CASE NO. 5:17-CV-00561-WHO

UBIQUITI NETWORKS INTERNATIONAL LIMITED’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION

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JENNIFER LEE TAYLOR (SBN 161368)

JTaylor@mofo.com 

JOYCE LIOU (SBN 277720)

JLiou@mofo.com 

AMANDA D. PHILLIPS (SBN 305614)

APhillips@mofo.com 

MORRISON & FOERSTER LLP

425 Market Street

San Francisco, California 94105-2482 

Telephone: (415) 268-7000 

Facsimile: (415) 268-7522 

Attorneys for Specially-Appearing Defendant 

UBIQUITI NETWORKS INTERNATIONAL LIMITED

IN THE UNITED STATES DISTRICT COURT FOR THE

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

SYNOPSYS, INC.,

Plaintiff, 

v. 

UBIQUITI NETWORKS, INC., UBIQUITI

NETWORKS INTERNATIONAL LIMITED, 

CHING-HAN TSAI, and DOES 1-20, 

inclusive 

Defendants. 

Case No. 5:17-cv-00561-WHO

DEFENDANT UBIQUITI 

NETWORKS INTERNATIONAL 

LIMITED’S NOTICE OF 

MOTION AND MOTION TO 

DISMISS FOR LACK OF 

PERSONAL JURISDICTION 

PURSUANT TO RULE 12(b)(2) 

Date: April 26, 2017 

Time: 2:00 p.m. 

Place: Courtroom 2, 17th Floor 

Judge: Honorable William H. Orrick

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CASE NO. 5:17-CV-00561-WHO

UBIQUITI NETWORKS INTERNATIONAL LIMITED’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION

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NOTICE OF MOTION AND MOTION

TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD:

PLEASE TAKE NOTICE that on April 26, 2017 at 2:00 p.m., or as soon as the matter

may be heard by the Honorable William H. Orrick in Courtroom 2 of the United States District 

Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 

94102, Specially-Appearing Defendant Ubiquiti Networks International Limited will and hereby 

does move this Court for an order pursuant to Federal Rule of Civil Procedure 12(b)(2) 

dismissing Plaintiff’s Complaint against Ubiquiti Networks International Limited for lack of 

personal jurisdiction.

This motion will be based on this Notice, the accompanying Memorandum of Points and 

Authorities concurrently filed herewith, the Declaration of Grace Chen concurrently filed 

herewith, the pleadings and papers on file with the Court, and such other argument as may be 

presented at the hearing.

STATEMENT OF RELIEF REQUESTED

Pursuant to Federal Rule of Civil Procedure 12(b)(2) and Civil Local Rule 7-2, Defendant 

Ubiquiti Networks International Limited respectfully requests an order finding that this Court 

lacks personal jurisdiction over Ubiquiti Networks International Limited and dismissing 

Plaintiff’s Complaint against Defendant Ubiquiti Networks International Limited with prejudice.

Dated: March 16, 2017 JENNIFER LEE TAYLOR

JOYCE LIOU

AMANDA D. PHILLIPS

MORRISON & FOERSTER LLP

By: /s/ Jennifer Lee Taylor

JENNIFER LEE TAYLOR

Attorneys for Specially-Appearing 

Defendant 

UBIQUITI NETWORKS 

INTERNATIONAL LIMITED

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INTRODUCTION

On February 3, 2017, Plaintiff Synopsys Inc. (“Plaintiff”) filed this action (“the 

Complaint”) against defendants Ubiquiti Networks, Inc., Ching-Han Tsai, and Ubiquiti Networks 

International Limited (“UNIL”). Plaintiff’s Complaint alleges a claim under the Digital 

Copyright Millennium Act, 17 U.S.C. § 1201, et seq., against all named defendants. (Complaint

¶¶ 22-32.) Plaintiff’s Complaint also alleges that UNIL operates in Hong Kong as a subsidiary of 

Ubiquiti, and that this Court has personal jurisdiction over UNIL because it is believed to a 

subsidiary of Ubiquiti and to conduct or have conducted business within the state or district. (Id. 

¶¶ 3, 8.) Not only are these allegations insufficient on their face to permit this Court to exercise 

personal jurisdiction over UNIL, it is also not true that UNIL conducts or has conducted business 

within this state or district. Rather, it is a Hong Kong entity that conducts business outside of the 

United States. Because Plaintiff’s cursory efforts to bring UNIL into this suit fail the requisite 

standards, the Court should grant UNIL’s motion with prejudice.

