Petition for Writ of Certiorari — CoinMarketCap OpCo, LLC, et al., Petitioners v. Ryan Cox

Supreme Court briefMar 4, 2025

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No. _____

In the Supreme Court of the United States

_________

COINMARKETCAP OPCO, LLC AND

BAM TRADING SERVICES, INC., PETITIONERS

RYAN COX

________

ON PETITION FOR A WRIT OF CERTIORARI

TO THE UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

________

PETITION FOR A WRIT OF CERTIORARI

________

MICHAEL J. GLEASON

HAHN LOESER & PARKS LLP

600 West Broadway

Suite 1500

San Diego, CA 92101

JEFFREY A. BRAUER

HAHN LOESER & PARKS LLP

200 Public Square

Suite 2800

Cleveland, OH 44114

Counsel for BAM Trading

Services, Inc.

KAREN R. KING

Counsel of Record

BRIAN A. JACOBS

RAYMOND D. MOSS

MORVILLO ABRAMOWITZ

GRAND IASON & ANELLO P.C.

565 Fifth Avenue

New York, NY 10017

(212) 856-9600

kking@maglaw.com

Counsel for CoinMarketCap

OpCo, LLC

QUESTION PRESENTED

Throughout the United States Code, Congress has

enacted special venue and nationwide service-ofprocess provisions in multiple federal statutes. The

Commodity Exchange Act, 7 U.S.C. § 25(c), contains

such paired provisions, which are “virtually

indistinguishable” from the same provisions found in

the antitrust and securities statutes. App., infra, 14a.

The question presented is:

Whether defendants are subject to personal

jurisdiction in every judicial district nationwide by

virtue of the nationwide service provision, even where

the corresponding special venue provision is not

satisfied.

PARTIES TO THE PROCEEDING

Petitioners CoinMarketCap OpCo, LLC and BAM

Trading Service, Inc. were defendants-appellees in

the court of appeals. Binance Capital Management

Co., Ltd., Changpeng Zhao, Catherine Coley, Yi He,

and Ted Lin were also defendants-appellees in the

court of appeals. Respondent Ryan Cox was plaintiffappellant in the court of appeals.

iii

CORPORATE DISCLOSURE STATEMENT

Petitioner CoinMarketCap OpCo, LLC is a wholly

owned subsidiary of CoinMarketCap LLC, which is a

wholly owned subsidiary of B-CMC Holdings

(Delaware) Inc. In turn, B-CMC Holdings (Delaware)

Inc. is a wholly owned subsidiary of Digital Anchor

Holdings Limited, a privately held company formerly

called Binance Capital Management Co., Ltd. No one

publicly held company owns 10% or more of the stock

of Digital Anchor Holdings Limited.

Petitioner BAM Trading Services, Inc. states that

no parent corporation or any publicly held corporation

owns ten percent or more of its stock.

RELATED PROCEEDINGS

United States District Court (D. Ariz.):

Cox v. CoinMarketCap OpCo LLC et al., Civ. No.

3:21-08197 (Feb. 10, 2023)

United States Court of Appeals (9th Cir.):

Cox v. CoinMarketCap OpCo LLC et al., No. 2315363 (Aug. 12, 2024)

TABLE OF CONTENTS

Opinions below ........................................................... 1

Jurisdiction ................................................................. 1

Statutory provision involved ...................................... 1

Statement ................................................................... 2

A. Background ...................................................... 5

B. Facts and procedural history .......................... 8

Reasons for granting the petition ............................ 11

A. The decision perpetuates a conflict

among the lower courts. ................................ 11

B. The decision below is erroneous. ................... 18

C. The question presented is exceptionally

important and warrants the Court’s

review in this case. ........................................ 21

Conclusion ................................................................ 24

Appendix A — Opinion of the United States

Court of Appeals for the Ninth Circuit,

Filed August 12, 2024.................................... 1a

Appendix B — Order of the United States

District Court for the District of

Arizona, Filed February 10, 2023 ............... 29a

Appendix C — Order of the United States

Court of Appeals for the Ninth Circuit,

Filed December 4, 2024 ............................... 76a

TABLE OF AUTHORITIES

Page(s)

Cases:

Action Embroidery Corp. v. Atlantic

Embroidery, Inc.,

368 F.3d 1174

(9th Cir. 2004) ......................... 5, 10, 14, 15, 22, 23

Atl. Marine Const. Co. v. U.S. Dist.

Ct. for W. Dist. of Texas,

571 U.S. 49 (2013) ................................................ 7

BNSF Ry. Co. v. Tyrrell,

581 U.S. 402 (2017) .............................................. 6

Brunette Mach. Works, Ltd. v. Kockum

Indus., Inc.,

406 U.S. 706 (1972) ............................................ 23

Cox v. CoinMarketCap OPCO, LLC,

2023 WL 1929551 (D. Ariz. 2023) ....................... 1

Cox v. CoinMarketCap OPCO, LLC,

112 F.4th 822 (9th Cir. 2024) .............................. 1

Cumberland Truck Equip. Co. v.

Detroit Diesel Corp.,

401 F. Supp. 2d 415 (E.D. Pa. 2005) ................. 17

Daniel v. Am. Bd. of Emergency Med.,

428 F.3d 408 (2d Cir. 2005) ......................... 12, 13

Denver & R. G. W. R. Co. v. Bhd. of

R. R. Trainmen,

387 U.S. 556 (1967) ............................................ 20

Go-Video, Inc. v. Akai Elec. Co.,

885 F.2d 1406 (9th Cir. 1989) ...........10, 15, 16, 22

Griffin v. Oceanic Contractors, Inc.,

458 U.S. 564 (1982) ............................................ 19

GTE New Media Servs. Inc. v. BellSouth Corp.,

199 F.3d 1343 (D.C. Cir. 2000) .................... 11, 12

In re Auto. Refinishing Paint

Antitrust Litig.,

358 F.3d 288 (3d Cir. 2004) ......................... 16, 17

KM Enterprises, Inc. v. Glob.

Traffic Techs., Inc.,

725 F.3d 718 (7th Cir. 2013) ........................ 13, 14

Leroy v. Great W. United Corp.,

443 U.S. 173 (1979) ........................................ 6, 19

Lyngaas v. Curaden Ag,

992 F.3d 412 (6th Cir. 2021) .............................. 22

Olberding v. Illinois Cent. R. Co.,

346 U.S. 338 (1953) ............................................ 20

SEC v. Ross,

504 F.3d 1130 (9th Cir. 2007) ...................... 10, 15

Sec. Inv. Prot. Corp. v. Vigman,

764 F.2d 1309 (9th Cir. 1985) ...................... 10, 16

TC Heartland LLC v. Kraft Foods

Grp. Brands LLC,

581 U.S. 258 (2017) ............................................ 20

Statutes:

7 U.S.C. § 25(c) ................................ 1, 5, 6, 7, 9, 17, 18

15 U.S.C. § 22 ....................................................... 6, 12

15 U.S.C. § 77v(a) ..............................................6, 9, 15

15 U.S.C. § 78aa ................................................6, 9, 15

28 U.S.C. § 1254(1) ..................................................... 1

28 U.S.C. § 1391 ................................................2, 6, 19

28 U.S.C. § 1391(a) ............................................... 7, 20

28 U.S.C. § 1391(b) ........................................19, 20, 21

28 U.S.C. § 1391(c) ............................ 16, 17, 19, 20, 21

28 U.S.C. § 1391(d) ............................................. 16, 17

vii

Federal Courts Jurisdiction and Venue

Clarification Act of 2011,

Pub. L. No. 112-63, 125 Stat. 758 (2011) ........... 17

Rules:

Fed. R. Civ. P. 4(k) ............................................... 6, 13

Other Authorities:

51 Cong. Rec. 9608, 63d Cong.,

2d Sess. (July 1, 1914),

https://tinyurl.com/4zed2tw8 ............................. 18

51 Cong. Rec. 14324, 63d Cong.,

2d Sess. (Aug. 27, 1914),

https://tinyurl.com/5h75nt27 ............................. 18

Administrative Office of the U.S. Courts,

Federal Judicial Caseload Statistics (2023) ..... 21

American Law Institute, Federal Judicial

Code Revision Project, Venue (2004) .................. 7

H.R. Rep. No. 102-6 (1992)..................................... 5, 6

H.R. Rep. No. 112-10 (2011)............................... 20, 21

Webster’s Third New International

Dictionary (Unabridged) 2283 (1986) ............... 18

PETITION FOR A WRIT OF CERTIORARI

Petitioners CoinMarketCap OpCo, LLC and BAM

Trading Services, Inc. respectfully petition for a writ

of certiorari to review the judgment of the United

States Court of Appeals for the Ninth Circuit in this

case.

OPINIONS BELOW

The opinion of the court of appeals (App., infra, 1a)

is reported at 112 F.4th 822. The decision and order

of the district court granting Petitioners’ motion to

dismiss (App., infra, 29a) is reported at 2023 WL

1929551. The order of the court of appeals denying

rehearing en banc (App., infra, 76a) is unreported.

JURISDICTION

The judgment of the court of appeals was entered

on August 12, 2024. A petition for rehearing was

denied on December 4, 2024. App., infra, 76a. The

jurisdiction of this Court is invoked under 28 U.S.C.

§ 1254(1).

STATUTORY PROVISION INVOLVED

The Commodity Exchange Act, 7 U.S.C. § 25(c),

provides in relevant part:

Any action brought under subsection

(a) of this section may be brought in

any judicial district wherein the

defendant is found, resides, or

transacts business, or in the judicial

district wherein any act or transaction

constituting the violation occurs.

Process in such action may be served in

any judicial district of which the

defendant is an inhabitant or wherever

the defendant may be found.

STATEMENT

Paired venue and nationwide service-of-process

provisions are found in numerous federal statutes

including the Commodity Exchange Act, Clayton Act,

Securities Act, and Securities Exchange Act. The

federal courts of appeals are divided on whether to

read these provisions as an integrated whole, or

whether to ignore the venue provision, for purposes of

assessing personal jurisdiction over a defendant. The

competing

approaches

have

far-reaching

consequences for defendants and principles of

constitutional due process.

Courts reading the

statutes as an integrated whole require plaintiffs to

satisfy both provisions, and protect defendants from

being haled into jurisdictions where their activities

are not sufficient to establish general or specific

personal jurisdiction. Courts that treat the service

provision in isolation, and that permit pairing with

the General Venue Statute, 28 U.S.C. § 1391, instead

of the statutory venue provision, have converted

nationwide service into a basis for personal

jurisdiction and venue in any district, regardless of

the touchpoints of the defendant with the forum.

Because of this split among the courts of appeals,

defendants are subject to different rules in different

parts of the country, and venue provisions in longstanding federal statutes have effectively been erased

by certain courts.

Plaintiff, an Arizona resident and purported

purchaser of the cryptocurrency HEX, commenced

this lawsuit in the federal district court in Arizona,

alleging that defendants violated the Commodity

Exchange Act in connection with HEX’s low ranking

on CoinMarketCap’s website. None of the defendants

had any presence in Arizona—Petitioners are

incorporated and have principal places of business in

other states, and the foreign defendants have no

presence in the United States—and all moved to

dismiss the action for lack of personal jurisdiction. In

his opposition to the motion to dismiss, Cox asserted

for the first time that personal jurisdiction was

established by the Commodity Exchange Act’s

nationwide

service-of-process

provision,

notwithstanding the fact that the corresponding

venue provision of the statute was not satisfied. The

district court rejected this argument and granted the

motions to dismiss based on lack of personal

jurisdiction, finding that the Commodity Exchange

Act’s service provision must be read in conjunction

with the venue provision, and that both provisions

must be established in order to give rise to personal

jurisdiction in the forum. Because Cox failed to

demonstrate that any defendant had sufficient

contacts with Arizona to satisfy the venue provision,

the district court dismissed the complaint for lack of

personal jurisdiction.

On appeal, the Ninth Circuit affirmed dismissal of

the foreign defendants but reversed dismissal of

Petitioners, concluding that plaintiffs need not satisfy

the venue provision of the Commodity Exchange Act,

and that the Act’s nationwide service provision gives

rise to nationwide venue and nationwide personal

jurisdiction.

That decision perpetuates a conflict among the

federal courts of appeals as to whether, in

determining venue and personal jurisdiction over

domestic defendants like Petitioners, the paired

venue and nationwide service provisions found in the

commodities, antitrust, and securities laws should be

interpreted as a whole, or whether the provisions

should be interpreted independently (thus rendering

the special venue provision meaningless). The Ninth

Circuit stands alone in its “independent” approach,

while the D.C., Second, and Seventh Circuits follow

the “dependent” approach, requiring courts to read

the special venue and service-of-process provisions as

an integrated whole, based on legislative history and

foundational tenets of statutory interpretation. The

Third Circuit has taken yet another approach,

permitting courts to treat the nationwide service

provision as an independent provision vis-à-vis

foreign defendants, while emphasizing that foreign

defendants are treated differently than domestic

defendants for purposes of venue. As a result of this

split, district courts vary widely in their

interpretations of the special provisions, with some

mandating that the provisions be read as an

integrated whole and others allowing plaintiffs to hale

defendants into jurisdictions to which they have no

ties.

The question presented is of exceptional

importance

ensure

consistency

the

interpretation of multiple federal statutes and to

preserve constitutional principles of due process. The

Court should grant review to resolve the split among

the courts of appeals and to make clear that the

special venue and nationwide service provisions must

be read as an integrated whole.

A. Background

1. Congress enacted the Commodity Exchange

Act of 1936 to regulate all commodities and futures

trading activities in the United States. In 1992,

Congress amended the Act to include a dual special

venue and nationwide service-of-process provision.

See Futures Trading Practices Act of 1992, H.R. Rep.

No. 102-6 (1992). Section 25(c) of the Commodity

Exchange Act, as codified, states:

Any action brought under subsection (a)

of this section may be brought in any

judicial district wherein the defendant is

found, resides, or transacts business, or

in the judicial district wherein any act or

transaction constituting the violation

occurs. Process in such action may be

served in any judicial district of which

the defendant is an inhabitant or

wherever the defendant may be found.

7 U.S.C. § 25(c) (emphasis added). Section 25(c) thus

sets venue and authorizes nationwide service in

consecutive clauses within the same provision.

Section 25(c)’s special venue and nationwide

service provisions are “virtually indistinguishable”

from the same provisions found in the antitrust and

securities laws. App., infra, 14a. “Section 27 of the

Exchange Act was modeled after Section 12 of the

Clayton Act,” Action Embroidery Corp. v. Atlantic

Embroidery, Inc., 368 F.3d 1174, 1179 (9th Cir. 2004).

Section 25(c) of the Commodity Exchange Act, in turn,

was modeled after the securities laws to “place

commodity futures customers on the same footing as

securities customers.” H.R. Rep. 102-6, at 57 (1992).1

2. “Personal jurisdiction” constitutes the court’s

power over the parties, which must be established

before a court has the power to issue a binding order.

See Leroy v. Great W. United Corp., 443 U.S. 173, 180

(1979). “Congress’ typical mode of providing for the

exercise of personal jurisdiction has been to authorize

service of process.” BNSF Ry. Co. v. Tyrrell, 581 U.S.

402, 409 (2017). Federal Rule of Civil Procedure 4(k)

governs personal jurisdiction in federal court. A

district court usually obtains personal jurisdiction

through a plaintiff’s service of a summons on a

defendant that is subject to the long-arm statute of

“the state where the district court is located.” Fed. R.

Civ. P. 4(k)(1)(A).

Service of a summons also

establishes personal jurisdiction over a defendant

“when authorized by a federal statute.” Fed. R. Civ.

1 Compare Clayton Act, 15 U.S.C. § 22 (“. . . process in such cases

may be served in the district of which it is an inhabitant, or

wherever it may be found.” (emphasis added)), with Securities

Act, 15 U.S.C. § 77v(a) (“. . . process in such cases may be served

in any other district of which the defendant is an inhabitant or

wherever the defendant may be found.” (emphasis added)), with

Exchange Act, 15 U.S.C. § 78aa(a) (same), with Commodity

Exchange Act, 7 U.S.C. § 25(c) (“Process in such action may be

served in any judicial district of which the defendant is an

inhabitant or wherever the defendant may be found.” (emphasis

added)).

P. 4(k)(1)(C).

As noted, Section 25(c) of the

Commodity Exchange is one such federal provision.

3. Venue, by contrast, “is primarily a matter of

choosing a convenient forum.” Leroy, 443 U.S. at 180.

The General Venue Statute, 28 U.S.C. § 1391, was

last amended in 2011 and “governs ‘venue generally,’

… where a more specific venue provision does not

apply.” Atl. Marine Const. Co. v. U.S. Dist. Ct. for W.

Dist. of Texas, 571 U.S. 49, 55 n.2 (2013).

Section 1391(b) provides that venue is proper in:

(1) a judicial district in which any

defendant resides, if all defendants are

residents of the State in which the

district is located;

(2) a judicial district in which a

substantial part of the events or

omissions giving rise to the claim

occurred, or a substantial part of

property that is the subject of the action

is situated; or

(3) if there is no district in which an

action may otherwise be brought as

provided in this section, any judicial

district in which any defendant is subject

to the court’s personal jurisdiction with

respect to such action.

The General Venue Statute “shall govern the venue of

all civil actions in district court of the United States,”

“[e]xcept as otherwise provided by law.” 28 U.S.C.

§ 1391(a)(1).

Congress has also enacted special

provisions for establishing venue. See American Law

Institute, Federal Judicial Code Revision Project,

Venue, pp. 253–290 (2004) (collecting special venue

provisions). Section 25(c) of the Commodity Exchange

Act contains one such special venue provision.

B. Facts and Procedural History

1. Petitioner

CoinMarketCap

OpCo,

LLC

(“CoinMarketCap”) is a limited liability company

incorporated in Delaware. ER 17, 258. It operates a

website,

CoinMarketCap.com,

that

publishes

information about cryptocurrencies and ranks them

based on defined criteria. ER 256, 272–273. It is

undisputed that CoinMartketCap has no presence in

Arizona. See ER 17, 258.

Petitioner BAM Trading Service, Inc. d/b/a

Binance.US (“Binance.US”) is incorporated in

Delaware with a previous principal place of business

in California (which has since moved to Florida). ER

236. According to the complaint, Binance.US operates

a cryptocurrency exchange in North America. ER 267.

Ryan Cox is an Arizona resident and purported

purchaser of the cryptocurrency HEX before

September 27, 2020.

2. On September 13, 2021, Cox commenced this

putative class action alleging, inter alia, that

defendants2 violated the Commodity Exchange Act by

CoinMarketCap OpCo, LLC, BAM Trading Service, Inc.,

Binance Capital Management Co., Ltd., Changpeng Zhao,

Catherine Coley, Yi He, and Ted Lin were defendants in the

district court action.

The complaint incorrectly conflated

Binance Capital Management Ltd. (the parent company of

CoinMarketCap) with non-party Binance Holdings, Ltd., ER 262,

ranking HEX below #200 rather than top 10 on the

CoinMarketCap.com website. ER 255–298; see ER

276, 284.

