United States District Court, D. Nevada
GARY TAI, SHUIKEE COMPANY LIMITED, AND GOLDEN ESSENCE GLOBAL LIMITED, Plaintiffs,
JC FUNDING-5, LLC, a Missouri limited liability company; JEFF N. CROSSLAND, D-DESIGN LNO INC., a Nevada company; LESLIE DOTSON, an individual; and DOES 1-X, and DOES CORPORATION 1-X, Defendants.
MIRANDA M. DU, UNITED STATES DISTRICT JUDGE.
the Court is pro se Defendant Jeff N.
Crossland's (“Crossland”) motion to dismiss
(“Motion”), seeking dismissal of Plaintiffs Gary
Tai (“Tai”), ShuiKee Company Limited
(“ShuiKee”) and Golden Essence Global
Limited's (“Golden Essence”) (collectively,
“Plaintiffs”) Verified Complaint (ECF No. 1), as
asserted against him for lack of personal
jurisdiction. (ECF No. 12.) Plaintiffs filed an
opposition (ECF No. 14), and Crossland filed a reply (ECF No.
21). For the reasons set forth below, the Motion is granted.
case arises from a business transaction that apparently went
awry. The following facts are taken from the Complaint and
associated exhibits. (ECF Nos. 1, 1-1, 1-2, 1-3.)
D-Design LNO Inc. (“D-Design”) is a Nevada
Corporation. Defendant JC Funding-5, LLC (“JC
Funding-5”) is a Missouri limited liability company,
located in Santa Monica, California. Crossland is “a
member and manager of JC Funding[-5] and a California
citizen.” (ECF No. 1 at 5.) The other parties involved
are citizens of other countries or states.
September 2013 Dotson approached Tai regarding an investment
opportunity through which a new entity, D-Design, would be
formed. D-Design was to acquire (1) a controlling interest in
GoLink (China) Limited (“GoLink”), a Hong Kong
corporation that Tai owned, and (2) the existing business of
Fabrique Ltd. (“Fabrique”),  a Connecticut
corporation (“the Transaction”). Dotson was the
orchestrator of the Transaction.
to the Transaction, in October 2013, Dotson and Crossland
represented to Tai that Dotson would create D-Design to
acquire GoLink and Fabrique, and Crossland, through JC
Funding-5, would be the loan lender for the Transaction. In
order to effectuate the Transaction, Dotson and Crossland
asked Tai to deposit monies to facilitate the loan funding.
It appears ShuiKee paid “Tai's contribution,
” into a designated Bank of America escrow account.
ShuiKee ultimately deposited one million dollars, in the
designated escrow account, to facilitate the loan, pursuant
to a Custodian Agreement between ShuiKee and JC Funding-5.
furtherance of the Transaction, D-Design, GoLink, Golden
Essence, and Tai entered into a Stock Purchase Agreement on
April 30, 2014, along with two subsequent amendments,
(collectively, “the SPA”). Neither Crossland nor
JC Funding-5 were parties to the SPA. The SPA required
D-Design to pay the purchase price in phases to Plaintiffs,
and discusses conversion and the consequences for failure to
pay the purchase price. The parties to the SPA agreed it
would be governed by Nevada law.
and JC Funding-5 entered a Project Funding Agreement
(“the Funding Agreement”), and a Promissory
Note. D-Design and JC Funding-5 agreed that the
Funding Agreement was to be governed by Nevada law, with
D-Design consenting to “the personal jurisdiction of
the state and federal courts located in [Nevada], or any
other court having personal jurisdiction over D-Design or the
collateral in connection with any controversy related to this
Agreement.” (ECF No. 1-2 at 20.) Under this agreement,
D-Design borrowed $11, 050, 000 from JC Funding-5
(“Loan”). The Loan was to, inter alia, finance
the acquisition of Fabrique and a controlling interest in
GoLink and refinance existing debt.
October 2014, D-Design executed the Promissory Note “in
the amount of $11, 050, 000 in favor of JC Funding.”
(Id. at 8.) However, JC Funding-5 allegedly never
funded the Loan and retained $800, 000 of ShuiKee's
escrow deposit. Ultimately, D-Design failed to purchase
GoLink stock from Golden Essence, or purchase Fabrique.
D-Design returned monies to ShuiKee on September 15, 2014,
May 28, 2015, respectively.
Complaint asserts six (6) tort claims against Crossland.
Crossland moves for dismissal, asserting a lack of personal
jurisdiction, pursuant to Fed.R.Civ.P. 12(b)(2), and improper
venue, pursuant to 28 U.S.C. § 1406(a). Because the
Court finds that Plaintiffs fail to demonstrate that the
Court has personal jurisdiction over Crossland, the Court
declines to address the remaining ground.
opposing a defendant's motion to dismiss for lack of
personal jurisdiction, a plaintiff bears the burden of
establishing that jurisdiction is proper. Boschetto v.
Hansin, 539 F.3d 1011, 1015 (9th Cir. 2008). Where a
defendant's motion to dismiss is based on written
materials rather than an evidentiary hearing, “the
plaintiff need only make a prima facie showing of
jurisdictional facts to withstand the motion to
dismiss.” Brayton Purcell LLP v. Recordon &
Recordon,606 F.3d 1124, 1127 (9th Cir. 2010) (internal
quotation marks omitted). The plaintiff cannot “simply
rest on the bare allegations of its complaint, ” but
uncontroverted allegations in the complaint must be taken as
true. Schwarzenegger v. Fred Martin Motor Co., 374
F.3d 797, 800 (9th Cir. 2004) (quoting Amba Mktg.
Sys., Inc. v. Jobar Int'l, Inc., 551 F.2d
784, 787 (9th Cir. 1977)). The court “may not assume
the truth of allegations in a pleading which are ...