Dalrada Financial Corporation v. Bonar

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10 UNITED STATES DISTRICT COURT

11 SOUTHERN DISTRICT OF CALIFORNIA

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13 DALRADA FINANCIAL Case No.: 24-cv-2166-WQH-BLM

CORPORATION, a Wyoming

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corporation; and DEPOSITION ORDER

15 TECHNOLOGY LTD., a United

Kingdom company and wholly owned

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subsidiary of Dalrada Financial Corp.,

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Plaintiffs,

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vs.

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WILLIAM IAN MARTIN BONAR, as an

20 individual and in his official capacity;

MARION BONAR, as an individual and

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in her official capacity; IAN ROBERT

22 MACKENZIE, as an individual and in his

official capacity; SAMANTHA

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MACKENZIE, as an individual and in her

24 official capacity; JILLIAN HUGHES, as

an individual and in her official capacity;

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and DOES 1–50, inclusive,

26 Defendants.

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HAYES, Judge:

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1 The matters before the Court are: (1) Specially Appearing Defendant Marion

2 Bonar’s Motion to Dismiss for Lack of Personal Jurisdiction Under Rule 12(b)(2) (ECF

3 No. 6); (2) Specially Appearing Defendant Samantha Mackenzie[’s] Motion to Dismiss for

4 Lack of Personal Jurisdiction Under Rule 12(b)(2) (ECF No. 7); (3) Specially Appearing

5 Defendant Ian Robert Mackenzie’s Motion to Dismiss for Lack of Personal Jurisdiction

6 Under Rule 12(b)(2) (ECF No. 8); (4) Specially Appearing Defendant Jillian Hughes’

7 Motion to Dismiss for Lack of Personal Jurisdiction Under Rule 12(b)(2) (ECF No. 9); (5)

8 the Special Motion to Strike (Anti-SLAPP – Cal. Civ. Proc. Code § 425.16) (ECF No. 10)

9 filed by Defendants William Ian Martin Bonar (“William Bonar”), Marion Bonar, Ian

10 Robert Mackenzie (“Ian Mackenzie”), Samantha Mackenzie, and Jillian Hughes

11 (collectively, the “Anti-SLAPP Defendants”); and (6) the Motion to Strike New Arguments

12 and Personal Identifying Information from Defendants’ Reply to Plaintiffs’ Opposition to

13 Special Motion to Strike and their Replies to Plaintiffs’ Opposition to Motions to Dismiss

14 filed by Plaintiffs Dalrada Financial Corporation (“DFCO”) and Deposition Technology,

15 Ltd. (“Deposition Tech.”) (collectively, “Plaintiffs”) (ECF No. 24).

16 I. PROCEDURAL BACKGROUND

17 On November 19, 2024, Plaintiffs initiated this action by filing a Complaint against

18 Defendants William Bonar, Marion Bonar, Ian Mackenzie, Samantha Mackenzie, Jillian

19 Hughes, and Does 1–50 (collectively, “Defendants”). (ECF No. 1, Compl.)

20 On December 30, 2024, Defendants Marion Bonar, Samantha Mackenzie, Ian

21 Mackenzie, and Jillian Hughes (collectively, the “Specially Appearing Defendants”)

22 specially appeared to file respective Motions to Dismiss pursuant to Federal Rule of Civil

23 Procedure 12(b)(2). (ECF Nos. 6–9.) On February 24, 2025, Plaintiffs filed respective

24 Responses in Opposition to the Specially Appearing Defendants’ Motions to Dismiss.

25 (ECF Nos. 14–17.) On March 3, 2025, the Specially Appearing Defendants filed respective

26 Replies. (ECF Nos. 19–22.)

27 On December 30, 2024, the Anti-SLAPP Defendants filed the Special Motion to

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1 Strike (Anti-SLAPP – Cal. Civ. Proc. Code § 425.16) (the “Anti-SLAPP Motion to

2 Strike”). (ECF No. 10.) On February 19, 2025, Plaintiffs filed a Response in Opposition to

3 the Special Motion to Strike. (ECF No. 12.) On March 3, 2025, the Anti-SLAPP

4 Defendants filed a Reply. (ECF No. 18.)

5 On March 6, 2025, Plaintiffs filed the Motion to Strike New Arguments and Personal

6 Identifying Information from Defendants’ Reply to Plaintiffs’ Opposition to Special

7 Motion to Strike and their Replies to Plaintiffs’ Opposition to Motions to Dismiss (the

8 “Motion to Strike Arguments in Defendants’ Replies”). (ECF No. 24.) On March 10, 2025,

9 Defendants filed a Response in Opposition to the Motion to Strike Arguments in

10 Defendants’ Replies. (ECF No. 26.) On March 11, 2025, Plaintiffs filed a Reply. (ECF No.

11 27.)

12 II. ALLEGATIONS IN THE COMPLAINT

13 The allegations in the Complaint concern events surrounding Plaintiffs DFCO and

14 Deposition Tech., as well as a number of DFCO’s subsidiaries: Silicon Services

15 Consortium, Likido Ltd., Dalrada Technology Ltd., Likido Green Energy, and Dalrada

16 Technology Spain.

17 “On or about April 4, 2022, Plaintiff purchased Deposition Technology LTD, a

18 United Kingdom company from Defendant, William Bonar” and Silicon Services

19 Consortium from Defendants William Bonar, Marion Bonar, Ian Mackenzie, and

20 Samantha Mackenzie. (Compl. ¶¶ 11–12.)

21 On or about March 1, 2023, Plaintiff “purchased Dalrada Technology Ltd. from

22 William Bonar and Pauline Gourdie.” Id. ¶ 13.

23 William Bonar is a resident of Scotland and was “an employee of DFCO as its Vice

24 President of Worldwide Manufacturing, Research and Development” at the Scotland

25 Facility and “a Director on the Board of [ ] Likido Ltd., Deposition Technology, Ltd.,

26 Silicon Services Consortium, and Dalrada Technology, Ltd.,” subsidiaries of DFCO, until

27 his resignation on September 30, 2024. Id. ¶¶ 2, 4, 16.