Cox accordingly claimed that CoinMarketCap

“directly or indirectly participated in the artificial

manipulation of the prices of one or more

commodities.” ER 286. Cox further claimed that

Binance.US engaged in unlawful price manipulation

by encouraging potential purchasers or sellers of

cryptocurrencies to rely on CoinMarketCap’s

rankings. ER 264, 285.

The complaint alleged that venue was proper

pursuant to “15 U.S.C. § 77v(a), 15 U.S.C. § 78aa,

common law doctrine, and other applicable law.”3 ER

271. The complaint did not allege that venue or

personal jurisdiction were proper pursuant to the

Commodity Exchange Act. ER 270–271.

3. On May 23, 2022, all defendants moved to

dismiss the complaint for lack of personal jurisdiction

under Arizona’s long-arm statute and for failure to

state a claim. Opposing dismissal, Cox alleged for the

first time that personal jurisdiction was established

and Binance.com (which is operated by Binance Holdings, Ltd.)

with Binance.US, ER 215, 77, 193 n.8, 208–209. As the district

court recognized, there is no dispute that Binance Capital

Management Ltd. is a different entity than Binance Holdings,

Ltd. See ER 21, 22, 26, 27. Binance.US is a similarly separate

entity operating in the United States but not owned or otherwise

a subsidiary of Binance Holdings, Ltd. ER 215, 77, 193 n.8, 208–

209.

3 15 U.S.C. § 77v(a) and 15 U.S.C. § 78aa are the special venue

and service-of-process provisions of the Securities Act and the

Securities Exchange Act, respectively.

as a result of the Commodity Exchange Act’s

nationwide service-of-process provision, 7 U.S.C.

§ 25(c). ER 132–133.

The defendants argued in reply that the

Commodity Exchange Act’s use of the nationwide

service provision is “contingent on first satisfying the

venue provision” and that defendants did not have

sufficient contacts with the District of Arizona to

satisfy the venue provision. ER 98–99; see also ER

78–80, 112–113.

4. On February 10, 2023, the district court

granted defendants’ motions to dismiss based on a

lack of personal jurisdiction. App., infra, 29a–75a.

The court held that Cox could not rely on the

Commodity Exchange Act’s service provision to

establish personal jurisdiction because the statute

“requires plaintiffs to first satisfy the venue

provision,” and Cox failed to show that any defendant

had sufficient contacts with Arizona to establish

venue or to establish personal jurisdiction pursuant to

the state’s long-arm statute. App., infra, 39a. The

district court recognized upon full briefing and

argument that defendants raised “objections to the

District of Arizona being the proper venue.” Ibid.

5. On appeal, the Ninth Circuit affirmed the

dismissal of the foreign defendants (who had no

contacts with the United States) but reversed with

respect to the domestic defendants, concluding that it

was “bound by [its] precedent” interpreting “virtually

indistinguishable” provisions under other federal

statutes to hold that “personal jurisdiction under the

nationwide service provision of the Commodity

Exchange Act does not depend on the satisfaction of

the Act’s venue requirement.” App., infra, 9a, 14a &

n.6 (citing Action Embroidery Corp. v. Atlantic

Embroidery, Inc., 368 F.3d 1174 (9th Cir. 2004), GoVideo, Inc. v. Akai Elec. Co., 885 F.2d 1406 (9th Cir.

1989), SEC v. Ross, 504 F.3d 1130 (9th Cir. 2007), and

Sec. Inv. Prot. Corp. v. Vigman, 764 F.2d 1309 (9th

Cir. 1985)).

Accordingly, the Ninth Circuit concluded that Cox

was not required to satisfy the venue provision of the

Commodity Exchange Act and that the statute’s

nationwide service-of-process provision establishes

personal jurisdiction over any domestic company in

any U.S. district court. Ibid.

6. On September 12, 2024, Petitioners filed a

petition for rehearing en banc, which the Ninth

Circuit denied on December 4, 2024. App., infra, 76a–

77a.

REASONS FOR GRANTING THE WRIT

A. The Decision Below Perpetuates

Conflict Among The Lower Courts

The decision below perpetuates a conflict among

the federal courts of appeals as to whether federal

statutes with nationwide service provisions give rise

to nationwide personal jurisdiction, even when the

same statute’s special venue provision is not satisfied.

1. The D.C., Second, and Seventh Circuits have

held that nationwide service of process on a domestic

defendant is dependent upon satisfaction of the

special venue provision

a. In GTE New Media Servs. Inc. v. BellSouth

Corp., 199 F.3d 1343 (D.C. Cir. 2000), the D.C. Circuit

expressly held that use of Clayton Act’s nationwide

service provision requires satisfaction of the special

venue provision. There, a plaintiff sued a group of

domestic defendants under the antitrust laws whose

sole contact with District of Columbia was “the

operation of Internet websites that are accessible to

persons in the District.” Id. at 1345. In response to a

motion to dismiss for lack of personal jurisdiction,

plaintiff argued that “compliance with Section 12’s

venue provision is not a prerequisite for use of its

national jurisdiction provision” and that a plaintiff

may establish venue under Section 12 or the General

Venue Statute. Id. at 1350–1351.4

The D.C. Circuit rejected plaintiff’s argument that

Section 12 “provides an independent basis for

personal jurisdiction” and held that that “invocation

of the nationwide service clause rests on satisfying the

venue provision.” Id. at 1345, 1350. In so holding, the

court explicitly “disagree[d] with the reasoning of the

Ninth Circuit,” and characterized the Ninth Circuit’s

interpretation of Section 12 as “tortured” with “literal

convolutions.” Id. at 1345, 1351.

b. In Daniel v. Am. Bd. of Emergency Med., 428

F.3d 408 (2d Cir. 2005), the Second Circuit joined the

4 Section 12 of the Clayton Act provides:

Any suit, action, or proceeding under the antitrust laws

against a corporation may be brought not only in the

judicial district whereof it is an inhabitant, but also in

any district wherein it may be found or transacts

business; and all process in such cases may be served in

the district of which it is an inhabitant, or wherever it

may be found.”

15 U.S.C. § 22 (emphasis added).

D.C. Circuit in holding that Section 12’s nationwide

service provision “can supply personal jurisdiction

only in cases where venue is established under

Section 12.” Id. at 422 (cleaned up). There, plaintiffs

sued two domestic corporations and various American

hospitals and affiliated individuals; none of the

defendants-appellees was located in the forum. Id. at

415–417 & n.5. In determining a motion to dismiss

for lack of personal jurisdiction and lack of venue, the

district court concluded that Section 12 of the Clayton

Act established personal jurisdiction over the

defendants and that venue was proper as to some

defendants under Section 12 and “as to all

defendants” under the General Venue Statute. Id. at

420–421.

The Second Circuit rejected the district court’s

conclusion, holding that “the extraterritorial service

provision of Clayton Act Section 12 may be invoked to

establish personal jurisdiction only when the

requirements of the section’s venue provision are

satisfied.” Id. at 424–425. The court added that if the

General Venue Statue “is the basis for venue, an

antitrust plaintiff cannot employ Section 12’s service

of process provision to secure personal jurisdiction”

and instead “must look to other service of process

provisions, notably those specified in Fed. R. Civ. P. 4

or incorporated therein from state law to satisfy this

requirement.”

Id. at 427.

The court thus

“acknowledged” that the “split on the relationship

between venue and service of process in Section 12”

and expressly “join[ed] the D.C. Circuit” in the debate.

Id. at 422–423 (cleaned up).

c. Finally, in KM Enterprises, Inc. v. Glob. Traffic

Techs., Inc., 725 F.3d 718 (7th Cir. 2013), the Seventh

Circuit expressly “join[ed] the Second and D.C.

Circuits in holding that Section 12’s venue and

service-of-process provisions must be read together.”

Id. at 728. There, a plaintiff sued a domestic

defendant with “de minimus” activities in the forum

and the district court dismissed the complaint for lack

of venue. See id. at 722–723, 731.

On appeal, the Seventh Circuit affirmed the

dismissal and rejected the plaintiff’s “theory that

would allow it to short-circuit the venue analysis by

mixing and matching among the service-of-process

and venue provisions of Section 12 and [the General

Venue Statute],” id. at 723, explaining that the text of

Section 12 “falls well short of providing universal

venue in every judicial district in the United States.”

Id. at 725. The court explained that it saw “nothing

in the text, purpose, or history of Section 12 that casts

doubt on [such] result” and stated that it was “not

persuaded to the contrary by the Ninth Circuit’s

reasoning.” Id. at 730. Accordingly, the court held:

“To avail oneself of the privilege of nationwide service

of process, a plaintiff must satisfy the venue

provisions of Section 12’s first clause. If she wishes to

establish venue exclusively through [the General

Venue Statute], she must establish personal

jurisdiction some other way.” Ibid.

2. By contrast, the Ninth Circuit has held on

multiple occasions (most recently in this case) that a

statute’s nationwide service provision is independent

of an accompanying venue provision, and the former

provides a basis for personal jurisdiction in any

district court, irrespective of defendants’ contacts with

the forum or satisfaction of the venue provision.

a. In Action Embroidery Corp. v. Atlantic

Embroidery, Inc., 368 F.3d 1174 (9th Cir. 2004), a

plaintiff brought a private right of action against a

domestic defendant, a Virginia professional

corporation, under the antitrust laws and served

process on the defendant pursuant to Section 12 of the

Clayton Act. Id. at 1176. The district court dismissed

the action for lack of personal jurisdiction, reasoning

that “proper venue is a necessary component of

personal jurisdiction under Section 12 of the Clayton

Act.” Id. at 1177. On appeal, the Ninth Circuit

reversed, holding that “venue and personal

jurisdiction are independent requirements” under the

Clayton Act, meaning “the existence of personal

jurisdiction over [a] defendant does not depend upon

there being proper venue.” Id. at 1175, 1179–1180.

The court in Action Embroidery relied heavily on

the Ninth Circuit’s earlier opinion in Go-Video, Inc. v.

Akai Elec. Co., 885 F.2d 1406 (9th Cir. 1989), a private

right of action under the antitrust laws against a

foreign corporate defendant. Action Embroidery, 368

F.3d at 1177–1180. In Go-Video, the Ninth Circuit did

not engage with the plain text of Section 12, stating

instead that “the answer is certainly not apparent

merely from an examination of the face of the statute.”

Go-Video, 885 F.2d at 1408. Instead, the Ninth

Circuit concluded that three other interpretive

guides—“the manner in which courts have

traditionally defined the relationship between one

statute’s specific venue provision and the general

federal venue statutes,” the legislative history and

purpose of the Clayton Act to “make it easier for

plaintiffs to sue for antitrust violations,” and the

weight of case law—support the conclusion that the

paired provisions should be interpreted independently

of each other. Id. at 1408, 1413.

The Ninth Circuit has applied similar reasoning to

analogous nationwide service-of-process provisions

under the Securities Act of 1933, 15 U.S.C. § 77v(a),

and the Securities Exchange Act of 1934, 15 U.S.C.

§ 78aa. In S.E.C. v. Ross, 504 F.3d 1130 (9th Cir.

2007), for example, the court treated the question of

personal jurisdiction as independent of venue,

explaining that “the question of whether the court can

exercise personal jurisdiction over a party is distinct

from the question of whether venue will properly lie

in the court exercising jurisdiction.” Id. at 1140 n.11;

see also Sec. Inv. Prot. Corp. v. Vigman, 764 F.2d

1309, 1313–1318 (9th Cir. 1985) (analyzing personal

jurisdiction and venue separately under the Securities

Exchange Act of 1934).

3. The Third Circuit has taken yet another

approach. While the court has not expressly held that

a plaintiff may establish personal jurisdiction over a

domestic defendant by treating Section 12 as a

standalone provision, it has emphasized that foreign

defendants are situated differently than domestic

defendants. In In re Auto. Refinishing Paint Antitrust

Litig., 358 F.3d 288 (3d Cir. 2004), the Third Circuit

adopted Go-Video’s reasoning in an antitrust action

against a foreign defendant, holding that Section 12’s

“service of process provision on foreign corporations is

independent of, and does not require satisfaction of,

the specific venue provision.” Id. at 297 (emphasis

added). In so holding, the court emphasized that the

“distinction”

between

foreign

and

domestic

defendants “is crucial.” Id. at 296 n.10. The court

noted that the general venue provision applicable to

domestic corporations, 28 U.S.C. § 1391(c), is “more

difficult to satisfy” than Section 12’s venue provision,

while the general venue provision applicable to

foreign defendants, then 28 U.S.C. § 1391(d), is easier

to satisfy than Section 12’s venue provision. See ibid.

(citation omitted). That is because former Section

1391(d), known as the Alien Venue Rule, lays venue

in “any judicial district.” 28 U.S.C. § 1391(d); cf.

Cumberland Truck Equip. Co. v. Detroit Diesel Corp.,

401 F. Supp. 2d 415, 420–421 (E.D. Pa. 2005)

(characterizing In re Auto. as applying exclusively in

cases against foreign corporations).5

4. In short, the decision of the court of appeals

below perpetuates the entrenched conflict and

confusion among the federal courts of appeals

regarding the relationship between paired venue and

nationwide service provisions. The inconsistency in

approaches exacerbates the inequity to defendants

like CoinMarketCap and Binance.US, which may be

sued in any federal judicial district in the Ninth

Circuit, irrespective of their contacts with the forum.

In light of the depth and duration of the conflict, and

the differential treatment of defendants where they

are sued, the Court’s review and guidance is sorely

needed.

The Alien Venue Rule, formerly 28 U.S.C. § 1391(d), was

recodified in 2011 without substantive change as 28 U.S.C.

§ 1391(c)(3).

B. The Decision Below Is Erroneous

The decision below conflicts with the text and

purpose of Commodity Exchange Act, this Court’s

precedent, and the Federal Courts Jurisdiction and

Venue Clarification Act of 2011, Pub. L. No. 112-63,

125 Stat. 758 (2011) (the “Venue Clarification Act”).

1. The plain text of Section 25(c) makes clear that

utilization of the nationwide service clause is

contingent on satisfaction of the special venue clause.

The phrase “in such action” refers to the action

qualifying for venue in the immediately preceding

sentence. The common meaning of the word “such” is

a “character, quality, or extent” of “the sort or degree

previously indicated.”

Webster’s

Third

New

International Dictionary (Unabridged) 2283 (1986).

The “quality” of the action described in the venue

provision are private actions brought where the

defendant is “found,” “resides,” or “transacts

business,” or where “any act or transaction

constituting the violation occurs.” 7 U.S.C. § 25(c).

Accordingly, in “such” properly venued action, the

Commodity Exchange Act affords private plaintiffs

the ability to effect nationwide service of process and,

thus, obtain personal jurisdiction over defendants.

2. The purpose of dual venue-service provisions

confirms that such provisions are read as an

integrated whole. In the context of debating an

expanded venue provision in the Clayton Act, for

example, a Congressman noted that a plaintiff “may

not be able to find anyone to service process upon” in

a judicial district where venue lies. See 51 Cong. Rec.

9608, 63d Cong., 2d Sess. (July 1, 1914),

https://tinyurl.com/4zed2tw8. In response, another

Congressman noted “Congress [may] authoriz[e]

service beyond the district.” Ibid. The Senate later

added such nationwide service provision without

further debate. See 51 Cong. Rec. 14324, 63d Cong.,

Sess.

(Aug.

27,

1914),

https://tinyurl.com/5h75nt27. The nationwide service

clause thus is intended to give full effect to the

expanded venue clause, not to serve as a standalone

provision.

3. This Court has made clear that “interpretations

of a statute which would produce absurd results are

to be avoided if alternative interpretations consistent

with the legislative purpose are available.” Griffin v.

Oceanic Contractors, Inc., 458 U.S. 564, 575 (1982).

Treating the Commodity Exchange Act’s service

provision as a standalone provision that can be paired

with 28 U.S.C. § 1391’s general venue provisions

renders the venue inquiry meaningless for domestic

corporate defendants. Section 1391 sets venue for a

domestic corporate defendant where such defendant

is “subject to the court’s personal jurisdiction with

respect to the civil action in question.” See 28 U.S.C.

§ 1391(b)(1), (c)(2). So, if the Commodity Exchange

Act’s service provisions allows plaintiffs to

independently

establish

nationwide

personal

jurisdiction, then venue is available in every federal

district across the country, rendering the Act’s special

venue provision meaningless.

“In most instances, the purpose of statutorily

specified venue is to protect the defendant against the

risk that a plaintiff will select an unfair or

inconvenient place of trial.” Leroy, 443 U.S. at 183–

184 (footnote omitted); see also id. at 184 (noting that

“Congress has generally not made the residence of the

plaintiff a basis for venue in nondiversity cases”). It

is “absolutely clear that Congress did not intend to

provide for venue at the residence of the plaintiff or to

give that party an unfettered choice among a host of

different districts.” Id. at 185. But that is the result

of the Ninth Circuit’s reading here: Cox brought suit

in his place of residence, even though each defendant

had no contact (minimum or otherwise) with the

forum. Such an “an unrestrained choice of venues” is

“‘patently unfair’ to the defendant[s]” here. Id. at 187

n.23 (quoting Denver & R. G. W. R. Co. v. Bhd. of R.

R. Trainmen, 387 U.S. 556, 560 (1967)). A defendant

has “a right to invoke the protection which Congress

has afforded him” under the venue laws. Olberding v.

Illinois Cent. R. Co., 346 U.S. 338, 340 (1953).

4. The Federal Courts Jurisdiction and Venue

Clarification Act of 2011 confirms that Congress did

not intend an “independent” approach to special

venue-service provisions. Section 1391 now serves as

the default rule for civil actions, which may be

displaced by specialized venue provisions that operate

as an integrated whole. “[T]he current provision

includes a saving clause expressly stating that it does

not apply when ‘otherwise provided by law.’” TC

Heartland LLC v. Kraft Foods Grp. Brands LLC, 581

U.S. 258, 269 (2017) (quoting 28 U.S.C. § 1391(a)(1)).

The statute, however, “leave[s] intact a variety of

special provisions in various statutes that identify the

proper forum for litigation of proceedings under

specific acts of Congress.” H.R. Rep. No. 112-10, at 17

(2011). These special venue provisions “continue to

govern within their respective fields,” while the

general venue statute “govern[s] diversity and

Federal question litigation outside these special

areas.” Id. at 18 n.8.

At the same time, Congress foreclosed any attempt

by private plaintiffs to manufacture universal venue

through the “independent” approach. The definition

of residency under § 1391(b) now applies across all

federal statutes “[f]or all venue purposes.” 28 U.S.C.

§ 1391(b); cf. 28 U.S.C. § 1391(c) (1988) (limiting

residency definition “[f]or purposes of venue under

this chapter”). And the definition of a corporate

defendant’s residence was narrowed to “any judicial

district in which such defendant is subject to the

court’s personal jurisdiction with respect to the civil

action in question.” 28 U.S.C. § 1391(c)(2) (new

language emphasized). This new requirement under

Section 1391(c)(2)—which was also added to the

fallback venue provision under Section 1391(b)(3)—

was “intended to avoid the possibility of an overly

broad assertion of venue” by plaintiffs. H.R. Rep. No.

112-10, at 20 (2011). Yet the Ninth Circuit’s approach

to special service and venue provisions does exactly

that—allows plaintiffs to bypass the actual language

of the statute and creates an overly broad nationwide

venue clause.

