United States District Court, W.D. Washington, Seattle
C. COUGHENOUR UNITED STATES DISTRICT JUDGE
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
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.)
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.)
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.)
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.)
Subject Matter Jurisdiction
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.
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
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 ...