Freeman v. 3Commas Technologies OU
3:23-cv-00101
N.D. Cal.Sep 3, 2024Background
- Plaintiffs filed suit against 3Commas Technologies OU, an Estonian company, alleging inadequate protection of user data.
- The original complaint was dismissed for lack of personal jurisdiction; plaintiffs then filed an amended complaint (FAC) with additional allegations against 3Commas.
- Key new allegation: 3Commas' agreement with California-based Cloudflare, which purportedly contains a California forum selection clause.
- Plaintiffs sought jurisdictional discovery to support their case for personal jurisdiction based on 3Commas’ alleged California contacts.
- The case is before the court on 3Commas’ renewed motion to dismiss for lack of personal jurisdiction and plaintiffs’ motion for jurisdictional discovery.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Specific personal jurisdiction over 3Commas | Sufficient minimum contacts via sales, investor solicitation, and Cloudflare deal | Contacts are too tenuous; Cloudflare contract irrelevant to case | No personal jurisdiction; contacts are insufficient |
| Forum selection clause in Cloudflare agreement | Clause binds 3Commas and supports jurisdiction via equitable estoppel / closely related doctrine | Clause only binds 3Commas and Cloudflare; not plaintiffs | Not sufficient; doctrine does not apply |
| Equitable estoppel theory | 3Commas should be estopped from denying jurisdiction as to Cloudflare contract | Not relying on Cloudflare contract in litigation | No equitable estoppel; contract not at issue |
| Jurisdictional discovery | Discovery may yield facts supporting jurisdiction | No colorable basis for discovery; theories already inadequate | Discovery denied; no showing facts would help |
Key Cases Cited
- Manetti–Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509 (9th Cir. 1988) (forum selection clauses may apply to closely related parties if claims arise from contract interpretation)
- Kramer v. Toyota Motor Corp., 705 F.3d 1122 (9th Cir. 2013) (equitable estoppel requires plaintiff’s claims to be intertwined with contract terms)
- Goldman v. KPMG LLP, 92 Cal. Rptr. 3d 534 (Cal. Ct. App. 2009) (estoppel prevents reliance on contract benefits while repudiating its obligations)