C. The Question Presented Is Exceptionally

Important And Warrants The Court’s

Review In This Case

Private plaintiffs file thousands of actions each

year under federal commodities, securities, and

antitrust laws. See Administrative Office of the U.S.

Courts, Federal Judicial Caseload Statistics, U.S.

District Courts—Civil Cases Commenced, by Basis of

Jurisdiction and Nature of Suit (Dec. 31, 2023) (Table

C-2) and (Dec. 31, 2022) (Table C-2). Consistent

interpretation of special venue and nationwide service

provisions in multiple federal statutes is necessary for

fair enforcement of the laws created by Congress.

Indeed, the requirement of personal jurisdiction “is

one of the constitutional guarantees of due process.”

Lyngaas v. Curaden Ag, 992 F.3d 412, 439 (6th Cir.

2021) (Thapar, J., concurring in part).

This case is an ideal vehicle for resolving this

important question. First, this case cleanly frames

the legal question at issue. The district court

dismissed the complaint solely based on the lack of

personal jurisdiction over Petitioners, holding that

Cox “cannot rely on the national service provision” of

the Commodity Exchange Act to establish personal

jurisdiction because “[t]he statute requires plaintiffs

to first satisfy the venue provision.” App., infra, 39a.

The Ninth Circuit disagreed, concluding that

“personal jurisdiction under the nationwide service

provision of the Commodity Exchange Act does not

depend on satisfaction of the Act’s venue

requirement.” App., infra, 9a.

Second, there are no material factual questions

that complicate the legal analysis. There is no dispute

that Cox cannot satisfy the special venue provision in

the Commodity Exchange Act and is relying solely on

the nationwide service provision to establish personal

jurisdiction and venue. Similarly, there is no dispute

that Cox cannot satisfy Arizona’s long arm statute for

general or specific personal jurisdiction. Cox has

attempted to drag defendants into a judicial district

where Petitioners have no contacts and where no act

at issue occurred.

Third, this petition arises out of the Ninth Circuit,

whose full-throated approach in Action Embroidery

and Go-Video is mostly clearly in conflict with other

courts of appeals. While the Third Circuit permits

plaintiffs to supplement Section 12 of the Clayton Act

with the Alien Venue Rule—the “long-established rule

that suits against aliens are wholly outside the

operation of all the federal venue laws, general and

special,” Brunette Mach. Works, Ltd. v. Kockum

Indus., Inc., 406 U.S. 706, 714 (1972)—the Ninth

Circuit stands as an outlier in permitting plaintiffs to

supplement Section 12 of the Clayton Act with all

provisions of the General Venue Statute. See Action

Embroidery, 368 F.3d at 1179–80.

CONCLUSION

The petition for a writ of certiorari should be

granted.

Respectfully submitted,

MICHAEL J. GLEASON

HAHN LOESER &

PARKS LLP

600 West Broadway

Suite 1500

San Diego, CA 92101

JEFFREY A. BRAUER

HAHN LOESER &

PARKS LLP

200 Public Square

Suite 2800

Cleveland, OH 44114

Counsel for BAM

Trading Services, Inc.

MARCH 2025

KAREN R. KING

Counsel of Record

BRIAN A. JACOBS

RAYMOND D. MOSS

MORVILLO ABRAMOWITZ

GRAND IASON & ANELLO P.C.

565 Fifth Avenue

New York, NY 10017

(212) 856-9600

kking@maglaw.com

Counsel for CoinMarketCap

OpCo, LLC

APPENDIX

TABLE OF APPENDICES

Page

APPENDIX A — OPINION OF THE UNITED

STAT ES COU RT OF A PPEA LS FOR

T H E N I N T H C I R C U I T, F I L ED

AUGUST 12, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1a

APPENDIX B — ORDER OF THE UNITED

S TAT E S DI S T R IC T C OU RT FOR

THE DISTRICT OF ARIZONA, FILED

FEBRUARY 10, 2023 . . . . . . . . . . . . . . . . . . . . . . . . 29a

APPENDIX C — ORDER OF THE UNITED

STAT ES COU RT OF A PPEA LS FOR

T H E N I N T H C I R C U I T, F I L ED

DECEMBER 4, 2024 . . . . . . . . . . . . . . . . . . . . . . . . .76a

APPENDIX A — Appendix

OPINIONAOF THE UNITED

STATES COURT OF APPEALS FOR THE

NINTH CIRCUIT, FILED AUGUST 12, 2024

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

No. 23-15363

D.C. No. 3:21-cv-08197-SMB

RYAN COX, INDIVIDUALLY AND ON BEHALF

OF ALL OTHER SIMILARLY SITUATED,

Plaintiff-Appellant,

COINMARKETCAP OPCO, LLC; BINANCE

CAPITAL MANAGEMENT COMPANY, LTD., DBA

BINANCE, DBA BINANCE.COM; BAM TRADING

SERVICES, INC., DBA BINANCE.US; CHANGPENG

ZHAO; CATHERINE COLEY; YI HE; TED LIN,

Defendants-Appellees.

Appeal from the United States District Court

for the District of Arizona

Susan M. Brnovich, District Judge, Presiding

Argued and Submitted February 9, 2024

Phoenix, Arizona

Filed August 12, 2024

Before: Marsha S. Berzon, Andrew D. Hurwitz, and

Anthony D. Johnstone, Circuit Judges.

Appendix A

Opinion by Judge Berzon

OPINION

BERZON, Circuit Judge:

We consider whether the Commodity Exchange Act

(“the Act”), 7 U.S.C. § 25(c), authorizes nationwide service

of process without regard to whether the venue provision

in the same subsection of the Act is met. Our answer,

contrary to the district court’s conclusion, is yes.

Ryan Cox contends in this action that the defendants

violated the Act by unlawfully manipulating the price

of a cryptocurrency called “HEX.” He alleges that the

defendants participated in artificially suppressing the

price of HEX by inaccurately lowering its ranking among

cryptocurrencies on a website called CoinMarketCap.com.

Although the Act authorizes nationwide service of process,

7 U.S.C. § 25(c), the district court concluded that its venue

provision must be satisfied before the nationwide service

provision applies. As a result, the district court reasoned,

Cox first had to show that the defendants had sufficient

minimum contacts with the forum state, Arizona.

The defendants a re t wo domestic companies

headquartered in states other than Arizona, a foreign

company, and three individual officers of the foreign

company. The district court concluded that each defendant

lacked sufficient contacts with Arizona and dismissed the

complaint for lack of personal jurisdiction.

Appendix A

Because we conclude that the Commodity Exchange

Act authorizes nationwide service of process independent

of its venue requirement, we reverse in part. We conclude

that the district court had personal jurisdiction over the

U.S. defendants under the Act and that the complaint

alleges colorable claims against them; we therefore

reverse the district court’s dismissal of the claims under

the Act against those defendants and remand for further

proceedings. We affirm the district court’s dismissal of

Cox’s claims under the Act as to the foreign corporate and

individual defendants, as they lack sufficient contacts with

the United States for purposes of personal jurisdiction.1

Background

Factual Background2

Cryptocurrency is a “digital asset[]” traded by

investors on online “cryptocurrency exchanges.” Unlike

traditional forms of currency, cryptocurrency is “not

issued by a government or a central bank.” Bielski v.

Coinbase, Inc., 87 F.4th 1003, 1007 (9th Cir. 2023). Instead,

it is “decentralized digital money” that is “created by

developers” “based on blockchain technology.” Id.

1. Cox does not challenge on appeal the district court’s

dismissal of his state law claims for lack of personal jurisdiction.

2. Unless otherwise noted, the facts in this background

section, including all quotations, are drawn from allegations in

the complaint. As this appeal comes to us from the district court’s

grant of a motion to dismiss for failure to state a claim, we construe

the complaint in the light most favorable to Cox and assume the

facts he alleges in his complaint are true. See Gilstrap v. United

Air Lines, Inc., 709 F.3d 995, 998 n.1 (9th Cir. 2013).

Appendix A

HEX, the subject of Cox’s complaint was “the best

performing cryptocurrency of 2020.” According to the

complaint, the defendants (collectively “CMC”) have

for their own financial gain unlawfully and artificially

suppressed the value of HEX and artificially inflated the

value of other cryptocurrencies.

Defendant CoinMarketCap

CoinMarketCap is a Delaware limited liability

company headquartered in Delaware. CoinMarketCap

operates a website, CoinMarketCap.com, that publishes

information about cryptocurrencies, including HEX, and

ranks them based on defined criteria. CoinMarketCap.com

is the “‘dominant data source and go-to platform for asset

pricing’ in the cryptocurrency space.” Cryptocurrencies

w ith higher rankings are displayed higher up on

CoinMarketCap.com’s homepage.

Each cryptocurrency listed on CoinMarketCap.com

appears next to a “buy” button that, if clicked, directs

users to a separate cryptocurrency exchange, either

Blockchain.com or “Binance.” HEX, however, cannot be

purchased through either of these two cryptocurrency

exchanges. Instead, HEX is traded on thirteen other

cryptocurrency exchanges.

CoinMarketCap.com ranks cryptocurrencies based on

their overall market capitalization. Market capitalization,

or “market cap,” is calculated by multiplying the

cryptocurrency’s price by its circulating supply at a given

time. According to the complaint, “[t]here is a direct

Appendix A

relationship between the value of a cryptocurrency and

its market capitalization ra[n]king. All other things being

equal, [c]ryptocurrencies to [which] CoinMarketCap.com

assigns higher rankings are considered to be more solid

investments and hence more valuable.”

Based on its market cap, the complaint alleges, HEX

should be ranked in the top twenty cryptocurrencies

on CoinMarketCap.com. Instead, it has been ranked

at #201 since September 2020. Although HEX was

ranked twentieth on September 20, 2020, a week later,

CoinMarketCap.com began suppressing its ranking.

Since then, CoinMarketCap.com “locked HEX’s ranking

at #201.” As a result, HEX appeared on the third page

of results on the website.

According to the complaint, CoinMarketCap.com’s

improper ranking of HEX has artificially suppressed

its value, causing it to trade at lower prices. “[B]ut for”

that improper ranking, “at least some individuals who

purchased higher-ranked cryptocurrencies would have

purchased HEX instead.” CoinMarketCap’s statements

about HEX’s ranking are “untrue” and “[r]esult[] from a

misapplication, or selective application, of CoinMarketCap.

com’s own rankings guidelines.” “By misrepresenting

HEX’s ranking CoinMarketCap.com has directly or

indirectly participated in the artificial manipulation of

the prices of one or more commodities.”

Appendix A

Defendants Binance Capital and Binance.

Binance Capital Management Co., Ltd. (“Binance

Capital”) owns CoinMarketCap.com. Binance Capital was

founded in China, has previously been headquartered in

Japan and Malta, and now operates in a decentralized

manner with no publicly identified headquarters.

Binance Capital operates Binance, the largest

cryptocurrency exchange in the world by market

capitalization and trading volume. Through that exchange,

Binance Capital provides a marketplace for cryptocurrency

trades and earns a commission on those transactions.

Binance Capital previously “engaged in numerous

online cryptocurrency transactions inside the United

States, with United States residents.” But “[i]n 2019,

Binance was banned in the United States on regulatory

grounds and stopped accepting US users that year.”

In response to the ban, Binance Capital partnered

with a U.S. company, BAM Trading Services Inc., to

launch a new cryptocurrency exchange in North America,

Binance.US. Binance.US is Binance Capital’s U.S. affiliate.

BAM Trading Services (referred to in this opinion as

“Binance.US”) operates Binance.US. Binance.US uses

some of Binance Capital’s technologies, including its

“wallet” and “matching engine,” and it “offers a very

similar interface and feature set” to Binance Capital’s

cryptocurrency exchange. On “information and belief,”

Binance.US was aware “that there were issues with

CoinMarketCap.com’s rankings.”

Appendix A

When U.S. visitors to CoinMarketCap.com click

on a “buy” button that directs them to “Binance,” it

takes them to “Binance.US’s website.” The website link

“does not inform users that they are being directed to a

Binance subsidiary” but does invite them to “purchase

cryptocurrency through ‘Binance.’” The complaint alleges

that “it is simply not clear where Binance ends and

Binance.US begins or [] whether there is any meaningful

distinction between the two.”

On “ information and belief,” Binance Capital

issued the cryptocurrencies Binance Coin and Binance

USD, both of which are ranked higher than HEX on

CoinMarketCap.com. On “information and belief,”

Binance Capital has a financial interest in “ensuring the

strongest possible demand for BinanceCoin and Binance

USD.” On “information and belief,” CoinMarketCap.

com’s improper ranking of HEX “provides a financial

advantage” to CoinMarketCap.com, Binance Capital,

and Binance.US., as CoinMarketCap.com users can buy

cryptocurrencies through the Binance.US exchange or

through CoinMarketCap.com’s sponsor, Blockchain.com,

but HEX is not sold through Binance.US or Blockchain.

com.

Individual Defendants3

Changpeng Zhao is the CEO of Binance Capital,

defendant Ted Lin its Chief Growth Officer, and defendant

3. In district court, Cox voluntarily dismissed individual

defendant Catherine Coley, former CEO of Binance.US.

Appendix A

Yi He its Chief Marketing Officer. “Upon information and

belief,” Zhao, Lin, and He were “aware at the time Binance

[Capital] purchased CoinMarketCap.com that there were

issues with its rankings.” The complaint alleges that Zhao

resides in Taiwan, He resides in Malta, and Lin does not

reside in Arizona.

According to the complaint, by encouraging potential

purchasers or sellers of cryptocurrencies to rely on

CoinMarketCap.com’s inaccurate rankings, Binance

Capital, Binance.US, and the individual defendants

have “directly or indirectly participated in the artificial

manipulation of the price of one or more commodities.”

“Defendants either w illfully par ticipated in the

manipulation or failed to review or check information

that they had a duty to monitor, or ignored obvious signs

of market manipulation.”

B. Procedural History

Cox, an Arizona resident, filed a putative class

action complaint on behalf of himself and those similarly

situated in the District of Arizona, alleging violations of

the Commodity Exchange Act and the Arizona Consumer

Fraud Act. CoinMarketCap, Binance.US, Binance Capital,

and the individual defendants moved to dismiss the

complaint for lack of personal jurisdiction and failure to

state a claim. Each asserted a lack of sufficient contacts

with Arizona. The district court granted the motions

based on lack of personal jurisdiction and so did not

consider whether the complaint failed to state a claim.

Appendix A

The court concluded that Cox “cannot rely on the

national service provision” of the Commodity Exchange

Act to establish personal jurisdiction because “[t]he statute

requires plaintiffs to first satisfy the venue provision,

meaning Plaintiff must establish [that the defendants] had

sufficient minimum contacts with Arizona.” The court held

that because Cox had not shown that any of the defendants

had sufficient contacts with Arizona, it lacked specific

personal jurisdiction over them. There was no motion to

dismiss for lack of venue, and the court did not separately

consider whether there was venue in Arizona.

II. Discussion

Reviewing de novo the district court’s dismissal for

lack of personal jurisdiction, see Action Embroidery Corp.

v. Atl. Embroidery, Inc., 368 F.3d 1174, 1177 (9th Cir.

2004), we conclude that the court’s personal jurisdiction

under the nationwide service provision of the Commodity

Exchange Act does not depend on satisfaction of the Act’s

venue requirement.

Statutory Analysis: Nationwide Service of

Process Under the Commodity Exchange Act

“For a court to exercise personal jurisdiction over a

defendant, there must be an ‘applicable rule or statute

[that] potentially confers jurisdiction over the defendant.’”

Id. (quoting Amba Mktg. Sys. Inc. v. Jobar Int’l, Inc., 551

F.2d 784, 787 (9th Cir. 1977)). “Congress’ typical mode

of providing for the exercise of personal jurisdiction has

been to authorize service of process.” BNSF Ry. Co. v.

10a

Appendix A

Tyrrell, 581 U.S. 402, 409, 137 S. Ct. 1549, 198 L. Ed. 2d

36 (2017). That is because a “federal court obtains personal

jurisdiction over a defendant if it is able to serve process

on him.” Action Embroidery, 368 F.3d at 1177 (quoting

Butcher’s Union Local No. 498 v. SDC Inv., Inc., 788 F.2d

535, 538 (9th Cir. 1986)); see BNSF Ry., 581 U.S. at 409;

Fed. R. Civ. P. 4(k).

The Commodity Exchange Act provides, in pertinent

part:

Any action brought under subsection (a) of this

section may be brought in any judicial district

wherein the defendant is found, resides, or

transacts business, or in the judicial district

wherein any act or transaction constituting

the violation occurs. Process in such action

may be served in any judicial district of which

the defendant is an inhabitant or wherever the

defendant may be found.

7 U.S.C. § 25(c). The parties agree that the first sentence

concerns venue and the second sentence concerns personal

jurisdiction. Id.; see BNSF Ry., 581 U.S. at 408, 410 (noting

that “Congress generally uses the expression, where

suit ‘may be brought,’ to indicate the federal districts in

which venue is proper,” and that the expression “confers

no personal jurisdiction on any court”). The question is

whether, as the district court held, establishing personal

jurisdiction over CMC under the Act’s nationwide4 service

4. The parties assume that the Act authorizes “nationwide”

service of process. We have sometimes described similarly-worded

11a

Appendix A

of process provision requires first satisfying the venue

requirement in the preceding sentence.

Our inquiry is guided by several cases in which

we have held that personal jurisdiction under closely

analogous long-arm statutes is established independent

of venue. Action Embroidery involved Section 12 of the

Clayton Act, which provides:

Any suit, or proceeding under the antitrust

laws against a corporation may be brought

not only in the judicial district whereof it is

an inhabitant, but also in any district wherein

it may be found or transacts business; [] and

all process in such cases may be served in

the district of which it is an inhabitant, or

wherever it may be found.

368 F.3d at 1177 (quoting 15 U.S.C. § 22). The district

court there had held that “proper venue is a necessary

component of personal jurisdiction” under the Clayton

Act. Id. We reversed, “hold[ing] that venue and personal

jurisdiction are independent requirements” under the

Clayton Act, with the result that “the existence of personal

jurisdiction over [a] defendant does not depend upon there

being proper venue in that court.” Id. at 1176, 1179-80.

provisions as authorizing “worldwide” service. See Go-Video,

Inc. v. Akai Elec. Co. Ltd., 885 F.2d 1406, 1408 (9th Cir. 1989)

(discussing the Clayton Act’s “worldwide service of process

authorization”). Because the distinction does not matter here, we

assume without deciding that 7 U.S.C. § 25(c)’s authorization is

nationwide.

12a

Appendix A

Action Embroidery highlighted the traditional

distinction between personal jurisdiction and venue. “It

has long been recognized that the question of a federal

court’s competence to exercise personal jurisdiction over

a defendant is distinct from the question of whether venue

is proper.” Id. at 1178- 79. “[J]urisdiction is the power to

adjudicate, while venue, which relates to the place where

judicial authority may be exercised, is intended for the

convenience of the litigants.” Id. at 1179 (quoting Sec.

Inv. Prot. Corp. v. Vigman, 764 F.2d 1309, 1313 (9th Cir.

