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Adam Wolek (pro hac vice) 

Taft Stettinius & Hollister LLP 

111 E. Wacker Drive, Suite 2800 

Chicago, Illinois 60601 

Tel: 312.836.4063 

Fax: 312.966.8598 

awolek@taftlaw.com 

DAVID A. MAKMAN (SBN 178195) 

david@makmanlaw.com 

LAW OFFICES OF DAVID A. MAKMAN 

655 Mariner’s Island Blvd, Suite 306 

San Mateo, CA 94404 

Telephone: (650) 242-1560 

Facsimile: (408) 716-3052 

Attorneys Appearing in a Limited Capacity for 

Counter-Defendants Boon Global Limited, F8 

Vietnam Company Limited, California Fitness 

& Yoga Centers, California Management 

Group, and Randy Dobson 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA

PARKRIDGE LIMITED, a Hong Kong corporation, by 

Mabel Mak, and MABEL MAK, an individual, 

Plaintiffs, 

v. 

INDYZEN, INC., a California corporation, and PRAVEEN 

NARRA KUMAR, an individual, 

Defendants. 

Case No. 16-cv-07387 

RANDY DOBSON’S MOTION TO 

DISMISS INDYZEN’S PETITION 

TO COMPEL ARBITRATION 

PURSUANT TO FRCP 12(b)(2), 

12(b)(3), AND (12)(b)(6) 

Date: February 16, 2018 

Time: 9:00 AM 

Dept.: Courtroom 5, 2nd Floor 

Judge: Hon. Jeffrey S. White

INDYZEN, INC., a California corporation, and PRAVEEN 

NARRA KUMAR, an individual, 

Counter-Plaintiffs, 

v. 

PARKRIDGE LIMITED, a Hong Kong corporation, BOON 

GLOBAL LIMITED, a Hong Kong corporation, F8 

VIETNAM COMPANY LIMITED, a Vietnam company, 

CALIFORNIA FITNESS & YOGA CENTERS, an entity of 

unknown form, CALIFORNIA MANAGEMENT GROUP, 

an entity of unknown form, and RANDY DOBSON, an 

individual, 

Counter-Defendants. 

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Mr. Dobson’s Mot. to Dismiss - i - No. 16-cv-07387 

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MOTION TO DISMISS PETITION TO COMPEL ARBITRATION 

Counter-Defendant Randy Dobson (“Mr. Dobson”), pursuant to Federal Rules of Civil 

Procedure 12(b)(2), 12(b)(3), and 12(b)(6), moves to dismiss the Petition to Compel Arbitration (the 

“Petition”) filed by Counter-Plaintiff Indyzen, Inc. (“Indyzen”), for the reasons set forth below. Mr. 

Dobson notices this Motion for February 16, 2018 at 9:00 A.M., which is the date set by this Court for 

hearing on the Petition. See Status Report, ECF No. 42. 

Mr. Dobson seeks that this Court dismiss with prejudice the Petition pursuant to Federal Rules 

of Civil Procedure 12(b)(2) and 12 (b)(3) because this Court does not have personal jurisdiction and 

venue over Mr. Dobson. Furthermore, to the extent that this Court has jurisdiction, Mr. Dobson seeks 

a dismissal of the Petition pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to properly 

state a claim, and because Indyzen’s claims against Mr. Dobson falls outside the scope of the 

arbitration clause agreed to by Indyzen and Parkridge Limited (“Parkridge”).

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TABLE OF CONTENTS 

SUMMARY OF ARGUMENT ........................................................................................................vi

I. INTRODUCTION ................................................................................................................. 1

II. STATEMENT OF FACTS .................................................................................................... 1

A. Background ................................................................................................................ 1

B. Procedural History ..................................................................................................... 2

III. ARGUMENT ......................................................................................................................... 3

A. There Is No Basis for Personal Jurisdiction over Mr. Dobson Because He Did 

Not Consent to Jurisdiction and Has No Contacts with California. .......................... 3

1. This Court Does Not Have General Jurisdiction over Mr. Dobson. .............. 3

2. Specific Jurisdiction Does Not Exist over Mr. Dobson. ................................ 4

B. The Petition Should Be Dismissed for Improper Venue. .......................................... 6

C. Indyzen’s Allegations to Compel Mr. Dobson to Arbitration Do Not Meet 

Pleadings Standards. .................................................................................................. 6

D. The Petition Fails Because Mr. Dobson Was Not a Party to the Morfit 

Agreement and Never Agreed to Arbitration. ............................................................ 7

1. Indyzen Erroneously Claims There Is a Presumption in Favor of 

Compelling Non-signatories to Arbitration. .................................................. 8

2. Mr. Dobson Cannot Be Compelled to Arbitrate Because He Is Not 

Personally a Signatory to the Morfit Agreement or any Agreement to 

Arbitrate with Indyzen. .................................................................................. 8

3. The Morfit Agreement’s Arbitration Clause Is Narrow and Only Applies 

to Disputes “Between” Parkridge and Indyzen, Not Non-signatories. .......... 8

4. Arbitration Cannot Be Compelled Against Mr. Dobson Under an Alter 

Ego Theory. .................................................................................................. 10

5. Indyzen’s Narrow Equitable Estoppel Argument Should Be Rejected 

Because Mr. Dobson Did Not Exploit the Morfit Agreement. .................... 12

6. Mr. Dobson’s Status As An Agent of Parkridge Is Not A Sufficient 

Basis On Which To Compel Him To Participate In Arbitration. ................ 13

7. Mr. Dobson Is Not a Third Party Beneficiary of the Morfit Agreement. .... 15

E. The Arbitrator Does Not Have the Authority to Decide Whether Non-Parties to 

an Arbitration Agreement Are Within Its Jurisdiction. ........................................... 15

 

