1

IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

COLONY CAPITAL, LLC, derivatively on 

behalf of PsyBio Therapeutics, Inc.,

Plaintiff,

v.

EVAN LEVINE, ROSS CARMEL,

ROBERT NATHAN, and 

CARMEL, MILAZZO & DICHIARA LLP,

Defendants.

)

)

)

)

)

)

)

)

)

)

)

)

No. 20 C 3885

Judge Virginia M. Kendall

MEMORANDUM OPINION & ORDER

Before the Court are Defendants’ Motions to Dismiss for Lack of Personal Jurisdiction. 

(Dkts. 21, 23.)1 As Defendants are citizens of states other than Illinois, Colony Capital asserts that 

Defendants are subject to personal jurisdiction only on a theory of specific jurisdiction. For the 

reasons set forth below, this Court lacks personal jurisdiction over Defendants, so the Motions to 

Dismiss are granted.

BACKGROUND

This case is related to another case pending before this Court, PsyBio Therapeutics v. 

Corbin, 20-cv-3340. In that case, PsyBio sued Richard Corbin, a domiciliary of Illinois, following 

his purported removal from PsyBio’s Board of Directors and termination of his position as an 

officer of PsyBio for, inter alia, breaching his fiduciary duties to PsyBio. In this action, Colony 

 1 Mr. Milazzo, whose Motion to Withdraw has since been granted, filed a motion to dismiss on behalf of Ross Carmel 

and Carmel, Milazzo & Dichiara LLP’s (“CMD”). Normally in such a situation, the Court would dismiss the motion 

and allow the new attorney of record to refile. Here, however, John Stimson, who is now representing all four 

defendants filed a nearly identical motion on behalf of Mr. Nathan and Mr. Levine. The Court therefore can infer that 

Mr. Stimson would adopt the other motion as his own.

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 1 of 7 PageID #:437
2

Capital, LLC, the sole owner of which is Richard Corbin, purports to bring a derivative action 

against the other shareholders of the corporation on account of actions they took vis-à-vis Corbin’s 

relationship to PsyBio. As the Court explains in a companion Order, this case is more accurately 

described as a direct action, not a derivative action because the injuries alleged are really injuries 

to Mr. Corbin, not injuries to PsyBio as an entity.

LEGAL STANDARD

At early stages in litigation and without the benefit of an evidentiary hearing, a plaintiff 

defending against a 12(b)(2) motion to dismiss “bears only the burden of making a prima facie 

case for personal jurisdiction.” uBID, Inc. v. GoDaddy Grp., Inc., 623 F.3d 421, 423 

(7th Cir. 2010). A complaint need not contain facts alleging personal jurisdiction. Once a 12(b)(2) 

motion has been filed, however, the Court may review the “relevant facts presented in the record” 

to determine whether the plaintiff has met her burden. Purdue Research Found. v. SanofiSynthelabo, S.A., 338 F.3d 773, 782 (7th Cir. 2003).

BACKGROUND

The following factual allegations come from Colony Capital’s combined response to the 

instant Motions and affidavits attached thereto. (Dkt. 33.) The allegations are undisputed for 

purposes of these Motions and they form the basis of Colony Capital’s contention that this Court

has personal jurisdiction over Defendants.

Ross Carmel is a citizen of New York and a founding member of the Board of PsyBio. 

Prior to PsyBio’s incorporation, Ross Carmel sought CMD’s assistance with the incorporation 

process and emailed Ross Corbin CMD’s retainer agreement. Corbin received that email at his 

Libertyville, Illinois office.

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 2 of 7 PageID #:438
3

PsyBio’s genesis traces back to a February 2019 phone call when Evan Levine called 

Corbin at his Libertyville office to see if he was interested in locating assets that would enable 

them to start a company to find treatments for certain mental and emotional illnesses.

Corbin was the sole incorporator of PsyBio. From his office in Libertyville, he filed 

PsyBio’s certificate of incorporation on January 21, 2020, and adopted a resolution appointing 

Levine, Carmel, and Corbin as directors. On February 7, the three directors had a conference call 

while Corbin was in Illinois, Levine was in California, and Carmel was in New York, during which 

they elected the company’s officers, ratified bylaws, and authorized the issuance of shares.

