Exhibit S 

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Page 1 - NOTICE OF REMOVAL 

DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

TIM CUNNINGHAM, OSB #100906 

timcunningham@dwt.com 

DAVIS WRIGHT TREMAINE LLP

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

Telephone: (503) 241-2300 

Facsimile: (503) 778-5299 

JAMES C. GRANT, Pro Hac Vice Forthcoming

jimgrant@dwt.com 

ERIC STAHL, Pro Hac Vice Forthcoming 

ericstahl@dwt.com 

DAVIS WRIGHT TREMAINE LLP 

1201 Third Avenue, Suite 2200 

Seattle, WA 98101-3045 

Telephone: (206) 622-3150 

Facsimile: (206) 757-7700 

Attorneys for Defendants Leeward Holdings, LLC, Camarillo Holdings, LLC, 

Dartmoor Holdings, LLC, IC Holdings, LLC, Backpage.com, LLC, Website 

Technologies, LLC, Amstel River Holdings, LLC, Lupine Holdings, LLC, 

Kickapoo River Investments, LLC, CF Holdings GP, LLC, CF Acquisitions, 

LLC, Carl Ferrer, Michael Lacey and James Larkin 

IN THE UNITED STATES DISTRICT COURT 

DISTRICT OF OREGON 

PORTLAND DIVISION 

SCOTT KOCHER, in his capacity as 

Personal Representative of The Estate of 

ASHLEY BENSON, 

PLAINTIFF, 

v. 

HILTON WORLDWIDE HOLDINGS, 

INC.; HILTON DOMESTIC OPERATING 

COMPANY, INC.; HILTON FRANCHISE 

HOLDING, LLC; WMK PORTLAND, 

LCC; GRACE LIAL; MEDALIST 

HOLDINGS, LLC; LEEWARD 

HOLDINGS, LLC; CAMARILLO 

HOLDINGS, LLC; DARTMOOR 

HOLDINGS, LLC; IC HOLDINGS, LLC; 

BACKPAGE.COM, LCC; UGC TECH 

GROUP C.V.; WEBSITE 

TECHNOLOGIES, LLC; ATLANTISCHE 

BEDRIJVEN C.V.; AMSTEL RIVER 

Case No. 

NOTICE OF REMOVAL 

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Page 2 - NOTICE OF REMOVAL 

DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

HOLDINGS, LLC; LUPINE HOLDINGS, 

LLC; KICKAPOO RIVER 

INVESTMENTS, LLC; CF HOLDINGS GP, 

LLC; CF ACQUISITIONS, LLC; CARL 

FERRER; MICHAEL LACEY; JAMES 

LARKIN; AND JOHN DOES 1-5, 

DEFENDANTS.

Pursuant to 28 U.S.C. §§ 1332, 1441 and 1446, defendants Carl Ferrer, Michael Lacey 

and James Larkin (collectively, “Individual Defendants”) remove this action from the Circuit 

Court of the State of Oregon for the County of Multnomah to the United States District Court for 

the District of Oregon in Portland, Oregon. 

1. As set out more fully below, this case is properly removed to this Court, pursuant 

to 28 U.S.C. §§ 1441 and 1446, because Individual Defendants have satisfied the procedural 

requirements for removal. This action is being removed to federal court based on diversity of 

citizenship jurisdiction. 28 U.S.C. § 1332. 

I. INTRODUCTION AND BACKGROUND 

2. On or around December 22, 2017, plaintiff Scott Kocher (“Plaintiff”), as personal 

representative for the Estate of Ashley Benson, filed a complaint in the Circuit Court of the State 

of Oregon for the County of Multnomah, titled Scott Kocher v. Hilton Worldwide Holdings, Inc., 

et al., Case No. 17CV55605 (hereinafter, the “Complaint” ). Named as defendants are: 

(a) Dartmoor Holdings, LLC; IC Holdings, LLC; Backpage.com, LLC; 

Website Technologies, LLC; Amstel River Holdings, LLC; Lupine 

Holdings, LLC; Kickapoo River Investments, LLC; CF Holdings GP, 

LLC; CF Acquisitions, LLC; Leeward Holdings, LLC; and Camarillo 

Holdings, LLC; (collectively, “Backpage.com Defendants”); 

(b) Medalist Holdings, LLC; UGC Tech Group C.V.; and Atlantische 

Bedrijven C.V.; 

(c) Carl Ferrer, Michael Lacey and James Larkin (collectively, “Individual 

Defendants”); 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

(d) Hilton Worldwide Holdings, Inc.; Hilton Domestic Operating Company, 

Inc.; Hilton Franchise Holding, LLC; WMK Portland, LLC (collectively, 

“Hilton Defendants”); and 

(e) Grace Lial (“defendant Lial” or “Lial”). 

3. Removal is proper based on diversity jurisdiction under 28 U.S.C. § 1332, and the 

doctrines of fraudulent joinder and fraudulent misjoinder. 

4. Plaintiff is a citizen of Oregon. The Backpage.com Defendants are citizens of 

Delaware, Arizona, and Texas. UGC Tech Group C.V. and Atlantische Bedrijven C.V. are 

citizens of Texas. Individual Defendants are citizens of Arizona and Texas. Individual 

Defendants are informed and believe that none of the Hilton Defendants is a citizen of Oregon. 

The only defendant who is a citizen of Oregon is defendant Lial. However, the citizenship of 

Lial should be disregarded, and she need not join in seeking removal of this action, because 

Plaintiff has fraudulently joined the claims against her. 

