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WTI Partners v. Ahn
United States District Court, D. Colorado
March 22, 2019
WTI PARTNERS, Plaintiff,
GREGORY AHN, JONATHAN WHITE, MATTHEW SCARLETT, CULT OF 8, INC., and ALCOHOL BY VOLUME, INC., Defendants.
ORDER ON MOTION TO TRANSFER VENUE
Michael E. Hegarty, United States Magistrate Judge.
the Court is Defendants Cult of 8, Inc. (“CO8”)
and Gregory Ahn's (“Ahn”) (collectively, the
“CO8 Defendants”) Motion to Dismiss Pursuant to
Fed.R.Civ.P. 12(b)(3) or, in the Alternative, to Transfer to
the Northern District of California Pursuant to 28 U.S.C.
§§ 1404(a) and 1406(a). ECF No. 15. For the reasons
that follow, the Court denies the Motion.
STATEMENT OF FACTS
following facts are taken from Plaintiff's Amended
Complaint and affidavits in the record. New Belgium
Brewing Co. v. Travis Cty. Brewing Co., No.
15-cv-00272-MEH, 2015 WL 2106329, at *4 (D. Colo. May 1,
2015) (“In reviewing a Rule 12(b)(3) motion to dismiss
for improper venue, the [c]ourt ‘may examine facts
outside the complaint,' and ‘it must draw all
reasonable inferences and resolve all factual conflicts in
favor of the plaintiff.'” (quoting Hancock v.
American Tel. & Tel. Co., Inc., 701 F.3d 1248, 1260
(10th Cir. 2012))).
1. Plaintiff WTI Partners (“WTI”) is a Colorado
general partnership whose twenty-seven partners are all
Colorado residents. ECF No. 7 ¶ 1; ECF No. 30-2 ¶
2. Steven Signer (“Signer”) is Plaintiff's
managing partner. ECF No. 30-1 ¶ 1. Robert Niemeyer
(“Niemeyer”) is its majority partner. ECF No.
30-2 ¶ 1.
3. CO8 is a California corporation with its principal place
of business in Carmel, California. Ahn is a resident of
California and CO8's CEO. ECF No. 7 ¶ 3; ECF No.
15-2 ¶¶ 1-3.
4. Plaintiff was first introduced to Ahn at a meeting in
Denver, Colorado. ECF No. 7 ¶ 14.
5. In 2010, Ahn contacted Plaintiff to solicit funding for a
new business. That new business would become CO8.
Id. ¶ 16.
6. Signer, Niemeyer, and Ahn participated in at least two
meetings in Boulder, Colorado, to discuss a potential
contribution by Plaintiff to create CO8. ECF No. 30-1
¶¶ 6-7; ECF No. 30-2 ¶¶ 6-7.
7. Eventually, Plaintiff and Ahn entered into a contract in
which Plaintiff provided cash to fund CO8 (the “WTI/CO8
Contract”). ECF No. 7 ¶ 17. CO8 would repay the
principal plus 18% interest (the “Debt Repayment
Terms”). Id. WTI alleges that it received a
40% equity ownership of CO8 in that contract (the “WTI
Equity Share”). Id.
8. In 2014, Ahn and WTI agreed to modify the terms of the
WTI/CO8 Contract. This agreement converted the interest
payments to a per-case royalty on specified wine sales (the
“Royalty Terms”). Id. ¶¶
9. Beginning in the first quarter of 2015, CO8 made regular
payments pursuant to the Royalty Terms. CO8 has under
reported the sales of the relevant wine and stopped making
those payments completely in 2017. Id. ¶¶
10. CO8 now distributes wine throughout the U.S. and also
owns an interest in several brands of wine. ECF ...