1985)). As a result, “personal jurisdiction . . . is typically

decided in advance of venue.” Id. (quoting Leroy v. Great

W. United Corp., 443 U.S. 173, 180, 99 S. Ct. 2710, 61 L.

Ed. 2d 464 (1979)).

Action Embroidery concluded:

The juxtaposition of the venue and service

of process provisions in Section 12, without

more, does not convince us that Congress

intended to make these concepts analytically

interdependent, rendering a court’s exercise of

personal jurisdiction over an antitrust defendant

dependent on the propriety of venue. Without a

clear indication from Congress that it intended

to do so, we will not blur the basic, historic

difference between these discrete concepts and

what is required for their satisfaction.

Id. at 1179.

13a

Appendix A

Action Embroidery relied in part on Go—Video. Go—

Video considered whether an “antitrust plaintiff [must]

satisfy the [Clayton Act’s] venue provision if it is to avail

itself of its worldwide service of process authorization.”

885 F.2d at 1408. Like CMC here, the appellants in Go—

Video contended that the reference in the second clause

of section 12 of the Clayton Act to service of process “in

such cases” is a phrase which “refers to cases under which

the venue requirements of the section have already been

satisfied.” Id. We rejected this argument, concluding that

the words “such cases” refer to “the cases encompassed

by the first line of section 12, namely ‘[a]ny suit, action,

or proceeding under the antitrust laws against a

corporation.’” Id. (quoting 15 U.S.C. § 22); see id. at 141213. In support of this conclusion, Go—Video reasoned

that there is no indication in the legislative history of the

Clayton Act that “Congress affirmatively intended that

[the] service of process provision would be limited by the

venue provision.” Id. at 1410. In Go—Video, we further

explained that our conclusion that the service of process

provision was independent of the venue provision was

“clearly the one more consonant with the purpose of the

Clayton Act and better comports with a section designed

to expand the reach of the antitrust laws and make it

easier for plaintiffs to sue for antitrust violations.” Id. at

1413. 5

5. Go—Video ultimately held that even if the Clayton Act’s

venue requirement was not satisfied, the venue provision of then28 U.S.C. § 1391(d), concerning venue over alien parties, was also

available. See id.

14a

Appendix A

Similarly, in S.E.C. v. Ross, 504 F.3d 1130 (9th Cir.

2007), and Vigman we considered analogous nationwide

service of process provisions and treated the question of

personal jurisdiction as independent of venue. Addressing

the nationwide service of process provision of the

Securities Act of 1933, 15 U.S.C. § 77v(a), Ross explained

that, “[a]s in Vigman, the question of whether the court

can exercise personal jurisdiction over a party is distinct

from the question of whether venue will properly lie in

the court exercising jurisdiction.” 504 F.3d at 1139, 1140

n.11; see Vigman, 764 F.2d at 1313-18 (analyzing personal

jurisdiction and venue separately under the Securities

Exchange Act of 1934).

Our holdings in Action Embroidery, Go—Video,

Vigman, and Ross are directly applicable here. Although

these precedents involved different statutory provisions

from the one today before us, the statutory structure

and the venue and service of process language at issue

in those cases are virtually indistinguishable from that

in the Commodity Exchange Act. Ross, facing similar

congruity, relied on our precedent interpreting another

long-arm statute where the language “track[ed] almost

word-for-word.” 504 F.3d at 1139-40 (relying on Vigman).

We do so as well.6

6. CMC cites out-of-circuit cases concerning statutes other

than the Commodity Exchange Act that disagree with our

decisions. See, e.g., KM Enters., Inc. v. Global Traffic Techs., Inc.,

725 F.3d 718, 730 (7th Cir. 2013); Daniel v. Am. Bd. of Emergency

Med., 428 F.3d 408, 423 (2d Cir. 2005); GTE New Media Servs. Inc.

15a

Appendix A

This result is also consistent with settled principles

of statutory construction. The Commodity Exchange Act

provides that “[p]rocess in such action may be served in

any judicial district of which the defendant is an inhabitant

or wherever the defendant may be found.” 7 U.S.C. § 25(c).

The defendants contend that the words “such action”

incorporate by reference the venue requirement in the

preceding sentence. We disagree.

“The word ‘such’ usually refers to something that has

already been ‘described’ or that is ‘implied or intelligible

from the context or circumstances.’” Slack Techs., LLC v.

Pirani, 598 U.S. 759, 766, 143 S. Ct. 1433, 216 L. Ed. 2d

18 (2023) (citing Concise Oxford Dictionary of Current

English 1218 (1931) and Webster’s New International

Dictionary 2518 (2d ed. 1954)). When the word “‘such’

precedes a noun it refers to a particular antecedent

noun and any dependent adjective or adjectival clauses

modifying that noun, but not to any other part of the

preceding clause or sentence.” 2A Norman J. Singer &

Shambie Singer, Sutherland Statutory Construction

§ 47:33 n.1 (7th ed. 2023 update). Read according to these

usual syntax rules, the words “such action” refer to the

only “action” mentioned before the service of process

provision—“[a]ny action brought under subsection (a)

of this section.” 7 U.S.C. § 25(c). The rest of the venue

provision explains where that action “may be brought,”

v. BellSouth Corp., 199 F.3d 1343, 1351, 339 U.S. App. D.C. 332

(D.C. Cir. 2000); but see In re Auto. Refinishing Paint Antitrust

Litig., 358 F.3d 288, 296-97 (3d Cir. 2004). We are, of course, bound

by our precedents.

16a

Appendix A

id., but does not change the general description of the

action covered by the subsection.

Treating the Commodity Exchange Act’s venue and

service of process provisions independently also serves

the broad purposes of that Act. See Go—Video, 885 F.2d

at 1412-13 (interpreting a long-arm provision in light of

the statute’s overall purpose). The Act aims

to deter and prevent price manipulation or any

other disruptions to market integrity; to ensure

the financial integrity of all transactions subject

to this chapter and the avoidance of systemic

risk; to protect all market participants from

fraudulent or other abusive sales practices and

misuses of customer assets.

7 U.S.C. § 5. Allowing plaintiffs to establish personal

jurisdiction separately from the statute’s venue provision

facilitates their ability to enforce the protections of the Act

with regard to “all transactions subject to this chapter”

and “all market participants.” Id. (emphasis added).

Consistent with the intended sweep of the Act,

Congress amended the Act’s service of process and venue

provisions in 1992 to make it easier for plaintiffs to bring

private rights of action. Before that amendment, the Act

was “silent as to service of process.” Omni Cap. Int’l,

Ltd. v. Rudolf Wolff & Co., 484 U.S. 97, 106, 108 S. Ct.

404, 98 L. Ed. 2d 415 (1987). The Supreme Court held

in Omni Capital that a nationwide service of process

authorization “was not implicit” in the Act, id. at 106-08,

17a

Appendix A

so the district court lacked personal jurisdiction over the

private plaintiffs, id. at 111.

Congress then amended the Act, in 1992. See Pub.

L. No. 102-546, § 211, 106 Stat. 3590, 3607-08 (1992). A

report by the House of Representatives Committee on

Agriculture explained the amendment as follows:

The Commission pointed out that the inability

of certain plaintiffs to bring suit under the

Commodity Exchange Act was restricted by

the Act’s narrow authorization for service

of process and venue in such actions. The

Commission advocated, and . . . the bill provides

for, an amendment to section 22 of the Act to

provide for nationwide service of process and

expanded venue provisions for private rights of

action brought under the Act.

H.R. Rep. No. 102-6, at 23 (Mar. 1, 1991).

Notably, the House committee report states that

the amendment provides for “nationwide service of

process and expanded venue provisions,” id. (emphasis

added)—not for nationwide service only if venue is first

established. Similarly, neither the House conference

report nor the Senate committee report provides any

indication that Congress intended the nationwide service

of process provision to be dependent on the narrower

venue provision. See H.R. Conf. Rep. No. 102-978 (Oct. 2,

1992), 1992 U.S.C.C.A.N. 3179, 3192; S. Rep. No. 102-22

(Mar. 12, 1991), 1992 U.S.C.C.A.N. 3103, 3118.

18a

Appendix A

CMC contends that if the nationwide service of

process provision is independent of venue, the Act’s venue

provision is superfluous. Not so. The service of process

provision authorizes service where the defendant is an

inhabitant or is found. See 7 U.S.C. § 25(c). But the venue

provision allows suit to be filed in other locations as

well, including “in the judicial district wherein any act

or transaction constituting the violation occurs.” Id. For

example, a suit could be filed where the violation occurred,

and the defendant could be served in another location so

long as the defendant is found there. That is, service of

process and venue need not be in the same location. See,

e.g., Bourassa v. Desrochers, 938 F.2d 1056, 1057-58 (9th

Cir. 1991) (holding that service was proper in Florida

under the nationwide service provision of the Securities

Exchange Act of 1934 while venue was proper in California

under the venue provision).

CMC also argues that the 2011 Venue Clarification

Act forecloses the approach taken in Go—Video—which,

as discussed, held that the alien venue provision in then28 U.S.C. § 1391(d) could supplement a special venue

provision—with the upshot that the venue provision of 7

U.S.C. § 25(c) is now the exclusive means for establishing

venue in Commodity Exchange Act actions.7 But the only

7. The Venue Clarification Act established a uniform

definition of residency for “all venue purposes.” 28 U.S.C. § 1391(c).

Under that definition, a domestic corporate defendant now “shall

be deemed to reside, if a defendant, in any judicial district in which

such defendant is subject to the court’s personal jurisdiction with

respect to the civil action in question.” 28 U.S.C. § 1391(c)(2). CMC

contends that, if applicable to venue determinations in Commodity

19a

Appendix A

issue before us in this appeal is personal jurisdiction,

not venue. And CMC has pointed to nothing in 28 U.S.C.

§ 1391, as amended by the Venue Clarification Act,

that would impact our interpretation of the service of

process provision in 7 U.S.C. § 25(c). 8 We therefore leave

for another day whether, and if so how, the 2011 Venue

Clarification Act affects the determination of venue in

Commodity Exchange Act cases.

In sum, we hold that the Commodity Exchange Act

authorizes nationwide service of process regardless

of where venue would lie under 7 U.S.C. § 25(c). The

district court erred in holding that to establish personal

jurisdiction in Arizona under the Act, the plaintiff first

had to show that CMC could establish venue in Arizona

under the Act’s venue provision.

B. Constitutional Analysis: Minimum Contacts

with the United States

We next consider whether each defendant has

sufficient minimum contacts with the United States to

satisfy due process. See Action Embroidery, 368 F.3d

Exchange Act actions, the broadened residency definition in

section 1391(c)(2) could permit nationwide venue.

8. Although the defendants each moved in the district court

to dismiss for lack of personal jurisdiction, none sought dismissal

based on improper venue. See Fed. R. Civ. P. 12(b)(3), (h)(1); King

v. Russell, 963 F.2d 1301, 1305 (9th Cir. 1992). So the district court

never had occasion to address whether venue can be established

if there is personal jurisdiction. Further, as CMC acknowledged

at oral argument, the defendants have not in this appeal raised

venue independently of personal jurisdiction.

20a

Appendix A

at 1180. “In a statute providing for nationwide service of

process, the inquiry to determine ‘minimum contacts’ is

. . . ‘whether the defendant has acted within any district

of the United States or sufficiently caused foreseeable

consequences in this country.’” Id. (quoting Vigman, 764

F.2d at 1316); see also Warfield v. Alaniz, 569 F.3d 1015,

1028-29 (9th Cir. 2009).

The U.S. Defendants

Neither Binance.US nor CoinMarketCap contends

that it lacks minimum contacts with the United States.

Appropriately so. General jurisdiction “extends to ‘any

and all claims’ brought against a defendant.” Ford Motor

Co. v. Montana Eighth Jud. Dist. Ct., 592 U.S. 351, 358,

141 S. Ct. 1017, 209 L. Ed. 2d 225 (2021) (quoting Goodyear

Dunlop Tires Operations, S. A. v. Brown, 564 U.S. 915,

919, 131 S. Ct. 2846, 180 L. Ed. 2d 796 (2011)). A “court

may exercise general jurisdiction” over a defendant

who is “essentially at home” in the forum. Id. (quoting

Goodyear, 564 U.S. at 919). For a corporation, “the place

of incorporation and principal place of business are

paradig[m] . . . bases for general jurisdiction.” Daimler AG

v. Bauman, 571 U.S. 117, 137, 134 S. Ct. 746, 187 L. Ed.

2d 624 (2014) (alterations in original) (internal quotation

marks omitted); see also Ford, 592 U.S. at 358-59.

Binance.US is a Delaware corporation with its

principal place of business in either California or Florida.

CoinMarketCap is a Delaware limited liability company

headquartered in Delaware. Given that each company is

incorporated or has a principal place of business in the

21a

Appendix A

United States, each has sufficient contacts with the United

States to satisfy due process. See Action Embroidery,

368 F.3d at 1180.

We therefore reverse the district court’s holding

that it lacked personal jurisdiction over Binance.US and

CoinMarketCap.

The Foreign Defendants

Binance Capital and the individual officers contend

that the complaint does not allege they have sufficient

minimum contacts with the United States to be subject

to general jurisdiction. We agree.

The complaint alleges that Binance Capital was founded

in China and has no publicly identified headquarters; it

does not allege that Binance Capital has a place of business

in the United States.

Because Binance Capital (like the individual officers)

is not alleged to be “at home” in the United States,

see Ford, 592 U.S. at 358, the question is whether its

case-specific contacts with the United States provide a

constitutionally sufficient basis for specific jurisdiction,

see id. at 359-60. For exercise of personal jurisdiction

to comport with due process, the defendant must have

“‘certain minimum contacts’ with the relevant forum”—

here, the United States—”such that the maintenance

of the suit does not offend traditional notions of fair

play and substantial justice.” Ross, 504 F.3d at 1138

(quoting Yahoo! Inc. v. La Ligue Contre Le Racisme et

22a

Appendix A

L’Antisemitisme, 433 F.3d 1199, 1205 (9th Cir. 2006) (en

banc)). In determining whether the defendant has the

requisite contacts for specific personal jurisdiction, we

consider “the defendant’s purposeful conduct towards the

forum, the relation between his conduct and the cause of

action asserted against him, and the reasonableness of

the exercise of jurisdiction.” Id.; see also, e.g., Ford, 592

U.S. at 358-60.

Cox argues that Binance Capital “has regularly

and intentionally engaged in online cryptocurrency

transactions with United States residents and has also

promoted inside the United States the sale of digital

assets on its exchange.” The complaint alleges, however,

that “[i]n 2019, Binance was banned in the United States

on regulatory grounds and stopped accepting US users

that year.” Cox does not allege that Binance is violating

the ban.

The complaint also alleges that CoinMarketCap.com

users who click a “buy” button are directed to “Binance’s

website[].” But the complaint later explains that when

U.S. users attempt to visit “the website Binance.com,”

it “takes US users [to] Binance.US’s website.” Based on

these allegations, Binance Capital’s own activities do not

establish minimum contacts with the United States.

Cox next argues that Binance Capital “is the world’s

largest cryptocurrency exchange and through [Binance.

US] and CoinMarketCap, provides those services to

customers in Arizona and throughout the United States.”

He alleges that Binance Capital partnered with Binance.

23a

Appendix A

US to launch a new U.S cryptocurrency exchange; Binance

Capital provided some technologies to the new Binance.US

exchange; and, due to references on Binance.US’s website

to the “Binance” brand, “it is not clear . . . whether there

is any meaningful distinction between the two.” Cox thus

appears to suggest that Binance.US’s contacts with the

United States should be attributed to Binance Capital,

its parent company.

But the fact that a parent company is “closely

associated” with a subsidiary that itself has minimum

contacts is insufficient to establish personal jurisdiction.

In re Boon Glob. Ltd., 923 F.3d 643, 650 (9th Cir. 2019).

“As a general principle, corporate separateness insulates a

parent corporation from liability created by its subsidiary,

notwithstanding the parent’s ownership of the subsidiary.”

Ranza v. Nike, Inc., 793 F.3d 1059, 1070 (9th Cir. 2015).

Cox’s general reliance on Binance Capital’s association

with Binance.US therefore fails.

Imputation of a subsidiary’s minimum contacts to a

parent company requires satisfaction of the “alter ego”

test, which obligates a party to make out “a prima facie

case (1) that there is such unity of interest and ownership

that the separate personalities [of the two entities]

no longer exist and (2) that failure to disregard [their

separate identities] would result in fraud or injustice.” Id.

at 1073 (alterations in original) (internal quotation marks

omitted). The district court rejected Cox’s argument that

Binance Capital is the alter ego of Binance.US. On appeal,

Cox does not argue that Binance Capital is an alter ego

of Binance.US or that their relationship satisfies the alter

24a

Appendix A

ego test,9 and so has forfeited reliance on an alter ego

theory to establish minimum United States contacts for

Binance Capital.10

We conclude that Binance Capital lacks sufficient

minimum contacts with the United States.

Cox did not allege that individual defendants Zhao,

He, and Lin, officers of Binance Capital, had minimum

contacts with the United States. Instead, Cox contends

that Binance Capital’s contacts should be imputed to the

officers based on an alter ego theory. That argument fails

because Cox has not established that Binance Capital has

minimum contacts with the United States.

Further, the district court did not abuse its discretion

in dismissing the complaint against the foreign defendants

without leave to amend. At argument, counsel for Cox

stated that there are no new facts he could add to the

complaint bearing on the contacts of Binance Capital and

the individual officers with the United States. A “district

court does not abuse its discretion in denying a motion to

amend a complaint . . . when the movant presented no new

facts but only new theories and provided no satisfactory

explanation for his failure to fully develop his contentions

9. Nor does Cox contend that Binance Capital’s relationship

with CoinMarketCap would satisfy the alter ego test.

10. We therefore do not consider whether Binance.US’s

activities in the United States, if attributed to Binance Capital,

would be sufficient in this case to establish specific jurisdiction

over Binance Capital.

25a

Appendix A

originally.” Nunes v. Ashcroft, 375 F.3d 805, 808 (9th

Cir. 2004) (alteration in original) (internal quotation

marks omitted). Accordingly, the district court correctly

dismissed the complaint against Binance Capital, Zhao,

He, and Lin for lack of personal jurisdiction.

The district court erred, however, in dismissing

the case against the foreign defendants with prejudice.

A dismissal for lack of personal jurisdiction does not

adjudicate the merits and so should be without prejudice.

See Grigsby v. CMI Corp., 765 F.2d 1369, 1372 n.5 (9th

Cir. 1985); Kendall v. Overseas Dev. Corp., 700 F.2d 536,

539 (9th Cir. 1983); Thomas v. Furness Pac. Ltd., 171 F.2d

434, 435 (9th Cir. 1948).

In sum, we affirm the district court’s dismissal as

to the foreign defendants, but vacate the district court’s

dismissal order and remand with instructions to dismiss

the complaint against them without prejudice.

Whether Cox Has Asserted a Colorable Claim

Against CoinMarketCap and Binance.US for

Purposes of Personal Jurisdiction Under the

Commodity Exchange Act

CoinMarketCap and Binance.US assert that Cox

cannot invoke the nationwide service of process provision

of the Commodity Exchange Act because his statutory

claim is not colorable. We disagree.

