United States District Court, D. Oregon
W. NEWTON HAWTHORNE LAW ATTORNEY FOR PLAINTIFF
G. PARKER ASHLEE MARIE AGUIAR DAVIS WRIGHT TREMAINE, LLP
ATTORNEYS FOR DEFENDANT
OPINION & ORDER
A. HERNÁNDEZ UNITED STATES DISTRICT JUDGE.
IPSL, LLC, brings this case for breach of contract,
conversion, defamation, and tortious interference against
Defendant College of Mount Saint Vincent. Defendant now
moves to dismiss this action for lack of personal
jurisdiction or, in the alternative, transfer this case to
the Southern District of New York. Because this Court lacks
personal jurisdiction over Defendant, the Court grants
Defendant's motion to dismiss.
IPSL is a social benefit corporation located in Portland, OR.
Notice of Removal Ex. 2 (“Compl.”) ¶ 1, ECF
1. Plaintiff “owns, operates and contracts with various
international sites for the benefit of college level student
service-learning, ‘advocacy research' and study
abroad.” Id. at ¶ 3. To the extent that
Plaintiff's employees or contractors are at other sites
in the United States and abroad, they are controlled,
supervised, and trained by personnel in Portland. Morgan
Decl. ¶ 3, ECF 13.
College of Mount Saint Vincent (“CMSV”) is a
non-profit liberal arts college located in New York. Compl.
¶ 2; Def. Mot. Dismiss 2, ECF 9. It was formed in New
York in 1847 and has operated exclusively in New York since
its founding. CMSV Decl. ¶ 2, ECF 9-1.
parties' relationship began in 2010. That year, Dr. Omar
Nagi, Defendant's Director of International Programing,
heard Dr. Kalyan Ray, an IPSL program director who lived and
taught in Kolkata, India, speak at a conference in India.
Morgan Decl. ¶ 8. Dr. Nagi invited Dr. Ray to speak at
CMSV on “education as a tool for social justice.”
Second Nagi Decl. ¶ 4, ECF 28-2. He suggested that Dr.
Ray meet with the college's president and provost during
his visit. Morgan Decl. Ex. A. Although Dr. Nagi does not
recall knowing of IPSL or of Dr. Ray's connection to IPSL
at the time, Thomas Morgan-the President of IPSL-states that
Dr. Nagi sought to discuss the possibility of an IPSL program
at CMSV during Dr. Ray's visit. Compare Second
Nagi Decl. ¶ 4 with Morgan Decl. ¶
8. However, in a March 2011 email organizing Dr.
Ray's talk, Dr. Ray had to clarify that he was “not
affiliated to Loreto College” but instead directed the
IPSL program that had long been affiliated with Loreto
College. Morgan Decl. Ex. A. Dr. Nagi declares that
this was the first time he was advised of Dr. Ray's
affiliation with IPSL. Second Nagi Decl. ¶4. Dr. Ray
ultimately spoke at CMSV in April of 2011. Morgan Decl. Ex.
thereafter, Mr. Morgan reached out to Dr. Nagi via email.
First Nagi Decl. Ex. A, ECF 9-6. Per this email, Mr. Morgan
had been in contact with Dr. Ray about Dr. Ray's recent
visit to CMSV. Id. He wrote that, “[a]s a
follow up to Dr. Ray's visit, IPSL would be thrilled to
include [Dr. Nagi] and [CMSV] in our community of
international service-learning.” Id. He
suggested an in-person meeting in New York with Dr. Nagi and
others to “explor[e] program opportunities for
[CMSV's] students and faculty.” Id. Mr.
Morgan declares that he only reached out to Dr. Nagi after he
“learned of CMSV's interest and possible
Mission-alignment with IPSL programming.” Morgan Decl.
of 2013, Plaintiff flew Dr. Nagi from New York to Portland.
First Nagi Decl. ¶ 12. It paid for his flight and
accommodations. Id. In January of 2015, Mr. Morgan
invited Dr. Nagi to stay at his home in Portland.
Id. Mr. Morgan claims that during both visits Dr.
Nagi worked from the IPSL offices, met with staff regarding
the parties' partnership operations and details of the
program, and conducted mutual business and program
development. Morgan Decl. ¶ 11.
fall of 2013, the parties began working together to prepare
an application for the New York State Educational Department
for a new master's program in International Development
and Service (“IDS Program”). CMSV Decl. ¶ 5.
The IDS Program was approved by the state in early 2014 and
began its inaugural academic year in the fall of 2014.
Id. at ¶ 6. Plaintiff alleges that this
graduate program resulted in extra administrative duties for
Plaintiff's staff that Defendant was supposed to manage,
which strained the parties' relationship. Morgan Decl.
this time, Plaintiff also began leasing an apartment in
Manhattan for IPSL team members who were in New York for
work. Second Nagi Decl. Ex. B. The apartment was also listed
on Airbnb, and Dr. Nagi and others associated with CMSV
occasionally used the apartment. Morgan Decl. ¶ 15.
provided Plaintiff with free office space on its campus.
Morgan Decl. ¶ 9; Second Nagi Decl. Ex. B. The office
was used for operations related to Plaintiff's
partnership with Defendant and to recruit students from a
number of other East Coast schools. Morgan Decl. ¶
9. IPSL maintained one or two office staff in this
location. Id. at ¶ 9; Second Nagi Decl. Ex. A.