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1 Marion Bonar is a resident of Scotland and was the Human Resources Manager for

2 Likido Green Energy, a subsidiary of DFCO, until her employment was terminated on

3 November 8, 2024. Id. ¶¶ 2, 5, 20.

4 Ian Mackenzie is a resident of the UK and was a director of Deposition Tech., Dalrada

5 Technology, Ltd., Silicon Services Consortium, and Likido Ltd., subsidiaries of DFCO,

6 until his resignation on October 8, 2024. Id. ¶¶ 2, 6, 15.

7 Samantha Mackenzie is a resident of the UK and has been the Finance and Office

8 Administrator of Deposition Tech., as well as the Secretary on the board of Deposition

9 Tech., a subsidiary of DFCO, from September 9, 2005 to the present. Id. ¶¶ 2, 7.

10 Jillian Hughes is a resident of Scotland and was the Chief Operating Officer and

11 Interim Chief Financial Officer for Dalrada Technology, Ltd., a subsidiary of DFCO, until

12 her resignation on August 29, 2024. Id. ¶¶ 2, 8, 17.

13 In March of 2023, Likido Ltd. entered discussions with Apclen Spain—a Spanish

14 company—regarding the sale of four heat pump units. The discussions involved Roberto

15 Garcia, then a consultant and former partner of Apclen, and Stephane Moya, a managing

16 partner. Id. ¶ 21.

17 On March 24, 2023, Likido Ltd., a subsidiary of DFCO, initiated shipment of the

18 units from its manufacturer in Scotland to an assembly facility in Spain, where they were

19 to be assembled and tested before delivery to Apclen. Id. ¶ 22. A Delivery of Goods receipt

20 dated April 4, 2023, confirmed that four items were being transported to Glasgow

21 Prestwick Airport in Scotland. Id. ¶ 24.

22 As of March 31, 2023, Likido Ltd. recorded revenue of €485,340.00 GBP

23 (approximately $634,184.17 USD) for the transaction “since the units had been removed

24 from the facility and were in the process of being shipped.” Id. ¶ 28. On August 21, 2023,

25 at the request of its auditors, Likido Ltd. sent a letter to Apclen confirming the amount

26 owed. Id. ¶ 25. Roberto Garcia executed the confirmation on September 8, 2023. Id.

27 However, an audit later confirmed that Apclen ultimately never paid Likido Ltd. for the

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1 goods. See id. ¶ 29.

2 Around the same time, on September 7, 2023, Roberto Garcia was offered a role as

3 Commercial Sales Director at Dalrada Technology Spain, a DFCO subsidiary, which he

4 accepted the next day. Id. ¶ 26. He continued as a consultant for Apclen until his official

5 resignation in December of 2023. Id. ¶ 27.

6 On or about October 12, 2023, Defendant William Bonar approved, executed, and

7 submitted Likido Ltd.’s Financial Statement for the fiscal year ending June 30, 2023, to

8 Companies House—the United Kingdom’s official corporate registry and an executive

9 agency of the Department for Business and Trade. Id. ¶ 30. Included within the Financial

10 Statement is a two-page Director’s Report. Id. ¶ 31. In this report, William Bonar affirms

11 that, to the best of each director’s knowledge, there was no relevant audit information of

12 which the company’s auditor was unaware, and that all reasonable steps had been taken to

13 ensure the auditor had access to such information. Id. The report concludes: “‘This report

14 was approved by the board of directors on 12 October 2023 and signed on behalf of the

15 board by William Bonar.’” Id. ¶ 32.

16 “In early December 2023, William advised the board members of DFCO that he had

17 filed a complaint with the Securities and Exchange Commission (‘SEC’) alleging, among

18 other things, financial misconduct, forging documentation and market manipulation.” Id.

19 ¶ 33. In his allegations, William specifically named David Pickett—an employee of

20 DFCO—as the individual responsible for these acts, although he did not provide supporting

21 evidence for these claims. Id.

22 In addition to forming an Audit Committee to investigate William’s allegations,

23 DFCO retained attorney Kym LeGolvan, a workplace investigator, to examine the matter.

24 Id. ¶ 37. William provided a self-compiled “investigative file” to Kym LeGolvan to assist

25 with her investigation. Id.

26 On or about December 20, 2023, William sent an email to DFCO Board Director

27 Anthony Zolezzi, “demanding that DFCO either ‘do it the way we have it laid out in the

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1 document I sent and involve the bigger team in the whole process, the rest of my requests

2 are agreed to and changes implemented, or David (Pickett) is removed or sidestepped for

3 his misconduct. I will not accept anything less.’” Id. ¶ 38.

4 In the same email chain a day later, William followed up with DFCO Board Directors

5 Vincent Monteparte and Anthony Zolezzi, expressing disappointment over not receiving a

6 response. Id. ¶ 39. That same day, Vincent replied, reminding William that he had been

7 assured his concerns would be investigated. Id. Vincent also noted that the timing of

8 William’s complaint would naturally delay the process, due to the holiday season. Id.

9 On December 24, 2023, Anthony responded again, assuring William that his

10 concerns were being taken seriously and addressing what he described as William’s

11 apparent personal issues with David Pickett, stating that personality conflicts would not

12 justify termination or suspension. Id. ¶ 40. He further requested that William submit any

13 additional documentation supporting his claims, but no further documentation was

14 provided. Id.

