United States District Court, D. Maryland
Kevin T. Biggs, et at.
Catherine C. Blake United States District Judge
before the court is defendant OneLogin, Inc.'s
("OneLogin") motion to dismiss the complaint for
lack of personal jurisdiction, or, in the alternative, for
failure to state a claim. (ECF No. 7). For the reasons
outlined below, OneLogin's motion will be granted for
lack of personal jurisdiction. The issues have been briefed
and no oral argument is necessary. See Local Rule
105.6 (D.Md. 2018).
Ltd. ("D2L") is a "global cloud software
company" incorporated in Maryland and headquartered in
Canada. (Compl. ¶¶ 1, 4, ECF No. 1-1; Def.'s
Reply Ex. 1 at 3, ECF No. 23-1). OneLogin, a Delaware
corporation headquartered in California, is a
"cloud-based identity and access management
provider." (Compl. ¶ 2; Huger Aff.
¶¶ 2, ECF No. 7-2). Defendant Kevin T. Biggs
("Biggs"), a California resident, worked as Senior
Vice President of Worldwide Sales for D2L from August 2014
through October 2017. (Compl. ¶¶ 2, 6; Biggs Aff.
¶ 2, ECF No. 7-3). As a D2L employee, Biggs signed an
Employee Confidentiality, Inventions and Non-Compete
Agreement ("Non-Solicitation Agreement"). (Compl.
¶¶3, 10). Biggs executed the Non-Solicitation
Agreement in California. (Biggs Aff. ¶ 3). The
Non-Solicitation Agreement prohibited Biggs from
"directly or indirectly, solicit[ing] for employment,
employing] or otherwise engag[ing] the services of, any
representatives, contractors, employees, distributors or
consultants of D2L" for a period of nine months after
his employment with D2L terminated. (Compl. ¶ 11). In
executing the Non-Solicitation Agreement, Biggs also
consented to suit in the State of Maryland for any disputes
arising out of the Agreement. (Id. ¶ 18;
id. Ex. A ["Non-Solicitation Agreement"]
at p. 13).
D2L terminated Biggs's employment in October 2017, Biggs
executed a Release, which reaffirmed his obligation to abide
by all of the conditions of the Non-Solicitation Agreement.
(Compl. ¶ 25; id. Ex. B ["Release"]
at p. 18). After leaving D2L, Biggs began working for
OneLogin. On May 1, 2018, D2L corresponded with Biggs,
reaffirming his obligations under the Non-Solicitation
Agreement. (Compl. ¶28). On May 1, 2018, D2L also
"advised OneLogin about Defendant Biggs' continuing
obligations to D2L." (Id. ¶ 29).
17, 2018, D2L brought suit against Biggs and OneLogin in the
Circuit Court for Baltimore County, Maryland, alleging:
breach of the Non-Solicitation Agreement (Count I); and
intentional interference with contract (Count II).
(Id. ¶¶ 33-56; Notice of Removal, ECF No.
1). On September 28, 2018, defendants Biggs and OneLogin
removed the case to this court. (Notice of Removal).
personal jurisdiction is properly challenged under Rule
12(b)(2), the jurisdictional question is to be resolved by
the judge, with the burden on the plaintiff ultimately to
prove grounds for jurisdiction by a preponderance of the
evidence." Carefirst of Maryland, Inc. v. Carefirst
Pregnancy Centers, Inc., 334 F.3d 390, 396 (4th Cir.
2003) (citing Mylan labs., Inc. v. Akzo, N. V., 2
F.3d 56, 59-60 (4th Cir. 1993)). If the court resolves the
personal jurisdiction question without an evidentiary
hearing, "the plaintiff need only make a prima facie
showing of personal jurisdiction." Carefirst,
334 F.3d at 396 (citing Combs v. Bakker, 886 F.2d
673, 676 (4th Cir. 1989)). In assessing whether the plaintiff
has carried this burden, the court resolves all disputed
facts and reasonable inferences in the plaintiffs favor.
Carefirst, 334 F.3d at 396 (citing Mylan Labs,
2 F.3d at 60).
federal court to exercise personal jurisdiction over a
foreign defendant, two hurdles must be surpassed. First, the
forum state's long-arm statute must be satisfied. Second,
the forum state's exercise of personal jurisdiction must
comport with due process. Consulting Engineers Corp. v.
