EXHIBIT A 

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AMERICAN ARBITRATION ASSOCIATION

COMMERCIAL ARBITRATION

PARKRIDGE LIMITED, a Hong Kong corporation, 

by Mable Mak, and MABEL MAK, an individual

Claimants, 

v.

INDYZEN, INC., a California corporation, and 

PRAVEEN NARRA KIJMAR, an individual,

Respondents.

AAA Case No.: 01-17-0003-4918

CLAIMANTS’ MOTION TO DISMISS RESPONDENTS’ COUNTERCLAIMS AND 

FIVE NON-SIGNATORIES

Respondents filed Counterclaims against Claimants seemingly asserting (a) breach of 

contract and (b) intellectual property misappropriation. Exhibit A. They further asserted the 

Counterclaims against five parties who are not signatories to any agreements with Respondents: 

Boon Global Limited (“Boon”), F8 Vietnam Company Limited (“F8”), California Fitness & Yoga 

Centers (“California Fitness”), California Management Group (“California Management”) and 

Randy Dobson (“Dobson”) (collectively, the “Non-Signatories”). Respondents allege that 

Claimants and the Non-Signatories (collectively the “Counter-Respondents”) purportedly 

breached a software development agreement between Indyzen, Inc. and Parkridge Ltd. (“the Morfit 

Agreement”) by insufficiently paying Indyzen, and “misappropriated intellectual property rights”

“to benefit entities that they have set up which exclude Narra despite their promises otherwise.” 

Exh. A at 3. For the reasons addressed below, the Counterclaims should be dismissed because (1) 

this tribunal lacks jurisdiction over the counterclaims because they fall outside the arbitration 

provision, and because it lacks jurisdiction over the Non-Signatories because they did not agree to 

arbitrate any claims with Respondents; (2) they fail to provide sufficient notice of the claims that

Respondents are asserting, and (3) the asserted causes of action are not recognized by California 

law, and nevertheless would be preempted by federal law.

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I. BACKGROUND

Parkridge Limited was founded in 2013 to create a mobile software application that 

combines health and fitness information with social media networking. Possessing limited 

technical expertise internally, Parkridge sought to hire a Chief Technology Officer (CTO) to lead 

its mobile app development. Through introductions at seminars, employees of Parkridge were 

introduced to Respondent Praveen Narra Kumar (“Narra”), who held himself out as experienced 

in software development. Following these discussions, Narra was hired as Parkridge’s CTO. After 

he began work at Parkridge, Narra hired his own software company, Indyzen, Inc., to develop the 

mobile app. Narra then helped negotiate a contract with Indyzen, including providing the 

specifications for the mobile app, and directing Parkridge about what terms and aspects were 

needed. Parkridge signed a contract for Indyzen the mobile app on January 5, 2015 (the “Morfit 

Agreement”). 

The result was disastrous for Parkridge. The mobile app did not work, was grossly inferior 

to comparable apps in the industry, and Indyzen charged Parkridge exorbitant development prices. 

In short, Narra abused his position as Parkridge’s CTO to siphon money from Parkridge to benefit 

himself and his company, Indyzen. 

II. PROCEDURAL HISTORY

Parkridge filed suit in the Northern District of California on December 29, 2016 against 

Narra and Indyzen for breaches of fiduciary duties under California and Hong Kong law, aiding 

and abetting breach of fiduciary duties under California law, breach of contract, fraudulent 

misrepresentation, and fraudulent concealment under California law. Parkridge, Ltd. et al. v. 

Indyzen, Inc. et al., No. 16-cv-07387 (N.D. Cal. filed Dec. 29, 2016). On March 8, 2017, 

Respondents moved to compel arbitration for both defendants and to stay the case pending 

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arbitration. Id., dkts. 12 & 13. Claimants opposed arbitration, particularly against Narra, as the 

Morfit Agreement that contained the arbitration provision was only between Parkridge and 

Indyzen, and not individuals. The magistrate judge ruled that the dispute may have related to

Narra’s role under the Morfit Agreement, and that the arbitrator could determine his jurisdiction 

thereto so stayed the case. Claimants filed the pending arbitration on June 8, 2017. Respondents 

submitted their affirmative defenses on July 5, 2017, and filed counterclaims which also named 

five additional entities, none of which were parties to the Morfit Agreement. 

