Filed 3/12/15 Klotz v. Ezzes CA2/1 

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS 

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115. 

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA 

SECOND APPELLATE DISTRICT 

DIVISION ONE 

ADAM M. KLOTZ et al., 

 Plaintiffs and Appellants, 

 v. 

STEVEN EZZES, 

 Defendant and Respondent. 

 B254438 

 (Los Angeles County 

 Super. Ct. No. BC497629) 

 APPEAL from an order of the Superior Court of Los Angeles County. Joseph R. 

Kalin, Judge. Reversed. 

 Fox Rothschild and Michael Eidel for Plaintiffs and Appellants. 

 Kendall Brill & Klieger, Bert H. Deixler, Laura W. Brill and Joshua W. Sussman 

for Defendant and Respondent Steven Ezzes. 

—————————— 
2

 Plaintiffs Adam M. Klotz, Richard A. Spitz, and SageMill Capital Advisors LLC 

appeal the trial court’s order quashing service of the summons and complaint on 

defendant Stephen Ezzes. Plaintiffs alleged claims against Ezzes for conspiracy and 

intentional interference with contract in connection with a failed business opportunity of 

SageMill. Ezzes, who is a resident of Connecticut and traveled to California four times 

during the plaintiffs’ negotiations with third parties concerning the business opportunity 

ostensibly on unrelated matters, sent over 100 emails to his alleged co-conspirator in 

California. Plaintiffs contended this contact was sufficient to establish personal 

jurisdiction, but the trial court found insufficient physical presence to justify jurisdiction. 

We reverse. 

FACTUAL BACKGROUND AND PROCEDURAL HISTORY 

 Klotz and Spitz met in May 1991 while both were associates at the law firm of 

Paul, Hastings. In the summer of 2009, one of Klotz’s clients introduced Stephen Bruce 

to Klotz. 

 In December 2009, Klotz, Spitz, and Bruce formed a partnership to be known as 

“SageMill Capital Advisors LLC” (SageMill). In forming SageMill, the partners sought 

to capitalize on their trading, portfolio management, structured finance, and capital 

markets experience to benefit SageMill’s clients. SageMill’s primary focus was to be 

tailored, short-term investment strategies for investors holding large positions in cash or 

near-cash securities. SageMill would generate returns surpassing those of U.S. 

Treasuries without exceeding the risk of AAA/AA type corporate debt. The partners 

envisioned that SageMill would function as an investment advisor by drawing upon the 

partners’ collective expertise and would employ rigorous methodologies to identify, 

select and monitor opportunities to deliver carefully and conservatively targeted returns, 

as well as to craft optimized blends of such opportunities based upon characteristics such 

as volatility and correlation. 

 Thereafter, the parties developed the business over a 20-month period before the 

filing of SageMill’s certificate of formation on August 16, 2011. The parties entered into 
3

an operating agreement on July 19, 2012; the operating agreement was effective 

retroactive to January 1, 2012. 

 In July 2012, SageMill was poised to complete a transaction with Abu Dhabi 

Investment Company (IAD) whereby the two entities would form a joint venture or other 

jointly owned entity that would be financed by IAD and provide services to IAD and 

other clients sourced by IAD and SageMill (the Venture). The business operating model 

(Operating Model) of the Venture envisioned profits after five years of $117 million, and 

predicted that the Venture would be worth a multiple of that amount. The partners shared 

the first three years of the Operating Model with IAD, who agreed with the partners’ 

estimates that it represented a reasonable and conservative projection of what the Venture 

could achieve. 

1. The Failed Negotiations with IAD 

 In late 2011, Andrew Felner of CitiBank introduced SageMill to IAD. Felner had 

a relationship with Stephen Swanson of IAD and believed SageMill was a good fit for 

IAD. On February 13, 2012, Bruce, Felner, Spitz, Swanson and Biswajit Dasgupta (also 

from IAD) spoke on the phone. Shortly thereafter, Bruce and Spitz flew to New York to 

meet with Swanson and Felner to discuss how to best proceed with negotiating a 

transaction. For the next several months, the parties continued their negotiations. 