LEGAL STANDARD

Under Rule 12(b)(2), a defendant may move for dismissal based on lack of personal 

jurisdiction. Fed. R. Civ. P. 12(b)(2). This Court’s power to exercise personal jurisdiction over a 

nonresident defendant has two independent restrictions: the applicable state personal jurisdiction 

rule and constitutional principles of due process. Sher v. Johnson, 911 F.2d 1357, 1360 (9th Cir. 

1990). Because California’s statutory limitation is co-extensive with the outer limits of federal 

due process, see id. at 1361, the federal and state jurisdictional inquiries become a single analysis 

in this matter. See Rano v. Sipa Press, Inc., 987 F.2d 580, 587 (9th Cir. 1993). 

Once a defendant brings a challenge to the court’s jurisdiction under Rule 12(b)(2), the 

plaintiff bears the burden of establishing personal jurisdiction. Mavrix Photo, Inc. v. Brand 

Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011); see also Scott v. Breeland, 792 F.2d 925, 927 

(9th Cir. 1986) (a plaintiff must “come forward with facts, by affidavit or otherwise, supporting 

personal jurisdiction”). When a defendant brings a 12(b)(2) motion based on the pleading and 

parties’ briefing, as UNIL does here, the court must inquire whether the plaintiff has made a 

prima facie showing of jurisdictional facts, which cannot simply rest on the bare allegations of the 

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complaint. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004)

(citations omitted). 

ARGUMENT

To carry its burden on personal jurisdiction, Plaintiff must allege facts sufficient to 

establish either (a) that UNIL is “essentially at home” in California, which is required for general 

jurisdiction; or (b) meaningful suit-related contacts between UNIL and the forum state, which are 

needed to satisfy the test for specific personal jurisdiction. Ranza v. Nike, Inc., 793 F.3d 1059, 

1068-69 (9th Cir. 2015), cert. denied, 136 S. Ct. 915 (2016). Because Plaintiff has not and cannot 

allege either, UNIL should be dismissed from this action.

A. The Complaint Lacks Allegations of Constant and Pervasive Contacts with 

California to Support General Personal Jurisdiction over UNIL 

General jurisdiction, if it applies, permits a court to assert jurisdiction over a foreign 

corporation to hear “any and all claims against it, wherever in the world the claims may arise.” 

Daimler AG v. Bauman, 134 S. Ct. 746, 751 (2014). Because general jurisdiction gives rise to a 

broad assertion of judicial authority, a plaintiff asserting general jurisdiction must meet an 

“exacting standard” to show that such jurisdiction is justified. Ranza, 793 F.3d at 1069.

Accordingly, the Court may subject UNIL to its general jurisdiction only if its contacts 

with the forum state are “so constant and pervasive as to render it essentially at home” within the 

state. Martinez v. Aero Caribbean, 764 F.3d 1062, 1066 (9th Cir. 2014) (citing Daimler AG, 

134 S. Ct. at 751). Indeed, “exceptional” circumstances are needed to justify general jurisdiction 

over a corporation for which the forum state is not its formal place of incorporation or principal 

place of business. Id. at 1070 (citing Daimler AG, 134 S. Ct. at 761 n.19). 

Plaintiff has not shown such exceptional circumstances here, where UNIL is a Hong Kong 

company (see Complaint ¶ 3) that conducts business in Asia and has business operations in 

Taiwan (see Declaration of Grace Chen in Support of Ubiquiti Networks International Limited’s 

Motion to Dismiss for Lack of Personal Jurisdiction Pursuant to Rule 12(b)(2) (“Chen Decl.”)

¶ 3), because Plaintiff’s only allegations regarding jurisdiction over UNIL is the single cursory 

statement that UNIL “is a subsidiary of Ubiquiti and has conducted and does conduct business 

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UBIQUITI NETWORKS INTERNATIONAL LIMITED’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION

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within the State of California and the Northern District of California.” (See Complaint ¶ 8.)

This is woefully inadequate to meet the exceptional circumstances standard. First, the 

bare allegation that UNIL is a subsidiary of Ubiquiti fails to establish personal jurisdiction over 

UNIL. It is well established that the existence of a parent-subsidiary relationship where the 

parent company is a resident of the forum state does not, by itself, establish personal jurisdiction. 