15 On or about December 24, 2023, William reiterated his allegations in an email to

16 Julie Neill, head of Human Resources for DFCO’s third-party HR provider, Trucept. Id.

17 ¶ 34. He also submitted additional materials and expressed his concerns to both the DFCO

18 board and the company’s auditors. Id. ¶ 35. Following receipt of William’s complaints, the

19 DFCO Board established an Audit Committee in or around December 2023 to investigate

20 the allegations. Id. ¶ 36. The committee was composed of DFCO Board Directors Vincent

21 Monteparte and Anthony Zolezzi. Id.

22 William has consistently alleged “that a shipping document from Caledonian Freight

23 was altered to change the shipping date from the original date of June 29, 2023 to March

24 29, 2023 for the purpose of Likido being able to claim the revenue from the Apclen sale in

25 the first quarter.” Id. ¶ 43. However, “[o]n January 4, 2024, Human Resources Director

26 Rachel Henton conducted an interview with William to discuss his concerns” where

27 William admitted that “shipping of the Likido units occurred in March 2023 and that the

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1 order was completed using two existing units located in Spain and two that were eventually

2 completed.” Id. ¶¶ 41–42.

3 “On or about January 16, 2024 [DFCO] submitted an 8k filing which notified the

4 SEC of [William’s] concerns.” Id. ¶ 45. By February 2, 2024, Kym LeGolvan, the

5 workplace investigator, had concluded her investigation, finding it “inconclusive” and

6 stating that the available evidence—provided entirely by William—“did not prove or

7 disprove that the documents were falsified.” Id. ¶ 44. Following the investigation’s

8 conclusion, an updated 8-K was filed with the SEC indicating that no issues had been

9 found. Id. ¶ 45.

10 As of June 30, 2024, an audit discovered that Apclen had not paid Likido Ltd. the

11 amount owed for the four heat pump units that Likido Ltd. had previously recorded in

12 revenue, and the accounts receivable was deemed questionable. Id. ¶ 29. As a result, Likido

13 Ltd. wrote off the revenue as a bad debt expense and returned the units to Scotland. Id.

14 On or about September 10, 2024, William sent a letter to the Likido Ltd. board

15 reiterating the same claims, including accusations of fraudulent documents being submitted

16 to both the UK and corporate auditors. Id. ¶ 46. In response, Likido Ltd. held an emergency

17 board meeting on September 12, 2024, and a follow-up investigation was initiated. Id.

18 As part of the investigation, DFCO CEO Brian Bonar spoke with the UK auditors

19 who stated that they were “satisfied with the information provided to date” and that they

20 intended to continue to provide audit support to the company, “despite William’s claims

21 that [the auditors] were suspending all work for this company due to” DFCO’s potential

22 misconduct. Id. ¶ 47. They also confirmed that they were “satisfied with the documentation

23 provided regarding the debt write-off in June 2024 for the Apclen transaction.” Id.

24 On September 30, 2024, William sent an email to DFCO’s U.S. auditors reiterating

25 his prior concerns and accusing David Pickett of providing altered documents to the

26 auditors. Id. ¶ 49. However, William again failed to provide any documentary evidence

27 supporting his claims. Id.

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1 In the same lengthy email, William falsely claimed he was bullied and harassed for

2 filing complaints with the DFCO board and the SEC. Id. ¶ 50. “He further state[d] that he

3 was dismissed from the company” and that his email access had been revoked. Id.

4 However, William voluntarily resigned from employment on August 30, 2024, and from

5 the Board of Directors on September 30, 2024—facts he acknowledged in the email. Id.

6 His email access was revoked in accordance with company policy, which mandates

7 termination of email access upon any employee’s resignation or termination. Id.

8 In October of 2024, DFCO’s U.S. auditors resigned, requiring the company to retain

9 a new audit firm. Id. ¶ 51. DFCO also had to engage legal counsel in the UK to address

10 William’s ongoing false claims and harassment, resulting in additional costs and fees. Id.

11 In or around October 15, 2024, Plaintiffs learned that William had been contacting

12 Likido Ltd. employees and spreading false information that the company would cease

13 operations within ninety-two days, causing concern among the staff. Id. ¶ 52.

14 On October 21, 2024, DFCO CEO Brian Bonar received an email from a Scotland

15 employee with two letters from His Majesty’s Revenue & Customs (“HMRC”), the UK’s

16 taxing authority. Id. ¶ 53. The first notice referenced an unpaid tax debt of €108,577.32

17 (approximately $140,954.59 USD) for Deposition Tech. for the period ending March 31,

18 2022—a time preceding DFCO’s acquisition of the company from William on April 4,

19 2022. Id.; id. ¶ 11. This liability was never disclosed during the acquisition, but the letter

20 noted that several earlier notices had been ignored, suggesting William had been aware of

21 the tax issues prior to DFCO’s acquisition of the company but had failed to inform DFCO.

22 Id. ¶ 53. The second notice stated that a previously submitted Research and Development

23 tax credit claim for the same accounting period had been rejected. Id. ¶ 54.

24 On or about October 29, 2024, DFCO was notified by its project team in Switzerland

25 that William had contacted a client and made disparaging statements about the company,

26 casting doubt on the project’s viability. Id. ¶ 56. Concerned, the client reached out to a

27 DFCO representative to discuss what they had heard. Id.

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1 It also became known to DFCO in October of 2024 that William had “personally

2 interfered with the sale of 75 heat pump units basically ordering other employees to stop

3 selling the units. [William] stated to employees that he did not ‘consider that the business

4 was viable going forward,’” id. ¶ 58, and that he had begun “contacting Plaintiff’s

5 customers with the intent to interfere with customer relations,” id. ¶ 59.1

6 “On or about November 1, 2024 Plaintiff inadvertently received an email regarding

7 a meeting with William, Jillian and potential[ly] Ian discussing Plaintiff’s EVOS units.”

8 Id. ¶ 57. None of these individuals have any right or authority to sell, transfer, or otherwise

9 encumber Plaintiff’s property, including the EVOS units. Id.