 On April 24, 2012, IAD invited Bruce, Klotz, and Spitz to Abu Dhabi. The 

meetings were a success, with Swanson praising the parties’ talents and experience and 

expressing a unique “confluence of broad business interests between potential partners as 

great as that which existed between IAD and SageMill.” SageMill had a broad array of 

businesses, including its foundational “Structured Product Business,” and a “Manager of 

Managers” business, in which SageMill would identify, select, and monitor top money 

managers, while entities like IAD would provide clients. However, unbeknownst to 

Klotz and Spitz, during this time, Swanson, Bruce and Ezzes were actively working to 

undermine the Venture. Bruce intended to negotiate his own separate transaction with 

IAD in which he would be partners with Swanson and Ezzes. 
4

During the period July 20 to July 25, 2012, Swanson, Dasgupta, Bruce, Klotz, and 

Spitz met in Los Angeles to work out the terms of the Venture. Early on during the 

negotiations, Swanson told Klotz and Spitz that IAD was prepared to provide all of the 

Venture’s working capital in exchange for 50% of the Venture. Spitz and Klotz believed 

that IAD was serious about closing a deal while in Los Angeles. 

 On the evening of July 23, 2012, the negotiations began to falter for no reason 

apparent to Klotz and Spitz at the time. In an abrupt about-face, Swanson said that, 

although he believed terms could be worked out, Dasgupta was uncomfortable with the 

terms, and in particular the compensation levels. Swanson said that SageMill might be 

undervaluing IAD’s contributions to the venture and that IAD could establish a structured 

product business on its own “by hiring someone like Bruce.” Despite the setback, 

Swanson said he did not believe the parties really were too far apart and suggested they 

call it a day and resume the following morning. Plaintiffs allege that Bruce, however, 

was already having surreptitious communications with Swanson and Dasgupta, and was 

working throughout the IAD visit to steal SageMill’s opportunity (and indeed SageMill 

itself) for his own benefit. 

 On Tuesday, July 24 Klotz and Spitz met with Swanson in the morning to 

continue their discussions. Swanson began the session by acknowledging that the prior 

day was not productive, and again offered the same terms, but without guaranteed 

bonuses. He also indicated that IAD would be willing to make a two-year commitment 

and that if it decided to walk away after the second year, SageMill could have the 

Venture for itself and would not owe IAD anything, including any return of working 

capital. 

 Feeling generally encouraged, Klotz and Spitz told Swanson that they had to 

discuss the deal with their partner, Bruce. Klotz and Spitz accepted Swanson’s terms and 

remembering the prior day’s experience, emphatically indicated that neither a time 

commitment or salaries was a deal point. The parties agreed to meet later that evening, 

with Bruce noting to Klotz and Spitz that it was “time to close.” Meanwhile, Bruce was 
5

busy meeting with Swanson and Dasgupta without Klotz and Spitz’s knowledge. Bruce 

had already discussed with Swanson and Dasgupta the terms Swanson would he 

proposing to Bruce’s own partners. 

 At the evening meeting, Swanson began what turned out to be his final negotiation 

session with Klotz and Spitz by once again retracting the offer made earlier in the day 

and stated that IAD wanted only Bruce and Dasgupta to participate directly at the 

Venture level and that Klotz and Spitz should remain in SageMill and would receive 

roughly half the compensation of Bruce. Klotz cautioned Swanson that such an 

arrangement would run afoul of the parties’ operating agreement and the spirit of the 

parties’ long-standing partnership. 

 Negotiations were scheduled to continue on the morning of July 25, but Swanson 

and Dasgupta never arrived. Bruce, throughout that morning, corresponded with 

Swanson and Dasgupta to secure his own deal with IAD. At no time did Bruce disclose 

to plaintiffs that he had been communicating and secretly meeting with Swanson and 

Dasgupta throughout the IAD’s visit. 

 On Monday July 30, 2012, IAD sent an email to the partners indicating that IAD 

was unwilling to consummate a transaction with SageMill due to SageMill’s “partnership 

dynamics.” After hearing about the email, Bruce expressed his frustration to Klotz, 

telling him that he “can’t believe he [Bruce] signed that Operating Agreement.” Bruce 

questioned Klotz’s/Spitz’s integrity and blamed them for the failed negotiations. 

2. Ezzes’s Involvement 

 In the months leading up to IAD’s visit to Los Angeles, Bruce communicated with 

Ezzes and disclosed the existence and specifics of SageMill’s business, particularly its 

negotiations with IAD, without consulting or informing his partners Klotz and Spitz. 

Bruce, Ezzes and Swanson met on June 21, 2012 in New York, without plaintiffs’ 

knowledge, to discuss the SageMill business. Bruce told Swanson, he had been 

discussing SageMill with Ezzes “from day one.” Ezzes had already begun email 

conversations with Bruce to join the SageMill–IAD venture. 
6

 Ezzes, who has an extensive track record in the finance industry, was a manager of 

Mariner Investment Group, and a close confidant of Bruce. Yet, at no time was Ezzes a 

part of the SageMill team, and Bruce did not inform Klotz. and Spitz that he was sharing 

confidential SageMill information with Ezzes. Bruce never mentioned or introduced 

Ezzes to Klotz and Spitz. 