III. ARGUMENT

A. Jurisdiction is Improper Because the Counterclaims are Outside the Scope of the 

Arbitration Provision, and the Non-Signatories are Not Parties to the Morfit 

Agreement 

“[A]rbitration is a matter of contract and a party cannot be required to submit to arbitration 

any dispute which he has not agreed so to submit.” United Steelworkers of Am. v. Warrior & Gulf 

Nav. Co., 363 U.S. 574, 582 (1960) (emphasis added). Because the language of the contract 

“defines the scope of disputes subject to arbitration,” a court cannot “compel arbitration of any 

issues, or by any parties, that are not already in the agreement.” EEOC v. Waffle House, Inc., 534 

U.S. 279, 289 (2002). “[A] party can be compelled to submit a dispute to arbitration only where

he has agreed in writing to do so.” Marsch v. Williams, 23 Cal. App. 4th 250, 254-55 (1994)

(emphasis added). 

1. The Arbitration Provision Does Not Cover the Dispute Alleged by Respondents 

Respondents’ allegations fall outside the scope of the arbitration provision in the Morfit 

Agreement, which is solely directed to Indyzen developing a mobile app for Parkridge. 

Respondents appear to allege two causes of action in their counterclaim: (1) dispute over payments 

made to Indyzen, and (2) “intellectual property misappropriation,” which purportedly relates to a 

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different software app developed by another company. 

Respondents’ allegation that the Morfit Agreement was breached by lack of or insufficient 

payment is explicitly outside and excluded from the arbitration provision, thus this tribunal does 

not have jurisdiction over it. Indeed, it states: “Except for any dispute arising out of payments 

due to Company, any dispute or disagreement arising between the Company and the Customer...

shall be referred to arbitration...” Exh. B, at 6, ¶ 11 (emphasis added). Here, Respondents sole 

contention for its breach of contract counterclaim seems to be a dispute arising from payments that 

it contends are due to it from Parkridge. Waffle House, Inc., 534 U.S. at 289 (disputes explicitly 

excluded from an arbitration clause cannot be forced into arbitration). But as noted above, payment 

disputes are explicitly excluded from the arbitration provision, so this tribunal thus does not have 

jurisdiction over this dispute.

Furthermore, Respondents’ second claim that Parkridge or one of the Non-Signatories 

somehow “misappropriated” Respondents’ intellectual property is also not encompassed by the 

arbitration provision. The Morfit Agreement is for Indyzen’s development of a mobile app for 

Parkridge. Simply put, the Morfit Agreement purpose and language is limited to Indyzen

developing the Morfit app, and the terms of that app’s development. Everything outside of that is 

not a part of the agreement. Thus, the development of an independent mobile app by different 

companies would be outside of the Morfit Agreement’s scope, and is accordingly outside the scope 

of the contract’s arbitration provision.

In sum, this tribunal does not have jurisdiction over Respondents’ counterclaims because 

they are outside of the arbitration provision. Moreover, it is well-established that courts decide 

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whether parties agreed to arbitrate certain disputes, and whether they can be forced to arbitrate.

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2. The Non-Signatories Have Not Consented to Arbitrate

Jurisdiction against the Non-Signatories is further improper before this tribunal because 

they have never consented to arbitrate this dispute, and accordingly should be dismissed. Marsch, 

23 Cal. App. 4th at 254-55 (parties cannot be forced into arbitration absent agreeing in writing to 

a contract to arbitrate). The software development agreement to develop the Morfit app (“Morfit 

Agreement”) was between two parties: Indyzen, Inc. and Parkridge Ltd. The Non-Signatories are 

not parties to the Morfit Agreement, which ostensibly was the basis of Respondents’ claim for 

jurisdiction over Non-Signatories. Indeed, they are not parties to any agreements with 