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TABLE OF AUTHORITIES 

Cases

Adobe Sys. Inc. v. Trinity Software Distrib., Inc., No. C. 12-1614 SI, 

2012 WL 3763643 (N.D. Cal. Aug. 29, 2012) ................................................................................. 4, 5 

Ashcroft v. Iqbal, 

556 U.S. 662 (2009) ........................................................................................................................... 12 

AT&T Techs., Inc. v. Commc’ns Workers, 

475 U.S. 643 (1986) ........................................................................................................................ vi, 8 

Bell Atl. Corp. v. Twombly, 

550 U.S. 544 (2007) ........................................................................................................................... 12 

Benasra v. Marciano, 

112 Cal. Rptr. 2d 358 (Cal. Ct. App. 2001) ................................................................................... vi, 14 

Burger King Corp. v. Rudzewicz, 

471 U.S. 462 (1985) ............................................................................................................................. 5 

Cape Flattery Ltd. v. Titan Mar., LLC, 

647 F.3d 914 (9th Cir. 2011) ........................................................................................................ 12, 15 

Comer v. Micor, Inc., 

436 F.3d 1098 (9th Cir. 2006) ............................................................................................................ 12 

Daimler AG v. Bauman, 

134 S. Ct. 746 (2014) ............................................................................................................................ 3 

Exigen Properties, Inc. v. Genesys Telecommunications Laboratories, Inc., No. A140081, 

2016 WL 520283 (Cal. Ct. App. Feb. 9, 2016) .................................................................................. 13 

First Options of Chi., Inc. v. Kaplan, 

514 U.S. 938 (1995) ........................................................................................................................... 15 

Frank Gari Prods., Inc. v. Smith, CV 12-248-GHK (FFMx), 

2012 WL 12895672 (C.D. Cal. June 15, 2012) ............................................................................... vi, 6 

Fresno Motors, LLC v. Mercedes-Benz USA, LLC, No. 1:10CV012 AWI DLB, 

2010 WL 1136192 (E.D. Cal. Mar. 22, 2010) ...................................................................................... 9 

Fund Raising, Inc. v. Alaskans for Clean Water, Inc., No. CV 09-4106 AHM (VBKx), 

2009 WL 3672518 (C.D. Cal. Oct. 29, 2009) ...................................................................................... 6 

Goodyear Dunlop Tires Operations, S.A. v. Brown, 

564 U.S. 915 (2011) ............................................................................................................................. 3 

Grey v. Am. Mgmt. Servs., 

139 Cal. Rptr. 3d 210 (Cal. Ct. App. 2012) .................................................................................... 8, 15 

Harris v. Superior Court, 

233 Cal Rptr. 186 (Cal. Ct. App. 1986) .............................................................................................. 14 

Howsam v. Dean Witter Reynolds, Inc., 

537 U.S. 79 (2002) ............................................................................................................................. 15 

Levy v. State Farm Mut. Auto. Ins., 

58 Cal. Rptr. 3d 54 (Cal. Ct. App. 2007) .............................................................................................. 7 

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Marsch v. Williams, 

28 Cal. Rptr. 2d 398 (Cal. Ct. App. 1994) ............................................................................................ 7 

Mihlon v. Super. Ct., 

215 Cal. Rptr. 442 (Cal. Ct. App. 1985) ............................................................................................... 5 

Mundi v. Union Sec. Life Ins., 

555 F.3d 1042 (9th Cir. 2009) ............................................................................................... vi, 8, 9, 12 

Nielson v. Union Bank of Cal., N.A., 

290 F. Supp. 2d 1101 (C.D. Cal. 2003) ........................................................................................ 10, 11 

Pavlovich v. Super. Ct., 

58 P.3d 2 (Cal. 2002) ............................................................................................................................ 3 

Peralta v. Cal. Franchise Tax Bd., 

124 F. Supp. 3d 1000 (N.D. Cal. 2015) ................................................................................................ 7 

Pestmaster Franchise Network, Inc. v. Mata, No. 16-cv-7268-EMC, 

2017 WL 1956927 (N.D. Cal. May 11, 2017) ...................................................................................... 3 

Purdue Research Found. v. Sanofi-Synthelabo, S.A., 

338 F.3d 773 (7th Cir. 2003) ................................................................................................................ 4 

Riddle v. Leuschner, 

335 P.2d 107 (Cal. 1959) .................................................................................................................... 10 

Sandoval v. Ali,

34 F. Supp. 3d 1031 (N.D. Cal. 2014) .......................................................................................... 10, 11 

Schwarzenegger v. Fred Martin Motor Co., 

374 F.3d 797 (9th Cir. 2004) ................................................................................................................ 4 

Sonora Diamond Corp. v. Super. Ct., 

99 Cal. Rptr. 2d 824 (Cal. Ct. App. 2000) .......................................................................................... 10 

Spinks v. Equity Res. Briarwood Apts, 

90 Cal. Rptr. 3d 453 (Cal. Ct. App. 2009) .......................................................................................... 15 

Thomas v. Westlake, 

139 Cal. Rptr. 3d 114 (Cal. Ct. App. 2012) ........................................................................................ 14 

Tracer Research Corp. v. Nat’l Env. Servs. Co.,

42 F.3d 1292 (9th Cir. 1994) .............................................................................................................. 13 

United Steelworkers of Am. v. Warrior & Gulf Navigation Co., 

363 U.S. 574 (1960) ........................................................................................................................... 15 

Wistron Corp. v. Phillip M. Adams & Assocs., LLC, 10-cv-4458 EMC, 

2011 WL 4079231 (N.D. Cal. Sept. 12, 2011) ..................................................................................... 7 

Statutes

28 U.S.C. § 1391 ...................................................................................................................................... 6 

9 U.S.C. § 4 .............................................................................................................................................. 6 

9 U.S.C. § 6 .............................................................................................................................................. 1 

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Rules

Civil L.R. 7.3(c) ....................................................................................................................................... 1 

Federal Rules of Civil Procedure 12(b)(2) .......................................................................................... vi, 1 

