Full Opinion

NOT FOR PUBLICATION FILED UNITED STATES COURT OF APPEALS NOV 12 2026 MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS FOR THE NINTH CIRCUIT EFTYCHIOS THEODORAKIS, No. 25-2440 D.C. No. Plaintiff - Appellant, 3:23-cv-02280-AMO v. MEMORANDUM* DFINITY STIFTUNG; DOMINIC WILLIAMS; GIAN BOCHSLER, Defendants - Appellees. Appeal from the United States District Court for the Northern District of California Araceli Martínez-Olguín, District Judge, Presiding Argued and Submitted October 23, 2026 San Francisco, California Before: FORREST and TUNG, Circuit Judges, and BASTIAN, District Judge.** Eftychios Theodorakis appeals from the district court’s order dismissing his claims against Gian Bochsler, Dominic Williams, and DFINITY Stiftung (“Defendants”). The operative complaint asserted state-law and Racketeer * This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3. ** The Honorable Stanley Allen Bastian, United States District Judge for the Eastern District of Washington, sitting by designation. Influenced and Corrupt Organizations Act (“RICO”) claims against Bochsler and Williams,1 and a federal securities claim against all three Defendants. The district court struck the securities claim as beyond the scope of leave to amend, and concluded that the facts alleged did not establish personal jurisdiction over Bochsler and Williams. It then granted Defendants’ motions to dismiss “with prejudice.” We have jurisdiction under 28 U.S.C. § 1291. We assume the parties’ familiarity with the facts and recite them only as necessary to explain our decision. We affirm in part, vacate in part, and remand. 1. The district court properly struck the federal securities claim. The district court granted Theodorakis leave to amend his prior complaint “solely to add new jurisdictional allegations.” But he included a new federal securities cause of action—which is a substantive claim, not a jurisdictional allegation. Because the claim exceeded the scope of the district court’s order, the district court properly struck it. 2. The district court lacked general jurisdiction over Bochsler and Williams. District courts have general jurisdiction over those defendants whose affiliations are “so ‘continuous and systematic’ as to render them essentially at home in the 1 Theodorakis forfeited his argument that RICO provides an independent basis for personal jurisdiction over Bochsler and Williams by not raising it before the district court. “It is a long-standing rule in the Ninth Circuit that, generally, ‘we will not consider arguments that are raised for the first time on appeal.’” Raich v. Gonzales, 500 F.3d 850, 868 (9th Cir. 2007) (citation omitted). 2 25-2440 forum state.” Daimler AG v. Bauman, 571 U.S. 117, 127 (2014). We assess general jurisdiction at the time the suit is filed, not when the claim accrued. Wells Fargo & Co. v. Wells Fargo Exp. Co., 556 F.2d 406, 422 (9th Cir. 1977); Bauman v. DaimlerChrysler Corp., 644 F.3d. 909, 913–14 n.7 (9th Cir. 2011), rev’d on other grounds, 571 U.S. 117 (2014). “For an individual, the paradigm forum for the exercise of general jurisdiction is the individual’s domicile.” Daimler, 571 U.S. at 137. Domicile is an individual’s “permanent home, where [he] resides with the intention to remain or to which [he] intends to return.” Kanter v. Warner- Lambert Co., 265 F.3d 853, 857 (9th Cir. 2001). Bochsler has never lived or worked in California, has never paid or owed California taxes, and has no office, bank accounts, or property there. And in June 2021, Williams permanently relocated to Switzerland. Since then, Williams has maintained a Swiss residency permit, owned residential property in Switzerland, and has made no plans to move elsewhere. Thus, at the time the suit was filed, Bochsler and Williams were domiciled in Switzerland—not California. 3. The district court lacked specific personal jurisdiction over Bochsler and Williams. We determine whether specific jurisdiction exists by applying a three- prong test: “(1) the defendant either purposefully direct[s] its activities or purposefully avails itself of the benefits afforded by the forum’s laws; (2) the claim arises out of or relates to the defendant’s forum-related activities; and (3) the 3 25-2440 exercise of jurisdiction [] comport[s] with fair play and substantial justice, i.e., it [is] reasonable.” Williams v. Yamaha Motor Co., 851 F.3d 1015, 1023 (9th Cir. 2017) (alterations in original) (citation and internal quotation marks omitted). In tort cases, we typically apply the “purposeful direction” analysis to determine whether the first prong has been satisfied. