WO IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA 

Fahad Al-Rajhi and Jood, Ltd., ) 

)

 Plaintiffs, ) 

) 

vs. ) 

) 

Mayfair Holdings, LLP, et al., ) 

) No. 2:18-cv-0581-HRH

 Defendants. ) 

_______________________________________) 

O R D E R

Motion to Dismiss

Defendants Mayfair Administration, LLC, Stuart Horwich, and Leon Dutkiewicz

move to dismiss plaintiffs’ complaint for lack of personal jurisdiction.1 This motion is

opposed.2 Oral argument was requested but is not deemed necessary. 

Background

Plaintiffs are Fahad Al-Rajhi and Jood, Ltd. Defendants are Mayfair Holdings, LLP;

Mayfair Administration, LLC; Mayfair Real Estate LP; Mayfair Finance Group, LP; Mayfair

Finance, LLP; Stuart Horwich; Leon Dutkiewicz; and Michael D. Evans. 

1Docket No. 33. 

2Docket No. 38. 

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Plaintiffs allege that in May 2012, Evans induced Al-Rajhi to invest in “a real estate

scheme involving the purchase and resale of distressed real estate in and around Phoenix,

Arizona.”3 On June 27, 2012, Al-Rajhi and Mayfair Real Estate entered into a Partnership

Agreement to form the entity Mayfair Holdings.4 Mayfair Holdings was the entity that was

going to purchase the Arizona real estate.5 Mayfair Administration was the initial manager

of Mayfair Holdings.6 Mayfair Administration is alleged to be a Delaware corporation with

its principal place of business in Pitman, New Jersey.

7

Also on June 27, 2010, Al-Rajhi and Mayfair Holdings entered into a Subscription

Agreement which issued 250,000 class B ordinary shares of Mayfair Holdings to Al-Rajhi.8

Horwich signed the Subscription Agreement on behalf of Mayfair Administration, which was

acting in its capacity as the manager of Mayfair Holdings.9

3Complaint for Damages at 7-8, ¶¶ 22-23, Docket No. 1. 

4

Id. at 8, ¶ 25. 

5

Id. at 9, ¶ 27. 

6

Id. at 8, ¶ 25; Mayfair Holdings LLP Partnership Agreement at 9, ¶ 7.2, Exhibit 1,

Plaintiffs’ Response to Defendants Mayfair Administration, LLC’s, Stuart Horwich’s and

Leon Dutkiewicz’s Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 38. 

7Complaint for Damages at 2, ¶ 2, Docket No. 1. 

8

Id. at 10, ¶ 34. 

9Subscription Agreement at 5, Exhibit 2, Plaintiffs’ Response to Defendants Mayfair

Administration, LLC’s, Stuart Horwich’s and Leon Dutkiewicz’sMotion toDismissfor Lack

of Personal Jurisdiction, Docket No. 38. 

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Al-Rajhi loaned $2.5 million to Mayfair Holdings. The first loan, which was for $2.25

million, was memorialized in a promissory note dated June 27, 2012.10 The June promissory

note was signed by Horwich on behalf of Mayfair Administration, which was acting in its

capacity as the manager of Mayfair Holdings.11

In November 2012, Al-Rajhi, through Jood, made a second loan, which was for

$250,000, and which was memorialized by a promissory note dated November 30, 2012.12

The November promissorynote was signed byHorwich on behalf of Mayfair Administration,

which was acting in its capacity as the manager of Mayfair Holdings.13

The terms of both promissory notes called for interest to be paid on the loans, but

plaintiffs allege that no interest has been paid to date.14 Plaintiffs allege that Evans has

borrowed significant amounts of money from the Mayfair entities in breach of various

Mayfair entity agreements.15

10Complaint for Damages at 11, ¶ 40, Docket No. 38. 

11Unsecured Subordinated Promissory Note at S-1, Exhibit 3, Plaintiffs’ Response to

Defendants Mayfair Administration, LLC’s, Stuart Horwich’s and Leon Dutkiewicz’s

Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 38. 

12Complaint for Damages at 15, ¶ 56, Docket No. 1. 