Federal Rules of Civil Procedure 12(b)(3) .......................................................................................... vi, 1 

Federal Rules of Civil Procedure 12(b)(6) .......................................................................................... vi, 1 

	 	

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SUMMARY OF ARGUMENT 

Indyzen brought its Petition to force Mr. Dobson, an individual domiciled in Vietnam, to 

arbitrate claims under an agreement Mr. Dobson signed only in his official capacity as an agent of the 

signatory party, Parkridge (the “Morfit Agreement”). This Court should dismiss the Petition under 

F.R.C.P. 12(b)(2) and (b)(3) due to lack of personal jurisdiction and proper venue. Mr. Dobson is not a 

citizen of California, does not conduct business in California, and has nothing personally to do with 

the Morfit Agreement, a contract that never refers to Mr. Dobson individually, nor provides him any 

substantive rights. California’s long-arm statute cannot confer jurisdiction over Mr. Dobson under 

these circumstances. 

Furthermore, to the extent that jurisdiction exists, Mr. Dobson nevertheless should be 

dismissed under F.R.C.P. 12(b)(6). Indyzen has not alleged any cognizable claim against Mr. Dobson. 

See Frank Gari Prods., Inc. v. Smith, CV 12-248-GHK (FFMx), 2012 WL 12895672, at *4 (C.D. Cal. 

June 15, 2012) (dismissing petition to compel arbitration for failure to plead a claim). Moreover, by its 

very terms, the Agreement’s arbitration clause is narrow and only applies to disputes “between” 

Indyzen and Parkridge. This express language excludes claims against Mr. Dobson. See Mundi v. 

Union Sec. Life Ins., 555 F.3d 1042, 1045-47 (9th Cir. 2009) (rejecting petition to compel nonsignatory to arbitration based upon a similar arbitration clause). Finally, Indyzen has not shown any 

equitable reason for compelling Mr. Dobson to arbitration. He is not an alter ego of Parkridge, nor a 

third party beneficiary of the Agreement. Although Mr. Dobson signed the Morfit Agreement in his 

official capacity, as CEO of Parkridge, this status is insufficient to compel arbitration against him 

personally. Benasra v. Marciano, 112 Cal. Rptr. 2d 358, 361-62 (Cal. Ct. App. 2001) (agent may be 

permitted to relinquish his right to a jury trial, but cannot be compelled to do so). For these reasons, 

this Court should dismiss Mr. Dobson from this case with prejudice. See AT&T Techs., Inc. v. 

Commc’ns 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.”). 

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I. INTRODUCTION

Counter-Defendant Mr. Dobson,1 through his undersigned counsel, submits this Motion to 

Dismiss Indyzen’s Petition. Mr. Dobson brings this Motion pursuant to Federal Rules of Civil 

Procedure 12(b)(2), 12(b)(3), and 12(b)(6).2

 

II. STATEMENT OF FACTS 

A. Background

Parkridge was founded in 2013 to create a mobile software application combing health and 

fitness information with social media networking. Possessing limited technical expertise internally, 

Parkridge hired Praveen Narra Kumar (“Narra”), due to Narra’s self-proclaimed experience in 

software development, as Chief Technology Officer (“CTO”) to lead its mobile app development. 

After assuming his duties as CTO of Parkridge, Narra hired his own software company, Indyzen, to 

develop the mobile app. Narra helped Parkridge negotiate a contract with Indyzen, including 

providing the specifications for the mobile app and directing Parkridge as to necessary terms in the 

contract. On January 5, 2015, Parkridge signed a contract with Indyzen for development of the 

mobile app, known as the Morfit Agreement. 

The result was disastrous for Parkridge. The mobile app, which was later known as Morfit 

(the “Morfit App”), did not work and was grossly inferior to comparable apps in the industry. 

 

1

 The newly-added entities named in Indyzen’s ostensible Petition are only appearing in a limited 

capacity, without prejudice to any defenses or arguments, and expressly reserve all rights including, 

but not limited to, challenging personal jurisdiction, the propriety of the jurisdiction before this Court, 

the propriety of the disputes before this Court, the propriety of the process, and the sufficiency of the 

allegations made. 

2

 Indyzen incorrectly filed its Petition as a Motion to Compel, whereas Petitions to Compel 

Arbitration constitute pleadings under 9 U.S.C. § 6 of the Federal Arbitration Act (“FAA”). Because 

Indyzen’s Petition constitutes a “pleading”, Mr. Dobson’s Motion to Dismiss is an initial Motion 

which under Civil L.R. 7.3(c) further permits a reply. Accordingly, Mr. Dobson respectfully reserves 

the right to reply to any opposition to its Motion to Dismiss pursuant to the content and timing 

requirements of Civil L.R. 7.3(c). 

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Moreover, 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. 

B. Procedural History 

Parkridge filed suit against Narra and Indyzen (collectively, “Defendants”) in the Northern 

District of California on December 29, 2016. See Compl., ECF No. 1. Defendants then moved to 

compel arbitration as to Parkridge and Mabel Mak (collectively, “Plaintiffs”), Parkridge’s sole 

shareholder, and stay the case. See Mot. to Compel Arb., ECF No. 12; Mot. to Stay, ECF No. 13. 

Plaintiffs opposed arbitration, particularly as to their claims against Narra, because the Morfit 

Agreement, which contained the arbitration provision, was only between Parkridge and Indyzen. The 

magistrate judge compelled arbitration and stayed the case, ruling that Plaintiffs’ claims against Narra 

may have arisen out of his role under the Morfit Agreement, and the Arbitrator could determine the 

extent of his jurisdiction. 