5. Defendant Lial is fraudulently joined because Plaintiff fails to state a cause of 

action against her. Plaintiff has not, and cannot, allege facts sufficient to show that Plaintiff’s 

harms were the result of a reasonably foreseeable risk created by Lial’s alleged negligence. 

Furthermore, Defendant Lial is fraudulently misjoined because the claims against her are 

unrelated, by fact or law, to the claims against Individual Defendants and the Backpage.com 

Defendants. 

6. Medalist Holdings, LLC is a misnamed party and has no relation to this matter. If 

Defendant Medalist Holdings, LLC is determined to be non-diverse, it is also fraudulently joined 

because Plaintiff fails to state a claim against this unrelated entity. Medalist Holdings, LLC is 

also fraudulently misjoined because any claims Plaintiff may have against this unknown entity 

are unrelated, by fact or law, to the claims against the Individual Defendants and the 

Backpage.com Defendants. 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

II. THIS NOTICE IS TIMELY

7. Counsel for Individual Defendants waived service and accepted a copy of the 

Complaint on Individual Defendants’ behalf on February 13, 2018. This notice of Removal is 

timely because Individual Defendants are filing it within 30 days after the Complaint was served 

on them. 28 U.S.C. § 1446(b)(1), (2); Murphy Bros., Inc. v. Michetti Pipe Stringing, Inc., 

526 U.S. 344, 354-56 (1999). 

8. Service, or alleged service, on the Backpage.com Defendants is as follows: 

a. On January 5, 2018, defendants Leeward Holdings, LLC and Camarillo 

Holdings, LLC were served with summons and Complaint through The 

Corporation Trust Company. Defendants Leeward Holdings, LLC, and 

Camarillo Holdings, LLC expressly reserve and do not waive all defenses 

relating to defects in service. 

b. On January 5, 2018, defendants Dartmoor Holdings, LLC; IC Holdings, 

LLC; Backpage.com, LLC; Website Technologies, LLC; Amstel River 

Holdings, LLC; Lupine Holdings, LLC; Kickapoo River Investments, 

LLC; CF Holdings GP, LLC; and CF Acquisitions, LLC were served with 

summons and Complaint through Cogency Global, Inc. Defendants 

Dartmoor Holdings, LLC; IC Holdings, LLC; Backpage.com, LLC; 

Website Technologies, LLC; Amstel River Holdings, LLC; Lupine 

Holdings, LLC; Kickapoo River Investments, LLC; CF Holdings GP, 

LLC; and CF Acquisitions, LLC expressly reserve and do not waive all 

defenses relating to defects in service. 

9. Service, or alleged service, on other certain defendants is as follows: 

a. Plaintiff purported to serve UGC Tech Group C.V. by service on the 

Oregon Secretary of State (received February 14, 2018), service on the 

Delaware Secretary of State (date of receipt unknown), and service on the 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

undersigned, who did not agree to accept service for UGC Tech Group 

C.V. 

b. Plaintiff purported to serve Atlantische Bedrijven C.V. by service on the 

Oregon Secretary of State (received February 14, 2018), service on the 

Texas Secretary of State (date of receipt unknown), and service on the 

undersigned, who did not agree to accept service for Atlantische Bedrijven 

C.V. 

c. UGC Tech Group C.V. and Atlantische Bedrijven C.V. expressly reserve 

and do not waive all defenses relating to defects in service. 

d. Plaintiff purported to serve Medalist Holdings, LLC by service on the 

Oregon Secretary of State (received February 14, 2018), service on the 

Delaware Secretary of State (date of receipt unknown), and service on the 

undersigned, who did not agree to accept service for Medalist Holdings, 

LLC. Plaintiff erroneously named “Medalist Holdings, LLC” as a 

defendant in the state court action. Individual Defendants and 

Backpage.com Defendants have no involvement with, or knowledge of, 

the entity Medalist Holdings, LLC. As Individual Defendants and 

Backpage.com Defendants are unaware of an entity named Medalist 

Holdings, LLC, they do not concede the sufficiency of any service on the 

same and expressly reserve and do not waive any defenses relating to 

defects in service for Medalist Holdings, LLC. 

10. On March 1, 2018, Plaintiff filed the First Amended Complaint for the action 

(“FAC”). A copy of all summonses and both complaints are attached hereto as Exhibit 1, and 

constitute all process, pleadings, and orders served on Individual Defendants, Backpage.com 

defendants, and the undersigned, in this action up to the present date. 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

III. REMOVING INDIVIDUAL DEFENDANTS HAVE SATISFIED THE 

PROCEDURAL REQUIREMENTS FOR REMOVAL

11. Pursuant to 28 U.S.C. § 1441(a), a defendant may remove an action filed in a state 

court to the United States District Court if the district court has original jurisdiction over the 

action. 

12. All defendants who have been properly joined and served consent to the removal 

of this action. 

13. Although ordinarily all defendants in a state court action must join in the petition 

for removal, 28 U.S.C. § 1446(b)(2)(A), the rule of unanimity does not apply to fraudulently 

joined parties. United Computer Sys., Inc. v. AT&T Corp., 298 F.3d 756, 762 (9th Cir. 2002). 

Furthermore, procedurally misjoined parties also need not consent to removal. See Sutton v. 

Davol, Inc., 251 F.R.D. 500, 506 (E.D. Cal. 2008) (citing United Computer Sys., Inc., 298 F.3d 

at 762). Thus, assuming Medalist Holdings, LLC has been properly served, its consent is not 

necessary for this notice. While Defendant Lial’s consent is not necessary for this notice, she 

has, in fact, consented to the notice. 

