NOT FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

KATHLEEN K. JOHNSON, Individually 

and as Trustee of The Annabell M. Palmer 

Family Trust; JUDITH WOODARD, 

Individually and as Trustee of The 

Annabelle M. Palmer Family Trust, 

Plaintiffs-Appellants,

v.

UBS AG,

Defendant-Appellee.

No. 20-56253

D.C. No. 

2:20-cv-00357-MCS-JC

MEMORANDUM*

Appeal from the United States District Court

for the Central District of California

Mark C. Scarsi, District Judge, Presiding

Submitted July 8, 2021**

Seattle, Washington

Before: HAWKINS and IKUTA, Circuit Judges, and CALDWELL,*** District 

Judge.

* This disposition is not appropriate for publication and is not precedent 

except as provided by Ninth Circuit Rule 36-3.

** The panel unanimously concludes this case is suitable for decision 

without oral argument. See Fed. R. App. P. 34(a)(2).

*** The Honorable Karen K. Caldwell, United States District Judge for the 

Eastern District of Kentucky, sitting by designation.

FILED

JUL 13 2021

MOLLY C. DWYER, CLERK

U.S. COURT OF APPEALS
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Plaintiffs, Kathleen Johnson and Judith Woodward, brought claims, sounding 

in contract and tort, alleging that Defendant UBS indirectly solicited their late 

mother, Annabell M. Palmer, to wire $4 million to Defendant in Switzerland for 

investment purposes. Palmer obliged but never received any return on or an 

accounting of these funds. Plaintiffs now appeal the dismissal of their claims for 

lack of personal jurisdiction over Defendant. We have jurisdiction under 28 U.S.C. 

§ 1291, and we affirm. 

We review a dismissal for lack of personal jurisdiction de novo, Boschetto v. 

Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008), and may affirm on any basis 

supported by the record, Ranza v. Nike, Inc., 793 F.3d 1059, 1076 (9th Cir. 2015).

Because the district court decided Defendant’s motion without an evidentiary 

hearing, we must only inquire into whether Plaintiffs’ “pleadings and affidavits 

make a prima facie showing of personal jurisdiction.” Schwarzenegger v. Fred 

Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004) (internal quotations omitted). 

I. General Jurisdiction 

Plaintiffs argue that California has general jurisdiction over Defendant

because Defendant is “at home” in California based on its regular and continuous 

business contacts there. Typically, the “all-purpose” forums for general jurisdiction 

are a corporation’s “place of incorporation and principal place of business.” Daimler 

AG v. Bauman, 571 U.S. 117, 137 (2014). But courts “may assert general 
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jurisdiction over foreign (sister-state or foreign-country) corporations to hear any 

and all claims against them when their affiliations with the State are so continuous 

and systematic as to render them essentially at home in the forum State.” Goodyear 

Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (internal 

quotations omitted). 

Here, Defendant is not subject to general jurisdiction in California. Defendant

is a Swiss corporation with a principal place of business in Switzerland, and its 

contacts with California fall short of demonstrating that Defendant is “essentially at 

home” in California. Although Defendant has a number of branch offices and 

employees in California and as such generates a significant amount of revenue there, 

“[a] corporation that operates in many places can scarcely be deemed at home in all 

of them.” Daimler AG, 571 U.S. at 139 n.20. And that Defendant has consented to 

suit and sued in California in unrelated cases does not mean that it has waived its 

personal jurisdiction objections in this case. See Dow Chem. Co. v. Calderon, 422 

F.3d 827, 835 (9th Cir. 2005). 

II. Specific Jurisdiction 

In the alternative, Plaintiffs argue that California has specific jurisdiction over 

Defendant because Defendant indirectly solicited Palmer in California, and

Defendant has regular and continuous business contacts with California. To 

establish specific jurisdiction over a nonresident defendant: (1) the defendant must 
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purposefully direct his activities toward the forum or purposefully avail himself of 

the forum; (2) the claim must arise out of or relate to the defendant’s forum-related 

activities; and (3) the exercise of jurisdiction must be reasonable. Schwarzenegger, 

374 F.3d at 802. Plaintiffs bear the burden of establishing the first two prongs. Id.

The first prong may be satisfied with facts sufficient to demonstrate either 

purposeful direction or purposeful availment. See Schwarzenegger, 374 F.3d at 802. 

