People Center, Inc. v. Deel, Inc. et al

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
PEOPLE CENTER, INC.,
Plaintiff,
v.
DEEL, INC., et al.,
Defendants.
Case No. 25-cv-02576-CRB
ORDER DENYING MOTIONS TO
DISMISS IN PART AND
GRANTING IN PART; DENYING
MOTION TO STRIKE; DENYING
MOTION FOR ATTORNEY FEES
People Center, Inc. d/b/a Rippling (“Rippling”) brings its First Amended Complaint
against Deel, Inc. (“Deel”); Alexandre “Alex” Bouaziz, Philippe Bouaziz, and Daniel
“Dan” Westgarth (collectively the “Individual Defendants”) for permanent injunctive relief
and compensatory, exemplary, punitive, and treble damages. 	FAC (dkt. 54) ¶¶ 64–65.
Rippling alleges that Defendants carried out a corporate espionage scheme by directing a
former Rippling employee to access and transmit confidential trade secrets and internal
documents. Rippling brings six claims against the Defendants including a civil action
under the Racketeering Influenced and Corrupt Organizations Act (“RICO”), conspiracy to
violate RICO, misappropriation of trade secrets, and other federal and state law claims.
Defendants move to dismiss Rippling’s claims under the doctrine of forum non
conveniens, for a lack of personal jurisdiction, for insufficient service of process, and for a
failure to state a claim. Deel also filed a special motion to strike Rippling’s state law
claims as well as a motion for attorneys’ fees based on its prior motion to strike. The
Court GRANTS in part Deel’s motion to dismiss for a failure to state a claim as to
Rippling’s state law claims and DENIES the remaining motions.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 1 of 49 PageID
#: <pageID>

2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
I. 	BACKGROUND
A. 	Parties and Claims
Rippling is a Delaware corporation with its principal place of business in San
Francisco, California. Id. ¶ 13. Founded in 2016, Rippling is a software company that
offers a global workforce management system for businesses to manage internal
workflows, including human resources (“HR”), IT, and finance. Id. Rippling has offices
worldwide, including a subsidiary in Dublin, Ireland. Id.
Deel is a Delaware corporation with its registered headquarters in San Francisco,
California. Id. ¶ 16. Founded in 2019, Deel is a global workforce management software
that connects employers in over 150 countries with remote workers through a platform that
manages global human resources, payroll, and compliance. Id. Alex Bouaziz is the co-
founder and Chief Executive Officer. Id. ¶ 17. 	Philippe Bouaziz is Alex’s father and
Deel’s Chief Financial Officer, chairman, and purported whistleblowing contact. Id. ¶ 18.
Dan Westgarth is the Chief Operating Officer. Id. ¶ 19.
Rippling alleges the Defendants and others conspired to, and did conduct, a
corporate espionage scheme to steal Rippling’s trade secrets. FAC ¶ 1. In executing the
alleged scheme, CEO Alex Bouaziz hired Keith O’Brien, a Rippling employee based in
Ireland, to act as a corporate spy for Deel. Id. ¶ 2. In exchange for cryptocurrency
payments, O’Brien allegedly followed Deel’s direction to unlawfully obtain confidential
information from Rippling’s internal databases and sent this information directly to Deel.
Id. Rippling brings six causes of action:
1) RICO, 18 U.S.C. § 1962: against Deel, Alex Bouaziz, and Philippe Bouaziz
2) Conspiracy to Violate RICO, 18 U.S.C. § 1962(d): against Deel, Alex Bouaziz,
Philippe Bouaziz, Dan Westgarth
3) Misappropriation of Trade Secrets in Violation of the Defend Trade Secrets Act,
18 U.S.C. § 1836, et seq.: against Deel
4) Tortious Interference with Contract: against Deel
5) Aiding and Abetting Breach of Fiduciary Duty: against Deel
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 2 of 49 PageID
#: <pageID>

3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
6) Unfair Competition, Cal. Bus. & Prof. Code § 17200 et seq.: against Deel
Id. ¶¶ 64–65.
Deel filed two separate motions to dismiss: one for forum non conveniens (“FNC”)
and another for a failure to state a claim. Deel FNC MTD (dkt. 88); Deel 12(b)(6) MTD
(dkt. 89). Alex and Phillipe Bouaziz filed a motion to dismiss—joining Deel’s arguments
on FNC and failure to state a claim and further asserting a lack of personal jurisdiction
under Rule 12(b)(2) and insufficient service of process under Rule 12(b)(5). Bouaziz
MTD (dkt. 111).
Dan Westgarth also moved to dismiss, joining the other defendants’ arguments on
FNC and failure to state a claim, as well as on the separate grounds of lack of personal
jurisdiction and insufficient service of process. Westgarth MTD (dkt. 112). Because the
arguments for FNC and failure to state a claim are common to all Defendants, the Court
addresses them together. The issues of personal jurisdiction and service of process are
specific to the Individual Defendants and are discussed separately.
B. 	Jurisdictionally Relevant Facts
1. 	Deel
Deel is a Delaware corporation with its registered headquarters in San Francisco.
FAC ¶¶ 13, 18. Deel concedes that its principal place of business is located in San
Francisco but argues that this location does not demonstrate a meaningful connection to
the forum. Deel FNC MTD at 14. Deel asserts that this address is merely a mailing
address; Deel does not run its company operations out of California, maintain any
documents there, and is in the process of changing the address to another state. Deel FNC
MTD at 11. Deel executives assert that Deel does not have any physical presence in
California, and its key executives and decision-making personnel do not reside or work in
San Francisco or California. Shuo Wang Decl. (dkt. 48-2) ¶¶ 6–8. Rather, they are
concentrated in countries in Europe and the Middle East and only travel to California for
trade conferences that “have nothing to do with this action.” Id.
Deel lists its San Francisco address in its SEC filings, Terms of Service, and
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 3 of 49 PageID
#: <pageID>

