Juniper Networks, Inc. v. Andrade, 5:20-cv-02360

Background

Juniper (California) acquired HTBase (Canadian) through a Canadian subsidiary, 118 ULC, via a Share Purchase Agreement (SPA) in November 2018; Juniper signed as guarantor.
The SPA contained representations and warranties by each vendor (each several as to itself) that all third-party technology/IP in HTBase products had been disclosed and could be transferred.
HTBase founder/CEO Bruno Andrade met with Juniper personnel in California, participated in due diligence (including controlling which code was scanned by Black Duck), and was later designated the Vendors’ Representative in the SPA.
After closing, Juniper discovered HTBase’s product Juke incorporated undisclosed open-source LizardFS code; Juniper sued five Vendors (including four foreign Vendors: Mars, Northspring, Oliveira, Seidl) for breach of the SPA and sued Andrade for fraud and negligent misrepresentation.
Foreign Defendants moved to dismiss for lack of personal jurisdiction; all Defendants also moved to dismiss or stay on forum non conveniens and comity grounds. The court granted dismissal for lack of personal jurisdiction as to the Foreign Defendants with leave to amend and deferred ruling on forum non conveniens/comity.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Personal jurisdiction over Foreign Defendants	Andrade’s California contacts (pre- and post-SPA) should be imputed to the Foreign Defendants (agent theory); court may exercise specific jurisdiction.	Foreign Defendants lack sufficient contacts with California; they did not control Andrade and signed the SPA outside California.	Court: Juniper failed to make a prima facie showing of personal jurisdiction; dismissal for lack of personal jurisdiction granted with leave to amend.
Agency/attribution of Andrade’s contacts	Andrade acted as agent for the Vendors (pre-closing and as Vendors’ Representative), so his California contacts bind the Vendors.	No evidence the Vendors had the right to control Andrade’s actions; SPA grants Andrade broad, discretionary authority as Vendors’ Representative.	Court: Agency not shown under Williams (must show agent acted on principal’s behalf and subject to principal’s control); SPA language indicates Andrade had independent authority, so contacts not imputed.
Causal nexus ("arising out of") between Andrade’s CA contacts and Juniper’s contract claim	Representations/warranties were required to be true at closing (Dec 7); Andrade performed post-execution acts during Nov 28–Dec 7 that allegedly relate to the claim.	The breach claims arise from the Vendors’ own warranties in the SPA executed Nov 28; Juniper does not allege post-signing representations by Vendors tied to Andrade’s California activities.	Court: Juniper did not show the claim arises out of Andrade’s forum-related conduct under the Ninth Circuit "but-for" test.
Forum non conveniens / comity (Canada as forum)	California is an appropriate forum; Juniper entitled to deference as U.S. plaintiff.	Canada (Ontario) is an adequate alternative forum; SPA designates Ontario law and permits proceedings in Ontario.	Court: Adequate alternative (Ontario) exists; court deferred resolution of forum non conveniens and comity issues pending disposition of personal jurisdiction questions.

Key Cases Cited

Walden v. Fiore, 571 U.S. 277 (2014) (personal-jurisdiction principles require defendant’s own forum contacts)
Daimler AG v. Bauman, 571 U.S. 117 (2014) (general jurisdiction requires contacts rendering defendant "at home")
Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797 (9th Cir. 2004) (personal jurisdiction framework; prima facie showing standard)
Ranza v. Nike, Inc., 793 F.3d 1059 (9th Cir. 2015) (plaintiff bears burden to establish jurisdiction; prima facie test on written record)
Williams v. Yamaha Motor Co., 851 F.3d 1015 (9th Cir. 2017) (agency contacts may be imputed for specific jurisdiction only if principal had right to control agent)
Freestream Aircraft (Bermuda) Ltd. v. Aero Law Grp., 905 F.3d 597 (9th Cir. 2018) (contract suits analyzed under purposeful availment)
Menken v. Emm, 503 F.3d 1050 (9th Cir. 2007) ("but-for" test for whether claim arises out of forum-related activities)
Mujica v. AirScan Inc., 771 F.3d 580 (9th Cir. 2014) (adjudicatory comity factors and framework)
Ayco Farms, Inc. v. Ochoa, 862 F.3d 945 (9th Cir. 2017) (forum non conveniens standard; heavy burden to reject U.S. plaintiff’s forum choice)