Accordingly, Plaintiffs filed a demand with the American Arbitration Association on June 8, 

2017. Defendants filed counterclaims naming five additional entities—Boon Global Limited 

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

California Management Group, and Mr. Dobson in his individual capacity (collectively, the “Nonsignatories”)—who were not parties to the Morfit Agreement. Plaintiffs and the Non-signatories3

moved to dismiss the counterclaims because: (1) they were outside the scope of the arbitration 

provision; (2) the Non-signatories were neither parties to nor bound by the Morfit Agreement; and (3) 

the counterclaims failed to state a claim. See Mot. to Dismiss Countercls., Ex. A. 

 

3

 The Non-signatories appeared in the arbitration for the limited purpose of contesting the arbitral 

jurisdiction. 

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On November 6, 2017, the Arbitrator dismissed the five Non-signatories. See Proced. Order 

No. 2 at 11, Ex. B. Indyzen subsequently filed a Petition to Compel Arbitration against the Nonsignatories in the stayed federal case. See Pet. to Compel Arb., ECF No. 32. As the Non-signatories 

are not parties to the pending federal litigation and never consented to the jurisdiction of the 

magistrate judge, at least one party filed a Declination to Proceed Before a Magistrate Judge, 

reassigning the case to this Court. See Declin., ECF No. 36. 

III. ARGUMENT 

A. There Is No Basis for Personal Jurisdiction over Mr. Dobson Because He Did Not 

Consent to Jurisdiction and Has No Contacts with California. 

There is no basis for personal jurisdiction over Mr. Dobson in California. Mr. Dobson does 

not live in California, does not conduct business in California, and did not sign the Morfit Agreement 

in his individual capacity. Under California’s long-arm statute, personal jurisdiction is unable to be 

exerted over Mr. Dobson in these circumstances. 

As an initial matter, Indyzen bears the burden of demonstrating facts justifying the exercise of 

personal jurisdiction over Mr. Dobson such that compelling him to arbitration is proper. Pavlovich v. 

Super. Ct., 58 P.3d 2, 6-7 (Cal. 2002). Indyzen has not met its burden. 

1. This Court Does Not Have General Jurisdiction over Mr. Dobson.

A court may find general personal jurisdiction where a defendant’s “affiliations with the state 

are so ‘continuous and systematic’ as to render them essentially at home in the forum State.” 

Pestmaster Franchise Network, Inc. v. Mata, No. 16-cv-7268-EMC, 2017 WL 1956927, at *2 (N.D. 

Cal. May 11, 2017) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 

(2011)). For an individual, the paradigm forum for the exercise of general jurisdiction is 

the individual’s domicile. Daimler AG v. Bauman, 134 S. Ct. 746, 760 (2014). 

It is undisputed that Mr. Dobson is not domiciled in California; he is a resident of, and 

domiciled in, Vietnam. Moreover, Mr. Dobson does not have “continuous and systematic” contacts 

with California. He has no bank accounts or real property in California and does not conduct business 

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in or target or direct any of his activities towards the state. Thus, there is no basis for the exertion of 

general jurisdiction over Mr. Dobson. 

Indyzen argues that this Court has general jurisdiction over Mr. Dobson because he “worked 

extensively with Narra while he was in California on the development of the Morfit App” Pet. for 

Order Compelling Arb. at 3, ECF No. 32-1. Indyzen has not substantiated this conclusory allegation, 

but even assuming, arguendo, its veracity, this limited contact—all of which was done by Mr. 

Dobson in his official capacity as an agent of Parkridge—would be wholly insufficient to render Mr. 

Dobson “essentially at home” in California. See Purdue Research Found. v. Sanofi-Synthelabo, S.A., 

338 F.3d 773, 781 (7th Cir. 2003) (“[C]ontracting with an out-of-state party alone cannot establish 

automatically sufficient minimum contacts in the other party’s home forum.”). Mr. Dobson had 

contact with Narra as a result of his position at and work for Parkridge—a Hong Kong company. The 

fact that Mr. Dobson may have occasionally contacted Narra by email regarding Parkridge business 

while Narra was physically located in California is merely fortuitous contact with the state, as such, it 

is insufficient to support a finding of general jurisdiction against Mr. Dobson.

2. Specific Jurisdiction Does Not Exist over Mr. Dobson. 

The Ninth Circuit has established a three-prong test for analyzing specific jurisdiction: 

(1) The non-resident defendant must purposefully direct activities or consummate some 

transaction with the forum or resident thereof; or perform some act by which he purposefully 

avails himself of the privilege of conducting activities in the forum, thereby invoking the 

benefits and protection of its laws; 

(2) the claim must be one which arises out of or relates to the defendant's forum-related 

activities; and 

(3) the exercise of jurisdiction must comport with fair play and substantial justice. 

Adobe Sys. Inc. v. Trinity Software Distrib., Inc., No. C. 12-1614 SI, 2012 WL 3763643, at *5 (N.D. 

Cal. Aug. 29, 2012) (quoting Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 802 (9th Cir. 

2004)). The plaintiff bears the burden of establishing the first two prongs; if satisfied, the burden 

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shifts to the defendant to “‘present a compelling case’ that the exercise of jurisdiction would not be 

reasonable.” Id. (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985)). 

As previously established, Mr. Dobson is domiciled in Vietnam and does not conduct 

business in California. Mr. Dobson’s activities in his individual capacity are entirely unrelated to the 

allegations giving rise to the contractual dispute between Parkridge and Indyzen. Mr. Dobson signed 

the Morfit Agreement only in his official capacity, the contract does not affect his individual rights 

and does not contain any explicit or implicit reference to Mr. Dobson individually. Indyzen further 

fails to allege that Mr. Dobson had any role in contract negotiations or in any activities related to 

development of the Morfit App aside from in his official capacity as an agent of Parkridge. 