Respondents, nor have Respondents alleged or attached any contracts to their counterclaims with 

any of the Non-Signatories. AT&T Tech. v Commc’n Workers, 475 U.S. 643, 649 (1986) (“[A]rbitration 

is a matter of contract and a party cannot be required to submit to arbitration any dispute which he 

has not agreed so to submit.” (internal quotation and citation omitted)). As such, the NonSignatories did not agree to arbitrate Respondents’ counterclaims and cannot be required to submit 

to arbitration. See id. (concluding that it is for a court, not an arbitrator, to decide whether parties 

agreed to arbitrate, and whether they can be forced to arbitrate); Carpenters 46 No. Cal. Counties 

Conference Bd. v. Zcon Builders, 96 F. 3d 410, 414-15 (9th Cir. 1996) (same). And while courts 

at times make some rare exceptions to this rule, they do not apply here for the reasons discussed 

below.

 

1 The Supreme Court mandates that “[u]nless the parties clearly and unmistakably provide 

otherwise, the question of whether the parties agreed to arbitrate is to be decided by the court, not 

the arbitrator.” AT&T Technologies, Inc. v Commc’n Workers, 475 U.S. 643, 649 (1986). The 

Ninth Circuit, among many other courts, held that the court must decide whether a non-signatory 

is bound by an obligation to arbitrate. Carpenters 46 No. Calif. Counties Conference Bd. v. Zcon 

Builders, 96 F. 3d 410, 414-15 (9th Cir. 1996).

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To be sure, no tribunal in Northern California has personal jurisdiction over the NonSignatories because they are located in Asia, have no offices, employees or agents in California, 

have not directed their activities towards California, nor have agreed to litigate or arbitrate in 

California.

3. No exceptions to signing an arbitration agreement apply that bind the NonSignatories to the arbitration clause.

Entities and persons cannot be forced into arbitration absent agreeing to a contract to 

arbitrate. Marsch, 23 Cal. App. 4th at 254-55. In the Ninth Circuit, an arbitration agreement may 

only be enforced against non-signatories under certain specific principles of agency and contract 

law. Comer v. Micor, Inc. 436 F.3d. 1098, 1101 (9th Cir. 2006). These principles include “1) 

incorporation by reference; 2) assumption; 3) agency; 4) veil-piercing/alter ego; and 5) 

estoppel.” Id. Not one of these principles applies here to the Non-Signatories.

a. The Non-Signatories did not agree to arbitrate in any collateral 

documents which are incorporated by reference in the Morfit 

Agreement.

An agreement to arbitrate could, under circumstances, “be contained in a collateral 

document which is incorporated by reference.” Marsh, 23 Cal. App. 4th at 255. Here, there is no 

collateral document containing an arbitration clause signed by the Non-Signatories that was ever 

incorporated in the Morfit Agreement, nor does one exist. Nor have Respondents alleged

otherwise. As such, the Non-Signatories cannot be bound to arbitrate based upon incorporation

by reference.

b. There was no Assumption by the Non-Signatories 

Under certain circumstances, “[i]n the absence of a signature, a party may be bound by an 

arbitration clause if its subsequent conduct indicates that it is assuming the obligation to arbitrate.”

Thomson-CSF, S.A. v. American Arbitration Ass’n, 64 F. 3d 773, 777 (2nd Cir. 1995). The 

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Respondents have not alleged, nor could they, that the Non-Signatories displayed conduct, of any 

kind, that would indicate that they were voluntarily assuming the arbitration agreement. Simply 

put, the Non-Signatories cannot be bound by arbitration based upon assumption, nor has it been 

alleged otherwise.

c. The Non-Signatories do not have a principal or agency relationship 

with the Claimants that would bind them to the arbitration.

In California, a nonsignatory to an agreement only may be compelled to arbitrate if an 

agency relationship between the nonsignatory and one of the parties to the arbitration agreement 

“mak[es] it compel the nonsignatory to also be bound to arbitrate his or her claim.” County of 

Contra Costa v. Kaiser Found. Health Plan, Inc., 47 Cal. App. 4th 237, 242 (1996). To establish 

the existence of agency, an essential element which must be factually present is that the alleged 

principal maintains control over the alleged agent. Murphy v. DirectTV, Inc., 724 F.3d 1218, 1232 

(9th Cir. 2013). However, the law is clear: even signing an arbitration agreement as an agent for 

a disclosed principal does not bind the agent to arbitrate claims brought against him personally. 