Satisfaction of the elements of a claim for relief is “not

a jurisdictional issue” absent a “clear[]” indication in the

26a

Appendix A

statute’s jurisdictional language. Arbaugh v. Y&H Corp.,

546 U.S. 500, 515-16, 126 S. Ct. 1235, 163 L. Ed. 2d 1097

(2006). Instead, a complaint may only “be dismissed for

want of jurisdiction where the alleged claim under the

. . . federal statute[] clearly appears to be immaterial and

made solely for the purpose of obtaining jurisdiction or

where such a claim is wholly insubstantial and frivolous.”

Bell v. Hood, 327 U.S. 678, 682-83, 66 S. Ct. 773, 90 L. Ed.

939 (1946); see also, e.g., Shapiro v. McManus, 577 U.S. 39,

45, 136 S. Ct. 450, 193 L. Ed. 2d 279 (2015) (equating an

insubstantial or frivolous claim for jurisdictional purposes

to one that is “essentially fictitious”). The fact that a

claim may be “of doubtful or questionable merit,” without

more, does not render it “insubstantial” for purposes of

establishing jurisdiction. Hagans v. Lavine, 415 U.S. 528,

538, 94 S. Ct. 1372, 39 L. Ed. 2d 577 (1974). The plaintiff

need only make “a colorable showing that [the defendant]

might be liable” under that statute. San Mateo Cnty.

Transit Dist. v. Dearman, Fitzgerald & Roberts, Inc., 979

F.2d 1356, 1358 (9th Cir. 1992) (emphasis added).

The parties agree that to state a price manipulation

claim under the Commodities Exchange Act, 7 U.S.C.

§§ 9(1), 9(3), 13(a)(1), Cox must allege that (1) the defendant

possessed an ability to influence market prices, (2) an

artificial price existed, (3) the defendant caused the

artificial price, and (4) the defendant specifically intended

to cause the artificial price. See In re Amaranth Nat. Gas

Commodities Litig., 730 F.3d 170, 173, 183 (2d Cir. 2013);

Hershey v. Energy Transfer Partners, L.P., 610 F.3d 239,

247 (5th Cir. 2010); Frey v. Commodity Futures Trading

Comm’n, 931 F.2d 1171, 1177-78 (7th Cir. 1991); BMA LLC

27a

Appendix A

v. HDR Glob. Trading Ltd., No. 20-CV-03345-WHO, 2021

U.S. Dist. LEXIS 46939, 2021 WL 949371, at *13 (N.D.

Cal. Mar. 12, 2021). Under that standard, Cox’s claims for

price manipulation under the Commodity Exchange Act

are colorable.

Price manipulation is “conduct [that] has been

intentionally engaged in which has resulted in a price

which does not reflect basic forces of supply and demand.”

Cargill, Inc. v. Hardin, 452 F.2d 1154, 1163 (8th Cir.

1971). Cox alleges that CoinMarketCap manipulated the

price of HEX, a commodity, by artificially depressing its

ranking, causing it to drop from a top 20 ranking to a 201st

ranking on CoinMarketCap’s website. His theory is that

by manipulating HEX’s ranking on the CoinMarketCap

website, CoinMarketCap caused visitors to its popular

website to be less likely to purchase HEX and thereby

suppressed its value. As a result, Cox alleges, the price

of HEX was artificially depressed. Cox maintains that

Binance.US was aware of problems with CoinMarketCap’s

rankings and participated in the manipulation of HEX’s

price by encouraging potential buyers of cryptocurrency

“to rely on CoinMarketCap.com’s information when

making investment decisions.”

Based on his complaint, Cox might be able to make

out a claim under the Commodity Exchange Act. It

is possible that providing or helping to provide false

information about a popular cryptocurrency from an

authoritative information source could influence potential

buyers or sellers of that cryptocurrency to such an extent

that it would impact pricing. Although CoinMarketCap

28a

Appendix A

and Binance.US raise questions about whether Cox’s

allegations can satisfy the elements of a Commodity

Exchange Act claim, his allegations are not wholly

insubstantial or frivolous.

Regardless of whether Cox’s allegations ultimately

satisfy the elements of the claim, they provide a sufficient

basis upon which to assert personal jurisdiction over

CoinMarketCap and Binance.US under the Commodity

Exchange Act. We express no opinion on whether his

complaint plausibly states claims upon which relief may

be granted. That question is for the district court to

determine on remand.

III.

Conclusion

We reverse the district court’s determination that

it lacked personal jurisdiction over CoinMarketCap

and Binance.US and remand for further proceedings

consistent with this opinion. We affirm the district court’s

determination that the court lacked personal jurisdiction

over Binance Capital, Zhao, He, and Lin, but vacate the

dismissal against them “with prejudice,” and remand

with instructions to dismiss the complaint against them

without prejudice.

AFFIRMED IN PART, REVERSED IN PART,

VACATED AND REMANDED.

29a

B THE UNITED

APPENDIX B —Appendix

ORDER OF

STATES DISTRICT COURT FOR THE DISTRICT

OF ARIZONA, FILED FEBRUARY 10, 2023

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA

No. CV-21-08197-PCT-SMB

RYAN COX,

Plaintiff,

COINMARKETCAP OPCO LLC, et al.,

Defendants.

Filed February 10, 2023

ORDER

Before the Court are three separate motions to

dismiss Plaintiff’s Complaint (Doc. 1.) First is Defendant

BAM Trading Services Inc.’s (“Binance.US”) Motion to

Dismiss (“MTD”). (Doc. 70.) Plaintiff filed a Response

(Doc. 74), and Binance.US filed a Reply (Doc. 76). Second

is Defendants Binance Capital Management Co., Ltd.,

(“BCM”) Changpeng Zhao, Yi He, and Ted Lin’s (“Binance

Individual Defendants”) MTD. (Doc. 71.) Plaintiff filed

a Response (Doc. 73), and a Reply was filed (Doc. 78).

Last is CoinMarketCap Opco, LLC’s (“CoinMarketCap”)

MTD. (Doc. 72.) Plaintiff filed a Response (Doc. 75), and

30a

Appendix B

CoinMarketCap filed a Reply (Doc. 77). Oral argument

was held on February 10, 2023. After considering the

parties’ arguments and the applicable law, the Court

will grant all three motions to dismiss for the reasons

discussed below.

BACKGROUND

This case involves the alleged artificially suppressed

ranking of the HEX cryptocurrency on CoinMarketCap’s

website. Plaintiff filed this class action lawsuit, alleging

that from September 27, 2020, to the present (“the

Suppression Period”), the Defendants “artificially

suppress[ed]” the value of HEX by “artificially inflat[ing]”

the value of other cryptocurrencies. (Doc. 1 at 2 ¶ 3, 22

¶¶ 90-94.) Plaintiff filed the Complaint “on behalf of all

persons who sold HEX during the Suppression Period

which they had acquired prior to the Suppression Period.”

(Id. at 27 ¶ 146) (emphasis omitted). Specifically, Plaintiff

alleges the following: (1) a private right of action against all

Defendants under the Commodity Exchange Act “CEA”

for manipulation of commodity prices and provision of

false, misleading, or knowingly inaccurate reports tending

to affect the price of commodities (see 7 U.S.C. §§ 9(1),

9(3), 13(a)(2)); (2) strict liability against Defendants BCM

and Binance.US for violations of the CEA; (3) violation of

the Arizona Consumer Fraud Act against all corporate

Defendants; (4) control person liability for violations of

the Arizona Consumer Fraud Act (“ACFA”) against all

Defendants except CoinMarketCap; and (5) an antitrust

claim against all corporate defendants. (Id. at 29-42,

¶¶ 157-262.)

31a

Appendix B

Plaintiff alleges that Defendant CoinMarketCap is

a coin ranking website owned by Defendant Binance

Capital Mgmt. Co., Ltd.—a cryptocurrency exchange.1

(Id. at 2 ¶ 5.) Plaintiff further alleges that Binance.US is

the U.S. affiliate of BCM, and that both are affiliated with

CoinMarketCap. (Id.) Plaintiff also names the following

individuals as Defendants: (1) Changpeng Zhao, Binance’s

Chief Executive Officer; Yi He, Binance’s Chief Marketing

Officer; (3) Ted Lin, Binance’s Chief Growth Officer; and

(4) Catherine Coley, Binance.US’s Chief Executive Officer

from its inception to May 2021. (Id. at 8-11.)

Plaintiff alleges CoinMarketCap’s historical rankings

show HEX was ranked as the 20th top cryptocurrency

as recently as September 20, 2020, and “was in line

with CoinMarketCap.com’s estimation of HEX’s market

cap.” (Id. at 22 ¶ 92.) However, Plaintiff contends by

September 27, 2020, the Suppression Period began when

HEX’s ranking dropped to number 201 and has remained

locked ever since. (Id. ¶¶ 90-94.) Because top ranked

cryptocurrencies appear higher on CoinMarketCap’s

homepage for purchase, Plaintiff asserts that HEX’s

locked ranking has caused HEX to trade at lower prices

due to consumers needing to scroll further down the list.

(Id. ¶¶ 96-98.)

Plaintiff asserts that HEX should have been ranked

3rd in size by CoinMarketCap in part because Nomics,

1. As discussed later, BCM states it is not a cryptocurrency

exchange and Plaintiff is confusing BCM with Binance Holding

Ltd., which is a cryptocurrency exchange. Plaintiff never disputes

this confusion.

32a

Appendix B

a smaller cryptocurrency ranking site, estimated HEX’s

true market cap at $85.3 billion as of July 21, 2021—also

noting its rankings between 4th and 10th in size from

smaller ranking websites. (Id. at 23 ¶ 106, 24 ¶ 113.)

Plaintiff asserts CoinMarketCap instead estimated

HEX at just over $25.6 billion, and that even with that

estimation, HEX should have been ranked 6th in size,

not 201st. (Id. at 23 ¶¶ 108-111.) In contrast, Plaintiff

alleges BCM overvalued the cryptocurrencies it issued

and owned. Plaintiff alleges BCM issued BinanceCoin

and BinanceUSD, which CoinMarketCap ranked as the

4th and 10th largest cryptocurrencies, respectively, as of

July 21, 2021. (Id. at 23 ¶¶ 99-100, ¶¶ 102-03, 105.) Still,

Plaintiff concedes that “some other websites that allow

users to buy cryptocurrencies also present [HEX] in the

order they are found in CoinMarketCap.com’s market cap

rankings.” (Id. ¶ 112.)

Ultimately, Plaintiff alleges that: (1) Defendant

CoinMarketCap’s failure to properly rank HEX has

artificially suppressed its value to Plaintiff’s detriment;

(2) if HEX had been ranked higher, consumers would have

purchased HEX over other cryptocurrencies, including

Binances’ cryptocurrencies; (3) this artificial suppression

has provided a financial benefit to all named Defendants;

and (4) the erroneous ratings have improperly inflated the

value of cryptocurrencies ranked above HEX, including

Binances’ cryptocurrencies. (Id. at 24 ¶¶ 114-18.)

Plaintiff’s claims also rely on the theory that the

Defendants artificially suppressed the value of HEX to

serve their own financial interests. Plaintiff alleges that

33a

Appendix B

“all Individual Defendants have large holdings of Bitcoin,

Binance Coin, Binance USD, and other cryptocurrencies,”

but hold no units of HEX. (Id. at 25 ¶¶ 130, 133.) Plaintiff

argues that Defendants’ ownership of Bitcoin is problematic

because HEX was designed as an alternative to Bitcoin’s

model, so if HEX succeeds, Bitcoin’s value decreases.

(Id. ¶ 131.) Plaintiff further alleges that “[r]ecognizing

the threat that HEX posed, just prior to the beginning

of the Suppression Period, Binance launched Binance

Smart Chain. . . . Thus, Binance Coin became a direct

competitor of HEX.” (Id. at 26 ¶ 137.) Finally, Plaintiff

alleges that: (1) HEX’s creator has been a vocal critic of

Binance and CoinMarketCap; (2) “Persons with a close

connection to CoinMarketCap.com have also expressed

a personal dislike of HEX’s creator”; (3) Binance and its

named principals are financially incentivized to create the

highest demand for BinanceCoin and BinanceUSD; and (4)

not only have Defendants’ actions made it challenging for

HEX’s model to succeed, they also financially benefit from

BinanceCoin and the Binance Smart Chain’s adoption

through investors. (Id. at 23 ¶ 104, 27 ¶¶ 141-44.)

Binance.US, BCM, the Binance Individual Defendants,

and CoinMarketCap all move to dismiss Plaintiff’s

Complaint for lack of personal jurisdiction, and failure

to state a claim. (Docs. 70 at 8; 71 at 2; 72 at 2.) BCM and

the Binance Individual Defendants also move to dismiss

for insufficient service of process on Binance Individual

Defendants. (Doc. 71 at 2.)

34a

Appendix B

II. LEGAL STANDARD

Pursuant to Federal Rule of Civil Procedure (“Rule”)

12(b)(2), a defendant may move to dismiss a complaint prior

to trial for lack of personal jurisdiction. After a defendant

files a motion to dismiss for lack of personal jurisdiction,

the plaintiff has the burden of proving jurisdiction is

satisfied. Schwarzenegger v. Fred Martin Motor Co., 374

F.3d 797, 800 (9th Cir. 2004). Personal jurisdiction exists

through either general or specific jurisdiction. Cybersell,

Inc., v. Cybersell, Inc., 130 F.3d 414, 416 (9th Cir. 1997).

General personal jurisdiction is established when

a defendant has “continuous and systematic” contacts

with the forum state. Goodyear Dunlop Tires Ops., S.A.

v. Brown, 564 U.S. 915, 919, 131 S. Ct. 2846, 180 L. Ed.

2d 796 (2011) (quoting Int’l Shoe Co. v. Washington,

326 U.S. 310, 317, 66 S. Ct. 154, 90 L. Ed. 95 (1945)).

This is an “exacting” standard, and the defendant’s

forum contacts must be so pervasive they “approximate

physical presence” in the state. Schwarzenegger, 374

F.3d at 801. Therefore, “only in an exceptional case will

general jurisdiction be available anywhere other than the

corporation’s place of incorporation and principal place

of business.” LNS Enters. LLC v. Cont’l Motors Inc.,

464 F. Supp. 3d 1065, 1072 (D. Ariz. 2020) (cleaned up),

aff’d 22 F.4th 852 (9th Cir. 2022); see also Daimler AG v.

Bauman, 571 U.S. 117, 137, 134 S. Ct. 746, 187 L. Ed. 2d

624 (2014) (general jurisdiction exists over a company that

is incorporated in or has its principal place of business

in the forum). Doing business in a state alone does not

rise to establishing general personal jurisdiction in the

35a

Appendix B

forum, see Hendricks v. New Video Channel Am., LLC,

No. 2:14-CV-02989-RSWL-SSx, 2015 U.S. Dist. LEXIS

74677, 2015 WL 3616983, at *3 (C.D. Cal. June 8, 2015),

nor does registering or being licensed to do business in a

state. Wal-Mart Stores, Inc., v. LeMaire, 242 Ariz. 357, 395

P.3d 1116, 1118-19, 1121-22 (Ariz. Ct. App. May 11, 2017) (to

“confer general jurisdiction over every foreign corporation

with a large commercial presence in Arizona” would be

“neither fair, rational nor consistent with” precedent).

To satisfy specific personal jurisdiction in the Ninth

Circuit, the following three conditions must be satisfied:

(1) T he non - r e s i de nt de fe nd a nt mu s t

purposefully direct his activities or consummate

some transaction with the forum or resident

thereof; or perform some act by which he

purposefully avails himself of the privilege

of conducting activities in the forum, thereby

invoking the benefits and protections of its law;

(2) the claim must be one which arises out of

or relates to the defendant’s forum-related

activities; and

(3) the exercise of jurisdiction must comport

with fair play and substantial justice, i.e., it

must be reasonable.

LNS Enters. LLC, 464 F. Supp. 3d at 1072 (quoting

Freestream Aircraft (Berm.) Ltd. V. Aero Law Grp., 905

F.3d 597, 603 (9th Cir. 2018)). Plaintiff bears the burden

36a

Appendix B

of meeting the first two prongs, and if proven, the burden

shifts to the defendants to demonstrate the last prong.

Morrill v. Scott Fin. Corp., 873 F.3d 1136, 1142 (9th Cir.

2017).

III.

DISCUSSION

Personal Jurisdiction Over Binance.US

Binance.US raises numerous arguments as to why

it does not belong in this suit. These arguments include:

(1) Binance.US is not incorporated in Arizona, nor is its

principal place of business in Arizona; (2) Plaintiff has not

demonstrated that Binance.US has had minimum contacts

with Arizona; and (3) “operating a national website which

directed unidentified users from unidentified states to

CoinMarketCap does not establish personal jurisdiction

in Arizona.” (Doc. 70 at 9.) Binance.US notes that Plaintiff

has not even alleged its place of incorporation or principal

place of business. (Id. at 11.) Concurrently, Binance.US

requests judicial notice that it is incorporated in Delaware

with a California principal place of business. (Id.) (citing

70-2.) After reviewing the evidence submitted, and with

no objection from Plaintiff, the Court will take judicial

notice as to these two facts. To otherwise establish

general personal jurisdiction, Plaintiff had to allege that

Defendant’s contacts with Arizona “are so constant and

pervasive as to render it essentially at home” in the state.

Martinez v. Aero Caribbean, 764 F.3d 1062, 1066 (9th

Cir. 2014). Plaintiff makes no such arguments, raising

only arguments for specific jurisdiction. Accordingly, the

Court finds it cannot exercise general jurisdiction over

Binance.US.

37a

Appendix B

Personal Jurisdiction Under the CEA

Plaintiff arg ues that the Cour t has personal

jurisdiction under 7 U.S.C. § 25(c), regardless of Binance.

US’s minimum contacts with Arizona. Specifically,

Plaintiff argues the CEA allows actions to be brought

where the act or transaction constituting the violation

occurred. See 7 U.S.C. § 25(c). Alleging such a violation

occurred in Arizona, Plaintiff argues that minimum

contacts are not required in federal question cases. See

Warfield v. Alaniz, 453 F. Supp. 2d 1118, 1127-29 (D. Ariz.

2006) (finding a securities statute authorizing nationwide

service of process established personal jurisdiction over

defendants). The CEA statute reads:

Any action brought under subsection (a) of this

section may be brought in any judicial district

wherein the defendant is found, resides, or

transacts business, or in the judicial district

wherein any act or transaction constituting

the violation occurs. Process in such action

may be served in any judicial district of which

the defendant is an inhabitant or wherever the

defendant may be found.

7 U.S.C. § 25(c) (emphasis added).

Plaintiff cites three cases to assert that the CEA’s

nationwide service of process provision provides this

Court personal jurisdiction over Binance.US. None of

these cases discuss the CEA. See Warfield, 453 F. Supp.

2d at 1127-29 (discussing personal jurisdiction in the

38a

Appendix B

context of the Federal Securities and Exchange Acts);

Bulgo v. Munoz, 853 F.2d 710, 713 (9th Cir. 1988) (same);

Go-Video, Inc., Akai Elec. Co., Ltd., 885 F.2d 1406, 1414

(9th Cir. 1989) (discussing the Clayton Act).