10 “Since William initiated the second investigation and filed various complaints,

11 Plaintiffs[’] stock price has plummeted, at one point dropping from $0.17 to $0.01. which

12 is an estimated share price loss to Plaintiffs in the amount of approximately

13 $7,200,000.00.” Id. ¶ 55. Furthermore, once William left the company in September of

14 2024, “Defendant Marion [Bonar] [ ] created a hostile work environment at [DFCO’s]

15 facility in Scotland. Marion was upset that she was not included in an interview of a

16 potential employee and commented that it didn’t matter because ‘the business isn’t even

17 going to be here in six weeks.’” Id. ¶ 60. And Defendant Samantha Mackenzie “joined

18 William, Ian and Marion in litigation in the United Kingdom challenging the terms of the

19 Purchase Agreement for Silicon Services Consortium, some two years after the agreement

20 was executed and implemented.” Id. ¶ 61.

21 Further investigation in September of 2024, during a site visit by Plaintiff’s U.S.

22 representatives, revealed that several items had gone missing from the Scotland facility. Id.

23 ¶ 63. These missing items included “employment manuals, proprietary drawings, [and]

24 technical manuals regarding the installation, maintenance and repair of the heat pump

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1 The Court presumes that the Complaint’s reference to “Dylan” is a typographical error and construes the

27 allegations as directed against Defendant William Bonar, given the surrounding context and the absence

of any other mention of a “Dylan” in the Complaint.

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1 units.” Id. This occurred just prior to William’s final departure. Id. Additionally,

2 Defendants have refused to return “all of the corporate books associated with Dalrada

3 Technology Ltd., Deposition Technology Ltd., Silicon Services Consortium and Likido

4 Ltd[.],” despite repeated requests. Id. ¶ 64.

5 III. DISCUSSION

6 A. Motion to Strike Arguments in Defendants’ Replies (ECF No. 24)

7 In their Replies to the Motions to Dismiss for Lack of Personal Jurisdiction and the

8 Anti-SLAPP Motion to Strike (ECF Nos. 18–22), Defendants contend that “Plaintiff’s

9 Attorney, Andrew L. Jones, does not satisfy this Court’s pro-hac vice requirements.” (ECF

10 Nos. 18 at 7, 19–22 at 5.) Specifically, Defendants contend that “[p]ublic record

11 information indicates Mr. Jones regularly engages in business, professional and other

12 activities in California,” which is expressly prohibited under Local Rule 83.3.c.4. Id. In

13 support, Defendants attach exhibits containing such public records to their Replies, which

14 include Mr. Jones’ personal identifying information, such as his address. (See ECF Nos.

15 18 at 11–75, 19–22 at 8–69, 18-1, 19-1, 20-1, 21-1 & 22-1.)

16 Plaintiffs move to strike these contentions from Defendants’ Replies on the grounds

17 that they improperly raise new arguments in reply and improperly disclose personal

18 identifying information. (ECF No. 24.) Plaintiffs also request the Court enter sanctions

19 against Defendants. Id. at 4–5.

20 The Court reminds Plaintiffs’ counsel that Local Rule 83.3.c.4 states that:

21 [a]n attorney not eligible for admission under Civil Local Rule 83.3.c hereof,

but who is a member in good standing of, and eligible to practice before, the

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bar of any United States Court or of the highest court of any state or of any

23 territory or insular possession of the United States, who is of good moral

character, and who has been retained to appear in this court, and who agrees

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to adhere to this court’s rules, including without limitation, the Court’s Code

25 of Conduct under Civ. L.R. 2.1 and Crim. L.R. 2.1, may, upon written

application and in the discretion of the Court, be permitted to appear and

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participate in a particular case. Unless authorized by the Constitution of the

27 United States or acts of Congress, an attorney is not eligible to practice

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1 pursuant to this local rule if any one or more of the following apply to the

attorney: (1) resides in California, (2) is regularly employed in California,

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or (3) is regularly engaged in business, professional, or other activities in

3 California.

4 The pro hac vice application must be presented to the Clerk, along with an

5 admission fee in the amount set by the judges of this court by general order.

The fees must be deposited in the nonappropriated funds of the Court and

6 divided between the library fund and the pro-bono fund in the manner

7 designated by such general order. The application must state under penalty

of perjury (1) the attorney’s city and state of residence and office address;

8 (2) by what court(s) the attorney has been admitted to practice and the date(s)

9 of admission; (3) that the attorney is in good standing and eligible to practice

in said court; (4) that the attorney is not currently suspended or disbarred in

10 any other court; (5) if the attorney has concurrently or within one year

11 preceding the current application made any pro hac vice application to this

court, the title and the number of each matter wherein the application was

12 made, and the date of application, and whether or not the application was

13 granted; and (6) that the attorney has read, understands and agrees to adhere

to each of this Court’s Rules, including, without limitation, the Court’s Code

14 of Conduct under Civ. L.R.2.1 and Crim. L.R. 2.1. The attorney must also

15 designate in the application a member of the bar of this court with whom the

Court and opposing counsel may readily communicate regarding the conduct

16 of the case and upon whom papers will be served. The attorney must file with

17 such application the address, telephone number and written consent of such

designee.

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S.D. Cal. CivLR 83.3.c.4.

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20 The docket reflects that Plaintiffs’ counsel, Andrew Jones—who signed Plaintiffs’

21 Responses in Opposition to the Motions to Dismiss and the Anti-SLAPP Motion (ECF

22 Nos. 12, 14–17)—did so while seemingly intending to appear pro hac vice without having

23 submitted a pro hac vice application, in violation of Local Rule 83.3.c.4. Specifically, the

24 filings signed by Jones state that Jones is a member of the Texas bar. The Court accepts

25 these filings (ECF Nos. 12, 14–17), for the limited purpose of resolving the pending

26 motions (ECF Nos. 6–10) but cautions Plaintiffs’ counsel that any future noncompliant

27 filings will be stricken from the record. To appear before this Court, Jones must either

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1 submit a proper pro hac vice application for the Court’s approval or otherwise establish

2 eligibility to appear under Local Rule 83.3.