4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Privacy Policy. FAC ¶ 16 n.4. Additionally, Rippling identifies two civil lawsuits in San
Francisco County against foreign customers, where Deel cites the San Francisco forum and
venue clauses in its customer agreements. Opp’n Deel FNC MTD Ex. 1, Ex. 10 ¶ 3.
Notably, Deel filed one of these lawsuits after Rippling brought the underlying claims in
this Court. Id. Furthermore, Deel has many employees, directors, funders, and Board
Members who work remotely from the Bay Area. Id. Ex. 9.1
2. 	Alex Bouaziz
Alex is a citizen of Israel and France and, since 2020, he has resided in Tel Aviv,
Israel. A. Bouaziz Decl. (dkt. 111-1) ¶¶ 2–3. Alex has visited California four times since
2021 for short trips. Id. ¶ 8. Rippling points to his three-month stay in San Francisco in
2018 to show his connection to this forum, but that stay occurred before the alleged
conduct and appears to have been a business trip. Opp’n Individual Def. MTD at 17–18.
3. 	Philippe Bouaziz
Philippe2 is a citizen of Israel and France, and resided in Tel Aviv, Israel from 2012
to 2023. P. Bouaziz Decl. (dkt. 111-2) ¶¶ 1–2. Since 2023, Philippe moved to Dubai and
has lived and worked there. Id. Philippe has visited California nine times since 2021 for
short trips. Id. ¶ 8.
4. 	Dan Westgarth
Westgarth is a U.K. citizen who has lived in Dubai since June 2022. Westgarth
Decl. (dkt. 112-2) ¶¶ 2–3. He owns property in New York and South Dakota but states
that neither has ever been his primary residence. Id. ¶ 3. A June 2025 Deel event
1 Deel and Rippling disagree on several jurisdictionally relevant facts, and related discovery
disputes are currently pending before Judge Cisneros. See Dkt. 148. At this preliminary stage,
and based on the available facts, the Court determines that Deel has substantial connections to this
forum because it has availed itself of the benefits of this jurisdiction by listing San Francisco in its
regulatory forms here, conducting substantial business here, and filing its own lawsuits in this
forum.
2 Rippling cites an exhibit (dkt. 129-13) to purportedly show that Philippe is associated with
various addresses in the United States. Opp’n Individual Def.’s MTD at 19. Importantly, this
exhibit appears to be a record of a different person with the same name. The person listed in this
exhibit is ten years younger than Philippe, has a Social Security number (while Philippe does not),
and Philippe attested that he has no connection to the listed addresses. Bouaziz Reply (dkt. 145) at
6; P. Bouaziz Supp. Decl. ¶¶ 1–3.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 4 of 49 PageID
#: <pageID>

5
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
described him as “now calling New York City home.” Opp’n Indv. Def.’s MTD (dkt. 129)
Ex. 8. He briefly visited California in 2022 to do “some limited work for Deel.” Westgarth
Decl. ¶ 4.
C. 	Factual Background
In 2022, Deel was a Rippling customer and developed similar HR software
products. Id. ¶ 42. As Deel expanded, Rippling raised concerns about growing
competitive interests and Deel’s access to its intellectual property as a customer, so
Rippling terminated the customer relationship with Deel in November 2022. Id. ¶ 44.
Following their split, Rippling alleges Deel attempted to gather confidential information
from Rippling, like “positively encouraging” employees to bring information from prior
employers to Deel and using misleading email accounts to impersonate potential
customers. Id. ¶¶ 52, 55. Rippling also alleges that two of its former employees,
Conspirator-1 and Conspirator-2,3 shared confidential information with Deel when they
began working for Deel in early 2024. Id. ¶¶ 49–50. Conspirator-1 served as Director of
National Accounts at Rippling before becoming a Director of Partnerships at Deel in
January 2024. Id. ¶ 27. Rippling alleges that Conspirator-1 downloaded sensitive trade
secret documents before his termination from Rippling. 	Id. ¶ 49. When Rippling
demanded Conspirator-1 return the documents, as required by his contract, Deel’s
attorneys hired a third-party forensic investigator to erase the records. Id.
Conspirator-2 began working at Deel in February 2024. Id. ¶¶ 28, 50. According to
Deel whistleblowers, he improperly retained confidential Rippling documents in
anticipation of exchanging them for payment by the Individual Defendants. Id. ¶ 50.
When Conspirator-2 joined Deel, he shared stolen Rippling materials with Deel
executives, including Alex Bouaziz, to benefit Deel at Rippling’s expense. Id. ¶¶ 50–51.
3 Notably, these former employees are not parties to the action, but Rippling intends to call them
as witnesses. Opp’n Individual Def.’s MTD (dkt. 129) at 18. Both Conspirator-1 and
Conspirator-2 are residents of California. FAC ¶ 21–22.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 5 of 49 PageID
#: <pageID>