14. Pursuant to 28 U.S.C. § 1332(a), this Court has original jurisdiction over this 

action because complete diversity of citizenship exists between the parties and the matter in 

controversy exceeds the sum or value of $75,000. 

15. Pursuant to 28 U.S.C. § 1446(a), venue lies with this Court because Plaintiff’s 

action is pending in the Circuit Court of the State of Oregon for the County of Multnomah, 

which is within this District and Division. 

16. Concurrently with the filing of this Notice of Removal, Individual Defendants 

have given written notice of the filing of this Notice of Removal to Plaintiff’s counsel. 

Individual Defendants have also filed a copy of this Notice with the Clerk of the Circuit Court of 

the State of Oregon for the County of Multnomah, pursuant to 28 U.S.C. § 1446(d). 

17. Individual Defendants have good and sufficient defenses to this action and do not 

waive any defenses, jurisdictional or otherwise, by the filing of this Notice. 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

18. This Notice is filed pursuant to Fed. R. Civ. P. 11. 

IV. THE AMOUNT-IN-CONTROVERSY REQUIREMENT IS SATISFIED

19. Plaintiff’s Complaint seeks $3,600,000 in economic damages and attorney fees. 

Pursuant to 28 U.S.C. § 1332(a), this Court has original jurisdiction over this action because the 

matter in controversy exceeds the sum or value of $75,000. 

V. THERE IS COMPLETE DIVERSITY BETWEEN PLAINTIFF AND 

INDIVIDUAL DEFENDANTS, BACKPAGE.COM DEFENDANTS, HILTON 

DEFENDANTS, UGC TECH GROUP C.V., AND ATLANTISCHE BEDRIJVEN C.V. 

20. Pursuant to 28 U.S.C. § 1441(a), defendants may remove any civil action brought 

in a state court of which the district courts of the United States have original jurisdiction. 

21. Federal district courts have original jurisdiction of all civil actions between 

citizens of different states, and between a citizen of a state and a citizen or subject of a foreign 

state, where the amount in controversy exceeds the sum or value of $75,000. 28 U.S.C. 

§ 1332(a)(1)(2). 

22. For purposes of diversity jurisdiction, a corporation is deemed to be a citizen of 

both the state in which it is incorporated and the state where it has its principal place of business. 

28 U.S.C. § 1332(c)(1). A corporation’s principal place of business is determined by the “nerve 

center” test, i.e., “the place where the corporation’s officers direct, control, and coordinate the 

corporations’ activities,” which ordinarily is the “place where the corporation maintains its 

headquarters.” Hertz Corp. v. Friend, 559 U.S. 77, 80 (2010). 

23. The citizenship of a limited partnership is the citizenship of all of its members. 

See Johnson v. Columbia Properties Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006).

24. The citizenship of a limited liability company is the citizenship of all of its 

members. See Johnson v. Columbia Props. Anchorage, LP, 437 F.3d 894, 899 (9th Cir. 2006). 

25. An individual’s citizenship is determined by his or her domicile, i.e. his or her 

permanent home. Kanter v. Warner-Lambert Co. 265 F.3d 853, 857 (9th Cir.2001)

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

26. Individual Defendants are informed and believe, and Plaintiff alleges, that 

Plaintiff is a citizen of the state of Oregon because, at the time the Complaint was filed, Plaintiff 

resided in Oregon and, as of the date of the filing of this Notice, resides in Oregon. 

27. Individual Defendants are informed and believe that, at the time the Complaint 

was filed, and as of the date of the filing of this Notice, defendant Hilton Worldwide Holdings, 

Inc. was and is a Delaware corporation, with its principal place of business in Virginia, and, 

therefore, is a citizen of Delaware and Virginia. Individual Defendants are informed and believe 

that defendant Hilton Worldwide Holdings, Inc. is misnamed in this litigation. 

28. Individual Defendants are informed and believe that, at the time the Complaint 

was filed, and as of the date of the filing of this Notice, defendant Hilton Domestic Operating 

Company, Inc. was and is a Delaware corporation, with its principal place of business in 

Virginia, and, therefore, is a citizen of Delaware and Virginia. 

29. Individual Defendants are informed and believe that, at the time the Complaint 

was filed, and as of the date of the filing of this Notice, defendant Hilton Franchise Holding, 

LLC was and is a wholly-owned subsidiary of Hilton Domestic Operating Company, Inc. and, 

therefore, is a citizen of Delaware and Virginia. 

30. Individual Defendants are informed and believe that no member of defendant 

WMK Portland, LLC is a citizen of Oregon, nor is any member of any of WMK Portland, LLC’s 

members a citizen of Oregon, such that WMK Portland, LLC is not a citizen of Oregon. 

31. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

Medalist Holdings, Inc. 1 was and is a Delaware corporation, with its principal place of business 

1

 As stated, Individual Defendants are unaware of an entity named Medalist Holdings, LLC. Individual 

Defendants allege the citizenship of the entity Medalist Holdings, Inc. (not named a party to this action) 

to explain the citizenship of the LLCs of which Medalist Holdings, Inc. is a member. To the extent the 

Court determines service on Medalist Holdings, LLC constitutes service on Medalist Holdings, Inc., 

Medalist Holdings, Inc. is diverse and consents to removal. 

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Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

in Arizona. It has always been privately held, and no publicly held corporation has ever owned 

an interest in it. 