3 Plaintiffs’ Motion to Strike Arguments in Defendants’ Replies requests the Court

4 strike Defendants’ “new arguments” and order Defendants to “refile redacted Reply

5 Briefs.” (ECF No. 24 at 5.) The Court finds that Defendants’ Reply Briefs contain Andrew

6 Jones’ personal identifying information. Accordingly, the Clerk of the Court is directed to

7 strike Defendants’ Replies (ECF Nos. 18–22) in their entirety. Defendants shall re-file their

8 Replies excluding all exhibits that contain Jones’ personal identifying information. (See

9 ECF Nos. 18 at 15–75, 19–22 at 8–69, 18-1 at 5–65, 19-1, 20-1, 21-1 & 22-1.) Defendants

10 may retain the section titled “Plaintiff’s Attorney, Andrew L. Jones, Does Not Satisfy This

11 Court’s Pro Hac Vice Requirements” but must exclude any references to exhibits that

12 contain Jones’ personal identifying information.

13 Plaintiffs’ request for sanctions is denied at this time. Plaintiffs have not

14 demonstrated that Defendants acted in bad faith or that this case meets the “rare and

15 exceptional” standard warranting sanctions. See Fink v. Gomez, 239 F.3d 989, 992 (9th

16 Cir. 2001) (fee sanctions apply when a party acts in bad faith, vexatiously, wantonly, or for

17 improper purposes) (citing Chambers v. NASCO, Inc., 501 U.S. 32, 45–46 (1991)); see also

18 United States v. Rico, 619 F. App’x 595, 601 (9th Cir. 2015) (“[S]anctions should be

19 reserved for the ‘rare and exceptional case.’”).

20 Plaintiffs’ Motion to Strike Arguments in Defendants’ Replies (ECF No. 24) is

21 granted in part and denied in part as described above. The Clerk of the Court shall strike

22 Defendants’ Replies (ECF Nos. 18–22) in their entirety. Defendants must refile their

23 Replies within ten days of the issuance of this Order, excluding exhibits that contain

24 Andrew Jones’ personal identifying information (see ECF Nos. 18 at 15–75, 19–22 at 8–

25 69, 18-1 at 5–65, 19-1, 20-1, 21-1 & 22-1).

26 / / /

27 / / /

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1 B. The Motions to Dismiss for Lack of Personal Jurisdiction Under Rule

12(b)(2) (ECF Nos. 6–9)

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3 On a motion to dismiss a complaint for lack of personal jurisdiction, the plaintiff

4 bears the burden of establishing personal jurisdiction. Farmers Ins. Exch. v. Portage La

5 Prairie Mut. Ins. Co., 907 F.2d 911, 912 (9th Cir. 1990). Where the motion to dismiss is

6 based on written materials rather than an evidentiary hearing, “the plaintiff need only make

7 a prima facie showing of jurisdictional facts” to satisfy this burden. Dole Food Co. v. Watts,

8 303 F.3d 1104, 1108 (9th Cir. 2002) (citation and internal quotation omitted). While the

9 plaintiff cannot “simply rest on the bare allegations of its complaint,” Amba Mktg. Sys.,

10 Inc. v. Jobar Int’l, Inc., 551 F.2d 784, 787 (9th Cir. 1977), uncontroverted allegations in

11 the complaint must be taken as true. AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586,

12 588 (9th Cir. 1996). Conflicts between parties over statements contained in affidavits must

13 be resolved in the plaintiff’s favor. Id.; see also Bancroft & Masters, Inc. v. Augusta Nat’l,

14 Inc., 223 F.3d 1082, 1087 (9th Cir. 2000) (“Because the prima facie jurisdictional analysis

15 requires us to accept the plaintiff’s allegations as true, we must adopt [the plaintiff’s]

16 version of events for purposes of this appeal.”). “[I]f a plaintiff’s proof is limited to written

17 materials, it is necessary only for these materials to demonstrate facts which support a

18 finding of jurisdiction in order to avoid a motion to dismiss.” Data Disc, Inc. v. Sys. Tech.

19 Assocs., Inc., 557 F.2d 1280, 1285 (9th Cir. 1977).

20 The exercise of personal jurisdiction over a nonresident defendant must be

21 authorized under the state’s long-arm statute and must satisfy the due process clause of the

22 United States Constitution. Pac. Atl. Trading Co. v. M/V Main Express, 758 F.2d 1325,

23 1327 (9th Cir. 1985). California’s long-arm statute permits the exercise of personal

24 jurisdiction “on any basis not inconsistent with the Constitution of this state or the United

25 States.” Cal. Civ. Proc. Code § 410.10. Under due process analysis, a defendant may be

26 subject to either general or specific personal jurisdiction. Helicopteros Nacionales de

27 Columbia, S.A. v. Hall, 466 U.S. 408, 414 (1984).

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1 1. General Jurisdiction

2 To exercise general jurisdiction over a non-resident defendant, the defendant must

3 have “continuous and systematic” contacts that “approximate physical presence in the

4 forum state.” Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 801 (9th Cir. 2004)

5 (citations and internal quotations omitted).

6 The Complaint alleges no facts indicating that any of the Specially Appearing

7 Defendants had “continuous and systematic” contacts in California. Instead, the Complaint

8 alleges only that the Specially Appearing Defendants are either residents of Scotland or the

9 UK. Accordingly, the Court concludes Plaintiffs have failed to make a prima facie showing

10 that this Court has general personal jurisdiction over the Specially Appearing Defendants.