 Bruce had been giving Ezzes proprietary SageMill information from the earliest 

stages of the partnership. On October 3, 2011, Bruce sent Ezzes by email Sage Mill’s 

“Proprietary Advisory Introduction,” a PowerPoint presentation detailing SageMill’s 

investment strategy and the benefits of utilizing SageMill’s services. Ezzes also had 

access to the “‘highly confidential’ Three-Year Operating Model and Budget that Klotz 

had sent to IAD in June 2012, which Bruce sent Ezzes” by email. The document 

contained extremely sensitive financial projections and fee information related to the 

SageMill-IAD partnership. On July 13, 2012, Ezzes emailed Bruce and referred to the 

fact they would be working together. 

 During the SageMill–IAD negotiations in July 2012, Bruce and Ezzes 

communicated daily by email. After the SageMill-IAD opportunity fell apart at the end 

of July 2012, Bruce immediately began communicating with Ezzes and went to work 

with Ezzes to resurrect the IAD deal (in a form that excluded Klotz and Spitz as 

partners), and lay the groundwork for ultimately going into business with Swanson. On 

August 1, 2012, Bruce inquired of Ezzes about software packages to be used for a “‘fund 

of funds’” business, noting that he was putting together a budget and had “‘plenty of 

working capital.’” Ezzes indicated he wanted to introduce Bruce to Nino Carpenito, a 

hedge fund manager from New Mexico. Ezzes told Bruce it was time to begin formally 

planning their new business. In August 2012, Ezzes emailed Swanson about Ezzes’s trip 

to California, where he had met with Bruce, and stated, “[Bruce] is nearing the end of 

dealing with his former partners. Seems like an odd odyssey since [Bruce] is the only 

one with experience to conduct the contemplated businesses. I can tell you [Bruce] is 

very excited to get all of this behind him and move forward with the opportunity. We 
7

spent much of the day talking about how best to capitalize on what is a unique 

environment.” 

 Ezzes, Swanson and Bruce worked together on a project in which Bruce was the 

architect of a new proposed joint venture with IAD to focus on the same type of 

investments that SageMill had contemplated doing with IAD or other investors. Ezzes, 

Swanson and Bruce embarked on a new investment project called Treowe, a “Debt Fund 

Management’’ business that was intended to engage in the same business that SageMill 

contemplated. Bruce, Ezzes and Swanson prepared and distributed marketing materials 

for Treowe. 

 Treowe’s marketing materials make clear that it is an asset management business 

pursuing the same business opportunities that SageMill was to pursue. The Treowe 

Management team includes Bruce as the CEO (Chief Executive Officer) and CIO (Chief 

Investment Officer), Ezzes as the COO (Chief Operating Officer) and Swanson as a 

strategic and business advisor. For Treowe, Bruce used the proprietary financial model 

built for the SageMill business (i.e., the Operating Model and Budget). 

 Plaintiffs’ First Amended Complaint stated claims for against Bruce and Swanson 

for declaratory judgment, breach of fiduciary duty, breach of contract, unfair competition, 

breach of implied covenant of good faith and fair dealing, conspiracy (against Bruce, 

Ezzes and Swanson), intentional interference with contract (against Bruce, Ezzes and 

Swanson), and sought damages in excess of $50 million, injunctive relief, and punitive 

damages. 

3. Motion to Quash 

Ezzes, a Connecticut resident, moved to quash service of the summons and 

complaint on him for lack of personal jurisdiction. Currently, Ezzes works at Mariner 

Investment Group, an asset management firm based in Harrison, New York. Ezzes had 

not lived in California for over 30 years. During the 1960’s through the early 1980’s, 

Ezzes lived in Los Angeles, attended college and business school at UCLA in the 1970’s, 

and lived in San Francisco in 1980 and 1981 to work at Morgan Stanley. Ezzes did not 
8

own property in California, had not been an officer of a California corporation, had not 

been professionally licensed in California, does not hold or own bank accounts or stock 

in California, and does not hold a current California driver’s license. He does not, and 

has never, conducted any personal business in California. He is only in California on rare 

occasions to do work for Mariner for no more than two to three days a year, if at all. 