The Second Circuit has addressed this issue under

the CEA, providing persuasive authority that this Court

must first consider 7 U.S.C. § 25(c)’s venue provision

by considering Defendant’s minimum contacts before

considering the national service of process provision. See

Fire & Police Pension Ass’n of Colo. v. Bank of Montreal,

368 F. Supp. 3d 681, 695 n.11 (S.D.N.Y 2019) (discussing 7

U.S.C. § 25(c) and noting that “[n]o party has addressed

the relationship between the venue provision and the

service of process provision, and defendants have not

challenged this District’s venue. Accordingly, this Court

considers whether plaintiffs have made a prima facie

showing that defendants’ national contacts are sufficient

for this Court to exercise personal jurisdiction.” (quoting

Sullivan v. Barclays PLC, 13-CV-2811 (PKC), 2017 U.S.

Dist. LEXIS 25756, 2017 WL 685570, at *42 (S.D.N.Y.

Feb. 21, 2017))).

Binance.US does raise arguments regarding the

statute’s relating venue and service of process provisions,

and objections to the District of Arizona being the proper

venue. Binance.US argues that 7 U.S.C. § 25(c) requires

that the venue provision be satisfied before the national

service provision may be executed. The Court agrees.

In the statute, the venue provision comes first, allowing

actions to be “brought in any judicial district wherein

the defendant is found, resides, or transacts business,

39a

Appendix B

or in the judicial district wherein any act or transaction

constituting the violation occurs.” 7 U.S.C. § 25(c). The

national service provision follows and reads, “[p]rocess in

such action may be served in any judicial district of which

the defendant is an inhabitant or wherever the defendant

may be found.” Id. (emphasis added). The statute requires

plaintiffs to first satisfy the venue provision, meaning

Plaintiff must establish Binance.US has had sufficient

minimum contacts with Arizona for this Court to exercise

personal jurisdiction. See Fire & Police Pension, 368 F.

Supp. 3d at 695 n.11. Plaintiff cannot rely on the national

service provision to establish personal jurisdiction.

Specific Personal Jurisdiction

Prong One

Pla inti ff must demonstrate that Binance.US

purposefully directed activities towards Arizona or

purposefully availed itself to the benefits and protection

of Arizona’s laws. See LNS Enters. LLC, 464 F. Supp. 3d

at 1072. To do so, Plaintiff must show that (1) Binance.

US committed an intentional act that was (2) expressly

aimed at Arizona, and that (3) the act caused harm that

Defendant knew would likely be suffered in Arizona. See

Calder v. Jones, 465 U.S. 783, 789-790, 104 S. Ct. 1482, 79

L. Ed. 2d 804 (1984). To prove an intentional act, Plaintiff

must demonstrate “an intent to perform an actual, physical

act in the real world, rather than an intent to accomplish

a result or consequence of that act.” Schwarzenegger, 374

F.3d at 806. “Evidence of availment is typically action

taking place in the forum that invokes the benefits and

40a

Appendix B

protections of the laws in the forum.” Pebble Beach Co. v.

Caddy, 453 F.3d 1151, 1155 (9th Cir. 2006).

Plaintiff claims Binance.US committed an intentional

act by providing “false statements on its website by

directing users to CoinMarketCap.Com’s website,” and

authorizing CoinMarketCap to “proceed on its behalf

as a subsidiary and marketing channel in dereliction of

regulation requirements.” (Docs. 1 at 30 ¶ 164, 32 ¶ 183;

74 at 16.) Binance.US does not argue or dispute this factor.

The Court therefore finds that Binance.US committed

an intentional act by operating in the United States

and allowing CoinMarketCap’s rankings on its website.

Schwarzenegger, 374 F.3d at 806.

Next, Plaintiff must demonstrate that these acts

were intentionally directed at Arizona. “[T]he Ninth

Circuit has consistently found that ‘a mere web presence

is insufficient to establish personal jurisdiction.’” Boehm

v. Airbus Helicopters Inc., 527 F. Supp. 3d 1112, 1120 (D.

Ariz. 2020) (quoting Holland Am. Line Inc. v. Wartsila

N. Am., Inc., 485 F.3d 450, 459 (9th Cir. 2007)). Likewise,

corporations do not purposefully avail themselves to a

specific forum by “passively target[ing] potential and

existing customers across North America.” Id. It follows

that personal jurisdiction is not established when a

defendant is “operating a website that Arizonans could

access, especially when Arizonans were not using the

website disproportionally and were not singled out for

solicitation.” Malcomson v. IMVU, Inc., No. 1 CA-CV

18-0596, 2019 Ariz. App. Unpub. LEXIS 634, 2019 WL

2305013, at *3 (Ariz. Ct. App. May 30, 2019); see also

41a

Appendix B

Cybersell, 130 F.3d at 418 (finding that a website “simply

was not aimed intentionally at Arizona”).

Plaintiff argues Binance.US’s intentional act was

directed at Arizona because in addition to operating a

website accessible by Arizonans, “Binance.US sought

and obtained licensure as a money transmitter from the

Arizona Department of Financial Institutions.” (Doc. 74

at 16 (citations omitted)). Furthermore, Plaintiff notes

that Binance.US operates legally in Arizona despite

being banned in other states. Binance.US counters that

operating a website accessible to Arizona residents does

not constitute an express or intentional act directed at

Arizona.

The Court notes that Plaintiff alleges no facts to

suggest Arizona is being specifically targeted or that

Binance.US purposefully availed themselves. Plaintiff’s

allegations demonstrate that Biance.US operates

its website nationwide, except for an alleged seven

states that banned it. (See Doc. 1 at 11 ¶ 44.) Similarly,

merely complying with Arizona law does not qualify

as intentionally targeting the forum. Binance.US is

responsible for complying with the laws of every state its

website is accessible, and Plaintiff has failed to allege any

intentional acts of Binance.US being conducted in Arizona

outside the accessibility of its website—which contains

a recommendation for CoinMarketCap.com. For these

reasons, the Court finds Plaintiff failed to satisfy factor

two of the Calder test. See Boehm, 527 F. Supp. 3d at 1120.

Even if the Court had found there was enough to

show an intentional act directed at the forum, Plaintiff

42a

Appendix B

still failed to allege that Binance.US knowingly caused

Plaintiff harm in Arizona. Calder’s third factor is satisfied

when a defendant’s intentional act has foreseeable effects

or consequences in the forum. Bancroft & Masters, Inc.

Augusta Nat’l Inc., 223 F.3d 1082, 1087 (9th Cir. 2000).

The forum need not suffer the “brunt” of the harm either

because “[i]f a jurisdictionally sufficient amount of harm

is suffered in the forum state, it does not matter that

even more harm might have been suffered in another

state.” Yahoo! Inc. v. La Ligue Contre Le Racisme Et

L’Antisemitisme, 433 F.3d 1199, 1207 (9th Cir. 2006).

Plaintiff argues that Binance.US caused harm which

it knew was likely to be suffered in Arizona because it

obtained licensure in Arizona, and therefore knew its

misconduct would affect individuals like Plaintiff who

acquire or sell HEX in Arizona. Binance.US argues

Plaintiff failed to establish any intentional harm in Arizona

because Plaintiff does not allege Binance.US had any

contact with Arizona outside its money transmitter state

licensure. Binance.US continues that unspecified potential

investors throughout the United States potentially relying

on its recommendation of CoinMarketCap’s rankings

would not lead it to foresee Plaintiff’s alleged harm in

Arizona.

The Court agrees with Binance.US that Plaintiff

neither alleges any contact in Arizona, nor does he allege

personal reliance on Binance.US’s website. Because

Plaintiff alleges no personal harm or contact with Binance.

US, the Court cannot find that it knowingly and foreseeably

caused the alleged harm in Arizona. See Bancroft, 223

F.3d at 1087. For these reasons, the Court finds that

43a

Appendix B

Plaintiff fails the first prong of the Ninth Circuit’s threeprong test. See LNS Enters. LLC, 464 F. Supp. 3d at 1072.

Because Plaintiff bears the burden of satisfying the first

two prongs of the Ninth Circuit’s three-prong test, see

Morrill, 873 F.3d at 1142, the inquiry would ordinarily

end here. However, the Court will complete the analysis.

Prong Two

To satisfy the second prong, Plaintiff must demonstrate

that but for Binance.US’s activity in Arizona, Plaintiff’s

injuries would not have occurred. See Ballard v. Savage,

65 F.3d 1495, 1500 (9th Cir. 1995). This test is not satisfied

for claims that are “too attenuated.” Doe v. Am. Nat’l Red

Cross, 112 F.3d 1048, 1051 (9th Cir. 1997). Furthermore,

a plaintiff’s claims have to arise from “contacts that the

‘defendant himself’ creates with the forum State.” Walden

v. Fiore, 571 U.S. 277, 284, 134 S. Ct. 1115, 188 L. Ed. 2d

12 (2014). But even then, “the plaintiff cannot be the only

link between the defendant and the forum. Rather, it is

the defendant’s conduct that must form the necessary

connection with the forum State that is the basis for its

jurisdiction over him.” Id. at 285.

Plaintiff’s only argument for satisfying the second

prong is that “Plaintiff’s alleged injuries directly arise

from and are the result of Defendants’ publications of

disparaging statements directed at Arizona and its direct

contact with Arizona customers. But for that contact,

Plaintiff would not have been injured.” Binance.US argues

that Plaintiff fails to allege that any artificial deflation of

HEX would not have arisen “but for” the alleged activity

44a

Appendix B

in Arizona, and that any connection Plaintiff does draw

is far too attenuated.

The Court agrees. Here, Plaintiff alleges that

because Binance.US’s website directed unidentified

potential investors to CoinMarketCap.com’s rankings,

those potential investors did not purchase HEX because

its rankings were artificially deflated, thus harming

Plaintiff and his investment interest in HEX. Plaintiff’s

connection is far too attenuated to demonstrate that “but

for” Binance.US’s website being available in Arizona,

Plaintiff’s allegations as to HEX’s artificial deflation

would not have arisen. See Doe, 112 F.3d at 1051. Besides

the website’s accessibility and Plaintiff purchasing and

selling HEX in Arizona, Plaintiff fails to allege any

specific activity in Arizona that gives rise to his claim

that HEX was artificially deflated via its ranking on

CoinMarektCap.com. See Ballard, 65 F.3d at 1500. For

these reasons, Plaintiff fails to satisfy the second prong.

See LNS Enters. LLC, 464 F. Supp. 3d at 1072.

Prong Three

Because Plaintiff failed the first two prongs, the Court

need not engage in the third, which shifts the burden

to Binance.US. Nonetheless, the Court will conduct the

analysis. The Ninth Circuit provides a seven-factor test

for courts to exercise specific personal jurisdiction over

an out-of-state defendant. The seven factors are:

(1) The extent of the defendants’ purposeful

interjection into the forum state’s affairs;

45a

Appendix B

(2) the burden on the defendant of defending

in the forum; (3) the extent of conflict with

the sovereignty of the defendants’ state; (4)

the forum state’s interest in adjudicating the

dispute; (5) the most efficient judicial resolution

of the controversy; (6) the importance of the

forum to the plaintiff’s interest in convenient

and effective relief; and (7) the existence of an

alternative forum.

Harris Rutsky & Co. Ins. Servs., Inc. v. Bell & Clements

Ltd., 328 F.3d 1122, 1132 (9th Cir. 2003). No single factor

is dispositive. Id.

Binance.US argues all seven factors weigh in its

favor. Binance.US first argues purposeful interjection

is similar to “purposeful direction,” and should thus

weigh in Defendant’s favor because the Complaint does

not allege how Binance.US. purposefully directed its

business in Arizona. See Core-Vent Corp. v. Nobel Indus.

AB, 11 F.3d 1482, 1485, 1488 (9th Cir. 1993) (finding that

even though purposeful availment was satisfied, “[s]ince

the [out-of-state defendants’] contacts were attenuated,

this factor weighs in their favor”). Second, Binance.US

asserts that because it is not located in Arizona, it would

be burdened by defending this action. See Terracom v.

Valley Nat. Bank, 49 F.3d 555, 561 (9th Cir. 1995 (“[T]

he law of personal jurisdiction is asymmetrical and is

primarily concerned with the defendant’s burden.”). Third,

Binance.US again points to the Complaint’s failure to

allege minimum contacts with Arizona to argue that an

exercise of personal jurisdiction in Arizona would conflict

46a

Appendix B

with the sovereignty of Delaware and California, the two

states that could exercise personal jurisdiction over it.

Fourth, Binance.US argues Arizona has little interest

in adjudicating this dispute because the Complaint does

not allege how any Arizona resident, including Plaintiff,

has used Biance.US to their detriment. See, e.g., Chandler

v. Roy, 985 F. Supp. 1205, 1214 (D. Ariz. 1997) (“[A] state

maintains a strong and special interest in exercising

jurisdiction over those who commit tortious acts within

its borders and in providing an effective means of redress

for its residents who are tortiously injured.”). Fifth,

Binance.US argues that the forums’ efficiency favors

the Defendants because the Complaint alleges only

one witness, Plaintiff, who failed to allege any evidence

unrelated to himself that is located in Arizona. Core-Vent

Corp., 11 F.3d at 1489.

Sixth, Binance.US asserts the Supreme Court and

Ninth Circuit do not “give[] much weight to inconvenience

to the plaintiff” and Plaintiff’s preference for his “home

forum” of Arizona “does not affect the balancing.” Id. at

1490. As such, the effectiveness and convenience of relief

lean in Binance.US’s favor. Lastly, Binance.US argues that

Delaware and California are viable alternative forums.

Plaintiff does not engage in this seven-factor test.

Instead, Plaintiff merely argues that Binance.US fails

to address whether exercising personal jurisdiction

would “comport with fair play and substantial justice.”

Plaintiff further argues it would not unreasonably burden

Binance.US to defend itself in Arizona because it obtained

47a

Appendix B

licensure as a money transmitter. The Court agrees with

Binance.US’s analysis and arguments under the Ninth

Circuit’s seven-factor test, and notes Plaintiff failed to

offer substantial arguments or objections to the contrary.

See Cybersell, Inc., 130 F.3d at 415 (“[I]t would not comport

with traditional notions of fair play and substantial justice

. . . for Arizona to exercise personal jurisdiction over an

allegedly infringing [out-of-state] website advertiser who

has no contacts with Arizona other than maintaining a

home page that is accessible to Arizonans, and everyone

else, over the Internet.” (cleaned up)).

For these reasons, the Court finds that Plaintiff has

failed to establish the Court’s personal jurisdiction over

Binance.US. The Court will therefore grant Defendant

Binance.US’s MTD for lack of personal jurisdiction. Being

moot, the Court will not address Binance.US’s arguments

under Rule 12(b)(6).

B. Personal Jurisdiction Over CoinMarketCap

CoinMarketCap argues this Court does not have

personal jurisdiction over it, because it is a Delaware

corporation that is not alleged to have any place of business,

operation, or employees in Arizona. CoinMarketCap

also argues Plaintiff fails to allege any injuries arising

from or relating to Arizona, or any of CoinMarketCap’s

in-forum activities. As such, CoinMarketCap contends

Plaintiff cannot establish specific jurisdiction in Arizona.

Plaintiff again raises the argument that the CEA’s

national service of process provision confers jurisdiction

over CoinMarketCap. Additionally, Plaintiff argues

48a

Appendix B

personal jurisdiction exists under the Ninth Circuit’s

three-prong test, because CoinMarketCap directs its

activities in Arizona through its website, has a partnership

with Binance.US to be advertised on that website, and

CoinMarketCap cannot show any burden exists by

defending this action in Arizona.

Her e , t he pa r t ie s a l so do not d i sput e t hat

CoinMarketCap is incorporated in Delaware, has no

principal place of business in Arizona, and is not alleged

to have an agent for service of process in Arizona,

any licensure, mailing addresses, offices, or physical

operations in Arizona. Having no basis to exercise

general jurisdiction, the Court will whether it has specific

jurisdiction. See LNS Enters. LLC, 464 F. Supp. 3d at 1072.

Personal Jurisdiction Under the CEA

Plaintiff raises the exact same arguments here as he

did in response to Binance.US’s MTD. The Court rejects

this argument for the same reasons stated above. See Fire

& Police Pension, 368 F. Supp. 3d at 695 n.11.

Specific Personal Jurisdiction

The Court will again apply the Ninth Circuit’s threeprong test to determine if specific personal jurisdiction

may be exercised over CoinMarketCap. See LNS Enters.

LLC, 464 F. Supp. 3d at 1072.

49a

Appendix B

Prong One

Plaintiff argues CoinMarketCap committed an

intentional act by providing false rankings on its website,

which is accessible in Arizona. CoinMarketCap does not

dispute this factor. The Court finds this factor is satisfied.

See Schwarzenegger, 374 F.3d at 806.

However, the parties disagree on whether this

act was expressly aimed at Arizona. Plaintiff asserts

CoinMarketCap’s website was expressly aiming at

Arizona because (1) it advertised on Binance.US, a

licensed Arizona money transmitter, (2) CoinMarketCap

and Binance.US are strategic partners, and (3) Binance.

US certified to Arizona consumers that CoinMarketCap.

com’s information was reliable.

CoinMarketCap counters that its website’s mere

accessibility in Arizona and/or a third party website’s

advertisements are not enough to find that its activity was

expressly aimed at Arizona. CoinMarketCap also notes

that Plaintiff does not allege that CoinMarketCap.com was

involved in any purchase or sale of cryptocurrency, or that

any part of its website is specifically directed at Arizona.

The Cour t ag rees w ith CoinMarketCap. The

Ninth Circuit finds that “express aiming” occurs when

a defendant is alleged to have engaged in wrongful

conduct “individually targeting a known forum resident.”

Bancroft, 223 F.3d at 1087. At most, Plaintiff alleges

that CoinMarketCap.com’s rankings were individually

ta rgeting Plainti ff when Binance.US adver tised

50a

Appendix B

CoinMarketCap.com on its own website. But Plaintiff

fails to allege that any part of CoinMarketCap’s website

is specifically targeting Plaintiff or Arizona residents.

CoinMarketCap.com’s accessibility in Arizona does not

alone satisfy the second prong. See Cybersell, Inc., 130

F.3d at 415; see also Handsome Music, LLC v. Etoro

USA LLC, LACV-20-08059(VAP) (JCx), 2020 U.S. Dist.

LEXIS 238942, 2020 WL 8455111, at *5 (C.D. Cal. Dec.

17, 2020) (finding a company’s “online trading platform”

was not “directed at” the forum because plaintiffs did not

demonstrate “something more” than the mere operation of

the website); see also JST Performance, Inc. v. Shenzhen

Aurora Tech. Ltd., No. CV-14-1569-PHX-SMM, 2015

WL 12683958, at *4 (D. Ariz. Sept. 2, 2015) (operating “a

passive website, even if it displays advertisements that

include infringing material, is insufficient to establish

personal jurisdiction”).

Plaintiff further argues that CoinMarketCap caused

harm it knew Plaintiff would suffer in Arizona because

their “intentional act has foreseeable effects in the forum.”

