FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

IN RE BOON GLOBAL LIMITED; F8

VIETNAM COMPANY LIMITED;

CALIFORNIA FITNESS & YOGA 

CENTERS COMPANY LIMITED; RANDY 

DOBSON,

BOON GLOBAL LIMITED; F8

VIETNAM COMPANY LIMITED;

CALIFORNIA FITNESS & YOGA 

CENTERS COMPANY LIMITED; RANDY 

DOBSON,

Petitioners,

v.

UNITED STATES DISTRICT COURT FOR 

THE NORTHERN DISTRICT OF 

CALIFORNIA, OAKLAND,

Respondent,

INDYZEN, INC., a California 

corporation,

Real Party in Interest.

No. 18-71347

D.C. No.

4:16-cv-07387-

JSW

OPINION

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2 IN RE BOON GLOBAL LTD.

Petition for Writ of Mandamus

to the United States District Court

for the Northern District of California

Argued and Submitted February 4, 2019

San Francisco, California

Filed May 3, 2019

Before: Richard A. Paez, Marsha S. Berzon,

and Ryan D. Nelson, Circuit Judges.

Opinion by Judge R. Nelson

SUMMARY*

Mandamus

The panel denied a petition for a writ of mandamus that 

sought to direct the district court to vacate its order 

compelling third parties to arbitration, arising from an 

arbitration clause in a software development and licensing 

agreement.

In deciding whether to grant mandamus relief, the panel 

considered the five factors outlined in Bauman v. U.S. Dist. 

Court, 557 F.2d 650, 654-55 (9th Cir. 1977). The panel 

began with the third factor – clear error – because its absence 

was dispositive. The panel held that the district court applied 

 * This summary constitutes no part of the opinion of the court. It 

has been prepared by court staff for the convenience of the reader.

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IN RE BOON GLOBAL LTD. 3

incorrect legal tests, and did not provide sufficient 

jurisdictional analysis on the current record. The panel 

further held, however, that the district court’s ultimate 

finding of jurisdiction was not clear error. Because the 

district court’s finding of jurisdiction over the third parties 

could possibly prove correct, the highly deferential clear 

error standard was not satisfied, and mandamus relief was 

not proper.

The panel held that the other Bauman factors likewise 

supported denying mandamus relief. The panel held that the 

first two Bauman factors – whether petitioner has other, 

adequate means of relief, or will suffer irreversible damage 

or prejudice – weighed heavily against mandamus review. 

The panel also held that the remaining Bauman factors did 

not support granting the petition for mandamus.

COUNSEL

Adam Wolek (argued) and Zackary R. Clark, Taft Stettinius 

& Hollister LLP, Chicago, Illinois; David A. Makman, Law 

Offices of David A. Makman, San Mateo, California; for 

Petitioners.

Mark R. Figueiredo (argued), Ethan G. Solove (argued), and 

Austin T. Jackson, Structure Law Group, LLP, San Jose, 

California, for Respondent-Real Party in Interest.

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4 IN RE BOON GLOBAL LTD.

OPINION

R. NELSON, Circuit Judge:

Petitioners Boon Global Limited, F8 Vietnam Company 

Limited, California Fitness & Yoga Centers Company 

Limited (“CFYC”), and Randy Dobson (collectively “the 

Third Parties”) seek a writ of mandamus directing the district 

court to vacate its order compelling the Third Parties to 

arbitration, and grant the Third Parties’ motions to dismiss. 

Despite the district court’s flawed jurisdictional analysis, we 

deny the petition.

I

As alleged in the complaint, around 2013, Randy Dobson 

began developing an online personal training platform, 

which later became the “Morfit App.” Praveen Narra, CEO 

of Indyzen (a software development company), pitched his 

software development expertise to Dobson. Shortly 

thereafter, Parkridge Limited was formed with Dobson as 

CEO and Chairman, and Narra as the Chief Technology 

Officer (“CTO”). As CTO, Narra oversaw the hiring of 

another software company, TIBCO, to develop the Morfit 

App. TIBCO ultimately did not deliver a mobile platform 

app.