6
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
1. 	Alleged Corporate Espionage Scheme with O’Brien
In March 2024, Alex Bouaziz connected with Keith O’Brien on LinkedIn, who was
then a payroll compliance manager at Rippling. Id. ¶ 57. O’Brien applied for a similar
role at Deel but was not offered the job and, after the application process, they exchanged
messages about interview feedback. Id. They continued messaging, and a few months
later, O’Brien told Alex he had started a new payroll consulting company called Global
Payroll Geeks. Id. ¶ 58. Alex referred O’Brien to Dan Westgarth to explore a service
provider arrangement. Id. ¶¶ 57–58. When O’Brien told Alex he was considering leaving
Rippling to dedicate himself full-time to his payroll business, Alex suggested they speak
by phone. Id. During this call, Alex allegedly recruited O’Brien to serve as a “spy” for
Deel. Id. ¶ 59. When O’Brien agreed to the arrangement, Alex made a three-way phone
call with O’Brien and his father, Philippe Bouaziz, to discuss the logistics of the alleged
scheme. Id.
Alex allegedly instructed O’Brien to send him stolen Rippling information via
Telegram, where messages cannot be forwarded and auto-delete after 24 hours. Id. ¶¶ 60–
61. Payments would be made in a separate Telegram channel with Philippe and a third
individual, the “Watchman.” Id. O’Brien began receiving compensation for his spying
activities when he received a $6,000 bank transfer from Westgarth’s wife. Id. ¶ 64.
Philippe informed O’Brien that all subsequent payments would be in cryptocurrency to
make the financial transfers harder to trace. Id. ¶ 65. These payments continued until
March 13, 2025. Id.
On a near-daily basis, Alex instructed O’Brien to access secure internal Rippling
databases hosted by Salesforce, Slack, and Google, all of which are in the United States.
Id. ¶ 67–68. O’Brien transmitted confidential information from Rippling, such as Slack
searches and content within Salesforce and Google Drive repositories, directly to Alex via
Telegram, for his use at Deel. Id. ¶ 68. Rippling alleges that vast amounts of trade secrets
were stolen and used to give Deel an unfair competitive advantage in poaching Rippling
customers and employees and misappropriating private product roadmaps. Id. ¶ 100.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 6 of 49 PageID
#: <pageID>

7
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Once Deel gained access to Rippling’s internal roadmaps, Deel gained “significant
competitive advantages,” and Rippling alleges none of this information would have been
available to Deel “but-for its spying scheme.” Id. ¶ 103. Rippling alleges that access to its
trade secrets “gave Deel an unlawful head start in launching or developing competing
products” and “where Deel benefitted, so did Alex and Philippe personally via their
investment vehicles.” Id. ¶ 127. This alleged scheme included “stolen product roadmaps,
competitive battlecards, and over 6,000 queries through Rippling’s Slack channels,” all of
which provided distinct customer or product information. Id. ¶ 129.
For example, Rippling alleges O’Brien accessed or downloaded its customer list on
more than 600 occasions between November 2024 and March 2025. Id. ¶¶ 104–05.
Additionally, O’Brien allegedly acted on Alex’s instructions and stole contact information
for Rippling employees. Id. ¶ 109. Alex and Westgarth then used that information to
contact at least 21 Rippling employees via LinkedIn and WhatsApp, and at least ten were
offered jobs at Deel, often without a substantive interview. Id. ¶¶ 110–12.
When O’Brien told Alex he wanted to leave Rippling to focus on Global Payroll
Geeks, Alex also directed O’Brien to contact Dan Westgarth. Id. ¶ 72. Alex said
Westgarth would “see to it that [his] consulting company Global Payroll Geeks[] would
get money from Deel.” Id. In January 2025, Alex created a WhatsApp group with
himself, Westgarth, and O’Brien called “Keith <> Dan.” Id. Alex also promised to make
Global Payroll Geeks a preferred partner if the scheme continued. Id.
In February 2025, Rippling became aware of a possible spy accessing its internal
databases when a reporter contacted Rippling about its sanctions compliance program,
citing internal Slack messages related to the reporter’s assertions. Id. ¶¶ 113–15. Learning
that the messages were in the possession of a non-employee, Rippling opened a security
investigation. Id. ¶ 115. Rippling’s forensic team identified O’Brien as the source of the
shared messages that the reporter referenced. Id.
To confirm O’Brien’s involvement stemmed from Deel, on March 3, 2025,
Rippling’s General Counsel initiated a “honeypot operation” and sent a letter to three
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 7 of 49 PageID
#: <pageID>