32. Individual Defendants lack knowledge as to the citizenship of the misnamed 

entity Medalist Holdings, LLC. However, Individual Defendants have no reason to believe this 

entity is an Oregon citizen. Furthermore, Plaintiff cannot allege facts sufficient to state a claim 

against Medalist Holdings, LLC nor can Plaintiff allege that Medalist Holdings, LLC was 

involved or related in any way to his claims as the company has no relationship to the individuals 

or entities named as defendants in this action. To the extent that Medalist Holdings, LLC is a 

non-diverse defendant, it is fraudulently joined and/or fraudulently misjoined and its citizenship 

should be disregarded for diversity purposes. See infra, Section VI for an analysis of fraudulent 

joinder and fraudulent misjoinder. 

33. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

Leeward Holdings, LLC was and is a Delaware limited liability company, wholly owned by 

Medalist Holdings, Inc. Leeward Holdings, LLC has always been privately held, and no publicly 

held corporation has ever owned an interest in it. 

34. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

Camarillo Holdings, LLC was and is a Delaware limited liability company, wholly owned by 

Leeward Holdings, LLC. Camarillo Holdings, LLC has always been privately held, and no 

publicly held corporation has ever owned an interest in it. 

35. Therefore, at the time the Complaint was filed, and as of the date of the filing of 

this Notice, Medalist Holdings, Inc.; Leeward Holdings, LLC; and Camarillo Holdings, LLC 

were and are all citizens of Delaware and Arizona. 

36. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

the ownership structure of the remaining company defendants was and is as follows: 

a. Backpage.com, LLC was and is a Delaware limited liability company, 

wholly owned by IC Holdings, LLC. 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

b. IC Holdings, LLC was and is a Delaware limited liability company, 

wholly owned by Dartmoor Holdings, LLC. 

c. Website Technologies, LLC was and is a Delaware limited liability 

company, wholly owned by Dartmoor Holdings, LLC. 

d. Dartmoor Holdings, LLC was and is a Delaware limited liability company, 

wholly owned by Atlantische Bedrijven C.V.2

e. UGC Tech Group C.V. was and is a Dutch limited partnership, wholly 

owned by its general partner CF Holdings GP, LLC and its limited partner 

CF Acquisitions, LLC. 

f. CF Holdings GP, LLC and CF Acquisitions, LLC each were and are 

Delaware limited liability companies, each wholly owned by their sole 

member Atlantische Bedrijven C.V. 

g. Atlantische Bedrijven C.V. was and is a Dutch limited partnership, wholly 

owned by Kickapoo River Investments, LLC and Lupine Holdings, LLC. 

h. Kickapoo River Investments, LLC and Lupine Holdings, LLC are each 

Delaware limited liability companies, each wholly owned by Amstel River 

Holdings, LLC. 

i. Amstel River Holdings, LLC is a Delaware limited liability company, 

wholly owned by the Vicky Ferrer Family Trust. 

j. Backpage.com, LLC; IC Holdings, LLC; Dartmoor Holdings, LLC; 

Lupine Holdings, LLC; Website Technologies, LLC; CF Holdings GP, 

LLC; CF Acquisitions, LLC; UGC Tech Group C.V.; and Amstel River 

2 As stated, Defendants Atlantische Bedrijven C.V. and UGC Tech Group C.V. have not been properly 

served. Individual Defendants allege the citizenship of these entities to explain the citizenship of the 

LLCs of which they are members. Defendants Atlantische Bedrijven C.V. and UGC Tech Group C.V. 

are diverse and, to the extent the Court determines service has been completed on these defendants, they 

consent to removal.

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1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

Holdings, LLC have always been privately held, and no publicly held 

corporation has ever owned an interest in any of them. 

37. Thus, tracing up the ownership chain, at all relevant times, the citizenship of 

Backpage.com, LLC; IC Holdings, LLC; Website Technologies, LLC; Dartmoor Holdings, LLC; 

Atlantische Bedrijven C.V.; Kickapoo River Investments, LLC; Lupine Holdings, LLC,; UGC 

Tech Group C.V.; CF Holdings GP, LLC; CF Acquisitions, LLC; and Amstel River Holdings, 

LLC, for diversity purposes, are based on the citizenship of their ultimate owner, the Vicky 

Ferrer Family Trust. 

38. The Trustee of the Vicky Ferrer Family Trust is Carl Ferrer. The current 

beneficiaries of the Trust are Carl Ferrer and his wife, April E. Ferrer. 

39. Any potential future beneficiaries of the trust who currently are identifiable are 

citizens of either Texas or Oklahoma. No current beneficiary of the trust, or potential future 

beneficiary of the trust who is currently identifiable, is or has been citizen of Oregon. 

40. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

Carl Ferrer and April Ferrer were and are residents and citizens of Texas. 

41. Carl and April Ferrer have owed a residence near Dallas in Texas since August 

2005 and their primary residence has been near Dallas in Texas since August 2005. 

42. Carl and April Ferrer consider Texas to be their permanent place of residence and, 

when they depart Texas, they do so with the intent to return to Texas. 

43. Carl Ferrer has been employed in or near Dallas since August 2005. 

44. Carl and April Ferrer file their income taxes in Texas as residents of Texas and 

have done so since 2005. They also pay real and personal property taxes in Texas. 

45. Carl Ferrer is registered to vote in Texas and has been registered to vote in Texas 

since 2008. April Ferrer is registered to vote in Texas and has been registered to vote in Texas 

since approximately 2005. 

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Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

46. Carl and April Ferrer have Texas driver’s licenses and have had Texas driver’s 

licenses since 2006. 

47. Carl and April Ferrer have automobiles in Texas, which are registered in Texas. 

They have owned automobiles that have been registered in Texas since 2006. 