In 2015, Parkridge’s shareholders agreement was 

executed, with Narra’s father and Mabel Mak (Dobson’s 

wife) designated as shareholders. Parkridge then entered 

into a software development and licensing agreement (the 

“Agreement”) with Indyzen. Dobson signed the Agreement 

on behalf of Parkridge as CEO and Narra signed on behalf 

of Indyzen. The Agreement defined the parties subject to 

arbitration: “Except for any dispute arising out of payments 

due to Company, any dispute or disagreement arising 

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IN RE BOON GLOBAL LTD. 5

between the Company and the Customer . . . shall be referred 

to arbitration . . . .” The “Company” was defined as Indyzen 

and the “Customer” as Parkridge.

On December 29, 2016, Parkridge and Mak sued 

Indyzen and Narra for improperly developing the Morfit 

App for Parkridge, alleging breach of fiduciary duties, 

breach of contract, unjust enrichment, fraudulent 

misrepresentation, and fraudulent concealment. Indyzen 

successfully moved to compel arbitration under the 

Agreement. In arbitration, Indyzen counterclaimed and 

added, as defendants to the counterclaim, the Third Parties, 

all of which have or had an affiliation with Dobson and are 

located in Hong Kong or Vietnam.1 The arbitrator found he 

lacked authority to determine jurisdiction over entities not 

parties to the Agreement and dismissed the Third Parties,

subject to a further order from the district court or agreement 

by the parties.

Indyzen petitioned the district court to compel the Third 

Parties to arbitrate. The Third Parties filed separate motions 

to dismiss. The district court compelled the Third Parties to 

arbitration “in order that the arbitrator may decide whether 

to allow counterclaims against them to proceed.” The 

district court found that the “Dobson Companies and their 

business dealings are sufficiently interrelated and 

interdependent on conduct governed by the Morfit 

Agreement that the doctrine of equitable estoppel enables the 

Court to find that the nonsignatories may be bound by the 

agreement despite not having signed it.” After the 

 1 Indyzen also sought to compel California Management Group 

(“CMG”) to arbitration. Because CMG is a brand operated by CFYC, 

not its own entity and not a petitioner, we do not address CMG 

specifically.

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6 IN RE BOON GLOBAL LTD.

arbitration analysis, the district court then found it “may 

properly exercise jurisdiction over the Dobson Companies. 

These companies are closely associated with Randy Dobson 

and, by signing the Agreement to perform the subject work 

in California, he is properly subjected to the jurisdiction of 

this Court.”

II

The writ of mandamus is a “drastic and extraordinary” 

remedy “reserved for really extraordinary causes.” Ex parte 

Fahey, 332 U.S. 258, 259–60 (1947). “Only exceptional 

circumstances amounting to a judicial usurpation of power, 

or a clear abuse of discretion will justify the invocation of 

this remedy. The petitioner bears the burden of showing that 

its right to issuance of the writ is clear and indisputable.” In 

re Van Dusen, 654 F.3d 838, 840–41 (9th Cir. 2011) 

(alterations).

In deciding whether to grant mandamus 

relief, we consider five factors: (1) whether 

the petitioner has other adequate means, such 

as a direct appeal, to attain the relief he or she 

desires; (2) whether the petitioner will be 

damaged or prejudiced in a way not 

correctable on appeal; (3) whether the district 

court’s order is clearly erroneous as a matter 

of law; (4) whether the district court’s order 

makes an “oft-repeated error,” or “manifests 

a persistent disregard of the federal rules”; 

and (5) whether the district court’s order 

raises new and important problems, or legal 

issues of first impression.

Id. at 841 (quoting Bauman v. U.S. Dist. Court, 557 F.2d 

650, 654–55 (9th Cir. 1977)). Satisfying the third factor is 

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IN RE BOON GLOBAL LTD. 7

necessary for granting the writ. In re Henson, 869 F.3d 

1052, 1058 (9th Cir. 2017) (per curiam). But a petitioner 

need not satisfy all factors. Id. “Mandamus review is at 

bottom discretionary—even where the Bauman factors are 

satisfied, the court may deny the petition.” San Jose 

Mercury News, Inc. v. U.S. Dist. Court, 187 F.3d 1096, 1099 

(9th Cir. 1999).

III

We begin with the third Bauman factor, clear error, 

because “the absence of the third factor is dispositive.” 