8
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
individuals: Philippe Bouaziz, Deel’s Head of U.S. Legal, and an employment attorney at
Deel’s outside law firm. Id. ¶ 119. The letter included a screenshot of a fake Slack
channel named #d-defectors where former Deel employees, now employed by Rippling,
shared negative information about Deel. Id. ¶ 120. This channel “was set up as part of a
ruse to confirm that Deel was instructing O’Brien to search for specific information in
Rippling’s Slack.” Id. ¶ 121. That same day, at Alex’s instruction, O’Brien accessed the
#d-defectors channel five times. Id. ¶¶ 123, 125.
2. 	Alleged “Cover-Up” and Irish Proceedings
On March 12, 2025, Rippling sought and obtained an emergency form of relief to
prevent O’Brien from destroying evidence after the honeypot operation. FAC ¶ 130.
Rippling filed an ex parte motion for an Anton Piller order, an order from the High Court
in Ireland requiring O’Brien to turn over his electronic devices to an independent third
party for forensic imaging. Id. ¶ 2 n.2. “[N]on-compliance with the order has a likely risk
of imprisonment in the Irish legal system.” Id. This order began proceedings in Ireland
(“the Irish Proceedings”).
On March 14, 2025, a court-appointed, independent solicitor visited Rippling’s
Dublin office to serve O’Brien with the court order. Id. ¶ 131. O’Brien “hid in the
bathroom to delete evidence” and fled the office when warned about the potential for
imprisonment for violating the order. Id. Over the course of two weeks, O’Brien allegedly
maintained daily contact with Deel attorneys, including Asif Malik, who said “Deel would
move O’Brien and his family to Dubai,” cover his legal costs, and “financially reward[]”
O’Brien if he “kept quiet and stuck with the plan.” Id. ¶ 134. O’Brien then destroyed his
phone with an axe and flushed it down the drain of his mother-in-law’s house. Id. ¶¶ 135–
36. That evening, O’Brien’s wife spoke with Malik for about an hour to discuss Deel’s
plan for O’Brien. Id. ¶ 137.
On March 17, Rippling filed its initial Complaint in this Court (the “U.S.
Proceedings”), and Deel responded with a series of public statements. Id. ¶ 138. These
statements included allegations that Rippling purportedly made payments to Russia that
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 8 of 49 PageID
#: <pageID>

9
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
violated government sanction policies, and that O’Brien reported these payments to the
Central Bank of Ireland.4 Id. ¶ 139. On March 19, O’Brien appeared in Irish court to hand
over his devices, specifically his phone, in compliance with the Anton Piller Order. Id. ¶
140. O’Brien informed the judge that he had previously destroyed his phone, and the court
reprimanded him. Id. ¶ 141. Rippling’s First Amended Complaint further details
allegations of a complex “cover-up” by O’Brien, Deel, the Individual Defendants, Malik,
and others that include deleting evidence, making false statements to media outlets, and
obstructing justice—most of which are not relevant to the U.S. Proceedings and are being
litigated in the Irish Proceedings.5 Id. ¶¶ 142–59. On March 27, O’Brien agreed to
cooperate, met with the court-appointed independent solicitor, handed over his personal
devices for imaging, and swore an affidavit disclosing everything he knew about the
scheme. Id. ¶ 149; see O’Brien Decl.
a. 	Procedural Posture of the Irish Proceedings
In Ireland, an Anton Piller order can only be issued within a substantive proceeding
pending before the Irish courts. Justice Clarke Decl. (dkt. 102-1) ¶¶ 7–8. It cannot be
obtained in a standalone motion, in aid of a substantive U.S. proceeding, or through letters
rogatory. Id. ¶ 7. The plaintiff must identify and plead the underlying claim so the court
can assess the requested relief, supervise the execution of the order, and enforce
compliance through attachment for contempt if needed. Id. ¶ 8.
When Rippling brought the proceedings in the Irish High Court to obtain the Anton
Piller Order, it listed O’Brien as the sole defendant and had claims related to violations of
Trade Secret Regulations. Anton Piller Mot. (dkt. 102-13) ¶¶ 9–11. After O’Brien failed
to comply with the order on March 14 by deleting evidence and refusing to hand over his
4 In O’Brien’s sworn declaration, he states that he knew these allegations were false when he made
them, and only did so at Malik’s instruction. O’Brien Decl. (dkt. 56-1) ¶ 34.
5 The Amended Irish Complaint distinguishes the scope of the U.S. Proceedings and the Irish
Proceedings: “As appears from the complaint in the U.S. Proceedings, [Rippling]’s claims against
Deel in the U.S. Proceedings are confined to Deel’s conduct prior to the time on 14 March 2025
when Deel learned that Rippling had discovered its wrongful conduct including civil racketeering
and misappropriation of trade secrets.” Amended Irish Compl. (dkt. 111-4) ¶ 15.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 9 of 49 PageID
#: <pageID>

