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WTI Partners v. Ahn

United States District Court, D. Colorado

March 22, 2019

WTI PARTNERS, Plaintiff,
v.
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.

         Before 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.

         BACKGROUND

         I. STATEMENT OF FACTS

         The 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 ¶ 4.
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. ¶¶ 37-39.
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. ¶¶ 63-66.
10. CO8 now distributes wine throughout the U.S. and also owns an interest in several brands of wine. ECF ...

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