Hernandez v. Tanninen, 604 F.3d 1095, 1099 (9th Cir. 2010) 

(internal quotation marks and ellipsis omitted). A writ of 

mandamus “will not issue merely because the petitioner has 

identified legal error.” In re Van Dusen, 654 F.3d at 841. 

“Mandamus, it must be remembered, does not run the 

gauntlet of reversible errors.” Will v. United States, 389 U.S. 

90, 104 (1967) (internal quotation marks omitted).

The Third Parties argue that, as foreign corporations with 

no contacts in the United States, the court lacks jurisdiction 

over them. We agree that the district court erred in 

summarily concluding that it had jurisdiction over the Third 

Parties, but conclude the district court did not commit clear 

error. Moreover, the remaining Bauman factors weigh 

against mandamus review. Accordingly, we deny the 

petition. The district court must have personal jurisdiction 

over each individual third-party entity before compelling 

them to arbitrate. See Sinochem Int’l Co. v. Malaysia Int’l 

Shipping Corp., 549 U.S. 422, 430–31 (2007) (“[A] federal 

court generally may not rule on the merits of a case without 

first determining that it has jurisdiction over . . . the parties 

(personal jurisdiction).”). Where no federal statute 

authorizes personal jurisdiction, the law of the state in which 

the district court sits applies. Mavrix Photo, Inc. v. Brand 

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8 IN RE BOON GLOBAL LTD.

Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). 

California’s long-arm statute authorizes personal 

jurisdiction to the extent permitted by the Due Process 

Clause of the United States Constitution. Cal. Civ. Proc. 

Code § 410.10. “Because California’s long-arm 

jurisdictional statute is coextensive with federal due process 

requirements, the jurisdictional analyses under state law and 

federal due process are the same.” Schwarzenegger v. Fred 

Martin Motor Co., 374 F.3d 797, 800–01 (9th Cir. 2004). 

Due process, in turn, requires that each party “have certain 

minimum contacts” with the forum state “such that the 

maintenance of the suit does not offend traditional notions 

of fair play and substantial justice.” Int’l Shoe Co. v. 

Washington, 326 U.S. 310, 316 (1945) (internal quotation 

marks omitted).

A party seeking to establish jurisdiction over a person or 

entity can either: (1) show each defendant’s sufficient, direct 

contacts with the forum state, or (2) use the alter ego theory 

to “extend personal jurisdiction to a foreign parent or

subsidiary when, in actuality, the foreign entity is not really 

separate from its domestic affiliate.” Ranza v. Nike, Inc., 

793 F.3d 1059, 1073 (9th Cir. 2015). The party asserting 

jurisdiction bears the burden to establish jurisdictional facts. 

Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 

2006). When the party invoking jurisdiction does not ask for 

jurisdictional discovery (Indyzen did not), we must evaluate 

whether the “pleadings and affidavits establish a prima facie 

showing of jurisdictional facts.” Data Disc., Inc. v. Sys. 

Tech. Assocs., 557 F.2d 1280, 1286 (9th Cir. 1977). 

Although the party asserting jurisdiction is “required only to 

establish a prima facie showing of jurisdictional facts,” the 

standard is not toothless. Id. at 1285 n.2. The party asserting 

jurisdiction “cannot simply rest on the bare allegations of its 

complaint”; however, “uncontroverted allegations in the 

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IN RE BOON GLOBAL LTD. 9

complaint must be taken as true.” Schwarzenegger, 374 F.3d 

at 800 (internal quotation marks and citation omitted). 

“Conflicts between parties over statements contained in 

affidavits must be resolved in the plaintiff’s favor.” Id.

Here, the district court’s analysis concerning whether 

Indyzen made a prima facie showing of jurisdictional facts 

was flawed. The district court exercised jurisdiction over 

Dobson because he “sign[ed] the Agreement to perform the 

subject work in California” and over the foreign third-party 

entities because they “are closely associated with” Dobson. 

“Closely associated” is not a proper jurisdictional test.

Instead, each party’s “contacts with the forum [s]tate 

must be assessed individually.” Calder v. Jones, 465 U.S. 

