Prime Capital, HR v. Mackenzie

1 2 3 4 5 6 7 8 9 UNITED STATES DISTRICT COURT 10 SOUTHERN DISTRICT OF CALIFORNIA 11 12 PRIME CAPITAL, HR, Case No.: 25-cv-570-RSH-SBC 13 Plaintiff, ORDER GRANTING 14 v. DEFENDANT’S MOTION TO DISMISS 15 16 IAN ROBERT MACKENZIE; and [ECF No. 3] DOES 1 through 10, 17 Defendants. 18 19 20 Pending before the Court is Defendant’s motion to dismiss the Complaint for lack 21 of personal jurisdiction. ECF No. 3. Pursuant to Local Civil Rule 7.1(d)(1), the Court finds 22 the motion presented appropriate for resolution without oral argument. For the reasons 23 stated below, the Court grants Defendant’s motion. 24 I. BACKGROUND 25 26 A. This Lawsuit Plaintiff filed this lawsuit on March 10, 2025. ECF No. 1. The Complaint alleges as 27 follows. 28 1 Defendant Ian Robert Mackenzie is a resident and citizen of the United Kingdom. 2 ECF No. 1 ¶ 3. Plaintiff Prime Capital HR is a corporation organized under the laws of 3 California, and with a principal place of business in Escondido, California. Id. ¶¶ 2, 6. 4 At an unspecified time, Plaintiff orally agreed to loan Defendant $125,000. Id. ¶10. 5 Defendant agreed to repay the principal amount within six months. Id. ¶ 11. Thereafter, 6 Plaintiff sent Defendant loan disbursements on June 12, 2024, July 9, 2024, and July 26, 7 2024 in the amounts of $40,000, $40,000, and $45,000, respectively. Id. ¶ 10, Ex. A. After 8 receiving the loan disbursements, Defendant failed to repay the loan, and ceased 9 communication with Plaintiff regarding payment of the loan. Id. ¶ 14. 10 The Complaint alleges three causes of action: (1) breach of contract; (2) fraudulent 11 misrepresentation; (3) and unjust enrichment. Id. ¶¶ 16–29. Plaintiff seeks money damages 12 and attorney’s fees. Id. at 5. 13 The Complaint contains no allegations specifically relating to personal jurisdiction 14 over Defendant, but alleges that venue is proper in this district “because Plaintiff exists and 15 operates in this district and a substantial part of the events giving rise to this claim occurred 16 in this district.” Id. ¶ 5. The Complaint contains no further allegations regarding events 17 occurring within the State of California or within the Southern District of California. 18 On April 14, 2025, Defendant filed a motion to dismiss for lack of personal 19 jurisdiction. ECF No. 3. The matter is fully briefed. See ECF No. 6 (Opposition). 20 Plaintiff’s opposition includes various assertions, relating to Defendant’s contacts 21 with California, that are not contained in the Complaint. Specifically, Plaintiff asserts that: 22 (1) Defendant negotiated the loan with Plaintiff’s CEO, who lives and works in California; 23 (2) “all communications about the loan were directed at California”; (3) the loan proceeds 24 “were wired from a California corporation,” and were to be repaid to a bank account in 25 California; (4) Defendant had a relationship with Plaintiff and Plaintiff’s CEO that pre- 26 existed the loan negotiations, and initiated contact with Plaintiff; (5) Defendant also serves 27 as an employee and director of at least three subsidiaries of a different California 28 corporation (a separate corporation that has the same CEO as Plaintiff); and (6) Defendant 1 “was well aware that his contacts were in the state of California.” Id. at 3–4. Plaintiff 2 implies, but does not expressly concede, that Defendant never physically entered California 3 Id. at 6. 4 Plaintiff’s opposition brief attaches as “Exhibit A” five pages that Plaintiff describes 5 as “true and correct copies of the wire transfer confirmations.” ECF No. 6 at 2. Those pages 6 are not authenticated by a declaration, or further explained by Plaintiff; and they do not 7 appear to identify specific financial institutions. Id. Ex. A. They also do not refer to 8 California, or as far as the Court can tell, to Plaintiff. Plaintiff offers no other evidence. 9 II. LEGAL STANDARD 10 Pursuant to Federal Rule of Civil Procedure 12(b)(2), a defendant may move to 11 dismiss based on lack of personal jurisdiction. A district court has personal jurisdiction 12 over a defendant if a statute authorizes jurisdiction and the assertion of jurisdiction does 13 not offend due process. Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 2006). 