Benasra v. Marciano 92 Cal. App. 4th 987, 992 (2001); Flink v Carlson, 856 F.2d 44, 46 (8th Cir. 

1988); McCarthy v. Azure, 22 F. 3d 351 (1st Cir. 1994). “The distinction between individual 

capacity and representative capacity portends a meaningful legal difference.” Benasra, 92 Cal. 

App. 4th at 992.

Here, the Non-Signatories do not have, and never have had, an agency relationship with 

Parkridge that would bind them to arbitration. To begin with, Respondents have not alleged an 

agency-principal relationship between Parkridge and F8, California Fitness and/or California 

Management. As such, they cannot be bound to the arbitration clause in the Morfit Agreement. 

While the Respondents seem to allege that Dobson was an agent for Parkridge, it still would 

not subject him to the arbitration personally. As previously stated, it is well settled that signing an 

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agreement in a representative capacity does not bind an individually personally. Id. For example, 

in Benasra v. Marciano 92 Cal. App. 4th 987 (2002), the court there refused to compel the 

president of a corporation to arbitrate when he was not a party to any agreement containing an 

arbitration clause because “he unambiguously signed both agreements as a corporate officer and 

only as a corporate officer, not in his individual capacity.” Id. at 990. Similarly, Dobson did not 

sign the Morfit Agreement personally, nor have the Respondents claimed that he did. In fact, his 

signature in the Morfit Agreement is clear and unambiguous: he was signed only in his capacity 

as CEO of Parkside. 

d. The Respondents have failed to pierce the corporate veil against the

Non-Signatory Counter-Respondents.

A corporation is a legal entity with its own distinct liabilities and obligations that is separate 

and distinct from its stockholders, officers and directors. Sonora Diamond Corp. v. Superior Court,

83 Cal. App. 4th 523, 538 (2000). A corporate identity only may be disregarded resulting in the 

piercing of the corporate veil where an abuse of corporate privilege justifies holding the equitable 

ownership of a corporation liable for the corporation’s acts. Id. The following two conditions must

be met before invoke the alter ego doctrine: (i) there is such a unity of interest that the separate 

personalities of the entity and the shareholder, or other related person or entity, no longer exist; 

and (ii) fraud or injustice would result if the acts are treated those of the corporation alone. Johnson 

v. Serenity Transportation, Inc., 141 F. Supp. 3d 974, 984 (N.D. Cal. 2015). 

Under California law, “plaintiff must allege specifically both of the elements of alter ego 

liability, as well as facts supporting each.” Nielson v. Union Bank of Cal., N.A., 290 F. Supp. 2d 

1101, 1115 (C.D. Cal. 2003) (emphasis added); Hokama v. E.F. Hutton & Co., 566 F. Supp. 636, 

646 (C.D. Cal. 1983) (recognizing that conclusory allegations of alter ego are insufficient).

Neither unity of interest, nor fraud, was alleged, so Respondents’ counterclaim fails against the 

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non-signatories.

Respondents also fail to allege what, if any, injustice or fraud would result if the alter ego 

doctrine is not invoked here, as required under California law. Nielson v. Union Bank of Cal., N.A., 

290 F. Supp. 2d 1101, 1117 (C.D. Cal. 2003) (“alter ego will not be applied absent evidence that 

an injustice would result...”); Cansino v. Bank of America, 224 Cal. App. 4th 1462, 1469 (2014)

(fraud is required to be pled with particularity). This ends the analysis. 

However, even assuming, arguendo, that Respondents did allege this in the Counterclaim, 

which they do not, they still fail to adequately allege alter ego liability, and only list a conclusory 

statement. For instance, Respondents state: “Dobson has commingled assets of the companies, and 

operated them with a unity of interest.” Exh. A at 3. These allegations are mere legal conclusions

(and are untrue). Indeed, Respondents do not allege any facts to this effect: not how Dobson 

commingled assets, and not how he operated the companies with a unity of interest. Because these

allegations do not allege both of the elements of alter ego liability, nor any facts supporting each,

the Counterclaim should be dismissed for failing to state a claim against the Non-Signatories.

e. Estoppel does not bind the Non-Signatories to this arbitration.