783, 790 (1984). The district court therefore erred in not 

conducting an individualized jurisdictional analysis for each 

third party. A three-part test controls whether non-residents 

have sufficient contacts to be subject to specific personal 

jurisdiction: (1) the non-resident must purposefully avail 

himself of the privilege of conducting business in the forum; 

(2) the claim must arise out of the forum-related activities; 

and (3) “the exercise of jurisdiction must comport with fair 

play and substantial justice, i.e. it must be reasonable.” 

Schwarzenegger, 374 F.3d at 802. “The exact form of our 

jurisdictional inquiry depends on the nature of the claim at 

issue.” Picot v. Weston, 780 F.3d 1206, 1211 (9th Cir. 

2015). For claims sounding in contract, a purposeful 

availment test is used; for claims sounding in tort a 

purposeful direction test is used. Id. at 1212.

A.

To begin, we turn to Dobson’s contacts. The district 

court did not specify whether it was determining jurisdiction 

based on a contract or tort claim. Rather, the district court 

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10 IN RE BOON GLOBAL LTD.

solely focused on Dobson’s signature on the Agreement with 

Indyzen. Dobson signed the Agreement with Indyzen 

specifically as CEO of Parkridge, a corporation subject to 

California’s jurisdiction through the Agreement. The 

district court—with no further analysis—found that 

signature sufficient to exercise jurisdiction over Dobson 

personally. But, Dobson’s signature on the Agreement as 

CEO does not “automatically establish sufficient minimum 

contacts in the other party’s home forum.” Burger King 

Corp. v. Rudzewicz, 471 U.S. 462, 478 (1985). A corporate 

officer does not become a party to the contract simply by 

“signing it in the officer’s representative capacity.” 

Restatement (Third) of Agency § 6.01, rep. n.2 (Am. Law 

Inst. 2003); Forsythe v. Overmyer, 576 F.2d 779, 783–84 

(9th Cir. 1978) (“[A] corporate officer who has contact with 

a forum only with regard to the performance of his official 

duties is not subject to personal jurisdiction in that forum.”). 

Therefore, the district court erred.

Indyzen argues we should nevertheless find jurisdiction 

over Dobson because he was the “guiding spirit” behind 

Parkridge and used “his Additional Sham Companies to steal 

the Morfit App and its intellectual property by cloning it 

without authorization before renaming it and selling it out to 

the world.” Corporate officers can be liable for corporate 

actions where they are “the guiding spirit behind the 

wrongful conduct, or the central figure in the challenged 

corporate activity.” Facebook, Inc. v. Power Ventures, Inc., 

844 F.3d 1058, 1069 (9th Cir. 2016) (internal quotation 

marks omitted). Indyzen does not clarify whether its claims 

against Dobson sound in contract or tort.2 Indyzen’s main 

 2 After the district court entered its order, Indyzen filed a “statement 

of particulars on cross-claims” in the arbitration. This court applies “a 

general rule against entertaining arguments on appeal that were not 

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IN RE BOON GLOBAL LTD. 11

complaint appears to be that it never received full payment 

under the Agreement, although Parkridge seems to have paid 

Indyzen a large sum in 2015. If the claim is for breach of 

contract, Dobson would lack sufficient contacts with 

California solely because he signed the Agreement in his 

capacity as Parkridge’s CEO. See Forsythe, 576 F.2d at 

783–84.

For claims sounding in tort, a corporate officer can be 

subject to jurisdiction based on his own sufficient individual 

contacts with the forum. See Davis v. Metro Prods., Inc., 

885 F.2d 515, 522 (9th Cir. 1989). “But a defendant’s 

relationship with a plaintiff or third party, standing alone, is 

an insufficient basis for jurisdiction.” Walden v. Fiore, 

571 U.S. 277, 286 (2014). As such, to find jurisdiction 

Parkridge’s contacts would have to be imputed to Dobson. 

See Davis, 885 F.2d at 520 (“Because the corporate form 

serves as a shield for the individuals involved for purposes 

of liability as well as jurisdiction, many courts search for 

reasons to ‘pierce the corporate veil’ in jurisdictional 

contexts parallel to those used in liability contexts.”).