48. Carl Ferrer has had the same physician for over 16 years; the physician’s office is 

in Dallas, Texas. 

49. Therefore, at the time of the Complaint was filed, and as of the date of the filing 

of this Notice, the Vicky Ferrer Family Trust was and is a citizen of Texas, given that its trustee 

and all its current beneficiaries are citizens of Texas. Accordingly, the LLCs and limited 

partnerships owned, directly and indirectly, by the Trust were all citizens of Texas for diversity 

purposes, including Backpage.com, LLC; IC Holdings, LLC; Website Technologies, LLC; 

Dartmoor Holdings, LLC; Atlantische Bedrijven C.V.; Kickapoo River Investments, LLC; 

Lupine Holdings, LLC; UGC Tech Group C.V.; CF Holdings GP, LLC; CF Acquisitions, LLC; 

and Amstel River Holdings, LLC. 

50. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

James Larkin was and is a resident and citizen of Arizona. 

51. James Larkin owns a residence near Phoenix in Arizona and has owned a 

residence in or near Phoenix since 1982. He has lived near Phoenix since 1952. His current 

residence near Phoenix is his primary residence and has been so since 2007. 

52. James Larkin considers his residence in Arizona to be his permanent home and, 

when he departs Arizona, he does so with the intent to return to his residence in Arizona. 

53. James Larkin has been employed in or near Phoenix, Arizona since 1970. 

54. James Larkin files his state income taxes in Arizona as a resident of Arizona and 

has done so since 1968. He also pays and has always paid real and personal property taxes in 

Arizona. 

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1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

55. James Larkin is registered to vote in Arizona and has been registered to vote in 

Arizona since about 2000. 

56. James Larkin has an Arizona driver’s license and has had an Arizona driver’s 

license since 1966. 

57. James Larkin has automobiles in Arizona, which are registered in Arizona. He 

has owned or leased automobiles that have been registered in Arizona since 1968. 

58. At the time the Complaint was filed, and as of the date of the filing of this Notice, 

Michael Lacey was and is a resident and citizen of Arizona. 

59. Michael Lacey owns a residence near Phoenix in Arizona and has owned a 

residence in or near Phoenix since the mid-1990s. He has lived in Phoenix since 1966. His 

current residence near Phoenix is his primary residence and has been so since the late 1990s. 

60. Michael Lacey considers his residence in Arizona to be his permanent home and, 

when he departs Arizona, he does so with the intent to return to his residence in Arizona. 

61. Michael Lacey has been employed in or near Phoenix, Arizona since 1970. 

62. Michael Lacey files his state income taxes in Arizona as a resident of Arizona and 

has done so since 1970. He also pays, and for many years has paid, real and personal property 

taxes in Arizona. 

63. Michael Lacey is registered to vote in Arizona and has been registered to vote in 

Arizona since the mid-1990s. 

64. Michael Lacey has an Arizona driver’s license and has had an Arizona driver’s 

license since the 1990s. 

65. Michael Lacey has automobiles in Arizona, which are registered in Arizona. He 

has owned or leased automobiles that have been registered in Arizona since 1990. 

66. None of Individual Defendants; Backpage.com Defendants; Hilton Defendants; 

UGC Tech Group C.V.; or Atlantische Bedrijven C.V., either individually or through corporate 

ownership or membership, are or ever have been citizens of Oregon. 

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Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

67. Accordingly, at the time the Complaint was filed, and as of the date of the filing 

of this Notice, complete diversity of citizenship existed and exists between Plaintiff (who is an 

Oregon citizen) and; all of Individual Defendants (who are citizens of Arizona and Texas); 

Backpage.com Defendants (which are citizens of Arizona, Delaware, and Texas); Hilton 

Defendants (which are citizens of Delaware and Virginia); UGC Tech Group C.V. (which is a 

citizen of Texas); and Atlantische Bedrijven C.V. (which is a citizen of Texas).3

68. Individual Defendants are informed and believe, and Plaintiff alleges, that 

defendant Grace Lial is an individual and a citizen of Oregon. 

69. Defendant Lial is the only non-diverse defendant. 

VI. THE COURT SHOULD NOT CONSIDER THE CITIZENSHIP OF DEFENDANT 

LIAL BECAUSE SHE IS FRAUDULENTLY JOINED AND FRAUDULENTLY 

MISJOINED 

70. When a plaintiff fraudulently joins a defendant, a federal district court to which 

the case is removed should disregard the citizenship of non-diverse parties that are not properly 

joined, dismiss the fraudulently joined defendant(s), and recognize federal diversity jurisdiction 

for the claims against the remaining defendants. Morris v. Princess Cruise, Inc., 236 F.3d 1061, 

1067 (9th Cir. 2001). Defendant Lial is both fraudulently joined and fraudulently misjoined, and 

her citizenship should be disregarded for diversity purposes. 

A. Courts Ignore the Citizenship of Fraudulently Joined Defendants. 

71. Under the fraudulent joinder doctrine, “joinder of a non-diverse defendant is 

deemed fraudulent, and the defendant’s presence in the lawsuit is ignored for purposes of 

determining diversity, if the plaintiff fails to state a cause of action against a resident defendant, 

and the failure is obvious according to the settled rules of the state.” Id. (internal quotations 

omitted) (quoting McCabe v. Gen. Foods Corp., 811 F.2d 1336, 1339 (9th Cir. 1987)). 

3

 As discussed, the citizenship of Medalist Holdings, LLC and Lial should be disregarded for diversity 

purposes. 