Geometric Ltd., 561 F.3d 273, 277 (4th Cir. 2009). The
Maryland long-arm statute "authorize[s] the exercise of
personal jurisdiction to the full extent allowable under the
Due Process Clause." CSR, Ltd. v. Taylor, 411
Md. 457, 473 (2009) (quoting Bond v. Messerman, 391
Md. 706, 721 (2006)). The court's statutory inquiry
therefore merges with the court's analysis of the Due
Process Clause. Carefirst, 334 F.3d at 396-97.
Because the court finds that the exercise of personal
jurisdiction over OneLogin would offend the Due Process
Clause, the court need not resolve whether § 6-103(b)(4)
of Maryland's long-arm statute, the provision D2L argues
is applicable, would grant jurisdiction. Md. Code Ann., Cts.
& Jud. Proc. § 6-103(b)(4).
with the Due Process Clause, the court may exercise personal
jurisdiction over a nonresident defendant if the defendant
has sufficient "minimum contacts" with the forum so
that haling the defendant to court in the forum state
"does not offend traditional notions of fair play and
substantial justice." Int'lShoe Co. v.
Washington, 326 U.S. 310, 316 (1945). The standard for
the court's exercise of personal jurisdiction varies
based on whether the defendant's contacts with the forum
state are the genesis of the cause of action.
Carefirst, 334 F.3d at 397. If the suit arises out
of the defendant's contacts with the forum state, the
court may exercise specific jurisdiction. Id. To
determine whether specific jurisdiction exists, the court
considers: "(1) the extent to which the defendant
purposefully availed itself of the privilege of conducting
activities in the forum state; (2) whether the plaintiffs
claims [arose] out of those activities; and (3) whether the
exercise of personal jurisdiction is constitutionally
reasonable." Universal Leather, LLC v. Koro AR,
S.A., 773. F.3d 553, 559 (4th Cir. 2014) (citing
Tire Eng 'g v. Shandong Linglong Rubber Co.,
682F.3d292, 301-02 (4th Cir. 2012)).
however, the defendant's contacts with the forum state do
not give rise to the cause of action, the plaintiff must show
that the court has general jurisdiction over the defendant.
Id. General jurisdiction is appropriate when the
defendant's contacts with the forum state are so
"continuous and systematic" as to as to
"render [the nonresident defendant] essentially at home
in the forum State." Daimler AG v. Bauman, 571
U.S. 117, 127 (2014) (quoting Goodyear Dunlop Tires
Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)).
D2L does not set forth any clear argument that general
jurisdiction exists, nor could it based on the facts alleged.
A corporation's place of incorporation and principal
place of business are the two paradigmatic bases for general
jurisdiction. Daimler, SIX U.S. at 137. Absent one
of these two bases, it may be possible to establish general
jurisdiction in an "exceptional case." Id.
at 139 n.19. But the corporation's operations in the
forum state must be "so substantial and of such a nature
as to render the corporation at home in that State."
Id. The mere sale of products within the forum state
is insufficient. Goodyear, 564 U.S. at 930 n.6.
OneLogin is neither incorporated nor headquartered in
Maryland and D2L has set forth no factual allegations that
establish OneLogin is "comparable to a domestic
enterprise" of Maryland. Daimler, 571 U.S. at
133 ii.ll. Accordingly, the court focuses its analysis on
whether specific jurisdiction exists.
jurisdiction cannot be exercised unless there is an
"affiliation between the forum and the underlying
controversy, principally, [an] activity or occurrence that
takes place in the forum state." Bristol-Myers
Squibb Co. v. Superior Court,137 S.Ct. 1773, 1781
(2017) (quoting Goodyear, 564 U.S. at 919). The
Supreme court's personal jurisdiction jurisprudence makes
clear that specific jurisdiction is premised on the
defendant's contacts with the forum state, not the
defendant's contacts with individuals from the forum
state, or the plaintiffs contacts with the forum state.
Walden v. Fiore, 571 US. 277, 284-85 (2014). The
Fourth Circuit has held that when the brunt of the harm of
tortious conduct is felt within, and specifically aimed at,
the forum state, this may inform the jurisdictional
analysis. But the mere causation of harm within the
forum state alone cannot support jurisdiction, instead, it
must be "accompanied by the defendant's own contacts
with the state." Geometric Ltd., 561 F.3d at
280-81 (citing ESAB Group, Inc. v. Centricut, Inc.,