13Unsecured Subordinated Promissory Note at S-1, Exhibit 4, Plaintiffs’ Response to

Defendants Mayfair Administration, LLC’s, Stuart Horwich’s and Leon Dutkiewicz’s

Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 38. 

14Complaint for Damages at 12, ¶ 44; 16, ¶ 60; Docket No. 1. 

15Id. at 20-21, ¶ 81. 

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Horwich is alleged to be a United States citizen who resides in the United Kingdom.

16

Horwich is an attorney who is alleged to have “advised [d]efendant Evans, and participated

individually, in the formation and operation of the Mayfair entities.”17 Horwich is alleged

to have signed documents on behalf of Mayfair Administration.18 Dutkiewicz is alleged to

be a United States citizen who “resides in New Jersey and regularly conducts business

throughout the United States, including Arizona.”19 Dutkiewicz is an accountant who is

alleged to have “advised [d]efendant Evans and Horwich, and participated individually, in

the formation of the Mayfair entities.”20 Horwich and Dutkiewicz, along with Evans, are

alleged to have advised Al-Rajhi to form Jood, and Jood is allegedly “managed by

individuals selected and directed by [d]efendants Evans, Horwich, and Dutkiewicz.”21

Plaintiffs further allege that 

Horwich was a partner in Pitman PropertyManagement, and had

management responsibilities for the Mayfair portfolio. As a

partner in Pitman, Horwich had direct and regular access to the

Mayfair bank accounts and provided legal advice and counsel to

Defendants Evans and Dutkiewicz. Horwich also played a role

in working with accountants and outside attorneys to set up the

16Id. at 3, ¶ 7. 

17Id.

18Id. at 8, ¶ 25; 10, ¶ 34; 11, ¶ 40. 

19Id. at 3, ¶ 8. 

20Id. 

21Id. at 14, ¶ 53. 

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Mayfair entities. Horwich personally signed the June Promissory Note and November Promissory Note and Subscription

Agreement given to Al-Rajhi, as a corporate representative of

Mayfair. Horwich was also designated as the initial manager of

Mayfair Administration, LLC.[22]

And, plaintiffs allege that 

Dutkiewicz was a partner in Pitman Property Management with

Horwich, and upon information and belief [was] involved with

the creation of the agreements at issue and the management of

the Mayfair properties. Further, upon information and belief, he

had the same direct and regular access to the Mayfair bank

accounts as Horwich, and also individually, played a role as the

accountant for the Mayfair Entities generally, and [d]efendant

Evans specifically, and among other acts, drafted and signed tax

returns for and on behalf of the Mayfair entities.[23] 

Horwich and Dutkiewicz aver that they co-own “UK US Tax Services LLC, an

accounting firm located in Pitman, New Jersey and incorporated in the state of Delaware.”24

They aver that “UK US Tax Services LLC specializes in providing advice on US tax issues

for persons living outside the United States.”25 Horwich and Dutkiewicz aver that “[f]rom

2012 through October 2016, Defendant Mayfair Holdings, LLP received tax services,

22Id. at 22, ¶ 85. 

23Id. at 22, ¶ 86. 

24Declaration of Leon Dutkiewicz [etc.] at 2, ¶ 4; Declaration of Stuart Horwich [etc.]

at 2, ¶ 4; both appended to Defendants Mayfair Administration, LLC’s, Stuart Horwich’s,

and Leon Dutkiewicz’s Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 33. 

25Dutkiewicz Declaration at 2, ¶ 5; Horwich Declaration at 2, ¶ 5; both appended to

Defendants Mayfair Administration, LLC’s, Stuart Horwich’s, and Leon Dutkiewicz’s

Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 33. 

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bookkeeping, and accounting services from UK US Tax Services, LLP, either directly or

through an affiliated entity, Pitman Property Management, LLP.”26 They further aver that

they “formed Mayfair Administration, LLC in July 2011 under the name FBAR, LLC” and

that although Mayfair Administration was named the initial manager of Mayfair Holdings,

it resigned as manager on November 30, 2012.27

In their complaint, plaintiffs assert breach of contract, breach of fiduciary duty, unjust

enrichment, theft, and accounting claims against all defendants. Plaintiffs also assert fraud

claims against Evans, Horwich, and Dutkiewicz. Plaintiffs’ fraud claim against Horwich is

based on allegations that he made false representations “concerning the structure of the

Mayfair Scheme and plans for the performance of the investment.”28 Plaintiffs’ fraud claim

against Dutkiewicz is based on allegations that he made false representations about the

“valuations of the portfolio of the Mayfair Scheme.”29

Horwich, Dutkiewicz, and Mayfair Administration (“the moving defendants”) now

move to dismiss plaintiffs’ claims against them for lack of personal jurisdiction.