To be sure, Dobson, as CEO of Parkridge, had more 

contacts with California than the other foreign third-party 

entities. Indyzen’s lack of clarity before the district court 

and this court, however, makes it difficult to assess a theory 

of liability for Dobson sufficient to exercise personal 

jurisdiction. For example, in Davis, we found jurisdiction 

over a corporation’s only corporate officers because they 

solicited business from multiple forum residents, had 

 presented or developed before the district court.” Peterson v. Highland 

Music, Inc., 140 F.3d 1313, 1321 (9th Cir. 1998) (internal quotation 

marks omitted). Even so, Indyzen’s precise theory of liability, whether

sounding in contract or tort or both, remains opaque.

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12 IN RE BOON GLOBAL LTD.

already defended themselves in multiple lawsuits in the 

forum, and were on notice that they could be personally 

liable for any securities violations they committed while 

conducting business in the forum state. 885 F.2d at 522–23. 

Dobson’s contacts, however, may be more analogous to 

Picot, where we found that an oral agreement and one 

party’s two trips to California “did not create sufficient 

minimum contacts to subject him to personal jurisdiction.” 

780 F.3d at 1213. If Indyzen’s claims sound in tort, we 

cannot say definitively jurisdiction was wrongly exercised, 

and therefore the district court did not clearly err.

B.

With respect to the other third-party petitioners, the 

district court erred by failing to conduct individualized 

inquiries over each third-party entity and by instead 

concluding that it could assert personal jurisdiction because 

they were “closely associated” with Dobson. Again, 

“closely associated” is not the requisite test for jurisdiction.

Applying the proper standards, it is questionable whether 

Indyzen has shown that the foreign third-party corporations 

maintained sufficient direct contacts with California. To the 

extent jurisdiction hinges on Boon and F8 selling apps to 

California residents through iTunes and Google Plus, there 

is no allegation as to whether Boon and F8 targeted their app 

sales at California residents. Mavrix Photo, Inc., 647 F.3d 

at 1229 (“[W]e have held that operating even a passive 

website in conjunction with something more—conduct 

directly targeting the forum—is sufficient.”) (internal 

quotation marks omitted). We therefore doubt that Indyzen 

has shown facts sufficient to find jurisdiction. Indyzen also 

has not shown whether CFYC entered into direct 

competition with Indyzen in the California marketplace, 

another mechanism to establish jurisdiction. See 

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IN RE BOON GLOBAL LTD. 13

CollegeSource, Inc. v. AcademyOne, Inc., 653 F.3d 1066, 

1077–78 (9th Cir. 2011) (finding jurisdiction where 

company downloaded intellectual property directly off 

website and republished content for purpose of directly 

competing in forum state with owner of material).

Nor has Indyzen established that any other third party 

purposefully directed activities at California. Indyzen 

claims that “CMG and CFYC both consistently sent emails 

to Indyzen regarding the Morfit Agreement throughout its 

duration,” arguing that their interaction with Indyzen, a 

company headquartered in California, established 

jurisdiction. However, the “minimum contacts analysis 

looks to the [entity’s] contacts with the forum State itself, 

not with the [entity’s] contacts with persons who reside 

there.” Walden, 571 U.S. at 285.

To the extent Indyzen’s evidence shows connections to 

activities in California, the evidence either does not concern 

the Third Parties sued in the counterclaim or appears 

inadequate for jurisdictional purposes. Indyzen points to an 

email from Dobson to Narra stating that R&R Holdings, a 

holding company for Parkridge, would pay Indyzen for 

services rendered;3 a list of CFYC trainers, sent at Indyzen’s 

request, who would beta test the Morfit App; and CFYC and 

CompIndia, an Indian company, coordinating Vietnamese 

visas for CompIndia employees. Noticeably absent is any 

evidence concerning any third-party cross-defendant other 

than CFYC. And CFYC’s limited contacts likely do not 

establish CFYC purposely directed activities at California. 

Sher v. Johnson, 911 F.2d 1357, 1362 (9th Cir. 1990). 

“[B]oth this court and the courts of California have 

 3 R&R Holdings was not named as a third-party defendant in the 

counterclaim.

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14 IN RE BOON GLOBAL LTD.

concluded that ordinarily use of the mails, telephone, or 

other international communications simply do not qualify as 

purposeful activity invoking the benefits and protection of 

the forum state.” Roth v. Garcia Marquez, 942 F.2d 617, 

622 (9th Cir. 1991) (internal quotation marks and brackets 

omitted).