14 “Where . . . there is no applicable federal statute governing personal jurisdiction, the 15 district court applies the law of the state in which the district court sits.” Yahoo! Inc., v. La 16 Ligue Contre Le Racisme Et L’Antisemitisme, 433 F.3d 1199, 1205 (9th Cir. 2006). Under 17 California law, a court can exercise personal jurisdiction over a defendant if doing so would 18 be consistent with due process. Cal. Code Civ. Proc. § 410.10. Due process in turn requires 19 that a defendant “have certain minimum contacts with [the forum state] such that the 20 maintenance of the suit does not offend ‘traditional notions of fair play and substantial 21 justice.’” Int’l Shoe Co. v. Wash., 326 U.S. 310, 316 (1945) (internal citation omitted). 22 On a motion to dismiss for lack of personal jurisdiction, “the plaintiff bears the 23 burden of establishing that jurisdiction exists.” Rio Props., Inc. v. Rio Int’l Interlink, 284 24 F.3d 1007, 1019 (9th Cir. 2002). “Where … the defendant’s motion is based on written 25 materials rather than an evidentiary hearing, the plaintiff need only make a prima facie 26 showing of jurisdictional facts to withstand the motion to dismiss.” Mavrix Photo, Inc. v. 27 Brand Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). Under this standard, the plaintiff’s 28 “materials [must] demonstrate facts which support a finding of jurisdiction in order to avoid 1 a motion to dismiss.” Data Disc, Inc. v. Sys. Tech. Assocs, Inc., 557 F.2d 1280, 1285 (9th 2 Cir. 1977) (citations omitted). 3 “Although the plaintiff cannot simply rest on the bare allegations of its complaint, 4 uncontroverted allegations in the complaint must be taken as true.” Schwarzenegger v. 5 Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004) (citation and internal quotation 6 marks omitted). “Conflicts between the parties over statements contained in affidavits must 7 be resolved in the plaintiff’s favor.” Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 8 2008) (citation omitted). 9 III. DISCUSSION 10 The Complaint does not contain any factual allegations that would establish personal 11 jurisdiction in this case. It alleges that Plaintiff is a California corporation with its principal 12 business in California; this alone is insufficient to confer jurisdiction over Defendant. The 13 Complaint’s allegation that “a substantial part of the events giving rise to this claim 14 occurred in this district,” ECF No. 1 ¶ 5, is conclusory rather than a proper factual 15 allegation. 16 Plaintiff has not supplemented its pleading with evidence. The assertions that 17 Plaintiff makes in its opposition are unsupported, and therefore may not be relied upon. 18 See Gaspari Nutrition, Inc. v. Kaltwasser, No. CV 16-5522-JFW (GJSx), 2017 U.S. Dist. 19 LEXIS 174270, at *15 (C.D. Cal. Mar. 30, 2017) (granting defendant’s motion to dismiss 20 where “[p]laintiff has merely relied on conclusory assertions in its [o]pposition without 21 any supporting evidence”); Pizana v. SanMedica Int’l, LLC, No. 118CV00644ADASKO, 22 2023 WL 8528640, at *18 (E.D. Cal. Dec. 8, 2023) (the court “may look to materials 23 beyond the complaint, such as declarations, when assessing personal jurisdiction, it would 24 be inappropriate to rely on uncited argumentation in the parties’ briefing”); Sky Billiards, 25 Inc. v. Loong Star Inc., No. EDCV1400921JGBSPX, 2014 WL 12601022, at *4 (C.D. Cal. 26 Sept. 4, 2014) (“the court cannot consider unsupported factual assertions” in plaintiff’s 27 opposition). The assertions here are also vague and conclusory. Finally, the bank records 28 that Plaintiff submits are unauthenticated, unexplained, and on their face are not probative. l Plaintiff has failed to carry its burden of establishing personal jurisdiction, and its 2 ||Complaint is subject to dismissal. 3 Plaintiff requests that the Court permit Plaintiff to conduct jurisdictional discovery. 4 ||ECF No. 6 at 8. Jurisdictional discovery “may be appropriately granted where pertinent 5 || facts bearing on the question of jurisdiction are controverted or where a more satisfactory 6 showing of the facts is necessary.” Boschetto, 539 F.3d at 1020. Here, however, Plaintiff 7 ||has failed to offer evidence of facts that are presumably within its own possession, and 8 || Plaintiff offers no explanation as to how discovery will yield specific relevant facts. The 9 || Court declines to order such discovery. 10 CONCLUSION 11 For the above reasons, the Court GRANTS Defendant’s motion to dismiss [ECF 12 || No. 3]; and DISMISSES the Complaint and the action for lack of personal jurisdiction. 13 IT IS SO ORDERED. 14 || Dated: June 11, 2025 fekut C [owe Hon. Robert S.Huie 16 United States District Judge 17 18 19 20 21 22 23 24 25 26 27 28