 Ezzes met Bruce in the mid-1990’s when both worked at Lehman Brothers in New 

York. Subsequently, Bruce moved to California to start a business managing 

collateralized loan obligations, and currently, Bruce lives in Calabasas, California. In 

June 2012, Bruce invited Ezzes to lunch in New York to discuss a new business venture 

Bruce had set up with individuals based in California; subsequently, the two men had 

lunch with Swanson. Bruce introduced Swanson as the general counsel of IAD, and 

explained that Bruce and two other individuals had approached IAD about investing in 

Bruce’s new venture. Bruce requested Ezzes to introduce Bruce to certain of Ezzes’s 

contacts at JP Morgan and Bank of America to explore whether such institutions would 

be interested in underwriting the securities that Bruce and the other two individuals in the 

Venture intended to issue through the Venture. 

 Later, Ezzes attended a meeting where he introduced Bruce and Swanson to 

Ezzes’s contacts at JP Morgan and Bank of America. Ezzes did not expect to be involved 

in the Venture, and did not discuss the Venture with Bruce or Swanson, nor did he learn 

any details of Bruce’s relationship with the other two individuals involved in the venture 

because Bruce described the Venture in very broad terms. Ezzes did not have a financial 

interest in the Venture, nor was he invited to serve in the role of investor, partner, 

member, officer or employee. All of Ezzes’s communications with Bruce were for the 

sole purpose of introducing Bruce to Ezzes’s connections at JP Morgan and Bank of 

America. 

 In July 2012, Bruce told Ezzes that the two individuals involved with IAD had an 

unsuccessful meeting with IAD, and that IAD had reservations about the two individuals 

and thus IAD wanted to invest with Bruce only. Later, Bruce told Ezzes that IAD did not 
9

want to be involved with Bruce at all. IAD had determined that the Venture was outside 

the scope of IAD’s business. Ezzes was not privy to any of these conversations and only 

learned of the status of the Venture and IAD through Bruce. 

 Ezzes argued this evidence established he did not have sufficient contacts with 

California to confer jurisdiction. First, general jurisdiction did not exist because his 

limited contact with Bruce did not establish continuous and systematic contact with 

California because Ezzes was only in California two to three days a year on business for 

his employer Mariner. Second, Ezzes had not engaged in any conduct aimed at or 

targeted at California because the only time Ezzes met with Bruce was in New York; 

Ezzes did not have any involvement in the Venture; Ezzes did not know of the details of 

Bruce’s relationship with the plaintiffs and thus could not know of any alleged harm to 

be caused to plaintiffs in California; and Ezzes’s conduct did not arise out of California 

related activities as Ezzes had no involvement in the Venture in California. 

 Plaintiffs’ opposition asserted that Ezzes had traveled to California in August 

2012, October 2012, April 2013, and the summer of 2013; during August 2012, met with 

Bruce and came to SageMill’s offices in Calabasas; met with a business associate in 

California in October 2012 about Ezzes’s involvement in the Venture with IAD and 

Bruce; and was in California in April 2013 in connection with a presentation by Bruce 

and Swanson and Ezzes’s Treowe Partners to Orchard Capital. Further, plaintiffs 

asserted that Ezzes had traveled to California every year for business purposes since 

2002. 

 Plaintiffs relied on Ezzes’s four trips to California with respect to the SageMill 

business: (1) Ezzes’s meeting with Bruce in Calabasas in August 2012; (2) Ezzes 

traveled to California in October 2012 to meet with a business associate (Carpenito) he 

wanted introduce to Bruce in connection with the joint venture business that Bruce was 

continuing to negotiate with IAD; this trip included Ezzes’s meeting with an asset 

manager in Westwood, California called “ICG Advisors” (with whom the SageMill 

partners had previously discussed a strategic business arrangement with SageMill); 
10

(3) Ezzes traveled to California in April 2013 to meet with Bruce, and although the 

meeting was canceled on short notice, Ezzes spoke with Bruce while in California; and 

(4) Ezzes traveled again to California in the summer or fall of 2013 to speak at a 

conference. 

 In addition, Ezzes sent 118 emails to Bruce from New York during the period 

2011 through 2013, most of which involved the SageMill partnership. Treowe Partners, 

of which Ezzes is the Chief Operating Officer (COO), has its business office in Los 

Angeles, California, and Ezzes is a member of the management committee of Treowe 

Partners as the COO. 

 Plaintiffs argued specific jurisdiction existed because Ezzes purposefully availed 

himself of California by reaching beyond his home state to meet with Bruce, visit 

SageMill’s offices, and develop a business relationship with Bruce; Ezzes’s contacts with 

the forum were substantially connected with the harm to plaintiffs; and jurisdiction would 

be reasonable because Ezzes travels to California periodically, has no financial hardships, 

and could be deposed in New York. 