26Dutkiewicz Declaration at 2, ¶ 7; Horwich Declaration at 2, ¶ 7; both appended to

Defendants Mayfair Administration, LLC’s, Stuart Horwich’s, and Leon Dutkiewicz’s

Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 33.

27Dutkiewicz Declaration at 2-3, ¶¶ 8, 10-11; Horwich Declaration at 2-3, ¶¶ 8, 10-11;

both appended to Defendants Mayfair Administration, LLC’s, Stuart Horwich’s, and Leon

Dutkiewicz’s Motion to Dismiss for Lack of Personal Jurisdiction, Docket No. 33. 

28Complaint at 31, ¶ 147, Docket No. 1. 

29Id. at 32, ¶ 155. 

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Discussion

“Where defendants move to dismiss a complaint for lack of personal jurisdiction,

plaintiffs bear the burden of demonstrating that jurisdiction is appropriate.” Dole Food Co.,

Inc. v. Watts, 303 F.3d 1104, 1108 (9th Cir. 2002). “Where, as here, the motion is based on

written materials rather than an evidentiary hearing, ‘the plaintiff need only make a prima

facie showing of jurisdictional facts.’” Id. (quoting Sher v. Johnson, 911 F.2d 1357, 1361

(9th Cir. 1990)). “In determining whether [a plaintiff has] met this prima facie burden,

uncontroverted allegations in [the] complaint must be taken as true, and ‘conflicts between

the facts contained in the parties’ affidavits must be resolved in [the plaintiff’s] favor. . . .’”

Ochoa v. J.B. Martin and Sons Farms, Inc., 287 F.3d 1182, 1187 (9th Cir. 2002) (quoting

Am. Tel. & Tel. Co. v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir. 1996)).

“Additionally, any evidentiary materials submitted on the motion ‘are construed in the light

most favorable to the plaintiff and all doubts are resolved in [his] favor.’” Id. (quoting

Metro. Life Ins. Co. v. Neaves, 912 F.2d 1062, 1064 n.1 (9th Cir. 1990)).

“Where, as here, there is no applicable federal statute governing personal jurisdiction,

the district court applies the law of the state in which the district court sits.” Dole Food Co.,

303 F.3d at 1110. “Arizona’s long-arm statute provides that an Arizona court may exercise

personal jurisdiction over a nonresident defendant to the maximum extent permitted under

the Due Process Clause of the United States Constitution.” Ariz. School Risk Retention

Trust, Inc. v. NMTC, Inc., 169 F. Supp. 3d 931, 935 (D. Ariz. 2016). “The Constitution

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permits a court to exercise personal jurisdiction over a nonresident defendant if that

defendant has at least ‘minimum contacts’ with the forum such that the exercise of

jurisdiction ‘does not offend traditional notions of fair play and substantial justice.’” Id.

(quoting Int’l Shoe Co. v. Wash., 326 U.S. 310, 316 (1945)).

“[T]here are two forms that personal jurisdiction may take: general and specific.”

Picot v. Weston, 780 F.3d 1206, 1211 (9th Cir. 2015). Plaintiffs do not contend that the

moving defendants are subject to general jurisdiction in Arizona. Plaintiffs only contend that

the moving defendants are subject to specific personal jurisdiction in Arizona. 

The court 

employ[s] a three-part test to assess whether a defendant has

sufficient contacts with the forum state to be subject to specific

personal jurisdiction:

(1) The non-resident defendant must purposefully direct his

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 protections 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, i.e. it must be reasonable.

Id. (quoting Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 802 (9th Cir. 2004)). 

“The plaintiff bears the burden of satisfying the first two prongs of the test.” 

