with its Certification of Incorporation. (Id.)

         Plaintiff brings the following claims: breach of contract against Sensoria for its failure to pay its debts, in violation of the Loan Agreements (“Count One”); breach of contract against Sensoria for its failure to allow a vote on the transfer of the Assets, in violation of the Purchase Agreement (“Count Two”); unjust enrichment as an alternative to Counts One and Two (“Count Three”); fraudulent transfer against Sensoria and Sensoria Holdings, in violation of the Uniform Voidable Transaction Act, Wash. Rev. Code § 19.40 (“Count Four”); breach of fiduciary duty against Defendants Macagno and Vigano (“Count Five”); gross mismanagement against Defendants Macagno and Vigano (“Count Six”); and corporate waste against Defendants Macagno and Vigano (“Count Seven”). (Id. at 7-12.) Defendants move to dismiss Plaintiff's claims on the grounds of subject matter jurisdiction, improper venue, and forum non conveniens or, in the alternative, to transfer venue. (Dkt. No. 22.)

         II. DISCUSSION

         A. Subject Matter Jurisdiction

         Under Federal Rule of Civil Procedure 12(b)(1), a defendant may move for dismissal if the Court lacks subject matter jurisdiction over the claims at issue. Fed.R.Civ.P. 12(b)(1). “Federal courts are courts of limited jurisdiction, possessing ‘only that power authorized by Constitution and statute.'” Gunn v. Minton, 133 S.Ct. 1059 (2013) (quoting Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994)). Thus, the Court may only entertain this action if there is either diversity or federal question jurisdiction. See 28 U.S.C. §§ 1331-32. The Court has jurisdiction over cases premised on diversity jurisdiction only where the parties are completely diverse and the amount in controversy exceeds $75, 000. 28 U.S.C. § 1332.

         Plaintiff asserts that the Court has diversity jurisdiction over its claims against each Defendant. (Dkt. No. 1 at 2.) Plaintiff is a foreign corporation headquartered in Turin, Italy. (Id.) Defendants Macagno and Vigano are residents of Washington. (Id.) Sensoria is incorporated in Delaware and has its principal place of business in Washington. (Id.) Sensoria Holdings is a limited liability company, with all partners residing in Washington. (Id.) Therefore, Sensoria Holdings is a resident of Washington. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). Therefore, because Plaintiff is diverse from all Defendants, complete diversity exists. See 28 U.S.C. 1332(a)(2); see also Sinotrans Container Lines Co., Ltd. v. N. China Cargo Servs., 380 Fed.Appx. 588, 590 (9th Cir. 2010). The total amount in controversy in this case exceeds $75, 000. (See Dkt. No. 1.) Therefore, the Court has diversity jurisdiction over Plaintiff's claims. Defendants' motion to dismiss for lack of subject matter jurisdiction is DENIED.

         B. Venue

         A defendant may move for dismissal under Federal Rule of Civil Procedure 12(b)(3) if the case is filed in a federal district where venue is not proper. Venue is proper in a judicial district in which any defendant resides, if all defendants are residents ...


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