Moreover, Indyzen’s allegations that Mr. Dobson—as an agent of Parkridge—worked 

extensively with Narra while he was in California on the development of the Morfit app, are entirely 

insufficient to confer jurisdiction over him personally. Mihlon v. Super. Ct., 215 Cal. Rptr. 442, 447 

(Cal. Ct. App. 1985) (“[I]t is well established by California case law that for jurisdictional purposes 

the acts of corporate officers and directors, in their official capacities, are acts exclusively of (qua ) 

the corporation, and are thus not material for purposes of establishing minimum contacts as to 

individuals.”). The allegations against Mr. Dobson arise from his actions in his official capacity as an 

agent of Parkridge, all of which are actions of the company. Further as stated previously, Mr. 

Dobson’s emails to Narra while Narra allegedly was physically located in California do not amount to 

purposeful availment by Mr. Dobson to the benefits and protection of California laws. Narra was an 

employee of Parkridge—a Hong Kong company—and Mr. Dobson’s contacts with Narra were due to 

and in furtherance of Parkridge’s business. That Narra was allegedly fortuitously located in California 

during some of these dealings is entirely immaterial for this Court’s purposes. Because Indyzen has 

failed to plead any connection between California and Mr. Dobson in his individual capacity, specific 

jurisdiction does not exist over Mr. Dobson. 

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B. The Petition Should Be Dismissed for Improper Venue. 

Under 9 U.S.C. § 4, venue is proper on a petition to compel arbitration in “any United States 

district court which, save for such agreement, would have jurisdiction under title 28, in a civil action 

or in admiralty of the subject matter of a suit arising out of the controversy between the parties.” 9 

U.S.C. § 4; also 28 U.S.C. § 1391 (providing standard for venue). Because this Court lacks personal 

jurisdiction over Mr. Dobson for the reasons stated above, venue in the Northern District of 

California is also improper. 

C. Indyzen’s Allegations to Compel Mr. Dobson to Arbitration Do Not Meet Pleadings 

Standards. 

Indyzen’s petition has not met basic pleadings standards required under the Federal Rules of 

Civil Procedure and therefore should be dismissed. Fundamentally, Indyzen neither puts this Court 

nor Mr. Dobson on notice of exactly what claims are to be decided against Mr. Dobson in arbitration. 

Indyzen chose not to file a complaint or counterclaim against Mr. Dobson and instead petitioned this 

Court to compel arbitration under the FAA without specifying its asserted allegations. A petition to 

compel arbitration must still meet basic pleading standards under the Federal Rules of Civil 

Procedure, however. See Frank Gari, 2012 WL 12895672, at *4 (“Plaintiffs set forth no factual 

allegations in the Petition to support their conclusory statement that they have claims against 

[Defendant]. While Plaintiffs need not articulate their claims against Defendant in as detailed a 

fashion as they would in a complaint, they must provide sufficient factual allegations about their 

purported claims for us to determine whether the claims fall within the scope of the arbitration 

clause.”); Fund Raising, Inc. v. Alaskans for Clean Water, Inc., No. CV 09-4106 AHM (VBKx), 

2009 WL 3672518, at *4 (C.D. Cal. Oct. 29, 2009) (concluding Petitioner failed to allege “sufficient 

non-conclusory facts that would enable it to establish alter ego”). 

Neither the allegations raised in the Petition against Mr. Dobson nor in the arbitration meet 

basic pleadings standards for purposes of deciding Indyzen’s Petition. First, the breach of contract 

counterclaim fails to allege facts to give sufficient notice about how the Morfit Agreement was 

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conceivably breached by Mr. Dobson. See Levy v. State Farm Mut. Auto. Ins., 58 Cal. Rptr. 3d 54, 57 

(Cal. Ct. App. 2007) (“Facts alleging a breach, like all essential elements of a breach of contract 

cause of action, must be pleaded with specificity.”). No such alleged breaches of the Morfit 

Agreement were pled by Indyzen against Mr. Dobson. 

The arbitration counterclaims also allude to a vague “misappropriation of intellectual 

property” claim against Mr. Dobson. It is impossible to discern whether Indyzen is raising a patent 

infringement, trade secret misappropriation, copyright infringement, or any other claim related to 

intellectual property. Regardless of Indyzen’s past and future characterizations, the claim falls well 

short of pleadings requirements. Notably, Indyzen fails to identify the intellectual property, the scope 

of Indyzen’s alleged rights to the intellectual property, how its rights were somehow misappropriated, 

who specifically wrongfully used the intellectual property, and the circumstances of any alleged 

wrongful use. See Peralta v. Cal. Franchise Tax Bd., 124 F. Supp. 3d 1000 (N.D. Cal. 2015)

(dismissing individuals because plaintiff had “not alleged a sufficient nexus between them and the 

alleged infringement”); Wistron Corp. v. Phillip M. Adams & Assocs., 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). Indyzen 

further fails to provide this Court with a proper basis for ascertaining whether such a claim falls 

within the Morfit Agreement’s arbitration clause. 

D. The Petition Fails Because Mr. Dobson Was Not a Party to the Morfit Agreement and 

Never Agreed to Arbitration. 

Indyzen’s Petition ignores a fundamental legal principle: a party cannot compel another party 

to arbitration where those entities never signed an agreement with an arbitration clause. See Marsch v. 

Williams, 28 Cal. Rptr. 2d 398, 400 (Cal. Ct. App. 1994) (“[A] party can be compelled to submit a 

dispute to arbitration only where he has agreed in writing to do so.”). 

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1. Indyzen Erroneously Claims There Is a Presumption in Favor of Compelling 

Non-signatories to Arbitration. 

As an initial matter, Indyzen incorrectly argues that there is a presumption in favor of 

arbitration regarding Mr. Dobson. See Mem. in Supp. of Pet. at 4, ECF No. 32-2 (Indyzen claiming 

that the “burden of proof” is on the parties “resisting arbitration”). To the contrary, the “general 

principle [is] that only those who have agreed to arbitrate are obliged to do so.” Mundi, 555 F.3d at 

1046; Grey v. Am. Mgmt. Servs., 139 Cal. Rptr. 3d 210, 214 (Cal. Ct. App. 2012) (“[F]undamentally, 

a party is not obligated to arbitrate unless he or she has expressly agreed to do so by entering into a 

valid and enforceable written contract with the party who seeks arbitration.”). 