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72. A defendant seeking to remove to federal court “is entitled to present the facts 

showing the joinder to be fraudulent.” McCabe, 811 F.2d at 1339 (internal citation omitted). 

73. Courts find that defendants are fraudulently joined when plaintiff fails to state a 

cause of action against the non-diverse defendant. See, e.g. id. (holding that two non-diverse 

individual defendants were fraudulently joined when the complaint failed to allege facts that they 

acted outside the scope of their managerial capacity); Hamilton Materials, Inc. v. Dow Chem. 

Corp., 494 F.3d 1203, 1206 (9th Cir. 2007) (holding that non-diverse defendants were 

fraudulently joined when the plaintiff alleged claims that were clearly time-barred); and 

DaCosta v. Novartis AG, 2002 WL 31957424 (D. Or. Mar. 1, 2002) (holding that non-diverse 

defendant was fraudulently joined in a negligence action when plaintiff failed to allege facts to 

demonstrate pharmaceutical salesman defendant owed a duty to patient plaintiff to warn patient’s 

doctor about certain side risks of a drug). 

B. Defendant Lial is Fraudulently Joined. 

74. The Complaint alleges that Defendant Lial “was at all material times the Director 

of Services acting in the course and scope of her employment by DoubleTree.” FAC at ¶ 15. 

75. Plaintiff does not allege that Lial was involved in any way with the facts of 

Ms. Benson’s murder. Plaintiff does not allege that Lial saw Ms. Benson or Mr. Yoon the 

evening they were at the hotel. Plaintiff does not allege that Lial was even working the night 

Ms. Benson was killed. 

76. Plaintiff’s only allegations against Lial are insufficient to support any claim 

against her. Plaintiff alleges that Lial was employed by the DoubleTree Hotel. FAC at ¶ 15. The 

only factual allegations against Lial relate to another, wholly unrelated instance where, eleven 

months prior to the events in question, she merely confirmed to the police that someone had 

stayed in the hotel (not that they were a victim of sex trafficking). FAC at ¶ 58(b). Plaintiff 

alleges that Lial “had personal knowledge that sex trafficking and prostitution was taking place 

at the DoubleTree Hotel,” and that she “refused to implement policies... which would have 

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prevented the harm that Benson experienced at the DoubleTree Hotel,” id. at 58(c), but such 

statements are insufficient to support the claims against Lial. Plaintiff does not allege that Lial 

had any authority to adopt and implement policies for her employer, that Lial owed a duty to 

Ms. Benson (who was not a guest of the hotel), that Lial breached a duty she owed to 

Ms. Benson, or that any policies that Lial might have adopted would have prevented Ms. 

Benson’s murder. 

77. Defendant Lial is fraudulently joined because Plaintiff fails to state a cause of 

action against her. Plaintiff has not, and cannot, allege facts sufficient to show that Plaintiff’s 

harms were the result of a reasonably foreseeable risk created by Lial’s alleged negligence. Lial 

is merely an employee of the DoubleTree Hotel. See Fazzolari v. Portland Sch. Dist. 1J, 303 Or. 

1 (1987). She had no involvement whatsoever in the facts of Ms. Benson’s murder. Plaintiff 

does not even allege that Lial was present in the hotel at the time of Ms. Benson’s murder. 

78. Defendant Lial is far removed from any corporate policies of Hilton Worldwide 

Holdings, Inc., and those policies did not create a legal duty on behalf of Lial. The existence of a 

“Hilton Global Code of Conduct” or other international conduct code allegedly signed onto by 

Hilton Worldwide Holdings, Inc. is insufficient to demonstrate that the risk of Ms. Benson’s 

murder was reasonably foreseeable to Lial merely by her status as an employee of a franchisee of 

a subsidiary of Hilton Worldwide Holdings, Inc. See, e.g., In re: Tylenol (Acetaminophen) 

Mktg., Sales Practices, and Products Liab. Litig., 2016 WL 807377, at *8 n. 22 (E.D. Pa. Mar. 2, 

2016) (holding that the “defendants’ own [internal policy] should not be held out as the legal 

standard by which it should conduct its affairs”). 

C. Courts Ignore the Citizenship of Fraudulently Misjoined Defendants. 

79. Under Fed. R. Civ. P. 20, joinder of defendants in a single action requires a claim 

for relief against all defendants “jointly, severally, or in the alternative with respect to or arising 

out of the same transaction, occurrence, or series of transactions or occurrences” and a common 

question of law or fact. Fed. R. Civ. P. 20(a)(2). At any time, and by motion or on its own, a 

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(503) 241-2300 main  (503) 778-5299 fax 

federal court may add or drop any party that has been improperly or procedurally misjoined. 

Fed. R. Civ. P. 21. 

80. Courts applying procedural misjoinder recognize that the same principles that 

prevent a plaintiff from defeating diversity jurisdiction by adding a sham defendant preclude the 

plaintiff from achieving the same result by misjoining claims. See, e.g., Tapscott v. MS Dealer 

Service Corp., 77 F. 3d 1353, 1360 (11th Cir. 1996) (“[a] defendant's ‘right of removal cannot be 

defeated by a fraudulent joinder of a resident defendant having no real connection with the 

controversy’”); Sutton v. Davol, Inc., 251 F.R.D. 500, 503 (E.D. Cal. 2008) (“Misjoinder may be 

just as fraudulent as the joinder of a resident defendant against whom a plaintiff has no 

possibility of a cause of action” (quoting Tapscott, 77 F.3d at 1360)); Greene v. Wyeth, 

344 F.Supp.2d 674 (D. Nev. 2004) (agreeing with the Fifth and Eleventh Circuits and permitting 

removal where a non-diverse party was joined on unrelated facts). Courts in this District have 

also recognized the theory. See, e.g., Selman v. Pfizer, Inc., 2011 WL 6655354, at *12 (D. Or. 