Schwarzenegger, 374 F.3d at 802). “If the plaintiff fails to satisfy either of these prongs,

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personal jurisdiction is not established in the forum state.” Id. “If the plaintiff succeeds in

satisfying both of the first two prongs, the burden then 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, 476–78 (1985)).

“A purposeful availment analysis is most often used in suits sounding in contract.” 

Id. “A purposeful direction analysis, on the other hand, is most often used in suits sounding

in tort.” Id. Although plaintiffs’ complaint appears to assert claims sounding in contract

against the moving defendants,30 in their response to the instant motion, plaintiffs only

contend that the purposeful direction analysis applies here. “Purposeful direction ‘requires

that the defendant . . . have (1) committed an intentional act, (2) expressly aimed at the forum

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

Morrill v. Scott Financial Corp., 873 F.3d 1136, 1142 (9th Cir. 2017) (quoting

Schwarzenegger, 374 F.3d at 803).

30Although plaintiffs have asserted their breach of contract claims against “defendants”, it is highly unlikelythat plaintiffs would have viable breach of contract claims against

the moving defendants since they were not parties to any of the contracts referenced in

plaintiffs’ complaint. Horwich did sign some of the contracts on behalf of Mayfair

Administration, which was acting in its capacity as the manager of Mayfair Holdings. But,

these actions do not make Horwich or Mayfair Administration a party to the contracts in

question. See Clausen v. Watlow Electric Mfg. Co., 242 F. Supp. 2d 877, 883 (D. Or. 2002)

(“[u]nder traditional agency principles . . . an agent of a disclosed principal does not become

a party to the contract and is not bound by the contract even if the agent is the person or

entity that negotiates and signs the contract on behalf of the principal”). 

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Assuming without deciding that the moving defendants committed intentional acts

purposefully aimed at Arizona, there is nothing that suggests that they knew that plaintiffs

would suffer any harm in Arizona. “Harm suffered in the forum state is a necessary element

in establishing purposeful direction.” Id. at 1144. Al-Rajhi is a citizen and resident of Saudi

Arabia31 and Jood is “a corporation organized under the laws of the British Virgin Islands

and wholly owned by . . . Al-Rajhi.”32 Plaintiffs allege that they suffered economic harm

because they have not received the interest allegedly due on the promissory notes. Any

economic harm suffered by Al-Rajhi would have been suffered where Al-Rajhi lives, which

is not in Arizona. As to Jood, “‘in appropriate circumstances a corporation can suffer

economic harm both where the bad acts occurred and where the corporation has its principal

place of business.’” Mavrix Photo, Inc. v. Brand Technologies, Inc., 647 F.3d 1218, 1231

(9th Cir. 2011) (quoting Dole Food Co., 303 F.3d at 1113). But this is not such a case. Any

economic harm that Jood, which is wholly owned by Al-Rajhi, suffered would have been

suffered either where Al-Rajhi resides or where Jood has its principal place of business,

neither of which is in Arizona.

Because plaintiffs have not suffered any harm in Arizona, they cannot establish

purposeful direction. The court thus lacks personal jurisdiction of the moving defendants.

31Complaint for Damages at 4, ¶ 10, Docket No. 1. 

32Id. at 4, ¶ 11. 

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Conclusion

Mayfair Administration, LLC’s, Stuart Horwich’s, and Leon Dutkiewicz’s motion to

dismiss33 is granted. Plaintiffs’ claims against these defendants are dismissed without

prejudice. 

Plaintiffs are not given leave to amend their claims against Mayfair Administration,

Horwich, and Dutkiewicz because amendment would be futile. See Missouri ex rel. Koster

v. Harris, 847 F.3d 646, 656 (9th Cir. 2017) (quoting Miller v. Rykoff–Sexton, Inc., 845 F.2d

209, 214 (9th Cir. 1988) (“[a]n amendment is futile when ‘no set of facts can be proved

under the amendment to the pleadings that would constitute a valid and sufficient claim or

defense’)). Plaintiffs, who do not reside in Arizona, would never be able to allege that they

suffered economic harm in Arizona.

DATED at Anchorage, Alaska, this 16th day of August, 2018. 

/s/ H. Russel Holland 

United States District Judge

33Docket No. 33. 

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