10
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
devices, Rippling applied to the High Court of Ireland for an order to enforce compliance.
FAC ¶ 131; Anton Piller Mot. ¶ 13–14. While this application was before the High Court,
on March 27, Rippling, its Irish subsidiary, and O’Brien signed an agreement
(“Cooperation Agreement”). FAC ¶ 153 n.37. The Cooperation Agreement stated
O’Brien would fully cooperate with and assist in the U.S. Proceedings and, on March 31,
Rippling would notify the Irish court that the Anton Piller order was no longer required
because O’Brien had remedied his breach of the order. Justice Clarke Decl. ¶ 12;
Cooperation Agreement (dkt. 102-16 Ex. 14) § F.
On April 2, two days after the Anton Piller application against O’Brien was
resolved, Rippling added Deel, Alex Bouaziz, Mr. Mieli, and Asif Malik to the
proceedings. Id. ¶13. Rippling subsequently filed a Statement of Claim focusing solely on
these parties (“Ireland Defendants”) and their alleged involvement in O’Brien’s breach of
the Anton Piller order after March 14, 2025. Id. ¶¶ 14–15; see Amended Irish Compl. at
15 ¶¶ 62–68, at 16 ¶¶ 1–15.
b. 	Scope of the Irish Proceedings
The pleadings establish that Rippling’s claims in the Irish Proceedings against the
Ireland Defendants only concern their alleged conduct after March 14.6 Amended Irish
Compl. ¶ 16 (“The Plaintiffs’ claims against the Deel Defendants in these proceedings is
confined to their unlawful conduct to frustrate the Order subsequent to the time on 14
March 2025 when Deel learned that Rippling had discovered its wrongful conduct and to
defamatory statements made by the Deel Defendants to that end.”). Facts alleged relating
to events before March 14 are listed for the limited purpose of providing background
evidence supporting Rippling’s claim that the Ireland Defendants made defamatory
statements. Id. ¶¶ 19–24. The claims listed in the Amended Irish Complaint all relate to
6 The Irish Proceedings arise from the same core factual allegations and will require consideration
of much of the same evidence and testimony as this case. The disputes are closely related, but the
claims and parties differ, and the Irish Proceedings concern a distinct period—the events after
March 14—whereas the U.S. Proceedings address conduct primarily before that date. For purposes
of the FNC analysis, they are more appropriately characterized as related proceedings, not
identical or dependent actions.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 10 of 49 PageID
#: <pageID>

11
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
obstruction of justice, defamation, and damages arising from conduct after March 14. Id.
¶¶ 59–68, at 16 ¶¶ 1–15. No trade secrets claims are asserted in the Irish Proceedings. Id.
Notably, Rippling’s claims in the Irish Proceedings “can only succeed if and to the extent
that the Court becomes satisfied that the wrongdoing alleged to have occurred after March
14 is established and amounts to actionable wrong or wrongs.” Justice Clarke Decl. ¶ 17.
II. 	DISCUSSION
First, the Court addresses the order in which the issues should be decided. Second,
it turns to the Individual Defendants’ motions to dismiss for lack of personal jurisdiction.
Third, the Court evaluates the Defendants’ motions to dismiss for FNC. Fourth, it
determines whether the Court’s alternative service order was invalid, such that the claims
should be dismissed for improper service of process. Fifth, the Court addresses
Defendants’ 12(b)(6) motions to dismiss for failure to state a claim. And last, the Court
analyzes Deel’s special motion to strike and motion for attorneys’ fees.
A. 	Order of Issues
The Defendants all move to dismiss on FNC grounds, asserting that Ireland is the
more appropriate forum. See Deel FNC MTD; Bouaziz MTD; Westgarth MTD. They
argue the Court should address FNC before the other pending motions, describing this as a
“textbook case for immediate forum non conveniens dismissal.” Deel FNC MTD at 5
(quoting Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (2007)); see
Bouaziz MTD at 3; Westgarth MTD at 3.
Under Sinochem, a court may dismiss on FNC grounds without first resolving
jurisdictional issues because FNC is a non-merits basis for dismissal, and “jurisdiction is
vital only if the court proposes to issue a judgment on the merits.” Sinochem, 549 U.S. at
431–32. However, that approach is appropriate only when the FNC determination does
not depend on disputed jurisdictional facts. Id. at 435. When facts central to personal
jurisdiction are disputed, a court should not assume their truth for purposes of resolving
FNC without first analyzing them under a personal jurisdiction framework. Id. (“[W]here
subject-matter or personal jurisdiction is difficult to determine, and forum non conveniens
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 11 of 49 PageID
#: <pageID>