Bancroft, 223 F.3d at 1087. Plaintiff argues that because

CoinMarketCap.com is accessible in Arizona and because

CoinMarketCap artificially deflated the ranking of HEX—

which Plaintiff acquired and sold in the forum—the

harm alleged was foreseeable. Even if the Court were to

agree with Plaintiff, the Court cannot find that Plaintiff

demonstrates purposeful direction because he failed to

establish CoinMarketCap intentionally targeted Arizona.

See Calder, 465 U.S. at 789-90; LNS Enters. LLC, 464

F. Supp. 3d at 1072. Any alleged harm is too attenuated

because Plaintiff’s allegations center on a third party’s

51a

Appendix B

(Binance.US) advertisements of CoinMarketCap.com as

a website with reliable cryptocurrency rankings—not any

conduct CoinMarketCap directed at Arizona. Bancroft,

223 F.3d at 1087.

The Court must therefore turn to whether Plaintiff

presented any evidence of purposeful availment that would

justify the Court to exercise personal jurisdiction. See

Pebble Beach Co., 453 F.3d at 1154 (purposeful availment

“is typically action taking place in the forum that invokes

the benefits and protections of the laws in the forum”).

As previously discussed, Plaintiff does not dispute that

CoinMarketCap is incorporated in Delaware, has no

principal place of business in Arizona, and has no agent

for service of process in Arizona, any licensure, mailing

addresses, offices, or physical operations in Arizona.

As such, the Court cannot justify exercising personal

jurisdiction over CoinMarketCap. See Cybersell, Inc., 130

F.3d at 415. Despite failing the first prong in the Ninth

Circuit’s three-prong test, the Court will continue the

analysis.

Prong Two

Plaintiff bears the burden of demonstrating that

“but for” CoinMarketCap’s activity in Arizona, Plaintiff’s

claim would not have arisen. See Ballard, 65 F.3d at 1500.

Plaintiff offers no specific arguments to satisfy this prong.

Plaintiff broadly asserts that his “alleged injuries directly

arise from and are the result of Defendants’ publications of

disparaging statements directed at Arizona and its direct

contact with Arizona consumers. But for that conduct,

52a

Appendix B

Plaintiff would not have been injured.” (Doc. 75 at 16.)

CoinMarketCap counters that the Complaint fails to allege

that the administration of the website’s ranking system

occurred in or was directed in Arizona. CoinMarketCap

also notes that Plaintiff alleges no personal contact with

CoinMarketCap or its website. CoinMarketCap thus

argues that the only connection to Arizona is that Plaintiff

in Arizona when his alleged injury occurred.

T he Cou r t f inds that Pla inti f f has fa i led t o

demonstrate that his claim arose out of CoinMarketCap’s

activities in Arizona. Plaintiff’s “challenged conduct” of

CoinMarketCap have nothing to do with Arizona. See

Walden, 571 U.S. at 289; see also Morrill, 873 F.3d at

1142 (where the “sole connection to the forum state” is

that plaintiff resides there, that connection is insufficient

to establish specific jurisdiction over a non-resident

corporation); see also Shaw v. Vircurex, No. 18-cv-00067PAB-SKC, 2019 U.S. Dist. LEXIS 109796, 2019 WL

2636271, at *4 (D. Colo. Feb. 21, 2019) (finding a lack of

specific jurisdiction in a cryptocurrency case in which

“[t]he only alleged connection between defendants and

Colorado is harm suffered by a Colorado resident”).

For these reasons, the Court does not find that

CoinMarketCap’s alleged conduct is “tethered to [Arizona]

in any meaningful way,” Picot, 780 F.3d at 1215, and that

the only connection between that alleged conduct and

Arizona is that Plaintiff’s injury occurred in Arizona. See

Shaw, 2019 U.S. Dist. LEXIS 109796, 2019 WL 2636271,

at *4. Furthermore, because Plaintiff never alleges any

personal contact with CoinMarketCap or its website,

53a

Appendix B

it is far too attenuated to demonstrate that “but for”

Defendant’s website being available in Arizona, HEX’s

artificial deflation would not have arisen. See Doe, 112

F.3d at 1051. Because Plaintiff does not allege claims that

arise out of or relate to any in-forum activities, Plaintiff

fails to satisfy prong two of the Ninth Circuit’s test. See

LNS Enters. LLC, 464 F. Supp. 3d at 1072.

Prong Three

Because Plaintiff failed to meet his burden of

demonstrating the first two prongs, the Court need

not consider the third. See Morrill, 873 F.3d at 1142.

However, the Court will address this prong regardless.

Neither party addressed the Ninth Circuit’s seven-factor

test, see supra section III(A)(2)(c). CoinMarketCap does

argue that: (1) exercising jurisdiction over it would violate

“traditional notions of fair play and substantial justice, see

Int’l Shoe Co., 326 U.S. at 310; (2) under Plaintiff’s theory,

CoinMarketCap could be subject to any state that a user

can access their website and allege harm from out-of-state

conduct with no connection to the forum, see id. at 316;

and (3) Defendant should not be subjected to litigation in

Arizona, where it does not “reasonably anticipate being

haled into court there,” World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 297, 100 S. Ct. 559, 62 L. Ed. 2d

490 (1980), and where the form has no connection to the

suit other than the Plaintiff’s residence.

Plaintiff contends CoinMarketCap Defendants

intentionally availed itself to Arizona by partnering

with Binance.US, because of its Arizona license as a

54a

Appendix B

money transmitter. Plaintiff therefore believes it is not

unreasonable to burden Defendant with defending itself

in Arizona. In Reply, CoinMarketCap asserts Plaintiff

baselessly describes CoinMarketCap and Binance.US

as a “partnership” based only on a referral website link.

CoinMarketCap continues that a referral link alone does

not create a partnership under the law, nor does it subject

CoinMarketCap to personal jurisdiction in any forum

that Binance.US transacts business. And notably, neither

CoinMarketCap nor Binance.US are alleged to be Arizona

corporations.

Although the parties did not brief the relevant sevenfactor test, the Court will nonetheless weigh those factors.

Factor one weighs in CoinMarketCap’s favor because

the only traceable act in Arizona is the accessibility of

CoinMarketCap.com. Next, CoinMarketCap would be

burdened by defending itself in Arizona because it has

virtually no presence here—it is not an Arizona company,

and it has no offices, employees, or service of process

agents here. Factor three weighs in CoinMarketCap’s

favor because it is incorporated in Delaware. Factor

four also weighs in CoinMarketCap’s favor because the

only interest Arizona has in this litigation is tied to

Plaintiff’s status as an Arizona resident and his alleged

injury occurred here. The law dictates that this alone is

not enough. Additionally, Plaintiff does not allege that

he relied on CoinMarketCap’s rankings, or that he ever

looked at their website before purchasing HEX. It follows

that Arizona is not the most efficient judicial resolution of

the controversy, as CoinMarketCap has no ties to Arizona

beyond its website’s accessibility. Factor six, however,

55a

Appendix B

weighs in Plaintiff’s favor because as a resident of the

forum, Arizona would be the most convenient forum for

him. Finally, an alternative forum exists in Delaware,

where CoinMarketCap is incorporated. Weighing all

factors, CoinMarketCap prevails in demonstrating that it

would be unreasonable for the Court to exercise specific

jurisdiction over it.

For these reasons, the Court finds that Plaintiff has

failed to allege personal jurisdiction over Defendant

CoinMarketCap. The Court will therefore grant Defendant

CoinMarketCap’s MTD for lack of personal jurisdiction.

The Court need not reach Defendant’s arguments for

dismissal under Federal Rule of Civil Procedure 12(b)(6)

as they are moot.

Personal Jurisdiction Over BCM and Individual

Defendants

BCM moves to Dismiss Plaintiff’s Complaint for lack

of personal jurisdiction. See Fed. R. Civ. P. 12(b)(2). BCM

argues that besides acquiring CoinMarketCap in 2020,

Plaintiff’s claims have nothing to do with BCM. First,

BCM contends no personal jurisdiction can be established

because it is a foreign investment company with no alleged

offices, employees, or operations anywhere in the United

States. Next, BCM argues that specific jurisdiction does

not exist because Plaintiff did not allege that the alleged

suppression of HEX is tied to BCM’s actions with Arizona,

nor do Plaintiff’s alleged injuries arise from, or relate

to, any alleged contacts by BCM with Arizona. BCM

also argues that Plaintiff conflates BCM with Binance

Holdings Ltd., a separate and distinct entity.

56a

Appendix B

Plaintiff again claims that the Court can exercise

personal jurisdiction over BCM under the national service

of process provision of the CEA. See 7 U.S.C. § 25(c).

Plaintiff in his Response also raises for the first time that

the Court has personal jurisdiction over BCM because it

acted as the alter ego of Binance.US. Plaintiff contends

that BCM could influence market prices by knowingly

directing users to false rankings set by CoinMarketCap,

which is allegedly BCM’s subsidiary and strategic partner.

Lastly, Plaintiff claims that:

(1) Binance misrepresented the true ranking

of H EX t h r ough Coi n M a rket Cap.com ,

which is deemed as “objective” (while other

websites ranked HEX at 201)[,] (2) Binance’s

misrepresentations occurred in connection

with advertising itself as a place to buy and

sell cryptocurrency, and (3) Plaintiff occurred

injury when Binance failed to disclose the true

ranking of HEX, which he relied on to sell HEX

during the Suppression period.

(Doc. 73 at 5.)

However, outside his claims for personal jurisdiction

under the CEA, and BCM’s acting as an alter-ego for

Binance.US, Plaintiff fails to assert whether the Court

has general jurisdiction or if specific jurisdiction can be

exercised under the Ninth Circuit’s test.

57a

Appendix B

General Personal Jurisdiction

Plaintiff does not allege that BCM is incorporated

anywhere in the United States or where its principal

place of business is. Plaintiff also does not argue general

jurisdiction over Defendant. Absent sufficient factual

allegations, general jurisdiction may only be established

whether BCM’s contacts with Arizona are so “continuous

and systematic as to render [it] essentially at home in the

forum State.” Daimler, 571 U.S. at 139 (internal quotation

marks omitted). BCM provides some evidence that it is a

foreign investment company organized under the laws of

the British Virgin Islands. (See Doc. 71 at 4.) Plaintiff does

not dispute this. Plaintiff does, however, allege that it is

unclear where BCM is headquartered. BCM counters that

the “lack of any headquarters does not make [Arizona] its

jurisdictional home.” See Reynolds v. Binance Holdings

Ltd., 481 F. Supp. 3d 997, 1003 (N.D. Cal. 2020).

The Court finds that Plaintiff failed “to identify

other facts, alleged or otherwise, that would make this

case exceptional under Daimler and place [BCM] ‘at

home’ in [Arizona].” Id. Furthermore, where factual

allegations could be drawn from the Complaint to suggest

Plaintiff satisfies Daimler, BCM argues that Plaintiff

has improperly conflated BCM with Binance Holdings,

Ltd., a non-party that operates a foreign cryptocurrency

exchange. (See, e.g., Doc. 1 at 10 ¶ 35) (“Binance has

regularly and intentionally engaged in numerous online

cryptocurrency transactions inside the United States,

with United States residents. In addition, Binance has

promoted, inside the United States, the sale of digital

58a

Appendix B

assets on its exchange.”). Plaintiff does not refute these

assertions in his Response to BCM’s MTD. 2 (See Doc. 73.)

Finally, BCM notes that non-party Binance Holdings

Ltd. has been involved in other federal lawsuits like

the one here, and the courts have found no personal

jurisdiction over the non-party. See Reynolds, 481 F.

Supp. 3d 997. Accordingly, the Court has no basis to find

general jurisdiction.

Specific Personal Jurisdiction

The Court will analyze the Ninth Circuit’s threeprong test to determine whether it can exercise specific

2. See also BCM’s further arguments regarding Plaintiff’s

allegations: “Plaintiff’s assertion that Binance Holdings Ltd.

regularly engages in transactions with U.S. customers is belied

by his very own allegations. As alleged in the Complaint, Binance.

com has not been available to U.S. users since 2019—well before

the alleged suppression period began in September 2020. [(Doc.

1 at 10 ¶ 36.)] During the time period relevant to the allegations

in the Complaint, Plaintiff alleges that U.S. users have bought,

sold, and traded cryptocurrencies on the Binance.US platform,

which is owned and operated by Defendant [Binance.US] Trading

Services Inc. [(Id. ¶ 41.)] Plaintiff then questions ‘whether there

is any meaningful distinction’ between Binance Holdings Ltd

and [Binance.US] Trading Services. [(Id. ¶ 67.)] There is no basis

to equate [Binance.US] with Binance Holdings Ltd., and then

to equate Binance Holdings Ltd. with BCM. Allegations must

be supported by facts, not innuendo. See Barba v. Lee, No. CV

09-1115-PHX-SRB, 2009 U.S. Dist. LEXIS 132415, 2009 WL

874768, at *4 (D. Ariz. Nov. 4, 2009).” (Doc. 71 at 8 n.5.) Plaintiff

does not rebut this or provide an argument to the contrary.

59a

Appendix B

jurisdiction over BCM. See LNS Enters. LLC, 464 F. Supp.

3d at 1072.

Prong One

Despite bearing the burden to establish this prong,

Plaintiff does not analyze this prong. See Morrill, 873

F.3d at 1142. BCM does argue that Plaintiff has failed

to allege purposeful direction and availment. BCM also

argues that Plaintiff fails to allege that any of its conduct

regarding the suppression of HEX and the administration

of CoinMarketCap’s rankings was directed at Arizona

specifically.

BCM also argues that Plaintiff erroneously conflates

BCM with Binance Holdings Ltd. to allege that BCM “has

regularly and intentionally engaged in numerous online

cryptocurrency transactions inside the United States”

and “has promoted, inside the United States, the sale of

digital assets on its exchange. (See Docs. 71 at 9; 1 at 10

¶ 35.) BCM contends there is no factual or legal basis to

merge these two entities, nor does Plaintiff set forth a

basis to do so in his Response.

Because mere accessibility of a website in the United

States does not give rise to specific jurisdiction, see

Cybersell, Inc., 130 F.3d at 415, and because Plaintiff

does not refute the supposed improper conflation of BCM

and Binance Holdings Ltd., the Court finds that Plaintiff

has not established that BCM directed an act directed

at Arizona or purposefully availed itself to the forum.

See Matus v. Premium Nutraceuticals, LLC, No. EDCV

60a

Appendix B

15-01851 DDP (DTBx), 2016 U.S. Dist. LEXIS 70878,

2016 WL 3078745, *3 (C.D. Cal. May 31, 2016) (“Absent

‘something more’ than the maintenance of a minimally

interactive website, Plaintiff has not met its burden to

satisfy even the purposeful availment prong of the specific

jurisdiction test.”).

Prong Two

To satisfy the second prong, Plaintiff must demonstrate

that “but for” BCM’s activity in Arizona, Plaintiff’s claim

wouldn’t have arisen. See Ballard, 65 F.3d at 1500. Again,

Plaintiff fails to make any arguments under this prong.

BCM notes that Plaintiff does not allege that his claims

arise out of or relate to BCM’s activity directed at Arizona.

The Court agrees that Plaintiff did not meet his burden

to allege that his injuries would not have occurred but for

BCM’s Arizona activity. Plaintiff’s only allegation tying

any of BCM’s conduct to Arizona was that he resided

there at the time he purchased, sold, and was allegedly

harmed by the suppression of HEX. But an injury to a

forum resident is insufficient, “rather, it is the defendant’s

conduct that must form the necessary connection with the

forum State that is the basis for its jurisdiction over him.”

Walden, 134 S. Ct. at 1122; see also Shaw, 2019 U.S. Dist.

LEXIS 109796, 2019 WL 2636271, at *4 (finding a lack of

specific jurisdiction in a cryptocurrency case in which “the

only alleged connection between defendants and Colorado

is harm suffered by a Colorado resident”). Prong two is

thus not satisfied.

61a

Appendix B

Prong Three

Despite Plaintiff not meeting his burden under

prongs one and two, the Court will nonetheless analyze

the third, weighing the seven factors articulated by the

Ninth Circuit. See Harris Rutsky & Co. Ins. Servs., Inc.,

328 F.3d at 1132.

First, Plaintiff fails to allege any facts that satisfy

factor one. Second, BCM’s burden to defend itself

in Arizona would be substantial because BCM is an

international company that conducts no business in the

United States. Third, there are no allegations that any

state has had any contacts with BCM. Fourth, Plaintiff

fails to allege facts to support this factor, as the only tie to

Arizona is that his alleged injury occurred in the forum.

Fifth, Plaintiff does not allege that Arizona would provide

the most efficient resolution of this controversy, and the

Court finds no reasons to support that. Sixth, the Court

acknowledges that Arizona would be the most convenient

for Plaintiff because it is where he resides. Lastly, the

Court finds that Plaintiff fails to allege any other forum

in the United States where Defendant BCM has had any

connection.

As such, the Court finds that almost all seven factors

weigh in BCM’s favor and thus specific jurisdiction cannot

be exercised under the Ninth Circuit’s three-prong test.

See LNS Enters. LLC, 464 F. Supp. 3d at 1072.

62a

Appendix B

Personal Jurisdiction Under the CEA

Plaintiff also raises the exact same arguments here

as he did in response to Binance.US and CoinMarketCap’s

MTD under the CEA’s national service of process

provision. For the same reasons stated above, the Court

rejects this argument. See also Fire & Police Pension,

368 F. Supp. 3d at 695 n.11.

Personal Jurisdiction Under Plaintiff’s

Alter-Ego Assertions

In his Response, Plaintiff for the first time argues

that BCM is the alter ego of Binance.US, and that the

Court may therefore exercise personal jurisdiction over

it via Binance.US’s contacts with Arizona. Despite the

Court dismissing Binance.US as a party to this suit for

lack of personal jurisdiction, the Court will still engage

in an analysis.

“[T]he alter ego test may be used to extend personal

jurisdiction to a foreign parent or subsidiary when, in

actuality, the foreign entity is not really separate from

its domestic affiliate.” Williams v. Yamaha Motor Co.

Ltd., 851 F.3d 1015, 1021 (9th Cir. 2017) (quoting Ranza v.

Nike, Inc., 793 F.3d 1059, 1073 (9th Cir. 2015)). Under this

test, Plaintiffs must make out a prima facie case that “(1)

that there is such unity of interest and ownership that the

separate personalities of the two entities no longer exist

and (2) that failure to disregard their separate entities

would result in fraud or injustice.” Harris Rutsky & Co.

Ins. Servs., Inc., 328 F.3d at 1134 (cleaned up). “Conclusory

63a

Appendix B

allegations of ‘alter ego’ status are insufficient to state

a claim. Rather, a plaintiff must allege specifically both

of the elements of alter ego liability, as well as facts

supporting each. Rodriguez v. Whole Foods Mkt. Inc., No.

CV-18-08301-PCT-SMB, 2019 U.S. Dist. LEXIS 118747,

2019 WL 3220538, at *4 (D. Ariz. July 17, 2019) (quoting

Neilson v. Union Bank of Cal., N.A., 290 F. Supp. 2d 1101,

1116 (C.D. Cal. 2013)).