Perhaps the district court meant to apply the alter ego 

theory of jurisdiction for the third-party entities. If so, its 

analysis was entirely inadequate to establish that the foreign 

third-party entities were Parkridge’s alter egos. “California 

recognizes alter ego liability where two conditions are met: 

First, where there is such a unity of interest and ownership 

that the individuality, or separateness, of the said person and 

corporation has ceased; and, second, where adherence to the 

fiction of the separate existence of the corporation would 

sanction a fraud or promote injustice.” In re Schwarzkopf, 

626 F.3d 1032, 1038 (9th Cir. 2010) (internal quotation 

marks and ellipsis omitted); Ranza, 793 F.3d at 1073 (same 

test for personal jurisdiction).

The “unity of interest and ownership” prong requires “a 

showing that the parent controls the subsidiary to such a 

degree as to render the latter the mere instrumentality of the 

former.”4 Ranza, 793 F.3d at 1073 (internal quotation marks 

omitted). While “[t]otal ownership and shared management 

personnel are alone insufficient to establish the requisite 

level of control,” pervasive control can be shown where one 

corporation “dictates every facet of [the affiliate’s] 

 4 Parkridge and the third-party entities are not parent-subsidiaries, 

but the jurisdictional analysis remains the same for sister corporations. 

See, e.g., Riddle v. Leuschner, 335 P.2d 107, 110–12 (Cal. 1959) 

(applying same alter ego analysis for stockholders and sister 

corporations).

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IN RE BOON GLOBAL LTD. 15

business—from broad policy decisions to routine matters of 

day-to-day operation.” Id. (internal quotation marks 

omitted).

Indyzen claims that Parkridge has no physical office 

space or employees, and does not observe corporate 

formalities like issuing shares or holding annual board 

meetings. Indyzen then points to a series of emails and 

registered websites that show, at best, the Morfit App was 

launched at CFYC headquarters and CFYC registered F8 

Vietnam’s website. The Third Parties in turn swear with 

conclusory statements in affidavits that they observe 

corporate formalities. Indyzen has not presented evidence 

that the third-party entities commingled funds with 

Parkridge, or that the companies did not maintain corporate 

formalities such as keeping their own accounting books or 

paying their own taxes. We have previously held that 

jurisdiction cannot lie where there is no evidence of 

undercapitalization, failure to keep adequate records, or the 

free transfer of company assets—all of which would 

normally be signs of a sham corporate veil. See id. at 1073–

74. The fact that “[s]ome employees and management 

personnel move between the entities . . . does not undermine 

the entities’ formal separation.” Id. at 1074.

Further, the district court did not make a finding that 

treating the Third Parties as separate corporate forms would 

“result in fraud or injustice.” Id. at 1073. Conclusory 

allegations that Dobson structures companies to escape 

liability are insufficient to confer personal jurisdiction. 

Something more is needed. See, e.g., In re Schwarzkopf, 

626 F.3d at 1039–40 (alter ego theory recognized where 

individual used corporation to acquire asset at time when he 

was insolvent); Riddle, 335 P.2d at 112 (finding injustice 

would result where jurisdictional facts showed that insolvent 

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company’s assets were transferred to another company as a 

means of avoiding creditors). Without determining that both 

prongs of alter ego jurisdiction were met, the district court’s 

jurisdictional analysis concerning the Third Parties was 

flawed. Ranza, 793 F.3d at 1073.5

IV

In sum, although the district court applied the incorrect 

legal tests, and did not provide sufficient jurisdictional 

analysis on the current record, we cannot say the district 

court’s ultimate finding of jurisdiction was clear error. 

Because the district court’s finding of jurisdiction over the 

Third Parties could possibly prove correct, the highly 

deferential clear error standard is not satisfied, and 

mandamus relief is improper.