12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
considerations weigh heavily in favor of dismissal, the court properly takes the less
burdensome course.”)
Here, Defendants dispute the location of the alleged wrongful conduct, contending
that the relevant acts occurred in Ireland, where O’Brien accessed Rippling’s databases,
rather than in San Francisco, where Rippling alleges the harm was felt at its headquarters.
Deel FNC MTD at 11; Bouaziz MTD at 6; Westgarth MTD at 3. The Individual
Defendants also challenge personal jurisdiction, asserting they lack the requisite forum
contacts, while Rippling argues that they purposefully directed their conduct in the alleged
espionage scheme at California. Bouaziz MTD at 15–20; Westgarth MTD at 5–9; see Deel
FNC MTD at 11. These disputes over the Defendants’ forum contacts and the alleged
wrongdoings are jurisdictional in nature and overlap with the FNC analysis.
Because these overlapping facts must be resolved to determine whether dismissal is
appropriate, the Court, under the guidance from Sinochem, first decides the personal
jurisdiction motions to resolve the factual disputes. Sinochem, 549 U.S. at 432. It is only
after those issues are resolved that the Court considers dismissal on FNC grounds.
B. 	Personal Jurisdiction
Rippling argues that the Individual Defendants are subject to jurisdiction in
California for three reasons: (1) specific jurisdiction under purposeful direction of tortious
conduct at the forum; (2) jurisdiction under Federal Rule of Civil Procedure 4(k)(2); (3)
personal jurisdiction under the RICO statute, 18 U.S.C. § 1965(b). 	Opp’n Indv. Def.’s
MTD at 6–16. The Court concludes that the Individual Defendants are subject to specific
jurisdiction and does not reach the remaining bases for jurisdiction.
1. 	Specific Jurisdiction
Under Rule 12(b)(2) of the Federal Rules of Civil Procedure, a defendant may move
to dismiss for lack of personal jurisdiction. It is the plaintiff’s burden to establish the
court’s personal jurisdiction over a defendant. Cubbage v. Merchent, 744 F.2d 665, 667
(9th Cir. 1984). The court may consider evidence presented in affidavits or order
discovery on jurisdictional issues. Data Disc, Inc. v. Sys. Tech. Assoc.’s, Inc., 557 F.2d
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 12 of 49 PageID
#: <pageID>

13
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
1280, 1285 (1977). “When a district court acts on a defendant’s motion to dismiss under
Rule 12(b)(2) without holding an evidentiary hearing, the plaintiff need make only a prima
facie showing of jurisdictional facts to withstand the motion to dismiss.” Ballard v.
Savage, 65 F.3d 1495, 1498 (9th Cir. 1995) (internal citations omitted). In this context, a
prima facie showing is established if the plaintiff has produced admissible evidence which,
if believed, would be sufficient to establish the existence of personal jurisdiction.
Rippling does not contend the Individual Defendants are subject to general
jurisdiction. Accordingly, the Court only retains jurisdiction if the Individual Defendants
are subject to specific jurisdiction in California. Specific jurisdiction depends on the
relationship between “the defendant, the forum, and the litigation.” Walden v. Fiore, 571
U.S. 277, 284 (2014) (quoting Keeton v. Hustler Mag., Inc., 465 U.S. 770, 775 (1984)).
“Although a nonresident defendant’s physical presence within the territorial jurisdiction of
the court is not required,” such a defendant must still have “minimum contacts” with the
forum state, “such that the suit does not offend traditional notions of fair play and
substantial justice.” Id. at 283 (citation omitted). As a framework for applying these
principles, the Ninth Circuit has “established a three-prong test for analyzing a claim of
specific personal jurisdiction.” Schwarzenegger, 374 F.3d at 802. In particular:
(1) The non-resident defendant must 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 laws;
(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.
Id. (citation omitted).
The Court finds that the Individual Defendants are subject to specific personal
jurisdiction, since all elements of the Schwarzenegger test are met.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 13 of 49 PageID
#: <pageID>

14
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
a. 	Purposeful Direction
For “suits sounding in tort,” such as this one, the Ninth Circuit applies the
“purposeful direction analysis.” AMA Multimedia, LLC v. Wanat, 970 F.3d 1201, 1208
(9th Cir. 2020) (quotation omitted). Purposeful direction, or the “effects test,” requires
that a defendant have “[1] committed an intentional act, [2] expressly aimed at the forum
state, [3] causing harm that the defendant knows is likely to be suffered in the forum state.”
Schwarzenegger, 374 F.3d at 803 (citing Dole Food Co. v. Watts, 303 F.3d 1104, 1111
(9th Cir. 2002)).
i. 	Intentional Act
To satisfy the intentional act prong, “the defendant must act with the ‘intent to
perform an actual, physical act in the real world.’” Picot v. Weston, 780 F.3d 1206, 1214
(9th Cir. 2015) (quoting Schwarzenegger, 374 F.3d at 806). “The threshold of what
constitutes an intentional act is relatively low.” AirWair Int’l Ltd. v. Schultz, 73 F. Supp.
3d 1225, 1233 (N.D. Cal. 2014).
Bouazizes: Rippling alleges Alex and Phillipe Bouaziz personally recruited O’Brien
to steal Rippling’s trade secrets and oversaw and directed the scheme. FAC ¶¶ 59, 61–62.
Rippling also claims Alex directed O’Brien’s actions and personally received the stolen
trade secrets. Id. ¶ 56. Furthermore, Rippling alleges that Philippe provided “critical
direction for the scheme” by setting up the logistics of the arrangement and coordinating
with “the Watchman” to send cryptocurrency payments to O’Brien. Id. ¶¶ 59, 60–62.
Westgarth: Rippling alleges Westgarth participated in the discussions with O’Brien
to create the arrangement for the theft of trade secrets. Id. ¶¶ 57–59. Further, Rippling
alleges Westgarth personally called employees from Rippling and offered them specialized
roles at Deel, “with the expectation that they bring confidential materials from their prior
employers to Deel,” and presented confidential sales strategy materials internally at Deel.
Id. ¶¶ 111–12.
The Court finds that the facts described above are sufficient to be considered
intentional acts by the Individual Defendants.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 14 of 49 PageID
#: <pageID>