Dec. 16, 2011) (recognizing that although the Ninth Circuit has not yet adopted the theory of 

fraudulent misjoinder, some of its district courts have); Leif’s Auto Collision Centers v. 

Progressive Halcyon Ins. Co., 2006 WL 2054552, at *1 (D. Or. July 21, 2006) (recognizing the 

doctrine of fraudulent misjoinder, although not applying it in based on the facts of that particular 

case). 

81. As explained in more detail below, Plaintiff has procedurally misjoined defendant 

Lial in this action in violation of Fed. R. Civ. P. 20 and 21 and applicable case law. 

82. Courts find defendants procedurally misjoined when the claims against them are 

factually distinct and plaintiff cannot satisfy Fed. R. Civ. P. 20 (governing permissive joinder of 

parties). Goodwin v. Kojian, 2013 WL 1528966, at *3 (C.D. Cal. Apr. 12, 2013) (“Fraudulent, or 

procedural, misjoinder looks at the factual commonality among the plaintiff’s claims against 

different defendants and determines if they are sufficient to satisfy the standards provided in 

Federal Rule of Civil Procedure 20.”); see also Greene, 344 F.Supp.2d at 683–84 (when a nonCase 3:18-cv-00449-SB Document 1 Filed 03/14/18 Page 17 of 22 Case 2:18-cr-00422-DJH Document 118-17 Filed 04/25/18 Page 18 of 23
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diverse party cannot be properly joined under Fed. R. Civ. P. 20, that party is fraudulently 

misjoined and will not be considered by the court for diversity purposes). Procedural misjoinder 

is found when, among other things, the claims against one defendant involve markedly different 

facts and evidence from the claims against another defendant—such as where the claims involve 

different circumstances, actions, or omissions; or different legal theories. See, e.g., Greene, 

344 F.Supp.2d at 683–84 (claims against pharmaceutical manufacturer procedurally misjoined 

with claims against physicians and sales representatives, because “[i]ndividual circumstances, 

actions, and omissions were involved in each Plaintiff's choice to ingest the medication, as well 

as each Defendant's role in, and responsibility for, that decision”); and Sutton, 251 F.R.D. at 504 

(“claims based on strict products liability against the removing Defendants are separate from 

Plaintiffs’ claims of medical malpractice against the California Defendants”). 

D. The Claims Against Defendant Lial and the Individual and Backpage.com 

Defendants Arise Out of Different Transactions or Occurrences, Do Not 

Involve Shared Liability, and Concern Different Questions of Fact and Law. 

1. The Claims Arise Out Of Different Transactions or Occurrences. 

83. On December 25 or 26, 2014, Tae Bum Yoon murdered Ms. Benson at the 

DoubleTree Hilton located at 1000 NE Multnomah St. in Portland, Oregon. FAC at ¶ 4. He has 

since been criminally convicted of her murder and is serving 18 years in prison. FAC at ¶ 75. 

84. Plaintiff’s claims against Lial are based on Yoon’s murder of Benson. FAC at 

¶¶ 56–58(a-c). 

85. Plaintiff’s claims against Individual Defendants and Backpage.com Defendants 

are based on allegations that the Backpage.com website was at least one Internet site through 

which Yoon could have contacted Benson, and Individual Defendants and Backpage.com 

Defendants somehow failed to prevent Yoon from doing so. See, e.g., FAC at ¶¶ 55, 65. The 

FAC does not allege that Yoon posted any advertisements on Backpage.com; the sole allegation 

in connection to Individual Defendants and Backpage.com Defendants is that Yoon allegedly 

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viewed and responded to an advertisement about Ms. Benson that a third party posted on the 

website, some unidentified number of months before attacking her in December 2014. 4

86. Only two of the alleged claims against Lial (Violation of ORS 30.867 (Sex 

Trafficking) and Negligent Infliction of Emotional Distress) are also alleged against the 

Individual and Backpage.com Defendants, but those claims are based on separate duties and 

facts, with no allegations that the defendants’ violations were in any way related to each other. 

See FAC at ¶¶ 98–109. 

87. Thus, the claims against Defendant Lial and those against Individual Defendants 

and the Backpage.com Defendants arise out of different transaction or occurrences, do not 

involve shared liability, and concern different questions of fact and law. Defendant Lial is 

fraudulently misjoined and her citizenship should not be considered for diversity purposes. 

2. The Complaint Does Not Allege Facts Supporting Joint and Several 

Liability. 

88. Claims are fraudulently misjoined where “[a]ny liability that may be found 

against [one defendant] would not be a basis for liability as to the other, and separate liability as 

to each could be found.” Stone v. Zimmer, Inc., 2009 WL 1809990, at *4 (S.D. Fla. June 25, 

2009) (manufacturer’s sale of a defective product, and a doctor’s malpractice in treating the 

resulting injury, did not combine “to cause a single injury” and therefore were improperly joined, 

as the defendants were “properly viewed as successive, rather than joint tortfeasors”). 

