ORDER DENYING IN PART AND GRANTING IN PART DEFENDANTS’ MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION (DKT. #8)
ANDREW P. GORDON, DISTRICT JUDGE
Plaintiff Advanced Vision Solutions, Inc. (“AVS”) is a health technology company. AVS conceived of an invention that automates eye exams and treatment, and hired defendants Julia Lehman and Patrick Doyle to consult on the project.
At some point, AVS devised a new variant of its invention: a tablet-based eye care device. Lehman helped develop the tablet device and became an AVS board member. AVS’s board, along with Lehman, planned to create a new company that would market the tablet invention. But after AVS received shareholder approval for the plan, Lehman and Doyle allegedly stole the tablet idea and pursued it on their own. AVS sued both Lehman and Doyle for the alleged theft.
Defendants move to dismiss, arguing they are not subject to personal jurisdiction in Nevada. Because Lehman is alleged to have breached her director obligations to a Nevada corporation, among other relevant contacts, she is subject to personal jurisdiction here. Doyle, however, has had such little contact with Nevada that he is not subject to personal jurisdiction.
AVS was created to develop and market a new eye-health invention: a self-automated facility that assesses and treats vision problems. Traditionally, optometrists conduct eye exams and prescribe corrective lenses or treatments. AVS’s patent-pending invention uses a “variety of health assessment sensors and vision correction sensors” to automate this process. Sometime in 2013, AVS conceived of a new variant of its eye care invention: a product that uses a tablet device to treat vision problems.
In January, 2013, AVS hired Lehman and Doyle to help market and develop its technology. AVS paid them over 150, 000 shares for their services, but the parties did not execute a written agreement.
According to the Complaint, AVS appointed Lehman as an AVS director on August 14, 2013. The parties disagree whether Lehman accepted this position. Regardless, Lehman participated in a number of meetings of AVS’s board of directors and carried out duties assigned to her by the board—including preparing shareholder documents and contacting shareholders.
Defendants traveled to Nevada on behalf of AVS at least twice to meet with Charles Bluth, a third party. Defendants and Bluth met to discuss the development and marketing of AVS’ tablet technology.
In December, 2013, AVS’s board, including Lehman, planned to create a spin-off company to develop and market the tablet technology. According to this plan, Lehman would be CEO and a director of the new company. AVS’s shareholders approved the plan, but shortly after, Lehman allegedly “torpedoed” it. She and Doyle then allegedly usurped the project and began to develop it on their own.
AVS filed this lawsuit asserting the following claims against both defendants: (1) theft of a corporate opportunity; (2) estoppel; (3) unjust enrichment; (4) constructive trust (5) conversion; (6) breach of contract; and, (7) breach of the covenant of good faith and fair dealing. AVS also brought a claim against Lehman for breach of fiduciary duties, and a claim against Doyle for aiding and abetting the breach of fiduciary duties.
AVS is a Nevada corporation. AVS alleges that in 2013 it carried out at least a portion of its business activities in Nevada because its president resided here. Lehman and Doyle reside in California.
A. Legal Standard: Personal ...