Under circumstances, which are not met here, estoppel may at times also preclude a party 

from claiming the benefits of a contract while, at the same time, attempting to avoid the burdens 

that the contract imposes. Burgoon v. Narconon of N. Cal., 125 F. Supp. 3d 974, 992 (N.D. Cal. 

2015). In order to bind a non-signatory to an arbitration clause under the theory of estoppel, it must 

be demonstrated that the non-signatory “knowingly exploit[ed] the agreement containing the 

arbitration clause despite having never signed the agreement.” Comer v. Micor, Inc. 436 F.3d. at 

1101.

Here, it has not been alleged, nor could it be alleged, that the Non-Signatories have 

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knowingly exploited the Morfit Agreement. In addition, the Non-Signatories are not enjoying the 

benefits of the Morfit Agreement. They have not brought claims, or sought to enforce their rights, 

under the Morfit Agreement, nor will the Non-Signatories receive any benefit from the outcome 

of the arbitration. Nor was this alleged. Thus, estoppel does not bind the Non-Signatory CounterRespondents to the arbitration provision in the Morfit Agreement.

B. The Counterclaims Should be Dismissed Because They Fail to Provide Notice of 

What Claims are Asserted, What was Breached or Misappropriated, and How

The counterclaims fail to give Counter-Respondents proper notice of what they claim. 

Namely, the counterclaims state that Claimants and Non-Signatories “breached the Morfit 

Agreement and have further misappropriated intellectual property rights” in a conclusory fashion, 

without providing any facts in support of those claims. While not clear which causes of action 

were asserted and against which entity, Counter-Respondents move to dismiss as if Respondents 

counterclaimed (1) breach of contract, and (2) intellectual property misappropriation. 

First, other than disputing sufficient payments, the breach of contract counterclaim fails to 

allege facts to give sufficient notice about how the Morfit Agreement was breached, which clause

was breached, when it was breached, or what conduct caused the breach. See Levy v. State Farm 

Mut. Auto Ins. Co., 150 Cal. App. 4th 1, 5-6 (2007) (“Facts alleging a breach, like all essential 

elements of a breach of contract cause of action, must be pleaded with specificity.”). The asserted 

count should further be dismissed against the Non-Signatories because it does not allege any facts 

of how those particular entities or the individual breached the contract. Peralta v. Cal. Franchise 

Tax Bd., 124 F.Supp.3d 993, 1003 (N.D. Cal. 2015), aff’d 673 Fed.Appx. 975 (Fed. Cir. 2016) 

(dismissing the contract claim “because she has pleaded no facts from which [to] infer that the 

defendants breached the contract in their individual capacities.”).

Second, the “intellectual property misappropriation” counterclaim also fails because it does 

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not give notice of what “intellectual property right” the claim relates to, or how it was

“misappropriated.” For instance, what was the intellectual property that Respondents claim to 

own? See Peralta v. Cal. Franchise Tax Bd., 124 F.Supp.3d at 1001 (“infringement claim also fails 

because she has not put defendants on notice of the alleged infringement in any meaningful 

detail.”). Was it patent rights? No patent is disclosed, or which claims are asserted. Without 

knowing which patent is claimed, or the claims asserted, Parkridge cannot assess whether the 

claims were infringed, cannot determine whether the patent is valid, cannot ascertain proper 

ownership, nor could it search for prior art to defend itself against the patent. 

If respondents claim that the intellectual property Parkridge “misappropriated” or infringed 

was a trademark: what was the mark? Without alleging any facts as to which mark Respondents 

claim, Parkridge cannot determine whether it is even a valid trademark, that it is indeed owned by 

Respondents, or whether there was a likelihood of confusion between Parkridge’s and 

Respondents’ use.