15
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
ii. 	Express Aim
The express aiming inquiry centers on whether the defendant specifically targeted
the forum state. See Morrill v. Scott Fin. Corp., 873 F.3d 1136, 1143 (9th Cir. 2017). The
defendant’s forum contacts “must be the defendant’s own choice and not ‘random,
isolated, or fortuitous.’” Ford Motor Co., 592 U.S. at 359, 141 (quoting Keeton v. Hustler
Magazine, Inc., 465 U.S. 770, 774 (1984)). Accordingly, express aiming requires
“something more” than a “foreign act with foreseeable effects in the forum state.”
Washington Shoe v. A-Z Sporting Goods, Inc., 704 F.3d 668, 675 (9th Cir. 2012),
abrogated on other grounds by Axiom Foods, Inc. v. Acerchem Int’l, Inc., 874 F.3d 1064
(9th Cir. 2017).
Moreover, a court’s analysis “must focus on the defendant’s contacts with the
forum state, not the defendant’s contacts with the resident of the forum.” Picot v. Weston,
780 F.3d 1206, 1214 (9th Cir. 2015). A defendant does not purposefully direct its
activities at the forum state when the only link to the forum is the unilateral activity of the
plaintiff or a third party. See Walden, 571 U.S. at 284–85. Accordingly, “mere injury to a
forum resident is not a sufficient connection to the forum” because an injury is
“jurisdictionally relevant only insofar as it shows that the defendant has formed a contact
with the forum State.” Id. at 290. The proper question is “whether the defendant’s
conduct connects him to the forum in a meaningful way,” not where the plaintiff felt the
injury. Id.
The First Amended Complaint alleges a coordinated scheme in which the Individual
Defendants collectively directed O’Brien to access Rippling’s internal databases and steal
trade secrets, thereby interfering with Rippling’s customer relationships and gaining an
advantage in product development and market competition. FAC ¶¶ 4–6. Rippling
primarily develops and maintains its trade secrets, proprietary technology, customer
relationships, and strategic business information at Rippling’s headquarters in San
Francisco. Opp’n to Deel FNC Mot. (dkt. 102) at 3. The Individual Defendants are
alleged to have played a role in planning, facilitating, and benefitting from the acquisition
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 15 of 49 PageID
#: <pageID>

16
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
of this information to help Deel compete with Rippling in the California marketplace. Id.
at 9.
Notably, O’Brien was directed to obtain and share information about 31 Rippling
customers located in California, a majority of whom were located in San Francisco.
O’Brien Decl. ¶¶ 3–6; Nardinelli Decl. (dkt. 128-9) ¶¶ 13–43. The identity of these
customers constituted valuable trade secrets and the Individual Defendants’ alleged
misappropriation of this information caused Rippling to lose business in San Francisco.
FAC ¶ 107; O’Brien Decl. ¶¶ 3–6; Opp’n Individual Def.’s MTD at 9. As Deel is a direct
competitor of Rippling, acquiring this information benefited Deel and its executives by
giving them an advantage in the California marketplace. FAC ¶¶ 45, 47.
The Individual Defendants argue Rippling alleges no forum contacts other than
O’Brien’s conduct, all of which occurred in Ireland, and that a defendant cannot be said to
purposefully direct activities at the forum when the only connection to the forum arises
through the actions of a third party. Westgarth MTD at 6–7; Bouaziz MTD at 16–17.
While the Individual Defendants are correct in principle, Rippling alleges specific conduct
by each Individual Defendant that furthered the alleged conspiracy. These acts establish
express aiming because they show a California-specific focus: the use of trade secrets to
interfere with Rippling’s California-based customers. Rather than basing the forum
contacts solely on the conduct of O’Brien, Rippling alleges actions by each Individual
Defendant relating to these customers, establishing their personal connection to California.
For example, Rippling alleges Alex directed O’Brien’s search for these customers, Phillipe
coordinated the payment for this information, and Westgarth used this information to
poach customers and employees. FAC ¶ 6. These actions were allegedly in furtherance of
helping Deel compete with Rippling in California. Opp’n Individual Def.’s MTD at 9;
Nardinelli Decl. ¶¶ 13–43.
Case law is in accord. In Enertrode, Inc. v. Gen. Capacitor Co. Ltd., the court found
express aiming where defendants, knowing the company’s principal place of business was
in California, allegedly downloaded and copied the company’s trade secrets, used them in
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 16 of 49 PageID
#: <pageID>