11 2. Specific Jurisdiction

12 The Ninth Circuit analyzes specific jurisdiction according to a three-prong test:

13 (1) The non-resident defendant must purposefully direct his activities or

consummate some transaction with the forum or resident thereof; or perform

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some act by which he purposefully avails himself of the privilege of

15 conducting activities in the forum, thereby invoking the benefits and

protections of its laws;

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17 (2) the claim must be one which arises out of or relates to the defendant’s

forum-related activities; and

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(3) the exercise of jurisdiction must comport with fair play and substantial

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justice, i.e. it must be reasonable.

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Menken v. Emm, 503 F.3d 1050, 1057 (9th Cir. 2007). With respect to the first prong,

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“‘foreseeability’ alone has never been a sufficient benchmark for personal jurisdiction

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under the Due Process Clause.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286,

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295 (1980). “Rather, it is that the defendant’s conduct and connection with the forum State

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are such that he should reasonably anticipate being haled into court there.” Id. at 297. “The

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question is whether a defendant has followed a course of conduct directed at the society or

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economy existing within the jurisdiction of a given sovereign, so that the sovereign has the

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power to subject the defendant to judgment concerning that conduct.” J. McIntyre Mach.,

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1 Ltd. v. Nicastro, 564 U.S. 873, 884 (2011) (plurality opinion).

2 “[T]he purposeful direction or availment requirement for specific jurisdiction is

3 analyzed in intentional tort cases under the ‘effects’ test derived from Calder v. Jones, 465

4 U.S. 783 … (1984).” Dole, 303 F.3d at 1111. “[T]he ‘effects’ test requires that the

5 defendant allegedly have (1) committed an intentional act, (2) expressly aimed at the forum

6 state, (3) causing harm that the defendant knows is likely to be suffered in the forum state.”

7 Id. Whether an act is “expressly aimed” at the forum state requires “something more” than

8 “foreseeable effects in the forum state.” Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1156

9 (9th Cir. 2006). It is not sufficient that the non-resident defendant “directed his conduct at

10 plaintiffs whom he knew had [forum state] connections.” Walden v. Fiore, 571 U.S. 277,

11 289 (2014).

12 The Specially Appearing Defendants contend that they are residents of either the UK

13 or Scotland and that Plaintiffs have failed to adequately allege that they purposefully

14 availed themselves of the forum of this Court or any court in the United States. (See ECF

15 Nos. 6–9 at 7.) The Specially Appearing Defendants contend that Plaintiffs’ Complaint

16 states that any trade secrets allegedly divulged “were located in Scotland, not in the U.S.”

17 Id. The Specially Appearing Defendants contend that their burden in defending this lawsuit

18 in the United States is significant because they have always been residents of the UK or

19 Scotland and because most of the discovery in this case will be centered in Scotland. Id.

20 Plaintiffs contend that the Specially Appearing Defendants “committed tortious acts

21 directed at Plaintiffs in California, namely tortious interference with contractual relations,

22 tortious interference with business relations, business disparagement, defamation and

23 misappropriation of trade secrets.” (ECF Nos. 14–17 at 3.) Particularly, Plaintiffs contend

24 that Plaintiff DFCO is “registered to do business in the state of California” and “is the

25 parent company of Plaintiff [Deposition Tech.], a United Kingdom company, as well as

26 other companies set forth in the original Complaint, i.e. Likido, Ltd., Dalrada Technology,

27 Ltd. and Silicon Services Consortium.” Id. Plaintiffs contend that the Specially Appearing

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1 Defendants held positions in Deposition Tech., Dalrada Technology, Ltd., and Likido, Ltd.

2 and conspired “to do harm in both reputation and revenue” to DFCO by directing their

3 actions at the parent company. Id. Plaintiffs contend that “[t]he UK subsidiaries were and

4 are not independent entities able to conduct business without the approval, oversight or

5 financial backing of DFCO.” Id. at 4.

6 The vast majority of Plaintiffs’ allegations in the Complaint are specific to William

7 Bonar, who is not moving to dismiss the Complaint pursuant to Rule 12(b)(2). The

8 remaining allegations against the Specially Appearing Defendants stem entirely from (1)

9 the creation of a “hostile work environment at Plaintiff’s facility in Scotland” by Specially

10 Appearing Defendant Marion Bonar; (2) Plaintiffs’ inadvertent receipt of an email

11 “regarding a meeting with [Defendants] William [Bonar], Jillian [Hughes], and

12 potential[ly] Ian [Mackenzie] discussing Plaintiff’s EVOS units”; and (3) litigation in the

13 United Kingdom brought by Samantha Mackenzie, Ian Mackenzie, Marion Bonar, and

14 William Bonar, “challenging the terms of the Purchase Agreement for Silicon Services

15 Consortium.” (See Compl. ¶¶ 57, 60–61.) As in Walden v. Fiore, “[i]t is undisputed that no

16 part of [the Specially Appearing Defendants’] course of conduct occurred in [California].”

17 571 U.S. at 288. There are no allegations that the Specially Appearing Defendants “traveled

18 to, conducted activities within, contacted anyone in, or sent anything or anyone to

19 [California].” Id. at 289. Plaintiffs’ contentions “improperly attribute[ ] a plaintiff’s forum

20 connections to the defendant[s] and make[ ] those connections ‘decisive’ in the

21 jurisdictional analysis.” Id.