Sometime thereafter, Carmel contacted Corbin via email, which Corbin received in Illinois , 

requesting that Corbin set up a bank account for PsyBio in Chicago. In March, Levine emailed 

Corbin at his office in Illinois attempting to raise additional capital to fund PsyBio. The email 

included a spreadsheet of potential investors, including domiciliaries of Illinois.

In April, 2020, while Corbin was at his Illinois office, Levine emailed Corbin outlining the 

terms of an agreement by which a private equity firm would become a PsyBio investor. Levine 

and Corbin then had a telephone call about the matter while Corbin was in Illinois. Corbin noted 

his objection to the deal.

On or about May 1, 2020, Levine emailed Corbin directing Corbin to be available on May 

4 for a Board meeting to vote on the dissolution of PsyBio. He received this email at his 

Libertyville office. On May 4, the Board met telephonically. Corbin called in from his Libertyville 

office. During the meeting, Corbin dissented from the proposed dissolution, while the others voted 

in favor. Around this same time, Levine and Carmel formed another company called PsyBio Life 

Sciences.

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 3 of 7 PageID #:439
4

In the following days, Corbin, Levine, and Carmel exchanged emails regarding the May 4 

meeting minutes. Carmel’s emails, which Corbin received in Illinois, accused Corbin of changing 

email passwords and explained that his conduct constituted tortious interference and could subject 

him to a variety of derivative claims.

On May 6, the other shareholders of PsyBio executed written consents purporting to 

remove Corbin as a member of the Board. Carmel and Levine then emailed him at his Libertyville 

office to inform him of his removal.

Between January 1, 2019 and May 1, 2020, Corbin and Levine spoke on the phone about 

PsyBio approximately 700 times while Corbin was at his Libertyville office. Levine initiated those 

calls approximately half of the time. During that same period, Corbin and Levine exchanged 355 

emails.

During that same period, Nathan communicated with Corbin via email approximately 60 

times and via phone approximately 35 times while Corbin was in Libertyville. Likewise, Carmel 

and Corbin exchanged 32 emails and spoke on the phone on multiple occasions over that period, 

all while Corbin was in Libertyville.

In PsyBio Therapeutics v. Corbin, 20 C 3340, PsyBio, the shareholders of which are all 

defendants in this action, sued Corbin in this Court. To date, CMD has submitted multiple filings 

in that case and Levine submitted an affidavit.

DISCUSSION

Pursuant to the Illinois long-arm statute, federal courts in Illinois have personal jurisdiction 

over parties to the extent permitted by the Due Process clause of the Fourteenth Amendment. uBID, 

Inc., 623 F.3d at 425. The Constitutional requirement is that a party must have “‘certain minimum 

contacts with [the forum] such that the maintenance of the suit does not offend traditional notions 

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 4 of 7 PageID #:440
5

of fair play and substantial justice.’” Id. (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 

(1945)). Personal jurisdiction exists wherever the defendant has deliberately established contacts 

with the forum state, “or in other words, he must purposefully avail himself of the forum state 

‘such that he should reasonably anticipate being haled into court there.’” Philos Techs, Inc. v. 

Philos & D, Inc., 802 F.3d 905, 923 (7th Cir. 2015) (quoting King Corp. v. Rudzewicz, 471 U.S. 

462, 474–75 (1985)). “It is the defendant—not the plaintiff . . . that must create the contacts in the 

forum state . . . .” Id. (citing Walden v. Fiore, 571 U.S. 277, 284 (2014)). Personal jurisdiction 

does not exist where the defendant’s contacts with the forum state are merely “‘random, fortuitous, 

or attenuated.’” Walden, 571 U.S. at 286 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 

475 (1985)).