 In reply, Ezzes contended that he had never traveled to California to conduct any 

personal business with Bruce or anyone else, and his meeting with Bruce in August 2012 

occurred only because he happened to be in California, and meeting with Bruce was not 

the purpose of his visit. Second, Ezzes never discussed joining the IAD venture, but 

would consider joining any venture that Bruce might set up in new York. Third, his 

presence in California in October 2012 (at a football game in San Diego with Carpenito) 

was related to his business with Mariner, and Ezzes had suggested Carpenito might meet 

Bruce in order to assist Bruce. Fourth, on the same visit, Bruce did not meet with ICG, a 

money manager based in Westwood, except on business for Mariner. Fifth, he did not 

meet with Bruce in California in April 2013. Sixth, Ezzes has only visited California 

once or twice a year since 2008. Seventh, Treowe is not a business but a concept Ezzes 

created for discussion to raise capital for a venture that has not materialized, and thus 
11

Ezzes was not the COO of such an entity. Finally, not all of the 118 emails were sent to 

Bruce while Bruce was in California. 

4. Trial Court Ruling

 At the hearing, the trial court stated plaintiffs had not demonstrated minimum 

contacts. “There were emails to one’s best friend in California. There were four visits to 

California over two years. This does not approximate physical presence as to justify the 

exercise of general jurisdiction.” The court observed that Ezzes had not done business in 

California. After taking the matter under submission, the court granted the motion to 

quash. 

DISCUSSION 

 Plaintiffs argue that general jurisdiction over Ezzes exists based on Ezzes’s nearly 

annual business trips to California every year since 2002, and there is specific jurisdiction 

over Ezzes because Ezzes traveled to California for the purpose of meeting with Bruce 

about the Venture, which is the subject of the claims in this case, sent more than 100 

emails from New York to Bruce in California, and agreed to become the COO of a 

business that was to be located in California. Ezzes contends that plaintiffs waived their 

substantial evidence challenges on appeal because their opening brief only refers to 

evidence in their favor. On the merits, Ezzes contends that no general jurisdiction exists 

because he had no continuous and systematic contact with California, and no specific 

jurisdiction exists because he did not engage in any tortious conduct expressly directed at 

California, and did not cause any effects foreseeable in California. 

I. Standard of Review 

 On a defendant’s motion to quash for lack of personal jurisdiction, the plaintiff bears 

the initial burden of establishing a factual basis for jurisdiction by a preponderance of the 

evidence. If the plaintiff satisfies this burden, the burden shifts to the defendant to show 

that the exercise of jurisdiction would be unreasonable. (Snowney v. Harrah’s 

Entertainment, Inc. (2005) 35 Cal.4th 1054, 1062 (Snowney).) “On review, the question of 

jurisdiction is, in essence, one of law.” (Dorel Industries, Inc. v. Superior Court (2005) 
12

134 Cal.App.4th 1267, 1273.) If there is a conflict in the evidence, we review the trial 

court’s factual determinations for substantial evidence; but even where there is a conflict, 

“we review independently the trial court’s conclusions as to the legal significance of the 

facts.” If there is no conflict in the evidence, our review of the jurisdictional question is de 

novo. (Ibid.)

II. Exercise of Jurisdiction 

 California’s long-arm statute permits the exercise of jurisdiction “on any basis not 

inconsistent with the Constitution of this state or of the United States.” (Code Civ. Proc., 

§ 410.10.) Constitutionally, California courts may exercise personal jurisdiction over 

nonresidents who have “minimum contacts” with the state. Minimum contacts exist where 

the relationship between the resident and the forum state is such that the exercise of 

jurisdiction does not offend “‘traditional notions of fair play and substantial justice’” under 

the due process clause. (Internat. Shoe Co. v. Washington (1945) 326 U.S. 310, 316 [66 

S.Ct. 154, 90 L.Ed. 95].) “The due process clause is concerned with protecting nonresident 

defendants from being brought unfairly into [the forum state], on the basis of random 

contacts.” (Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 452 (Vons 

Companies).) 