22 Plaintiffs’ contention that the Specially Appearing Defendants conspired to harm

23 DFCO by directing their actions towards it does not create personal jurisdiction over them

24 because “mere injury to a forum resident is not a sufficient connection to the forum … an

25 injury is jurisdictionally relevant only insofar as it shows that the defendant has formed a

26 contact with the forum state.” Id. at 290; see also Picot v. Weston, 780 F.3d 1206, 1214

27 (9th Cir. 2015) (emphasizing the importance of alleging facts that connect a defendant’s

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1 conduct to the forum state and not merely to the plaintiff); Ayla, LLC v. Alya Skin Pty. Ltd.,

2 11 F.4th 972, 980 (9th Cir. 2021) (noting that the defendant’s only connection to the forum

3 cannot be the plaintiff). The mere fact that DFCO, as the parent company of subsidiaries

4 operating in the UK and Scotland, ultimately sustained the injuries inflicted on those

5 subsidiaries does not create a meaningful connection between the Specially Appearing

6 Defendants and California. Id.

7 Accordingly, the Court finds that Plaintiffs have failed to satisfy their burden of

8 establishing any basis for personal jurisdiction over the Specially Appearing Defendants

9 and grants the Motions to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2)

10 (ECF Nos. 6–9). Defendants Marion Bonar, Samantha Mackenzie, Ian Mackenzie, and

11 Jillian Hughes are dismissed without prejudice from this action.

12 3. Plaintiffs’ Request for Jurisdictional Discovery

13 In their Responses in Opposition to Defendants’ Motions to Dismiss pursuant to

14 Federal Rule of Civil Procedure 12(b)(2), Plaintiffs state that “[i]f the Court finds

15 Plaintiff’s [sic] allegations insufficient, Plaintiff[s] respectfully request[ ] jurisdictional

16 discovery to further establish Defendant[s’] California contacts.” (See ECF Nos. 14–17 at

17 7.)

18 “A court may permit discovery to aid in determining whether it has in personam

19 jurisdiction.” Data Disc, Inc., 557 F.2d at 1285 n.1. “In granting discovery, the trial court

20 is vested with broad discretion ….” Id. “[W]here pertinent facts bearing on the question of

21 jurisdiction are in dispute, discovery should be allowed.” Am. W. Airlines, Inc. v. GPA

22 Grp., Ltd., 877 F.2d 793, 801 (9th Cir. 1989). “In order to obtain discovery on jurisdictional

23 facts, the plaintiff must at least make a colorable showing that the Court can exercise

24 personal jurisdiction over the defendant.” Mitan v. Feeney, 497 F. Supp. 2d 1113, 1119

25 (C.D. Cal. 2007). “This colorable showing should be understood as something less than a

26 prima facie showing, and could be equated as requiring the plaintiff to come forward with

27 some evidence tending to establish personal jurisdiction over the defendant.” Id. However,

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1 “[w]here a plaintiff’s claim of personal jurisdiction appears to be both attenuated and based

2 on bare allegations in the face of specific denials made by the defendants, the Court need

3 not permit even limited discovery.” Pebble Beach Co., 453 F.3d at 1160. A court need not

4 grant discovery based on “purely speculative allegations of attenuated jurisdictional

5 contacts ….” Getz v. Boeing Co., 654 F.3d 852, 860 (9th Cir. 2011).

6 In this case, the Court finds that the discovery Plaintiffs seek would not change the

7 jurisdictional analysis. Plaintiffs’ “claim of personal jurisdiction appears to be both

8 attenuated and based on bare allegations in the face of specific denials made by” the

9 Specially Appearing Defendants. Pebble Beach, 453 F.3d at 1160. Plaintiffs fail to make a

10 “colorable showing” of personal jurisdiction in this case. Mitan, 497 F. Supp. 2d at 1119.

11 The Court therefore declines to exercise its discretion to permit jurisdictional discovery.

12 C. Anti-SLAPP Motion to Strike (ECF No. 10)

13 Under California Code of Civil Procedure § 425.16(b)(1) (“anti-SLAPP”), “[a]

14 cause of action against a person arising from any act of that person in furtherance of the

15 person’s right of petition or free speech under the United States Constitution or the

16 California Constitution in connection with a public issue shall be subject to a special

17 motion to strike, unless the court determines that the plaintiff has established that there is

18 a probability that the plaintiff will prevail on the claim.” Cal. Civ. Proc. Code

19 § 425.16(b)(1); see also Thomas v. Fry’s Elecs., Inc., 400 F.3d 1206, 1206 (9th Cir. 2005)

20 (explaining that the California anti-SLAPP statute may be enforced in federal court).

21 The California Supreme Court has established a two-step burden-shifting framework

22 to evaluate anti-SLAPP motions. Baral v. Schnitt, 205 Cal. Rptr. 3d 475, 490 (Cal. 2016).

23 First, “the moving defendant bears the burden of identifying all allegations of protected

24 activity, and the claims for relief supported by them.” Id. The defendant must demonstrate

25 that “relief is sought based on allegations arising from activity protected by the statute.”

26 Id. If that standard is met, the second step applies and “the burden shifts to the plaintiff to

27

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1 demonstrate that each challenged claim based on protected activity is legally sufficient and

2 factually substantiated.” Id.

3 The California Court of Appeal has clarified that when a defendant seeks to strike

4 the entire complaint but fails to “identify in their motion individual claims or allegations

5 that should be stricken even if the entire complaint were not,” the defendant has failed to

6 satisfy their burden under the first prong if the trial court “conclude[s]—correctly—that

7 the complaint presented at least one claim that did not arise from anti-SLAPP protected

8 conduct.” Park v. Nazari, 93 Cal. App. 5th 1099, 1106 (Ct. App. 2023). Although a court

9 “may grant a motion to strike individual allegations of protected activity within a complaint

10 or cause of action,” a court is not required to do so if the “movant has taken the position

11 that the entire complaint arises from protected activity and requests that the entire

12 complaint be stricken.” Id. Specifically, the Court in Park held that

13 while courts may strike less than the entirety of a complaint or pleaded cause

of action, the trial court is not required to take on the burden of identifying the

14

allegations susceptible to a special motion to strike. If a defendant wants the

15 trial court to take a surgical approach, whether in the alternative or not, the

defendant must propose where to make the incisions. This is done by

16

identifying, in the initial motion, each numbered paragraph or sentence in the

17 complaint that comprises a challenged claim and explaining “the claim’s

elements, the actions alleged to establish those elements, and wh[y] those

18

actions are protected.”