Typically, tort claims follow the purposeful direction analysis and contract claims

follow the purposeful availment analysis. Glob. Commodities Trading Grp., Inc. v. 

Beneficio de Arroz Choloma, S.A., 972 F.3d 1101, 1107 (9th Cir. 2020). But there 

is not “a rigid dividing line” and both tests are relevant when both types of claims 

are at issue. Id. Because Plaintiffs’ tort claim is substantially the same as their 

contract claims, the first prong should be analyzed under the purposeful availment 

analysis, see Sher v. Johnson, 911 F.2d 1357, 1362 (9th Cir. 1990), or under the 

approach taken in Global Commodities, which keeps both tests in mind when both 

tort and contract claims are alleged, 972 F.3d at 1107. 

Under the purposeful availment analysis, courts look to whether the defendant 

deliberately engaged in significant activities within the forum or created continuing 

obligations between himself and forum residents. Burger King Corp. v. Rudzewicz, 

471 U.S. 462, 475–76 (1985). Similarly, Global Commodities’s approach focuses 

on whether the defendant has “voluntarily derived some benefit from [his] interstate 
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activities such that [he] will not be haled into a jurisdiction solely as a result of 

random, fortuitous, or attenuated contacts.” 972 F.3d at 1107–08 (internal 

quotations omitted). 

Here, Defendant has purposefully availed itself of or directed its conduct 

toward California based on dozens of offices across California, over a thousand 

employees in California, and millions of dollars of revenue generation from 

California. See Ford Motor Co. v. Montana Eighth Jud. Dist. Ct., 141 S. Ct. 1017, 

1022–23, 1026, 1028 (2021) (defendant conceded and court recognized that 

defendant purposefully availed itself of the forum by advertising, selling, repairing, 

and servicing its products in the forum); Burger King, 471 U.S. at 479–80 (defendant 

had sufficient contacts with the forum because he entered into a “carefully structured 

20-year relationship” with plaintiff that envisioned continuing contacts with the 

forum where plaintiff’s enterprise was headquartered); Keeton v. Hustler Mag., Inc., 

465 U.S. 770, 772, 781 (1984) (defendant had sufficient contacts with the forum 

because it sold at least 10,000 copies of its magazine in the forum each month). 

Turning to the second prong, even when a defendant has reached out beyond

its home and exploited a market in the forum, the plaintiff’s claims still must arise 

out of or relate to the defendant’s contacts with the forum, because the defendant is 

not at home in the forum. Ford, 141 S. Ct. at 1025. In other words, there must be a 

connection between the forum and the underlying controversy, principally an 
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activity that is subject to the forum’s regulation. Id. For example, in Ford, specific 

jurisdiction over a nonresident defendant was proper because the defendant 

“systematically served a market in [the forum states] for the very vehicles that the 

plaintiffs allege[d] malfunctioned and injured them in those States.” Id. at 1028. 

But “[w]hen there is no such connection, specific jurisdiction is lacking regardless 

of the extent of a defendant’s unconnected activities in the [forum].” Bristol-Myers 

Squibb Co. v. Superior Ct. of California, San Francisco Cnty., 137 S. Ct. 1773, 1781 

(2017); see also Goodyear, 564 U.S. at 930 n.6 (“[E]ven regularly occurring sales 

of a product in a State do not justify the exercise of jurisdiction over a claim 

unrelated to those sales.”).

Here, Plaintiffs have not shown how Defendant’s receipt of Palmer’s transfer 

from California is sufficiently related to Defendant’s regular and continuous 

business contacts with California. Because Plaintiffs have not alleged facts 

sufficient to establish the second prong, they have failed to make a prima facie 

showing of specific jurisdiction. 

AFFIRMED.