A. General Jurisdiction 

 Personal jurisdiction is either general or specific. If the defendant’s forum-related 

contacts are extensive and wide-ranging, or substantial, continuous and systematic, the 

defendant may be subject to the court’s general jurisdiction. (Boaz v. Boyle & Co. (1995) 

40 Cal.App.4th 700, 717.) In the case of general jurisdiction, the claims at issue need not 

be connected with the defendant’s business relationship to the forum. Instead, the 

defendant is subject to the California court’s jurisdiction for all causes of action raised 

against it. (Vons Companies, supra, 14 Cal.4th at p. 445.) “Such a defendant’s contacts 

with the forum are so wide-ranging that they take the place of physical presence in the 

forum as a basis for jurisdiction. [Citation.]” (Id. at p. 446.) 
13

 General jurisdiction is proper only where the defendant’s contacts in the forum are 

continuous and systematic. Continuous and systematic contacts include such activities as 

maintaining an office and employees in the forum, use of forum bank accounts, and the 

marketing or selling of products in the forum state. (Helicopteros Nacionales de Colombia 

v. Hall (1984) 466 U.S. 408, 415 [104 S.Ct. 1868, 80 L.Ed.2d 404]; Shisler v. Sanfer Sports 

Cars, Inc. (2006) 146 Cal.App.4th 1254, 1258–1259.) 

 In Cassiar Mining Corp. v. Superior Court (1998) 66 Cal.App.4th 550, the 

defendant was incorporated in Canada, mined and milled raw asbestos in British Columbia, 

and sold raw asbestos fibers to manufacturers, including several different companies with 

California plants. For 38 years, the defendant sold thousands of tons of raw asbestos to 

California operations. Despite the fact the defendant had sold thousands of tons of its 

product to several California companies over a period of 38 years, there was no general 

jurisdiction because the defendant’s contacts with California were limited to sales to 

California operations and did not include offices, employees, bank accounts, or real 

property within the state, or advertisement in any California trade journals or publications. 

(Id. at p. 555.) 

 Here, Ezzes’s contacts with California do not approximate physical presence within 

the state, nor do his recent dealings with SageMill and Treowe Partners approximate 

presence in the state. They have been limited to once a year visits to clients, and more 

recently, a string of emails regarding the failed Venture with IAD and four visits over a 

two-year period regarding IAD and Treowe. Ezzes did not maintain a residence, bank 

account, or have a California driver’s license. Such contacts are not sufficiently systematic 

and continuous to warrant general jurisdiction. 

B. Specific Jurisdiction 

 Specific personal jurisdiction, on the other hand, may exist if the defendant’s forumrelated activities are not so pervasive as to justify an exercise of general jurisdiction. 

Specific jurisdiction results when the defendant’s contacts with the forum state are 

sufficient to subject the defendant to suit in the forum on a cause of action related to or 
14

arising out of those contacts. (Sonora Diamond Corp. v. Superior Court (2000) 83 

Cal.App.4th 523, 536.) Whether jurisdiction exists turns on the quality and nature of the 

defendant’s activities in the forum related to a particular cause of action. (Cornelison v. 

Chaney (1976) 16 Cal.3d 143, 147–148 (Cornelison).) We therefore consider the 

relationship between the defendant, the forum, and the litigation. (Snowney, supra, 35 

Cal.4th at p. 1062.) 

 We will find specific jurisdiction where (1) the defendant has purposefully availed 

himself or herself of doing business in the state; (2) the controversy at issue arises from or 

is related to the defendant’s forum-related contact; and (3) assertion of jurisdiction would 

be reasonable. (Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 269 (Pavlovich); 

Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 477–478 [105 S.Ct. 2174, 85 

L.Ed.2d 528] (Burger King Corp).) 

 1. PURPOSEFUL AVAILMENT

 “‘Purposeful availment’” occurs where a nonresident defendant purposefully directs 

its activities at the residents of the forum, purposefully derives benefit from its activities in 

the forum, creates a substantial connection with the forum, deliberately engages in 

substantial activities in the forum, or creates continuing obligations between itself and 

residents of the forum. (See Burger King Corp., supra, 471 U.S. at pp. 471–478.) By 

limiting the scope of a forum’s jurisdiction in this manner, “[t]he ‘purposeful availment’ 

requirement ensures that a defendant will not be haled into a jurisdiction as a result of 

‘random,’ ‘fortuitous,’ or ‘attenuated’ contacts.” (Id. at p. 475.) The purposeful availment 

requirement focuses on the defendant’s intentions. “‘This prong is only satisfied when the 

defendant purposefully and voluntarily directs his activities toward the forum so that he 

should expect, by virtue of the benefit he receives, to be subject to the court’s jurisdiction 

based on’ his contacts with the forum. [Citation.]” (Pavlovich, supra, 29 Cal.4th at p. 

269.) 

