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IPSL, LLC v. College of Mount Saint Vincent

United States District Court, D. Oregon

May 21, 2019

IPSL, LLC, Plaintiff,



          OPINION & ORDER


         Plaintiff IPSL, LLC, brings this case for breach of contract, conversion, defamation, and tortious interference against Defendant College of Mount Saint Vincent.[1] 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.


         Plaintiff 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.

         Defendant 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.

         The 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. A.

         Shortly 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. ¶ 8.

         In July 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.

         In the 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. ¶ 10.

         During 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.

         Defendant 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 headquarters”).

         In 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.

         Around 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.

         In 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.

         In 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.

         In May 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. ¶ 7.

         In June 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. ΒΆ 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 ...

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