See Ranza, 793 F.3d at 1065; Transure, Inc. v. Marsh & McLennan, Inc., 766 F.2d 1297, 1299 

(9th Cir. 1985); Hudnall v. Payne, No. 13-cv-04728-WHO, 2014 WL 524079 at *9 (N.D. Cal. 

Feb. 6, 2014) (declining to exercise personal jurisdiction on the basis of a parent-subsidiary 

relationship alone). Second, the allegation that UNIL “has conducted” and “does conduct 

business” in the state, comes nowhere near the standard for “constant and pervasive contacts” that 

render a defendant “essentially at home” in California. Simply doing business in a state is not 

sufficient. See Cahen v. Toyota Motor Corp., 147 F. Supp. 3d 955, 964 (N.D. Cal. 2015) 

(finding that to exercise general jurisdiction in every state in which a corporation does substantial 

business would be “unacceptably grasping”) (quoting Daimler, 134 S. Ct. at 761). 

Thus, Plaintiff has not alleged the continuous and pervasive contacts required for general 

jurisdiction. And more importantly, it cannot. As explained in the Declaration of Grace Chen 

submitted concurrently herewith, UNIL is a company incorporated under the laws of Hong Kong, 

has its registered address in Hong Kong, and has business operations that are located in Taiwan. 

(Chen Decl. ¶¶ 2, 3.) UNIL has not conducted and does not conduct business within the state of 

California or within the Northern District of California. (Id. ¶ 4.) 

Accordingly, UNIL lacks continuous and pervasive contacts with California to support 

this Court’s exercise of general jurisdiction over UNIL.

B. The Complaint Lacks Allegations of Suit-Related Conduct Directed at the 

State to Support Specific Personal Jurisdiction over UNIL 

Because California’s long-arm statute allows personal jurisdiction to the extent allowable 

under federal due process requirements, the Court need only conduct its jurisdictional analysis 

pursuant to federal due process requirements. See Cal. Code Civ. Proc. § 410.10 (jurisdiction is 

appropriate “on any basis not inconsistent with the Constitution of this state or of the United 

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States”); Schwarzenegger, 374 F.3d at 800–01. The Ninth Circuit uses a three-prong test to 

determine when specific jurisdiction over a non-resident defendant is appropriate. Id. at 802. 

Namely, the plaintiff must establish that (1) the non-resident defendant purposefully directed its

activities or consummated some transaction with the forum or a resident thereof, or performed 

some act whereby it purposefully availed itself of the privilege of conducting activities in the 

forum; (2) the claim is one which arises out of or relates to the defendant’s forum-related 

activities; and (3) the exercise of jurisdiction comports with fair play and substantial justice,

making jurisdiction over the defendant reasonable. Id. Only after the plaintiff satisfies the first 

two prongs of this test does the burden shift to the defendant to show that the exercise of 

jurisdiction would be unreasonable. Id. 

1. Plaintiff Has Not Alleged Minimum Contacts with the Forum State

The due process requirements in asserting personal jurisdiction over a defendant are met 

“only so long as there exist ‘minimum contacts’ between the [non-resident] defendant and the 

forum state.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 291 (1980). 

Accordingly, for a non-resident’s activities to be sufficiently related to the forum state to establish 

personal jurisdiction, that non-resident must engage in activity that is purposefully directed at the 

forum state. Asahi Metal Indus. Co. v. Super. Ct. of Cal., Solano Cnty., 480 U.S. 102, 112 

(1987). Put differently, the defendant’s activities within the jurisdiction must render it 

foreseeable to the defendant that it should reasonably anticipate being haled into the forum court. 

World-Wide Volkswagen, 444 U.S. at 297.

For cases sounding in tort, the Ninth Circuit typically uses a three-prong “purposeful 

direction” test to determine whether the defendant has minimum contacts with the forum state. 

Schwarzenegger, 374 F.3d at 802. Under this test, the plaintiff must show that the defendant 

“(1) committed an intentional act, (2) expressly aimed at the forum state, (3) causing harm that 

the defendant knows is likely to be suffered in the forum state.” Id. at 803. The Ninth Circuit has 

explained that this test does not stand for “the broad proposition that a foreign act with 

foreseeable effects in the forum state will always give rise to specific jurisdiction.” Pebble Beach 

Co. v. Caddy, 453 F.3d 1151, 1156 (9th Cir. 2006) (quoting Bancroft & Masters, Inc. v. Augusta 

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Nat’l Inc., 223 F.3d 1082, 1087 (9th Cir. 2000)). Instead, “something more” is required, namely, 

that the defendant “express[ly] aim[ed]” its conduct at the forum state. Id. 