2. Mr. Dobson Cannot Be Compelled to Arbitrate Because He Is Not Personally a 

Signatory to the Morfit Agreement or any Agreement to Arbitrate with Indyzen. 

Mr. Dobson did not sign the Morfit Agreement in his individual capacity, did not agreed to 

arbitrate any disputes with Indyzen, and is not a party to the Agreement. See Compl., Ex. B, ECF No. 

1-2; see also AT&T Techs., 475 U.S. at 649 (“[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.”). Rather, the 

software development agreement to develop the Morfit App was between two parties: Indyzen, Inc. 

and Parkridge Ltd. Zero language in the Morfit Agreement explicitly or implicitly refers to Mr. 

Dobson individually. Indeed, Indyzen has not identified any contract between Indyzen and Mr. 

Dobson individually, let alone one with an arbitration clause. Moreover, Mr. Dobson has never 

conducted business with Indyzen, outside of his actions in his capacity as Parkridge’s agent. These 

facts are dispositive. Because Mr. Dobson did not personally agree to arbitrate the claims and 

counterclaims with Indyzen, he cannot be required to arbitrate them. 

3. The Morfit Agreement’s Arbitration Clause Is Narrow and Only Applies to 

Disputes “Between” Parkridge and Indyzen, Not Non-signatories. 

The Morfit Agreement has a very narrow arbitration clause that by its terms does not apply to 

Mr. Dobson. The arbitration clause is expressly limited to “any dispute or disagreement between the 

Company and the Customer....” See Compl., Ex. B, ECF No. 1-2 (emphasis added). Under the Morfit 

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Agreement, “Company” is defined as “Indyzen[ ]Inc.,” and “Customer” is defined as “Parkridge 

Limited.” Id. The arbitration clause contains no broad language to show any intent to arbitrate matters 

other than disputes between the defined parties. See Fresno Motors, LLC v. Mercedes-Benz USA, 

LLC, No. 1:10CV012 AWI DLB, 2010 WL 1136192, at *4 (E.D. Cal. Mar. 22, 2010) (“The public 

policy favoring arbitration does not apply to disputes the parties have not agreed to arbitrate.”). 

In Mundi, the Ninth Circuit addressed a very similar arbitration clause to the one at issue here 

that was also limited to disputes “between” defined parties. 555 F.3d at 1047. The Ninth Circuit 

rejected the argument that a non-signatory should be compelled to arbitration because the arbitration 

agreement at issue was “premised on a disagreement between Wells Fargo and the borrower.” Id. at 

1045, 1047 (emphasis added) (“[A]ny disagreement between the borrower and a third party...is 

simply not within the scope of the arbitration agreement, even if it is related in some attenuated way 

to the” subject of the agreement.). The Morfit Agreement’s arbitration clause contains the same

qualifying language as in Mundi, limiting arbitration disputes “between” defined parties: Indyzen and 

Parkridge. 

Despite the Morfit Agreement’s explicit language and clear intentions, Indyzen argues this 

Court should force Mr. Dobson into arbitration based upon vague theories of alter ego, agency, 

equitable estoppel, or third party beneficiary status.4 While on rare occasions courts have applied 

these principles to require a non-signatory to participate in arbitration, these exceptions do not apply 

here, and any notions of fairness and equity further prevent Mr. Dobson from being forced into an 

arbitration that he did not agree to. 

 

4

 Indeed, the Petition was only filed by Indyzen, ostensibly because Narra was not, himself, a 

signatory to the Morfit Agreement, so Narra would not have authority under the Morfit Agreement to 

compel arbitration against any entity. 

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4. Arbitration Cannot Be Compelled Against Mr. Dobson Under an Alter Ego 

Theory. 

Indyzen first argues that Mr. Dobson should be compelled into arbitration, alleging he is the 

alter ego of Parkridge and the remaining Non-signatories. Indyzen seeks an order from this Court 

disregarding the corporate structures of Parkridge and the Non-signatory entities, and binding them 

all to Parkridge’s contractual obligations based on nothing more than allegations that all entities 

related to Mr. Dobson are “one and the same.” This argument is meritless. 

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

and distinct from its stockholders, officers and directors. See Sonora Diamond Corp. v. Super. Ct., 99 

Cal. Rptr. 2d 824, 836 (Cal. Ct. App. 2000). Under California law, for a court to disregard a corporate 

identity, a plaintiff must establish: (1) such a unity of interest and ownership exists that the 

personalities of the corporation and individual are no longer separate, and (2) an inequitable result 

will follow if the acts are treated as those of the corporation alone. See Sandoval v. Ali, 34 F. Supp. 3d 

1031, 1040 (N.D. Cal. 2014). A plaintiff must establish both of these elements by facts supporting 

each. See Nielson v. Union Bank of Cal., N.A., 290 F. Supp. 2d 1101, 1115 (C.D. Cal. 2003); 

Sandoval, 34 F. Supp. 3d at 1040 (finding that plaintiff’s alter ego allegations were “too conclusory to 

survive a motion to dismiss”). 

Indyzen does not sufficiently allege unity of interest or fraud. The crux of Indyzen’s argument 

is that Mr. Dobson has ownership and control over the Non-signatory entities and Parkridge, and 

therefore the companies should be treated as a single entity. “Common ownership alone,” however, 

“is insufficient to disregard the corporate form.” Sandoval, 34 F. Supp. 3d at 1040 (dismissing alter 

ego claims because common ownership is insufficient to treat two separate entities as the same 

entity); see also Riddle v. Leuschner, 335 P.2d 107, 109-10 (Cal. 1959) (rejecting alter ego claim 

based upon the same person having roles or positions in different companies). Mr. Dobson is a 

successful businessman who, like many successful business people, is involved in many different 

companies. This is not unusual, nor is it unlawful. That Mr. Dobson occasionally sends an email from 

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the wrong account is not evidence of malfeasance; it is an unsurprising mix-up for a busy person 

given the state of technology in this day and age. 