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 802 (9th Cir. 2004). And under that analysis, we ask whether the defendant “(1) committed an intentional act, (2) expressly aimed at the forum state, (3) causing harm that the defendant knows is likely to be suffered in the forum state.” Id. at 803. Theodorakis identifies three allegations he says meet this test. First, Theodorakis alleges that Bochsler and Williams employed him in California. But non-party DFINITY USA employed him. That Bochsler or Williams are employees of DFINITY USA does not permit us to attribute DFINITY USA’s conduct to them individually. See Glob. Commodities Trading Grp., Inc. v. Beneficio de Arroz Choloma, S.A., 972 F.3d 1101, 1109 (9th Cir. 2020) (“Personal jurisdiction over an individual who acts as an agent of a third party must be assessed on the individual’s actions alone. We do not impute a corporation’s forum contacts to each of the corporation’s employees.” (citations omitted)). 4 25-2440 Second, Theodorakis alleges that Bochsler and Williams solicited and secured investments from California companies and investors. Although soliciting investments is an intentional act, Theodorakis does not allege that Bochsler or Williams aimed their solicitation toward California. Instead, he alleges that they targeted and raised capital from “buyers in the United States and around the world.” He also points to Internet posts that were circulated to a worldwide audience. That California residents could view those posts and invest does not mean that Bochsler and Williams aimed their conduct at California. See, e.g., Axiom Foods, Inc. v. Acerchem International, Inc., 874 F.3d 1064, 1070–71 (9th Cir. 2017) (a defendant did not expressly aim communication at a forum state by sending a newsletter to hundreds of recipients, including some in the forum state); Morrill v. Scott Fin. Corp., 873 F.3d 1136, 1142–48 (9th Cir. 2017) (any link to the forum state arising from the defendant’s communications with the plaintiff by telephone and email was a feature of the plaintiff’s residence, not the defendant’s choice). The closest Theodorakis gets to express aiming is pointing out that Williams once gave an investor a tour of DFINITY USA’s Palo Alto facility. But, even then, Theodorakis cannot show that this action caused harm in California. Because this allegation does not prove express aiming or resulting harm, it does not show purposeful direction. 5 25-2440 Third, Theodorakis alleges that Bochsler and Williams maintain United States trademarks and take active steps to “defend” them in California. Simple efforts to protect intellectual property rights in California do not cause harm in California. See Yahoo! Inc. v. La Ligue Contre Le Racisme Et L’Antisemitisme, 433 F.3d 1199, 1208 (9th Cir. 2006) (en banc) (sending a cease-and-desist letter to a contact in the forum state does not establish specific jurisdiction over the sender). Because Theodorakis fails to establish purposeful direction, the district court lacked specific jurisdiction over Bochsler and Williams. 4. The district court properly concluded that alter ego liability does not provide a basis for personal jurisdiction over Bochsler or Williams. A district court may “pierce the corporate veil” and assert personal jurisdiction over an individual shareholder where the corporation is the “alter ego” of that individual. Davis v. Metro Prods., Inc., 885 F.2d 515, 520–21 (9th Cir. 1989) (citation omitted). “In determining whether alter ego liability applies, we apply the law of the forum state.” In re Schwarzkopf, 626 F.3d 1032, 1037 (9th Cir. 2010) (citation omitted). Under California law, a plaintiff invoking the alter ego exception must make a prima facie showing “(1) that there is such unity of interest and ownership that the separate personalities . . . no longer exist and (2) that failure to disregard [their separate identities] would result in fraud or injustice.” Am. Tel. & Tel. Co. v. 6 25-2440 