Was the intellectual property related to a copyright? Was it for content, software code or 

designs? Did Respondents fix the alleged copyrighted material onto a tangible medium? Without 

proper notice and sufficient facts in the pleadings, Parkridge cannot assess its systems if not 

notified of what to look for, nor can it assess its potential defenses, and thus cannot defend against 

such claims. 

Or are Respondents claiming that a trade secret was misappropriated? Respondents allude 

to a mobile app allegedly developed by apart from Respondents, but do not indicate what aspects 

they claim they own. Wistron Corp. v. Phillip M. Adams & Assoc., LLC, 10–cv–4458 EMC, 2011 

WL 4079231, at *4 (N.D.Cal. Sept. 12, 2011) (generic descriptions of accused product, i.e., 

“computer chips, motherboards, computers” were insufficient to state infringement claim). Do 

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Respondents claims rights to the whole mobile app, and if only certain elements, which elements?

Simply put, because the allegations are at best generic descriptions of a product, Parkridge cannot 

know the scope of IP rights Respondents claim they own, nor what their IP is. 

Nor do Respondents allege how the “intellectual property” was misappropriated. Do 

Respondents assert that Parkridge hacked into their system and copied their software app? Or did 

they physically enter the space and make copies?

Finally, Respondents fail to allege how any Non-Signatories infringed any rights or 

misappropriated any IP. See Peralta v. Cal. Franchise Tax Bd., at 1000 (dismissing individuals 

because plaintiff had “not alleged a sufficient nexus between them and the alleged infringement.”).

Because Respondents fail to allege what the intellectual property was, the scope of its 

rights, how and in which way those rights were misappropriated, and who misappropriated the IP, 

they fail to give Cross-Respondents sufficient notice of the allegations and make it impossible to 

defend against.

C. Intellectual Property Misappropriation is Not a Proper Claim and is 

Preempted by Federal Law

In addition to being outside the scope of the Morfit Agreement and being insufficiently 

pled, “intellectual property misappropriation” is not a cause of action under California law, and 

even it was, it would be preempted by the Federal Patent Act, the Copyright Act, the Lanham Act

or California law. To the extent the arbitrator has jurisdiction over the dispute, the jurisdiction 

would be premised on the Morfit Agreement between Parkridge and Indyzen, which sets California 

law in its choice of law provision. Exh. B. at 6 ¶ 10. However, “misappropriation of intellectual 

property” is not a cause of action under either California law, nor under federal law. 

Furthermore, even if “intellectual property misappropriation” was a cause of action under 

California or federal law, it would be preempted by patent, copyright, trademark and/or trade secret 

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law. See, e.g., 17 U.S.C. § 301(a) (The Copyright Act preempts “all legal or equitable rights that 

are equivalent to any of the exclusive rights within the general scope of copyright.”); Jardin v. 

DATAllegro, Inc., No. 10–CV–2552, 2011 WL 3300152, at *2 (S.D. Cal. July 29, 2011)

(“[California's Uniform Trade Secrets Act] preempts all claims resting on allegations of the 

misappropriation of confidential information.”); Mattel, Inc. v. MGA Entertainment, Inc., ---

F.Supp.2d ---, 2011 WL 1114250, at *44 (C.D.Cal. Jan.5, 2011) (same).

Accordingly, because “intellectual property misappropriation” is not a claim under 

California or federal law, and because even if it were it would be preempted, this counterclaim 

should be dismissed. 

V. CONCLUSION

For all of the foregoing reasons, the Counterclaims should be dismissed, and Claimants 

Parkridge Limited and Mabel Mak, respectfully request that their Motion to Dismiss be granted, 

for the attorney’s fees in the preparation of this motion as permitted under the rules and by the 

Morfit Agreement, and grant them any other further relief that is deemed just and fair.

Yours Truly:

By:_s/ Adam Wolek_____________

Adam Wolek

awolek@taftlaw.com

Jillian S. Cole

jcole@taftlaw.com 

Taft Stettinius & Hollister LLP

111 E. Wacker Drive, Suite 2800

Chicago, Illinois 60601

(312) 836-4063

Attorneys for Claimants Parkridge Ltd. & 

Mabel Mak, and Non-Signatory CounterRespondents

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EXHIBIT B

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