 Under the “effects test” analysis applied to the purposeful availment prong, as set 

forth in Calder v. Jones (1984) 465 U.S. 783 [104 S.Ct. 1482, 79 L.Ed.2d 804] (Calder), 
15

the defendant must allegedly have (1) committed an intentional act, (2) expressly aimed at 

the forum state, (3) causing harm that the defendant knows is likely to be suffered in the 

forum state. (Jewish Defense Organization, Inc. v. Superior Court (1999) 72 Cal.App.4th 

1045, 1057.) Merely asserting that a defendant knew or should have known that his 

intentional acts would cause harm in the forum state is not enough to establish jurisdiction 

under the effects test. The plaintiff must also point to contacts which demonstrate that the 

defendant expressly aimed its tortious conduct at the forum. (Pavlovich, supra, 29 Cal.4th 

at p. 269.) The effects test need not be applied under the purposeful availment prong in 

every tort case because the “effects test was not meant to restrict a court’s jurisdictional 

reach, but rather to serve as an additional tool for a forum to exercise constitutional 

jurisdiction.” (Gilmore Bank v. AsiaTrust New Zealand Ltd. (2014) 223 Cal.App.4th 

1558, 1571 (Gilmore Bank).) 

 Here, defendant relies upon Burdick v. Superior Court (2015) 233 Cal.App.4th 8, to 

establish that internet conduct alone will not support jurisdiction. Burdick held jurisdiction 

was improper over an Illinois defendant who made allegedly defamatory statements about 

the plaintiffs, California residents, on the defendant’s Facebook page. (Id. at p. 25.) 

Burdick applied the “effects test” of Calder, supra, 465 U.S. 783 and the recent Supreme 

Court decision of Walden v. Fiore (2014) 571 U.S. ___ [134 S.Ct. 1115, 188 L.Ed.2d 12]. 

Walden held that the suit must arise out of the defendant’s contacts with the state that the 

defendant created, and must connect the defendant’s conduct to the forum state, not just to 

a plaintiff who resides in California. (Walden, at pp. 1122–1123.) Both Calder and 

Walden “emphasize the difference between conduct directed at the plaintiff and conduct 

directed at the forum state itself.” (Burdick, at p. 25.) Applying this test, Burdick 

concluded that there was no evidence the defendant’s Facebook page focused on 

California, the posting was directed at California residents, or that the persons or 

institutions to whom the posting was directed (defendant’s Facebook friends) resided in 

California. (Id. at p. 25.) 
16

 Postings on a Facebook page, which has an amorphous and semi-public audience, 

differ from the emails at issue here, which were exchanged between two individuals in 

private. In Gilmore Bank, supra, 223 Cal.App.4th 1558, a judgment creditor sought to 

recover fraudulently transferred funds from the defendant New Zealand bank, where the 

judgment debtor had set up a trust. The bank received compensation for shielding the 

judgment debtor’s assets from the judgment creditor. The bank sought to quash service of 

the summons on the basis that it did not do business in California and none of its 

representatives traveled to California, although the bank received wire transfers from 

another defendant’s bank account in California and the parties communicated by email. 

(Id. at pp. 1564–1565.) 

Gilmore Bank, supra, 223 Cal.App.4th 1558 found specific jurisdiction based upon 

the bank’s purposeful availment of the California forum, noting that “‘in this age of 

telecommunications, fax machines, and rapid mail services it is possible to [solicit and 

negotiate investments] without face-to-face meetings in any jurisdiction.’ [Citation.] It ‘is 

an inescapable fact of modern commercial life that a substantial amount of business is 

transacted solely by mail and wire communications across state lines, thus obviating the 

need for physical presence within a State in which business is conducted.’ [Citation.] 

‘While any single telephone call or piece of correspondence might not be enough to satisfy 

the “minimum contacts” requirement, there is much more in this case. Here there was a 

veritable “latticework” of contacts linking [AsiaTrust] and the State of California: not one 

but many calls and other communications to California during the negotiations. The 

execution in California of the legal documents which formed the arrangement . . . . A 

continuing stream of payments from [AsiaTrust] to California.’” (Id. at pp. 1572–1573.) 

 Similarly, in Hall v. LaRonde (1997) 56 Cal.App.4th 1342, the plaintiff, a 

California resident, initially contacted the defendant, a New York resident, by email 

concerning a software module the plaintiff had written. The parties incorporated the 

module into defendant’s retail product, and the defendant agreed to compensate the 

plaintiff for each license of the program sold. The plaintiff developed the software in 
17

California; all negotiations over the software were conducted by email and telephone; 

and the plaintiff had no other connections to New York. (Id. at pp. 1344–1345.) Further, 

the defendant reached out to California and worked with the plaintiff in integrating the 

module into defendant’s software, the parties continued to work on the product, making 

modifications to it, and the parties contemplated continuing royalty payments to the 

plaintiff. (Id. at p. 1347.) In assessing whether special jurisdiction existed, the court 

observed that “[t]here is no reason why the requisite minimum contacts cannot be 

electronic.” The court found the defendant’s contacts with California were more than 

random, fortuitous and attenuated and that specific jurisdiction existed because it was fair 

for the defendant to account in California for the consequences of his activities that arose 

in California. (Ibid.) 