89. The FAC alleges separate events or, at most, successive torts by Lial and the 

Individual and Backpage.com Defendants: Plaintiff’s claims against Lial are based on her 

purported failure to adopt policies designed to prevent sex trafficking at the DoubleTree Hotel, 

while the claims against the Backpage.com Defendants are based on the allegation that they 

allowed ads posted by third-parties about Ms. Benson to run on the website. See, e.g., FAC at 

4

 For the same reasons that Plaintiff’s claims are unrelated to those against Individual Defendants and 

Backpage.com Defendants, Plaintiff’s claims are unrelated to those against UGC Tech Group C.V. and 

Atlantische Bedrijven C.V. 

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¶¶ 33–79. Notably, the FAC does not allege that Yoon ever posted any ad on Backpage.com or 

had any other connection to the website except that he reviewed and responded to an ad posted 

by another third party, as millions of users of Backpage.com and other websites do every day. 

3. The Claims Involve Different Evidence and Legal Issues. 

90. Even assuming Plaintiff could assert claims against the Backpage.com Defendants 

and Individual Defendants in these circumstances, they would involve entirely different evidence 

and questions of law as contrasted to claims against Lial (or against the other defendants 

generally). 

91. Plaintiff’s claims against Lial concerning Benson’s murder (to the extent they are 

even cognizable) center on Lial’s role as an employee at the hotel where the murder took place. 

As pleaded in the FAC, Plaintiff’s claims against Individual and Backpage.com Defendants are 

based on allegations that a third party posted ads about Benson on the website and, apparently, 

accusations and attacks against the website as a whole (which are precluded under federal law, 

47 U.S.C. § 230). The claims, and any evidence relating to them, are completely separate and 

unrelated. See, e.g., Hughes v. Sears, Roebuck and Co., 2009 WL 2877424, at *6 (N.D.W.V. 

Sept. 3, 2009) (finding misjoinder of claims against manufacturer and retailer of treadmill with 

claims against doctor for misdiagnosis after plaintiff suffered injuries using the treadmill, noting 

“the evidence supporting these claims will be markedly different”). 

92. Moreover, a central issue concerning the Individual and Backpage.com 

Defendants is Backpage.com’s immunity from suit pursuant to the Communications Decency 

Act (“CDA”). Section 230 of the CDA states that “[n]o provider . . . of an interactive computer 

service shall be treated as the publisher or speaker of any information provided by another 

information content provider.” 47 U.S.C. § 230(c)(1). It expressly preempts state laws: “[n]o 

cause of action may be brought and no liability may be imposed under any State or local law that 

is inconsistent with this section.” Id. § 230(e)(3). Because the Backpage.com Defendants are 

being sued based entirely on third-party speech posted online, the claims against them raise 

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issues of law entirely distinct from the claims concerning any policies or practices of the 

Doubletree Hotel. See Lyons v. Am. Tobacco Co., 1997 WL 809677 at *4, *6 (S.D. Ala. Sep. 30, 

1997) (denying motion to remand and holding that parties were fraudulently misjoined in part 

because claims of misjoined parties would involve different “affirmative defenses”). 

93. Furthermore, Plaintiff’s tack demonstrates that the fraudulent misjoinder doctrine 

is critical for claims relating to the Internet. No case has ever held that a website could be liable 

for the actions of an individual who simply posted or viewed content on the site. Proper 

application of the fraudulent misjoinder doctrine in this context and as regards the Internet is thus 

especially important. The reason Plaintiff seeks to avoid federal court is obvious, as in over 300 

cases federal courts have held that Section 230 broadly immunizes websites from all claims that 

arise from third-party content. If Plaintiff can deprive Backpage.com of its right to a federal 

forum based on conclusory allegations that cannot support claims against the website at all, then 

online providers across the Internet are at risk. For example, consider claims against Yelp! (for 

critical reviews posted by third parties), Google (for not blocking allegedly harmful websites), 

eBay (for allegedly harmful products or services sold by third parties)—a plaintiff could avoid 

federal court (and thereby seek to avoid the broad and exacting enforcement of Section 230 that 

federal courts have provided) by merely alleging that a resident of a state might have had some 

type of interaction with someone about whom a user posted challenged content, regardless of the 

fact that the online providers had nothing whatsoever to do with the later interactions or the 

content except that they provided an online forum. 

94. In short, the Plaintiff’s claims about the operation of the Backpage.com website – 

a website on which millions of third parties viewed millions of online advertisements – simply 

have no connection with, and will involve markedly different evidence and legal issues than, 

Plaintiff’s claim that misjoined defendant Lial should have adopted policies relating to the 

operation of DoubleTree Hotel. 

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DAVIS WRIGHT TREMAINE LLP 

1300 S.W. Fifth Avenue, Suite 2400 

Portland, Oregon 97201-5610 

(503) 241-2300 main  (503) 778-5299 fax 

WHEREFORE, Individual Defendants remove this action from the Circuit Court of the 

State of Oregon for the County of Multnomah to the Portland Division of the United States 

District Court for the District of Oregon. 

DATED this 14th day of March, 2018. 

DAVIS WRIGHT TREMAINE LLP

By s/ Tim Cunningham 

Tim Cunningham, OSB #100906 

timcunningham@dwt.com 

Telephone: (503) 241-2300 

Facsimile: (503) 778-5299 

Attorneys for Defendants Leeward Holdings, LLC, 

Camarillo Holdings, LLC, Dartmoor Holdings, LLC, 

IC Holdings, LLC, Backpage.com, LLC, Website 

Technologies, LLC, Amstel River Holdings, LLC, 

Lupine Holdings, LLC, Kickapoo River Investments, 

LLC, CF Holdings GP, LLC, CF Acquisitions, LLC, 

Carl Ferrer, Michael Lacey and James Larkin 

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