The Petition also labels the Non-signatory entities as “sham companies,” “one and the same,” 

and corporate “fronts.”5

 Mem. in Supp. of Pet. at 6, ECF No. 32-2. Indyzen’s recitation of these 

unsupported adjectives does not establish the existence of an alter ego relationship between Mr. 

Dobson, Parkridge and the other Non-signatories, as no facts are provided to show Mr. Dobson 

disregarded corporate formalities or operated either Parkridge or CFYC as a fraud—allegations that 

are required to be pled with particularity under F.R.C.P. 9(b) and were not. See Sandoval, 34 F. Supp. 

3d at 1040 (imposing a heightened pleading standard and noting that a party “must allege specifically 

both of the elements of alter ego liability, as well as facts supporting each”). 

Furthermore, Indyzen has not shown (or even alleged) that Mr. Dobson commingled his funds 

with any of the Non-signatories or Parkridge—another relevant factor for establishing alter ego 

liability. See Nielson, 290 F. Supp. 2d at 1115 (party must allege facts supporting each element of 

alter ego relationship). Indeed, such allegations could not, in good faith, be made against Mr. Dobson; 

the evidence shows that he has separate bank accounts, and that the companies he is in charge of are 

adequately funded, independently owned and managed, maintain corporate records, and are located in 

different places. See Aff. of Mr. Dobson, Ex. C. The remaining allegations relating to R & R Fitness 

Holdings are irrelevant; Indyzen has failed to explain how this accusation against a non-party bears 

any connection to the existence of an alter ego relationship between Mr. Dobson and the Nonsignatories or Parkridge. Indyzen therefore has not provided any basis to compel arbitration based 

upon the alter ego doctrine. 

 

5

 Mr. Dobson takes exception to the characterizations used by Indyzen; they are defamatory, untrue, 

and unsupported in fact. 

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5. Indyzen’s Narrow Equitable Estoppel Argument Should Be Rejected Because 

Mr. Dobson Did Not Exploit the Morfit Agreement. 

To bind a non-signatory to an arbitration clause under an equitable estoppel theory, a party 

must demonstrate 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 1098, 1101 (9th 

Cir. 2006). Furthermore, the Ninth Circuit construes the equitable estoppel exception narrowly in the 

context of a signatory seeking to compel a non-signatory into arbitration. See Mundi, 555 F.3d at 

1046 (labeling the equitable estoppel exception as within “very narrow confines” in light of the 

“general principle that only those who have agreed to arbitrate are obliged to do so”). 

Applying the Ninth Circuit’s Comer test, Indyzen’s allegation of equitable estoppel fails 

because it has not shown that Mr. Dobson knowingly exploited the Morfit Agreement. Mr. Dobson is 

only connected to the contractual dispute between Parkridge and Indyzen by virtue of his agency 

relationship with Parkridge. The Morfit Agreement neither refers to Mr. Dobson individually nor 

expressly or impliedly confers any contractual rights or obligations upon him. The Petition notable 

omits any allegations that Mr. Dobson individually received any revenue, product code, or anything 

else of value from Indyzen, important factors under an equitable estoppel analysis. 

Indyzen’s claim of equitable estoppel further fails because the allegations that Mr. Dobson 

misappropriated Indyzen’s intellectual property do not meet the Twombly or Iqbal standards, and 

nevertheless fall outside of the arbitration clause. See Mem. in Supp. of Pet. at 10, ECF No. 32-2; 

Ashcroft v. Iqbal, 556 U.S. 662 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007). As stated 

above, Indyzen’s “misappropriation” claim fails basic pleadings standards and is factually 

underdeveloped. But even if properly alleged, such a tort claim is not the proper subject of arbitration 

when the Morfit Agreement’s arbitration clause expressly is limited to claims between Parkridge and 

Indyzen. See Cape Flattery Ltd. v. Titan Mar., LLC, 647 F.3d 914, 924 (9th Cir. 2011) (holding that 

tort claim was not arbitrable under the parties’ arbitration clause); Tracer Research Corp. v. Nat’l 

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Env. Servs. Co., 42 F.3d 1292, 1295 (9th Cir. 1994) (finding that misappropriation claim was not a 

proper subject for arbitration where the arbitration clause was narrow). 

Indyzen cites to an unpublished opinion, Exigen Properties, Inc. v. Genesys 

Telecommunications Laboratories, Inc., in support of its position, but it is distinguishable. No. 

A140081, 2016 WL 520283 (Cal. Ct. App. Feb. 9, 2016). First, the arbitration clause at issue in 

Exigen had significantly different scope than present here, and applied to “any” disputes “arising out 

of or in connection with” the contract, which is substantially broader than the Morfit Agreement’s 

arbitration clause. Id. at *1-2. Furthermore, the non-signatory in Exigen received direct benefits from 

the contract in the form of marketing, pricing discounts, promotion, and maintenance of shared 

confidential information. Id. at *9. In contrast, Indyzen has not shown that Mr. Dobson personally 

received anything from Indyzen. 

Indyzen also claims that Mr. Dobson is “inextricably intertwined” with Parkridge without 

providing any facts or case law in support of this argument. Indyzen accordingly cannot establish an 

equitable estoppel basis to compel Mr. Dobson into arbitration, as he did not knowingly exploit the 

Morfit Agreement, and the allegations are insufficiently pled and would nevertheless fall outside of 

the arbitration clause if true. 

6. Mr. Dobson’s Status As An Agent of Parkridge Is Not A Sufficient Basis On 

Which To Compel Him To Participate In Arbitration. 