The Complaint is entirely deficient under this test. Plaintiff accuses UNIL of obtaining or 

creating counterfeit keys for Plaintiff’s software and using such keys to circumvent Plaintiff’s 

license key system to access its software without a valid license. (Complaint ¶ 20.) The 

Complaint fails to allege where UNIL obtained or created the alleged counterfeit keys, where the 

acts of circumvention took place, and the location or nature of Plaintiff’s harm. The Complaint 

also fails to allege how any of these elements—the accused acts or the purported harm—bear any 

relation to the forum state. And most fundamentally, the Complaint fails to allege how harm in 

California was foreseeable to UNIL. Without any plausible allegations of this nature, it is 

impossible for UNIL or the Court to conclude that UNIL committed an intentional act, which was 

aimed at the State of California, and which caused harm in the State of California that was 

foreseen by UNIL. Importantly, even if a defendant’s actions caused foreseeable harm to a 

resident of the forum state, i.e., to a specific plaintiff, that is an insufficient basis for jurisdiction. 

Instead, “the relationship must arise out of contacts that the ‘defendant himself’ creates with the 

forum State.” Walden v. Fiore, 134 S. Ct. 1115, 1122 (2014) (emphasis added). 

Plaintiff has not alleged the “something more” necessary under the purposeful direction 

test as it has alleged nothing at all. 

2. Plaintiff Has Not Alleged Suit-Related Conduct to Support Specific 

Personal Jurisdiction 

Even if Plaintiff had sufficiently alleged that UNIL engaged in activities sufficient to meet 

the “minimum contacts” requirement for specific personal jurisdiction, it would also have to show 

that Plaintiff’s lawsuit arose out of those “minimum contacts.” It has not. Under Ninth Circuit

law, the plaintiff must show that the claims against the defendant would not have arisen “but for” 

the defendant’s forum related activities. Harrison v. Butler, 131 F.3d 146 (9th Cir. 1997) (citing 

Ballard v. Savage, 65 F.3d 1495, 1500 (9th Cir. 1995)). Because Plaintiff has not alleged any

contacts by UNIL with the forum state, Plaintiff cannot show that Plaintiff’s claim would not 

have arisen “but for” such contacts.

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In sum, Plaintiff has alleged no facts to support either of the first two prongs of the threeprong Ninth Circuit test for specific jurisdiction: minimum contacts and a direct connection 

between those minimum contacts and the forum. Accordingly, it has not alleged sufficient facts 

to support a finding of specific jurisdiction and its claim again UNIL should be dismissed.1

CONCLUSION

For the foregoing reasons, this Court does not have personal jurisdiction over UNIL and

should dismiss Plaintiff’s Complaint against UNIL pursuant to Federal Rule of Civil Procedure 

Rule 12(b)(2). Because the deficiencies cannot be cured, the dismissal should be with prejudice.

Dated: March 16, 2017 JENNIFER LEE TAYLOR

JOYCE LIOU

AMANDA D. PHILLIPS

MORRISON & FOERSTER LLP

By: /s/ Jennifer Lee Taylor

JENNIFER LEE TAYLOR

Attorneys for Specially-Appearing 

Defendant 

UBIQUITI NETWORKS

INTERNATIONAL LIMITED

 1 Because Plaintiff has made no attempt to allege facts supporting a claim of specific 

jurisdiction, UNIL elects not to address at this time the final element of the three-prong test to 

determine when specific jurisdiction over a non-resident defendant is appropriate—

reasonableness. See Schwarzenegger, 374 F.3d at 802. Nevertheless, there can be little question 

that when there has been no activity allegedly directed at the forum state, an exercise of 

jurisdiction would not be reasonable. See Burger King Corp. v. Rudzewicz, 471 U.S. 462, 476 

(1985) (even when minimum contacts have been met, they should be “considered in light of other 

factors to determine whether the assertion of personal jurisdiction would comport with ‘fair play 

and substantial justice’”) (internal quotation omitted).

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