Compagnie Bruxelles Lambert, 94 F.3d 586, 591 (9th Cir. 1996) (alteration in original) (citation omitted). In assessing unity of interest and ownership, courts consider factors such as the use of the same office or business location, commingling of funds, an individual’s assumption of personal liability for corporate debts, disregard of corporate formalities, and use of the corporate entity to procure labor or services for another person or entity. JPV I L.P. v. Koetting, 88 Cal. App. 5th 172, 195 (2023). Alter ego is ultimately “an extreme remedy, sparingly used.” Sonora Diamond Corp. v. Superior Ct., 83 Cal. App. 4th 523, 539 (2000). Theodorakis alleges that “[t]here exists as a matter of law and fact a unity of interest between WILLIAMS, BOCHSLER, DFINITY STIFTUNG, and Dfinity USA” because DFINITY USA “is just a shell and a ‘wholly owned subsidiary’” of DFINITY Stiftung, employees treated the two entities as one company, employees at both companies worked together and freely shared information and resources, and DFINITY USA had no independent revenue stream. But “[t]otal ownership and shared management personnel are alone insufficient to establish the requisite level of control” necessary to meet the unity of interest and ownership prong. Ranza v. Nike, Inc., 793 F.3d 1059, 1073 (9th Cir. 2015). And, in any event, these allegations only concern the relationship between DFINITY USA and DFINITY 7 25-2440 Stiftung. They tell us nothing about whether Bochsler or Williams shared a unity of interest and ownership with either entity. Theodorakis does make other allegations directed at Bochsler and Williams, but they are likewise insufficient. Theodorakis states that DFINITY Stiftung is exclusively owned and controlled by Williams and Bochsler. But we do not pierce the corporate veil because of “[t]he mere fact of sole ownership and control.” Katzir’s Floor & Home Design, Inc. v. M-MLS.com, 394 F.3d 1143, 1149 (9th Cir. 2004). Theodorakis also asserts that “Dfinity USA had no source of funding for its operations other than money funneled to it by WILLIAMS and BOCHSLER.” But even a parent corporation “may be directly involved in financing and macro- management of its subsidiaries . . . without exposing itself to a charge that each subsidiary is merely its alter ego.” Doe v. Unocal Corp., 248 F.3d 915, 926 (9th Cir. 2001) (citation omitted). Theodorakis’s strongest allegation—that a company employee assisted Williams with his taxes—does not itself establish unity of interest and ownership. See Morrison Knudsen Corp. v. Hancock, Rothert, & Bunshoft, Inc., 69 Cal. App. 4th 223, 250 (1999) (several alter ego factors are usually present in a successful claim). Because Theodorakis cannot establish the requisite unity of interest and 8 25-2440 ownership, he fails to make a prima facie showing that Bochsler and Williams were alter egos of DFINITY USA or DFINITY Stiftung.2 5. The district court erroneously dismissed Theodorakis’s claims “with prejudice.” Because a dismissal for lack of personal jurisdiction does not adjudicate the merits, Bochsler’s and Williams’s motions should have been granted “without prejudice.” See Cox v. CoinMarketCap OPCO, LLC, 112 F.4th 822, 836 (9th Cir. 2024). DFINITY Stiftung’s motion to dismiss should have been denied as moot because once the district court struck the federal securities claim, no claims remained against DFINITY Stiftung. We therefore vacate the district court’s dismissal with prejudice and remand for proceedings consistent with this memorandum disposition. AFFIRMED in part, VACATED in part, and REMANDED. 2 Because Theodorakis failed to make the required prima facie showing of alter- ego liability on the face of his complaint, the district court did not err by resolving the motion to dismiss without first holding a hearing. When a defendant’s motion to dismiss is decided on written materials rather an evidentiary hearing, “the plaintiff need only make a prima facie showing of jurisdictional facts to withstand the motion to dismiss.” Ranza, 793 F.3d at 1068. Only if the plaintiff makes a prima facie showing does the district court hold a preliminary evidentiary hearing to resolve disputed jurisdictional facts. Data Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1285 (9th Cir. 1977). 9 25-2440