Depending on the extent of a party’s contacts with the forum state, a federal court may 

have general or specific personal jurisdiction over the party. Plaintiff here only pursues a specific 

jurisdiction theory. Specific jurisdiction exists where a defendant’s suit-related conduct creates a 

substantial connection with the forum state. Walden, 571 U.S. at 284. Such conduct is sufficient 

to establish specific jurisdiction only where the “defendant himself” creates contact with the forum 

state; the relevant factor is the “defendant’s contacts with the forum state itself, not the defendant’s 

contacts with persons who reside there.” Id. at 284–85. “Specific personal jurisdiction is 

appropriate where (1) the defendant has purposefully directed his activities at the forum state or 

purposefully availed himself of the privilege of conducting business in that state, and (2) the 

alleged injury arises out of the defendant’s forum-related activities.” N. Grain Marketing, LLC v. 

Greving, 743 F.3d 487, 492 (7th Cir. 2014) (internal quotations omitted). In other words, “the 

defendant’s contacts with the forum state must directly relate to the challenged conduct or 

transaction.” Id. (internal quotations omitted).

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 5 of 7 PageID #:441
6

Colony Capital essentially has two factual bases on which it relies in support of its 

contention that this Court has personal jurisdiction over Defendants: (1) Defendants emailed and 

called Corbin while he was in Illinois about business concerns that precipitated this litigation, and 

(2) Defendants led PsyBio to file the related lawsuit, thereby purposefully availing themselves of 

the laws of Illinois.

Walden directly controls Colony Capital’s first proposed basis for personal jurisdiction. 

The only relevant contacts by defendants here were with a person in Illinois, not with the forum 

state itself. That Defendants called and emailed a person located in Illinois creates contacts with a 

person, not with the forum. See Walden, 571 U.S. at 285 (“[O]ur ‘minimum contacts’ analysis 

looks to the defendant’s contacts with the forum State itself, not the defendant’s contacts with 

persons who reside there. . . . Accordingly, we have upheld the assertion of jurisdiction over 

defendants who have purposefully reached out beyond their State and into another by, for example, 

entering a contractual relationship that envisioned continuing and wide-reaching contacts in the 

forum State, or by circulating magazines to deliberately exploit a market in the forum State.”) 

(internal citations and quotations omitted). Here, Defendants reached out to Corbin, who happened 

to be in Illinois. That Corbin was located in Illinois was merely fortuitous. C.f. Burger King, 471 

U.S. at 475. Nothing about Defendants’ contacts with Mr. Corbin suggests a contemplation of

continuing and wide-reaching business contacts with Illinois. Indeed, Corbin’s primary role at 

PsyBio appears to have been establishing a business relationship with Miami University in Ohio.

As to whether filing another lawsuit in this jurisdiction can give rise to personal 

jurisdiction, it is first important to note that Defendants in this case are not the same as the plaintiff 

in the related case. In the other case, PsyBio is the plaintiff; in this case, Defendants are 

shareholders and directors of PsyBio as individuals. Even assuming that the Court would pierce 

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 6 of 7 PageID #:442
7

the corporate veil to determine that Defendants and PsyBio are one and the same, Colony Capital

has not offered any authority for the proposition that filing one lawsuit and participating in that 

litigation establishes the minimum contacts necessary to give rise to personal jurisdiction in 

another lawsuit. PsyBio sued Corbin in this Court because Corbin happens to be a domiciliary of 

Illinois. That is not the kind of purposeful availment needed to give rise to personal jurisdiction.

Corbin’s domicile is a random, fortuitous fact that does not suggest purposeful availment on the 

part of Defendants. If the Court accepted this argument, the logical extension would be that filing 

a lawsuit in a particular court forever subjects the filer to personal jurisdiction in that court even 

for claims not filed as counter-claims. Moreover, except for the fact that Corbin is from Illinois ,

Defendants’ actions giving rise to this lawsuit—namely, removing Corbin from the Board and 

firing him—were not directed at Illinois. On these facts, Colony Capital has failed to meet its 

burden to establish that this Court has personal jurisdiction over Defendants.

CONCLUSION

For the reasons set forth above, the Motions to Dismiss [21, 23] are granted and the 

Amended Complaint [9] is dismissed without prejudice.

____________________________________

Virginia M. Kendall

United States District Judge

Date: January 13, 2021

Case: 1:20-cv-03885 Document #: 45 Filed: 01/13/21 Page 7 of 7 PageID #:443