Mr. Dobson is not a party to the Agreement. He signed the Agreement not as an individual, 

but in his official capacity as a corporate officer of Parkridge, writing “C.E.O.”: 

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Compl., Ex. B, ECF No. 1-2. Under California law, signing an arbitration agreement as an agent for a 

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

Benasra, 112 Cal. Rptr. 2d at 361-62 (Cal. Ct. App. 2001) (stating agent was “not the one who wants 

to be bound by the arbitration provision in a contract that he signed only in a representative 

capacity”). 

The cases Indyzen cites to the contrary are distinguishable and inapposite. For example, in 

Harris v. Superior Court, 233 Cal Rptr. 186 (Cal. Ct. App. 1986), the court allowed a non-signatory 

to require arbitration against a signatory party of the arbitration agreement. See also Thomas v. 

Westlake, 139 Cal. Rptr. 3d 114, 121 (Cal. Ct. App. 2012) (“[A]gents of parties to the agreements 

containing arbitration clauses . . . are also entitled to compel arbitration of [Plaintiff’s] claims against 

them.”). But whether an agent in his official capacity may enforce an arbitration agreement is a 

separate issue from whether an agent may be compelled to arbitrate a dispute brought against him in 

his individual capacity. Cf. Benasra, 112 Cal. Rptr. 2d at 361 (“It is one thing to permit a 

nonsignatory to relinquish his right to a jury trial, but quite another to compel him to do so.”). The 

fact that an agent of a signatory to a contract “may in some circumstances be viewed ... as an agent 

who is entitled to compel arbitration is legally irrelevant where, as here, [he] is not the one who wants 

to be bound by the arbitration provision in a contract that he signed only in a representative 

capacity.” Id. (emphasis in original). 

Harris is also distinguishable because the agent there was expressly covered by the terms of 

the arbitration agreement. Harris, 233 Ca. Rptr. at 187-89. Thus, contrary to Respondents’ 

submission, Harris in no way supports the proposition that a signatory who executes a contract 

containing an arbitration provision solely in a representative capacity is bound by that provision in his 

individual capacity. Id. Indyzen’s agency argument should be rejected, as Mr. Dobson did not sign 

the Morfit Agreement in his individual capacity, and cannot be bound to arbitrate claims brought 

against him personally under California law. 

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7. Mr. Dobson Is Not a Third Party Beneficiary of the Morfit Agreement. 

In order to determine whether a contract was made for the benefit of a third person, a court 

must look at whether the parties’ intent to benefit a third person appears from the terms of the 

contract. Spinks v. Equity Res. Briarwood Apts, 90 Cal. Rptr. 3d 453, 468-69 (Cal. Ct. App. 2009)). 

Here, Mr. Dobson is not named in the Morfit Agreement, nor is there clear intent in the terms of the 

Morfit Agreement to benefit Mr. Dobson. Rather, the contract was to benefit Parkridge by Indyzen 

developing a mobile app for it, and not for Mr. Dobson. Thus, Mr. Dobson is not a third party 

beneficiary of the Morfit Agreement. 

E. The Arbitrator Does Not Have the Authority to Decide Whether Non-Parties to an 

Arbitration Agreement Are Within Its Jurisdiction. 

Indyzen’s request for the Court Order to empower the Arbitrator “to decide whether additional 

parties can be added to the arbitration in the future” without court review is patently contrary to basic 

principles of contract, arbitration and due process. See Indyzen’s Mem. in Supp. of Pet. at 13, ECF 

No. 32-2. Arbitration 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 Navigation Co., 363 U.S. 574, 582 (1960); see also Grey, 139 Cal. Rptr. 3d at 212-15. 

Disputes about whether a party is bound by a given arbitration clause “raises a ‘question of 

arbitrability’ for a court to decide.” Howsam v. Dean Witter Reynolds, Inc., 537 U.S. 79, 84 (2002). A 

court “should not assume that the parties agreed to arbitrate arbitratibility unless there is clear and 

unmistakable evidence that they did so.” Cape Flattery, 647 F.3d at 920 (quoting First Options of 

Chi., Inc. v. Kaplan, 514 U.S. 938, 944 (1995)). Because any currently unidentified additional 

companies have clearly not signed the Morfit Agreement, zero evidence supports Indyzen’s request to 

provide the Arbitrator with boundless authority to decide which parties are within its jurisdiction. 

Case 4:16-cv-07387-JSW Document 43 Filed 01/18/18 Page 22 of 24
Mr. Dobson’s Mot. to Dismiss - 16 - No. 16-cv-07387 

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DATED: January 18, 2018 Respectfully submitted, 

 

 By: /s/ Adam Wolek 

 Adam Wolek (pro hac vice) 

Taft Stettinius & Hollister LLP 

111 E. Wacker Drive, Suite 2800 

Chicago, Illinois 60601 

Tel: 312.836.4063 

Fax: 312.966.8598 

awolek@taftlaw.com 

DAVID A. MAKMAN (SBN 178195) 

david@makmanlaw.com 

LAW OFFICES OF DAVID A. MAKMAN 

655 Mariner’s Island Blvd, Suite 306 

San Mateo, CA 94404 

Telephone: (650) 242-1560 

Facsimile: (408) 716-3052 

 

Attorneys Appearing in a Limited Capacity for 

Counter-Defendants Boon Global Limited, F8 

Vietnam Company Limited, California Fitness 

& Yoga Centers, California Management 

Group, and Randy Dobson

 

Case 4:16-cv-07387-JSW Document 43 Filed 01/18/18 Page 23 of 24
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CERTIFICATE OF SERVICE 

The undersigned certifies that, on January 18, 2018, he caused this document to be 

electronically filed with the Clerk of Court using the CM/ECF system, which will send 

notification of filing to counsel of record for each party. 

DATED: January 18, 2018 Taft Stettinius & Hollister LLP 

 

 By: /s/ Adam Wolek 

Case 4:16-cv-07387-JSW Document 43 Filed 01/18/18 Page 24 of 24