 Thus, we conclude that Ezzes purposefully availed himself of California. Ezzes’s 

visits to California admittedly had a dual purpose (on the one hand, Ezzes’s business for 

Mariner and on the other, his meetings with Bruce). There is also the establishment of a 

new business enterprise in California (Treowe) of which Ezzes held a significant 

management role. Finally, there was a constant stream of emails back and forth. These 

emails were crucial to the defendants’ alleged enterprise of undermining the SageMill 

negotiations with IAD and the creation of their own business endeavor that employed 

SageMill’s proprietary information. 

 Further, Ezzes’s conduct satisfies the effects test of Calder, supra, 465 U.S. 783. 

Ezzes committed an intentional act (assisting Bruce in causing the demise of the Venture), 

that was expressly aimed at California because the parties and the partnership resided here, 

that caused harm Ezzes knew was likely to be suffered in the forum state—namely, 

SageMill’s loss of the joint venture.

 2. CONTROVERSY ARISING FROM FORUM CONTACT

 A controversy is related to or arises out of a defendant’s forum contacts where there 

is a substantial connection between the forum contacts and the plaintiffs’ claim. (Vons 

Companies, supra, 14 Cal.4th at p. 453.) However, “A claim need not arise directly from 
18

the defendant’s forum contacts in order to be sufficiently related to the contact to warrant 

the exercise of specific jurisdiction. Rather, as long as the claim bears a substantial 

connection to the nonresident’s forum contacts, the exercise of specific jurisdiction is 

appropriate.” (Id. at p. 452.) “[W]e consider not only the conduct directly affecting the 

plaintiff, but also the broader course of conduct of which it is a part.” (Anglo Irish Bank 

Corp., PLC v. Superior Court (2008) 165 Cal.App.4th 969, 979.) 

 Here, the plaintiffs’ claims arise out of Ezzes’s contacts with California: Ezzes’s 

alleged efforts to assist Bruce in usurping the SageMill Venture with IAD for their benefit 

occurred primarily in California through emails and face-to-face meetings in California 

with Bruce. The net result of Ezzes’s contacts with California was Bruce’s and Ezzes’s 

alleged wrongful act of causing the Venture negotiations to fail so that Bruce, Ezzes, and 

others could step in and form a joint venture with IAD, as well as form Treowe Partners, a 

business that offered financial services in a manner that was substantially similar to that 

contemplated by SageMill. 

 3. REASONABLENESS OF JURISDICTION

 Factors related to the determination of whether an exercise of specific jurisdiction is 

reasonable include the burden on the defendant to defend himself in California, the interest 

of the forum state, and the plaintiff’s interest in obtaining relief. (Cornelison, supra, 16 

Cal.3d at p. 150–151.) “These considerations sometimes serve to establish the 

reasonableness of jurisdiction upon a lesser showing of minimum contacts than would 

otherwise be required. [Citations.] On the other hand, where a defendant who purposefully 

has directed his activities at forum residents seeks to defeat jurisdiction, he must present a 

compelling case that the presence of some other considerations would render jurisdiction 

unreasonable.” (Burger King Corp., supra, 471 U.S. at p. 477.) The intensity of the 

defendant’s contacts with the state and the reasonableness of the exercise of jurisdiction are 

inversely related: the stronger the contacts, the more reasonable an exercise of jurisdiction 

becomes; the stronger the showing of reasonableness, the smaller the degree of contacts 

that need be shown to establish purposeful availment. (Id. at pp. 477–478.) 
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 Here, jurisdiction is reasonable. Ezzes admittedly already travels to California on 

business several times a year. Although he lives and conducts his business on the East 

Coast, he has business interests in California (Treowe). Requiring him to come to 

California to participate in this litigation thus does not place any undue burden on him. 

 Lastly, we point out that we find no waiver here based upon plaintiffs’ supposedly 

selective recitation of the facts. The facts advanced by the plaintiffs, as well as the other 

facts in the record, support specific jurisdiction. 

DISPOSITION 

 The order is reversed. Appellants are to recover their costs on appeal. 

 NOT TO BE PUBLISHED. 

 JOHNSON, J. 

We concur: 

 ROTHSCHILD, P. J. 

 BENDIX, J.*

 * Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant 

to article VI, section 6 of the California Constitution.