19

Id. at 1109 (alteration in original) (quoting Bonni v. St. Joseph Health Sys., 11 Cal. 5th 995,

20

1015 (2021)).

21

The Anti-SLAPP Motion to Strike asserts that, “the Complaint for Damages filed by

22

the Plaintiffs is itself prima facie pleadings based and emanating from the filing by

23

Defendant William Ian Martin Bonar … of a complaint for fraud with the” SEC. (ECF No.

24

10 at 7.) The Motion goes on to assert that “[a]ll of the statement of facts are statements

25

tied to the SEC complaint. And each of the causes of actions pled, tie to and emanate from,

26

27

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1 as they specifically incorporate these allegations, to the whistleblower action.” Id. (internal

2 citations omitted).

3 The Anti-SLAPP Defendants request that the Court strike the Complaint in its

4 entirety, but they do not identify “each numbered paragraph or sentence in the complaint

5 that comprises [the] challenged claim[s] [nor do they] explain[ ] ‘the claim’s elements, the

6 actions alleged to establish those elements, and wh[y] those actions are protected.’” Park,

7 93 Cal. App. 5th at 1109 (alteration in original) (quoting Bonni, 11 Cal. 5th at 1015).

8 Plaintiffs contend that “the conduct of Mr. Bonar by intentionally interfering with

9 Plaintiffs[’] business activities and continued harassment are not protected activities under

10 the First Amendment of the U.S. Constitution and therefore,” Defendants’ assertion that

11 the Complaint is entirely predicated on Defendant William Bonar’s SEC complaint must

12 fail. (ECF No. 12 at 3.) Plaintiffs additionally contend that,

13 [t]he Defendants’ conduct giving rise to this case, such as contacting

customers of Plaintiffs in Switzerland on or about October 29, 2024, almost a

14

year after Mr. Bonar filed the SEC complaint as well as other customers in an

15 effort to interfere with contractual relations and business revenue, nor

continued disparagement, or creating a hostile work environment, taking

16

proprietary information from the company, breaching their fiduciary duties to

17 the company, etc. have absolutely nothing to do with petition for the right to

free speech protections of Cal. Code of Civ. Proc. §425.16.

18

19 Id. at 4.

20 Although many of Plaintiffs’ factual allegations concern Defendant William Bonar’s

21 SEC complaint, the Court finds that at least some allegations are independent of any such

22 protected activity. These include allegations that Defendants “disclosed [Plaintiffs’] trade

23 secrets to other parties for the purpose of misappropriation” (Compl. ¶ 119); “engaged in

24 conversations with potential customers without the knowledge or permission of Plaintiff in

25 an effort to personally benefit from Plaintiff’s trade secrets,” id.; that “[William] had

26 personally interfered with the sale of 75 heat pump units basically ordering other

27 employees to stop selling the units,” id. ¶ 58; and that William “contact[ed] Plaintiff’s

28 20

1 customers with the intent to interfere with customer relations,” id. ¶ 59. These factual

2 allegations seemingly support causes of action—including breach of fiduciary duty,

3 defamation, tortious interference with contractual relations, and misappropriation of trade

4 secrets—that either do not involve protected activity or are “so-called ‘mixed causes of

5 action’ that combine[ ] allegations of activity protected by the statute with allegations of

6 unprotected activity.” Baral, 205 Cal. Rptr. 3d at 478.

7 Because the Anti-SLAPP Defendants have not satisfied their initial burden under the

8 first prong of the Baral framework—i.e., they have not demonstrated that the entire

9 Complaint arises from protected conduct under § 425.16 nor have they otherwise identified

10 the specific claims and causes of action which they challenge—the Court cannot proceed

11 to the second prong. Furthermore, even if the Court could exercise its discretion to “take

12 on the burden of identifying the allegations susceptible to a special motion to strike,” Park,

13 93 Cal. App. 5th at 1109, it would decline to exercise such discretion in this case, based

14 upon the vague allegations of the Complaint and Defendants’ failure to move to dismiss

15 any causes of action as inadequately pled pursuant to Federal Rules of Civil Procedure 8

16 and 12(b)(6). Accordingly, the Anti-SLAPP Motion to Strike the Complaint and

17 Defendants’ request for attorneys’ fees pursuant to California’s Anti-SLAPP statute are

18 denied.

19 IV. CONCLUSION

20 IT IS HEREBY ORDERED that the Motions to Dismiss pursuant to Rule 12(b)(2)

21 (ECF Nos. 6–9) are granted. Defendants Marion Bonar, Samantha Mackenzie, Ian

22 Mackenzie, and Jillian Hughes are dismissed for lack of personal jurisdiction.

23 IT IS FURTHER ORDERED that the Anti-SLAPP Motion to Strike (ECF No. 10)

24 is denied in its entirety. Defendant William Bonar shall file an answer to the Complaint

25 pursuant to Federal Rule of Civil Procedure 12(a).

26 IT IS FURTHER ORDERED that Plaintiffs’ Motion to Strike Arguments in

27 Defendants’ Replies (ECF No. 24) is granted in part and denied in part as described above.

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1 || The Clerk of the Court shall strike Defendants’ Replies (ECF Nos. 18-22) in their entirety.

2 || Defendants must refile their Replies within ten days of the issuance of this order, excluding

3 exhibits that contain Andrew Jones’ personal identifying information. (See ECF Nos.

4 || 18 at 15—75, 19-22 at 8-69, 18-1 at 5-65, 19-1, 20-1, 21-1 & 22-1.)

5

6 ||Dated: July 15, 2025 BME: Kho Zz. Maa

7 Hon. William Q. Hayes

8 United States District Court

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