In several documents and emails, Plaintiff referred to this
office as its “East Coast headquarters.” Second
Nagi Dec. Ex. B (“IPSL was very fortunate to be invited
to partner with CMSV, and their offer to host our East Coast
headquarters, gratis, was very gracious.”);
id. at Ex. C (“We were invited by the college
president, Chuck Flynn, as part of the college's
internalization efforts, to create an East Coast
headquarters. We jumped at the chance, as so much of our
recruitment efforts remain with institutions located in the
East.”); id. at Ex. D, ECF 35 (2016 Memorandum
of Understanding regarding activities between Plaintiff and
Defendant that Defendant would provide free office space
“for IPSL to operate IPSL's East Coast
2014, Dr. Nagi also reached out to two individuals who were
participating in IPSL's program in Portland. Morgan Decl.
Exs. C, D. In one email, Dr. Nagi contrasted the New York
program with the Portland program in order to try to
“persuade [the student] to consider the NY based IPSL
program.” Id. at Ex. C. Plaintiff also
provides another email where Dr. Nagi and Mr. Morgan discuss
a second student, who Mr. Morgan indicates was attending an
Oregon school. Id. at ¶ 13. Mr. Morgan suggests
that the student was “specifically solicited by Dr.
Nagi to consider transferring from an Oregon program to the
program at CMSV.” Id. Ultimately, several
students from Oregon participated in IPSL programs through
Defendant. Newton Decl. ¶ 6, ECF 14; Second Stevenson
Decl. ¶ 3, ECF 28-1. In addition, Defendant posted a
link to Plaintiff's website on its website. Oringdulph
Decl. ¶ 3, Ex. A, ECF 15.
July 20, 2015, the parties entered into a memorandum of
understanding (the “2015 Agreement”) to
“cooperate in CMSV's offering of an international
master's program of study” and “leverage
IPSL's international and domestic networks for the
purposes of developing this and other international and
domestic programs.” Morgan Decl. Ex. B. The
agreement's duration was five years from the date of its
execution. Id. at 1. Under the agreement, Defendant
was to-among other things-provide a Master of Science Degree
in International Development; work closely with Plaintiff to
recruit qualified candidates through its own on-campus and
partner campus networks; bill students and remit a certain
portion of the funds to Plaintiff; comply with various
internal CMSV procedures; identify faculty to oversee the
program; secure limited housing for students; and create and
support strategic partnerships that would “serve as
pipelines for the IDS graduate program.” Id.
at 2. Plaintiff, in turn, was to take “primary
responsibility for all pre-admission processing, ”
including advertising and recruiting. Id. at 3.
Plaintiff was also tasked with negotiating program fees with
partners; working with overseas institutions to provide
program related logistics; and “exercise[ing] primary
administrative responsibility for the selection and
maintenance of study abroad program sites.”
Id. The agreement provided that the “current
and incoming (Fall 2015) cohort Concordia University-Portland
students [could] transfer to CMSV, should they choose to do
so, starting Fall 2015 with full credit awarded toward their
final CMSV/IPSL MS degree.” Id. at 2.
2016, the parties entered into another memorandum of
understanding (“2016 Agreement”) to collaborate
in offering undergraduate study abroad and service-learning
programs. Second Nagi Decl. Ex. D. Under that agreement,
Plaintiff was responsible for recruiting and admitting
qualified students; serving as a study abroad advising center
on the CMSV campus; hiring and supervising staff to work at
Plaintiff's office on the CMSV campus; offering
internship and fellowship opportunities at its CMSV office;
and performing various administrative duties pertaining to
the international program sites. Id. at 1-2.
Defendant was to assist in recruiting CMSV undergraduate
students and undergraduate students in Defendant's
networks; provide IPSL office space and support IPSL staff;
ensure that CMSV students could obtain academic credit for
IPSL programs; and perform other CMSV-orientated
administrative duties. Id. at 2-3. Both were
required to develop a co-branded identity (“IPSL at
College of Mount Saint Vincent”) to, among other
things, develop and retain programs with other
service-oriented institutions. Id.
January of 2017, Mr. Morgan complained to CMSV President
Chuck Flynn that CMSV staff were not providing the services
agreed upon under their 2015 Agreement. Morgan Decl. ¶
10. In turn, President Flynn requested a detailed accounting
of the costs of services rendered by Plaintiff. Id.
Plaintiff's costs amounted to just over $50, 000 but were
not paid by Defendant. Id.
of 2017, Defendant terminated the 2015 Agreement and proposed
a severance agreement whereby Defendant would assume control
of IPSL functions. Compl. ¶ 8. Defendant claims that
their relationship deteriorated when Plaintiff began asking
for unsubstantiated amounts of money not contemplated by the
parties and steering students to IPSL-owned sites rather than
accredited universities for academic credit. CMSV Decl.
of 2017, Plaintiff alleges that Defendant proffered a new
termination agreement to ensure stability for the parties,
the students, and the IDS Program. Compl. at ¶
11. The termination agreement required both parties to
continue their obligations per the 2015 Agreement through
January 31, 2018. Id. ¶ 12. Defendant had to
pay Plaintiff according to their prior agreement, Plaintiff
had to provide training to Defendant on its process and
procedure, and the parties had to abide ...