The other Bauman factors likewise support denying 

mandamus relief. Taken together, the first and second 

Bauman factors—whether petitioner has other, adequate 

means of relief or will suffer irreversible damage or 

prejudice—weigh heavily against mandamus review. See In 

re Henson, 869 F.3d at 1058 (“[w]e generally examine the 

 5 The Third Parties also argue the district court erred in binding them

to a contract “they never signed.” However, “nonsignatories of 

arbitration agreements may be bound by the agreement under ordinary 

contract and agency principles,” which includes veil-piercing/alter ego 

and equitable estoppel. Comer v. Micor, Inc., 436 F.3d 1098, 1101 (9th 

Cir. 2006). The district court relied on equitable estoppel to bind the 

Third Parties to arbitration. But it did not engage in a complete analysis 

because it did not consider whether the Third Parties “knowingly 

exploit[ed] the agreement.” Mundi v. Union Sec. Life Ins. Co., 555 F.3d 

1042, 1046 (9th Cir. 2009) (applying equitable estoppel arbitration 

analysis). And the alter ego theory for personal jurisdiction is tied to 

whether the Third Parties may be compelled to arbitrate. See supra at 

14–16. Therefore, we do not address the arbitration issue separately.

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IN RE BOON GLOBAL LTD. 17

first and second factors together”). While, “[a]n order 

staying proceedings and compelling arbitration is not a final 

decision that is subject to ordinary appeal,” any prejudice to 

the Third Parties is ordinarily correctable on appeal from the 

final judgment. Id. (citing Johnson v. Consumerinfo.com, 

Inc., 745 F.3d 1019, 1021–23 (9th Cir. 2014)) (recognizing 

instance where prejudice from district court’s error 

compelling arbitration is not correctable on appeal).

The Third Parties argue they lack adequate relief on 

appeal because of the “enormous” expense they will incur to 

participate in the arbitration. This court, however, has said 

“litigation costs are a factor weighing in favor of mandamus 

relief only in the most extreme circumstances.” In re Swift 

Transp. Co., 830 F.3d 913, 916 (9th Cir. 2016) (internal 

quotation marks omitted); see also Bankers Life & Cas. Co. 

v. Holland, 346 U.S. 379, 383 (1953) (“extraordinary writs 

cannot be used as substitutes for appeals even though 

hardship may result from delay and perhaps unnecessary 

trial”) (internal citation omitted). Further, “the general rule 

[is] that appellate courts should avoid determining 

jurisdictional issues on a petition for mandamus.” In re Ivy,

901 F.2d 7, 10 (2d Cir. 1990). Here, denying mandamus 

review is also consistent with the Federal Arbitration Act’s 

effect of “limit[ing] appeals from orders directing 

arbitration.” Bushley v. Credit Suisse First Boston, 360 F.3d 

1149, 1153 (9th Cir. 2004). There is no reason to believe 

this court could not review jurisdiction on direct review after 

arbitration concluded.

Because it remains unclear whether the Third Parties are 

subject to the court’s jurisdiction and because the merits of 

the counterclaims have yet to be decided, the Third Parties 

have not shown they lack an adequate remedy at law or they 

will be “damaged or prejudiced in a way not correctable on 

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18 IN RE BOON GLOBAL LTD.

appeal.” In re Van Dusen, 654 F.3d at 841; see also Cole v. 

U.S. Dist. Court, 366 F.3d 813, 822–23 (9th Cir. 2004) 

(denying mandamus despite clear error where petitioners 

had other adequate means of relief).6

The remaining Bauman factors similarly do not support 

granting the petition for mandamus. The Third Parties have 

not shown that the “district court’s order is an oft-repeated 

error, or manifests a persistent disregard of the federal 

rules.” Bauman, 557 F.2d at 655. Further, while this court 

has not often addressed personal jurisdiction over corporate 

officers, minimum contacts and alter ego jurisdiction are not 

matters of first impression. Id. Although the district court 

erred in its jurisdictional analysis and likely erred in its 

assertion of jurisdiction based on the record before us, 

mandamus is not an appropriate remedy at this stage.

V

Because the Bauman factors do not support granting the 

petition for mandamus, it is therefore

DENIED.

 6 On mandamus review, we cannot order the district court to revisit 

the personal jurisdiction analysis without granting the writ. Still, the 

district court should “protect[] an individual’s liberty interest in not 

being subject to the binding judgments of a forum with which he has 

established no meaningful contacts, ties, or relations.” Burger King 

Corp., 471 U.S. at 471–72 (internal quotation marks omitted).

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