Unity of Interest

Arizona courts generally consider several factors

in considering unity of interest. These include: (1) the

parent’s stock ownership; (2) common officers or directors;

(3) financing of subsidiary by the parent; (4) the parent’s

payment of salaries and other expenses of subsidiary; (5)

any failure of the subsidiary to maintain formalities of

separate corporate existence; (6) similarity of logo; and (7)

plaintiff’s lack of knowledge of the subsidiary’s separate

corporate existence. 2019 U.S. Dist. LEXIS 118747, [WL]

at *3. Furthermore, “corporate status will not be lightly

disregarded” because the test envisions “substantially

total control over the management and activities” and

“isolated occurrences of some of these factors are not

enough.” Id. (cleaned up).

When countering this claim, BCM again asserts that

Plaintiff confuses BCM with Binance Holdings Ltd.,

a foreign cryptocurrency exchange platform that has

already been found to not be an alter ego of Binance.

US, when it refers to actions of “Binance” or “BCM.” See

Reynolds, 481 F. Supp. 3d at 1004-09.

64a

Appendix B

Stock Ownership

Plaintiff alleges that “on information and belief”

BCM and Individual Defendant Changpeng Zhao own

a significant portion of Binance.US. (Doc. 1 at 11 ¶ 42.)

BCM counters that Plaintiff never alleges that Binance.

US is a subsidiary of BCM, only that Binance.US is an

“affiliate.” (See Doc. 1 at 2 ¶ 5(c)). BCM further argues that

even if it had an ownership interest in Binance.US, “total

ownership” is “alone insufficient to establish the requisite

level of control.” Ranza, 793 F.3d at 1073. Lastly, BCM

contends that even if Zhao had an ownership interest in

Binance.US, it “does not support an inference that [BCM]

has an ownership interest in [Binance.US].” Reynolds, 491

F. Supp. 3d at 1008 n.7. Without more from Plaintiff, the

Court agrees that there are insufficient allegations that

BCM exercises the requisite level of control over Binance.

US. See Sandoval v. Ali, 34 F. Supp. 3d 1031, 1040 (N.D.

Cal. 2014) (rejecting conclusory allegations of a unity of

interest between two corporate entities founded upon

“information and belief”).

Common Officers and Directors

Plaintiff alleges that the CEO of Binance.US stated

in an interview that she reports to Binance.US’s board of

directors, which included Individual Defendants Zhao and

Wei Zho (Binance’s then CFO). (Doc. 1 at 35 ¶ 201.) BCM

argues that the mere sharing of officers and directors

“does not undermine the entities’ formal separation.”

Ranza, 793 F.3d at 1074; see also Kramer Motors, Inc. v.

British Leyland, Ltd., 628 F.2d 1175, 1177 (9th Cir. 1980)

65a

Appendix B

(finding there was no alter ego relationship even where

parent and subsidiary had overlapping directors); see

also AMA Multimedia LLC v. Sagan Ltd., No. CV-1601269-PHX-DGC, 2016 U.S. Dist. LEXIS 139097, 2016

WL 5851622, at *4 (D. Ariz. Oct. 6, 2016) (“[Plaintiff]

does identify some common officers and directors, but

such overlap is not sufficient to establish an alter ego

relationship”). The Court finds that this factor weighs in

Plaintiff’s favor but acknowledges BCM’s point that it is

not alone dispositive.

Financing

Plaintiff makes no allegations regarding BCM

financing Binance.US, paying any of its debts, or that

Binance.US is inadequately capitalized. The Court

therefore agrees with Defendant’s argument that “[a]

plaintiff’s failure to discuss a unity of interest factor

weighs against the finding of alter ego liability.” Reynolds,

481 F. Supp. 3d at 1007.

Payments

Plaintiff fails to allege that BCM pays any of Binance.

US’s expenses, salaries, or that the two entities commingle

funds and assets. This factor thus favors BCM.

Corporate Formalities

Plaintiff alleges that Binance.US “uses Binance’s

wallet, matching engine, and other technologies” and

“offers a very similar interface.” (Doc. 1 at 11 ¶¶ 41,

66a

Appendix B

43.) However, BCM argues that Plaintiff has conflated

BCM with Binance Holdings Ltd., and that Plaintiff

does not allege how this arrangement demonstrates

BCM’s disregarding corporate formalities in a way that

makes Binance.US a “mere instrumentality” of BCM.

See Rodriguez, 2019 U.S. Dist. LEXIS 118747, 2019 WL

3220538, at *3. Moreover, Defendant argues that even

if Binance.US licenses the name “Binance” and certain

technologies from Binance, a licensing arrangement is

insufficient to confer personal jurisdiction. See Bancroft,

223 F.3d at 1086. The Court notes that Plaintiff again

fails to dispute BCM’s assertions that it is erroneously

conflated with Binance Holdings Ltd., when Plaintiff

refers to “Binance.” Plaintiff also fails to cite any law

demonstrating that this factor should weigh in his favor.

Therefore, the Court finds this factor weighs in favor of

BCM.

Similarity of Logo

Plaintiff argues that:

Binance takes American users to Binance.US’s

website (assuming that there is a distinction at

all) and Binance.US provides Binance Services,

as that phrase is defined in the Binance

Terms, in that it utilizes internet or blockchain

technologies developed by Binance and one or

more Binance ecosystem components such as

‘digital asset trading platform.’

(Docs. 73 at 13; 1 at 34-35 ¶ 200.) Plaintiff also alleges

that “[a]s a Binance Operator, Binance.US currently lacks

67a

Appendix B

a CEO and the only individuals remaining on its board

are Binance executives.” (Doc. 1 at 35 ¶ 203.) BCM again

counters that Plaintiff has conflated BCM with Binance

Holdings Ltd., and that a federal court has already held

that the allegations concerning Binance Holdings Ltd. and

Binance.US’s “websites and technological platforms do

not weigh in favor of finding alter-ego liability.” Reynolds,

481 F. Supp. 3d at 1007. BCM further argues that even

separate entities representing themselves “as one online

does not rise to the level of unity of interest required to

show companies are alter egos.” Corcoran v. CVS Health

Corp., 169 F. Supp. 3d 970, 984 (N.D. Cal. 2016). Because

Plaintiff does not dispute that he has conflated BCM with

Binance Holdings Ltd. and fails to cite any law supporting

his argument, the Court agrees with BCM that this factor

weighs in BCM’s favor.

Lack of Knowledge

Plaintiff alleges that he is unsure where “Binance

ends and Binance.US begins or even whether there is

any meaningful distinction between the two at all.” (Doc.

1 at 16 ¶ 67.) BCM counters that Plaintiff “must do more

[than] make conclusory statements regarding an alter

ego relationship . . . the plaintiff must allege specific facts

supporting application of the alter ego doctrine.” Barba v.

Lee, No. CV-09-1115-PHX-SRB, 2009 U.S. Dist. LEXIS

132415, 2009 WL 8747368, at *4 (D. Ariz. Nov. 4, 2009).

The Court agrees that Plaintiff’s allegations are merely

conclusory statements, and that this factor weighs in

BCM’s favor. For these reasons, the Court finds Plaintiff

has failed to establish a unity of interest. See Rodriguez,

2019 U.S. Dist. LEXIS 118747, 2019 WL 3220538, at *3.

68a

Appendix B

Fraud or Injustice

The second prong of the alter ego test requires a

showing that failure to disregard the separate corporate

identities “would result in fraud or injustice.” Williams,

851 F.3d at 1021. Plaintiff alleges that:

As a Binance Operator, Binance.US is bound by

the Binance Terms as well as by the terms of

its supposed “brand partnership” with Binance

and any technology licenses with Binance.

Binance.US is also responsible for ensuring

that Binance’s US operations, including

those of its Operator and strategic partner

CoinMarketCap.com, comply with American

law.

(Doc. 73 at 13.)

BCM counters that Plaintiff fails to allege any facts

under the second prong that demonstrate fraud or an

inequitable result. The Court agrees. Plaintiff makes

mere conclusory statements without factual allegations

to assert fraud or injustice. See Rodriguez, 2019 U.S.

Dist. LEXIS 118747, 2019 WL 3220538, at *4 (noting that

Plaintiff does not even address how it would sanction a

fraud or promote injustice”); see also Gardner v. Starkist

Co., 418 F. Supp. 3d 443, 465 (N.D. Cal. 2019) (finding that

alter-ego theory failed because the Complaint failed to

even “mention[] a possible inequitable result”). Plaintiff

does not mention how the alleged partnership creates a

fraud or injustice, which “must relate to the forming of the

69a

Appendix B

corporation or abuse of the corporate form, not a fraud or

injustice generally.” In re Western W. States Wholesale

Nat. Gas Litig., 605 F. Supp. 2d 1118, 1133 (D. Nev. 2009).

Because Plaintiff fails to allege such facts, the Court finds

Plaintiff’s claims fail under both prongs of the alter ego

test. See Rodriguez, 2019 U.S. Dist. LEXIS 118747, 2019

WL 3220538, at *4.

Personal Jurisdiction Over Binance

Individual Defendants

The Binance Individual Defendants assert that there

is no personal jurisdiction over them because—as Plaintiff

alleges—they live in Taiwan, Malta, and outside of Arizona.

(See Doc. 1 at 9-10 ¶¶ 32-34.) Furthermore, the Binance

Individual Defendants argue that there are no allegations

that any of them had any contact with Arizona, none of

them live in the United States, and that the fiduciary shield

doctrine prevents the assertion of personal jurisdiction

over them. Plaintiff offers no competing arguments and

fails to defend personal jurisdiction in his Response.

The Binance Individual Defendants describe Plaintiff’s

allegations as nothing more than vague descriptions of

their alleged positions in Binance.

The Complaint alleges that the Binance Individual

Defendants are “control persons of the Corporate

Defendants,” with “significant knowledge” and “financial

interests” in certain cryptocurrencies. (See Doc. 1 at

12 ¶¶ 50-51, 23 ¶ 104.) However, the Binance Individual

Defendants note that the Complaint does not identify any

affirmative conduct attributable to them or any conduct

connecting them with the suppression of HEX.

70a

Appendix B

Defendants argue that a prima facie case for general

jurisdiction cannot be established because none of the

Binance Individual Defendants reside in Arizona. The

Complaint alleges that Changpeng Zhao resides in

Taiwan, Yi He resides in Malta, and that although Plaintiff

does not know where Ted Lin resides, that he was not a

resident of Arizona. (Id. at 8-9, 33-34 ¶¶ 27, 32-34, 186-87,

198.) The Court thus agrees that it does not have general

jurisdiction over these defendants. See Daimler, 571 U.S.

at 137. The Complaint is similarly devoid of allegations

of affirmative conduct that would give rise to specific

jurisdiction. With no alleged facts, and no arguments

made by Plaintiff in his Response, the Court agrees

that there is no prima facie case for specific personal

jurisdiction either.

The Binance Individual Defendants also object to

personal jurisdiction based on an attenuated association

with BCM, arguing such an exercise is not available

under the fiduciary shield doctrine. The fiduciary shield

doctrine provides personal jurisdiction over nonresident

corporate directors and officers based on the contacts

with their employer. See M2 Software Inc. v. M2 Comms.,

L.L.C., 149 F. App’x 612, 615 (9th Cir. 2005); Davis v.

Metro Prods., Inc., 885 F.2d 515, 520 (9th Cir. 1989). For

Plaintiff to overcome the fiduciary shield doctrine, he must

establish that (1) CoinMarketCap or BCM are alter egos

of the Binance Individual Defendants, or (2) the Binance

Individual Defendants were the “guiding spirit” behind

the wrongful conduct, see Davis, 885 F.2d at 521, 523 n.10,

in that they “personally directed the activities toward

the forum state giving rise to the complaint.” Indiana

71a

Appendix B

Plumbing Supply v. Standard of Lynn, 880 F. Supp. 743,

750 (C.D. Cal. 1995). Likewise, the corporate officer must

be the “primary participant in the alleged wrongdoing”

or have “had control of, and direct participation in the

alleged activities.” AMA Multimedia LLC, 2020 U.S. Dist.

LEXIS 188394, 2020 WL 5988224, at *2 (citation omitted).

Plaintiff fails to allege any of these claims. To start,

Plaintiff does not allege that BCM or CoinMarketCapare

alter egos of the Binance Individual Defendants. See

Success Is Yours, Inc. v. LifeSuccess Publ, LLC, No.

CV10-0758-PHX DGC, 2010 U.S. Dist. LEXIS 112457,

2010 WL 4225880, at *3 (D. Ariz. Oct. 21, 2010) (finding

that conclusory allegations about defendants being “the

guiding spirit and driving force behind” the alleged

wrongdoing are “not sufficient”). To the extent Plaintiff

intended the Binance Individual Defendants to be included

in the argument for BCM being an alter ego of Binance.

US, the Court has already determined in this Order that

Plaintiff failed to allege such a claim.

Lastly, Plaintiff never alleges that the Binance

Individual Defendants directed the suppression of

HEX. Rather, at most Plaintiff alleges that the Binance

Individual Defendants were “aware at the time Binance

purchased CoinMarketCap.com that there were issues

with its rankings” and that, “[u]pon information and

belief,” the Binance Individual Defendants have “large

holdings” in certain cryptocurrencies that compete with

HEX. (See Doc. 1 at 12 ¶ 50, 25 ¶ 130.) But as the Binance

Individual Defendants note, mere awareness or incentives

to suppress HEX is not the same allegation as stating that

72a

Appendix B

they personally directed, ratified, or even participated

in the alleged suppression. See Tangiers Investors, L.P.

v. Americhip Int’l, Inc., No. 11CV339 JLS BGS, 2011

U.S. Dist. LEXIS 83820, 2011 WL 3299099, at *2 (S.D.

Cal. Aug. 1, 2011) (plaintiff’s conclusory allegations that

fraud occurred with CEO’s “knowledge and support” was

insufficient to conclude that he “was the driving force or

primary participant in the alleged wrongdoing”). The

same applies here. For all these reasons, the Court finds

that Plaintiff has failed to establish personal jurisdiction

over the Binance Individual Defendants.

Plainti f f ’s R eque st for Add itiona l

Discovery

Finally, Plaintiff argues that if the Court is inclined to

grant BCM’s MTD for lack of personal jurisdiction, which

it is, that Plaintiff first be given time to conduct further

jurisdictional discovery. See Laub v. United States DOI,

342 F.3d 1080, 1093 (9th Cir. 2003) (“[D]iscovery should

ordinarily be granted where pertinent facts bearing on the

question of jurisdiction are controverted or where a more

satisfactory showing of the facts is necessary.” (quoting

Butcher’s Union Loc. No. 498 v. SDC Inv., Inc., 788 F.2d

535, 540 (9th Cir. 1986)).

On the other hand, Defendants BCM and Binance

Individual Defendants argue that Plaintiff’s request

should be denied because his jurisdictional allegations are

fundamentally flawed, and Plaintiff fails to make a showing

that discovery would produce facts establishing personal

jurisdiction. See Pebble Beach Co., 453 F.3d at 1160

73a

Appendix B

(“Where a plaintiff’s claim of personal jurisdiction appears

to be both attenuated and based on bare allegations in

the face of specific denials made by the defendants, the

Court need not permit even limited discovery.” (cleaned

up)). As such, to obtain additional discovery Plaintiff

must demonstrate “more than a hunch that it might yield

jurisdictionally relevant facts.” Boschetto v. Hansing, 539

F.3d 1011, 1020 (9th Cir. 2008).

Here, Plaintiff ’s entire argument for personal

jurisdiction over BCM relies on his arguments under

the CEA, which the Court rejects as a matter of law,

and alter ego claim—essentially conceding that the

Court lacks general or specific personal jurisdiction

over BCM in Arizona. Furthermore, Plaintiff does not

even attempt to argue personal jurisdiction for the

Binance Individual Defendants in his Response. Like the

Reynolds court, which denied jurisdictional discovery

on an alter ego theory between Binance Holdings Ltd.

and Binance.US because the plaintiff’s “bare allegations

[were] insufficient to justify jurisdictional discovery,”

the Court finds the same true here. 481 F. Supp. 3d at

1010. Just like in Reynolds, here Plaintiff fails “to offer

any details supporting the assertion that discovery will

establish facts supporting this Court’s jurisdiction over

[BCM] under Plaintiff’s alter ego theory.” Id.; see also

Armstrong v. GM LLC, No. CV-20-00284-PHX-DLR,

2020 U.S. Dist. LEXIS 203859, 2020 WL 8024424, at *3

(D. Ariz. Oct. 29, 2020) (denying jurisdictional discovery

where plaintiff merely “postulates” that defendant “might

not have followed all the corporate formalities”); see also

Sutcliffe v. Honeywell Int’l, Inc., No. CV-13-01029-PHX-

74a

Appendix B

PGR, 2015 U.S. Dist. LEXIS 40382, 2015 WL 1442773,

at *10 (D. Ariz. Mar. 30, 2015) (denying “jurisdictional

discovery related to the internal relationships among the

various Airbus-related entities”).

Therefore, the Court will deny Plaintiff’s request for

jurisdictional discovery and grant BCM’s MTD for lack of

personal jurisdiction. As such, the Court need not reach

BCM and the Binance Individuals’ arguments for failure

to state a claim and failure to provide proper service, as

they are moot.

IV. DISMISSED WITH PREJUDICE

“A district court should grant leave to amend even

if no request to amend the pleading was made, unless it

determines that the pleading could not possibly be cured

by the allegation of other facts.” Lopez v. Smith, 203

F.3d 1122, 1127 (9th Cir. 2000) (cleaned up). Plaintiff’s

Complaint, Response, and oral argument assertions fail

to assert any facts that could satisfy personal jurisdiction.

Plaintiff’s Complaint will therefore be dismissed with

prejudice.

V. CONCLUSION

IT IS ORDERED granting Defendants Binance.US,

CoinMarketCap, and BCM’s MTD. (Docs. 70; 71; 72.)

IT IS FURTHER ORDERED dismissing Plaintiff’s

Complaint with prejudice. (Doc. 1.)

75a

Appendix B

IT IS FURTHER ORDERED instructing the Clerk

of Court to terminate this case.

Dated this 10th day of February, 2023.

/s/ Susan M. Brnovich

Honorable Susan M. Brnovich

United States District Judge

76a

C THE UNITED

APPENDIX C —Appendix

ORDER OF

STATES COURT OF APPEALS FOR THE

NINTH CIRCUIT, FILED DECEMBER 4, 2024

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

RYAN COX, INDIVIDUALLY AND ON BEHALF

OF ALL OTHER SIMILARLY SITUATED,

Plaintiff-Appellant,

COINMARKETCAP OPCO, LLC; et al.,

Defendants-Appellees.

No. 23-15363

D.C. No. 3:21-cv-08197-SMB

District of Arizona,

Prescott

Filed December 4, 2024

ORDER

Before: BERZON, HURWITZ, and JOHNSTONE,

Circuit Judges.

Judge Johnstone has voted to deny the petition for

rehearing en banc, and Judge Berzon and Judge Hurwitz

so recommend. The full court was advised of the petition

77a

Appendix C

for rehearing en banc, and no judge requested a vote on

whether to rehear the matter en banc. Fed. R. App. P. 35.

The petition for rehearing en banc, Dkt. No. 54, is

DENIED.

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.