17
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
direct competition, and disclosed the information to third parties. No. 16-cv-02458-HSG,
2016 WL 7475611, at *4 (N.D. Cal. Dec. 29, 2016). Similarly, in Mee Indus. Inc. v.
Adamson, the court found express aiming where a former employee of a California-based
company remotely downloaded trade secrets from the plaintiff’s California-based
computer network for a competitor’s benefit. 2018 WL 6136813, at *4 (C.D. Cal. July 27,
2018). The court emphasized that even though the defendant was not located in California
when he allegedly stole the trade secrets, “physical presence in the forum is not a
prerequisite to jurisdiction.” Id. (quoting Walden, 571 U.S. at 285). It was the defendant’s
act of accessing a California-based computer network and the use of that information to
compete against the plaintiff that established conduct aimed at California. Id. In both
cases, the courts emphasized the defendants’ intentional decision to exploit California-
based networks or compete directly in California markets, satisfying the requirement that
the defendants’ own actions create the forum contact.
Rippling’s allegations are on all fours with this rationale. While O’Brien accessed
information from Ireland and the Individual Defendants’ physical acts occurred abroad, the
Individual Defendants directed their conduct toward California. Opp’n Individual Def.’s
MTD at 9. The Individual Defendants targeted Rippling and its California customers
because they “knew their misconduct would injure Rippling at its principal place of
business.” Id. at 8–9.
There are sufficient facts to support the allegations that the Individual Defendants
knew Rippling would likely suffer harm at its headquarters in San Francisco; that each
Individual Defendant took actions to direct and facilitate the theft of confidential
information that was developed and used in San Francisco; and that the Individual
Defendants used this information to interfere with Rippling’s California-based customers.
Therefore, the Court finds that Rippling has sufficiently demonstrated that each of the
Individual Defendants expressly aimed their conduct at California.
iii. 	Foreseeable Harm
The third part of the purposeful direction test is whether the defendants knew their
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 17 of 49 PageID
#: <pageID>

18
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
intentional act would cause harm in the forum. See Schwarzenegger, 374 F.3d at 803. The
focus of the inquiry “is not the magnitude of the harm, but rather its foreseeability.”
Lindora, LLC v. Isagenix Int’l, LLC, 198 F.Supp.3d 1127, 1141 (S.D. Cal. 2016). For
jurisdictional purposes, a corporation incurs economic loss in the forum of its principal
place of business. See CollegeSource, Inc. v. AcademyOne, Inc., 653 F.3d 1066, 1079
(9th Cir. 2011). “If 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).
Here, Rippling alleges Defendants carried out a corporate espionage scheme to
obtain confidential trade secrets, thereby unfairly competing with Rippling and causing
damage to Rippling’s relationships with customers and employees in California. See FAC
¶¶ 187-88. Accordingly, it is foreseeable that the impact of the harm would also be felt at
its headquarters in California. Id. ¶ 13. Therefore, Rippling has made a sufficient showing
of foreseeable harm.
b. 	Arises Out of or Relates To
Claims “arise out of” the defendant’s contacts with the forum state when there is a
causal connection between the contacts and the claims. See Bristol-Myers Squibb Co. v.
Super. Ct. of Cal., San Francisco Cnty., 582 U.S. 255, 255 (2017). Claims that do not
“arise out of” the defendant’s contacts may nonetheless “relate to” those contacts. Ford
Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 362 (2021). “The ‘arises out of or
relates to’ standard requires a connection, relationship, or nexus between the plaintiff’s
claims and the defendant’s contacts with the forum.” X Corp. v. Center for Countering
Digital Hate Ltd., 724 F. Supp.3d 921, 943 (N.D. Cal. March 25, 2024) (quoting Bluestar
Genomics v. Song, No. 21-CV-04507-JST, 2024 WL 54701, at *7 (N.D. Cal. Jan 4,
2024)). Further, the connection to the forum state must be “analyzed with regard to the
defendant’s contacts with the forum itself, not with persons residing there.” See Walden,
571 U.S. at 277.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 18 of 49 PageID
#: <pageID>

19
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
The Individual Defendants argue Rippling’s claims arise out of conduct that
occurred abroad, emphasizing that O’Brien’s conduct “from Ireland” did not take place in
California. Bouaziz MTD at 17–18. They rely on X Corp., where sharing login
credentials between two European actors did not satisfy the “arises out of or relates to”
requirement because the only link to the forum was the plaintiff’s location in the forum
state. 724 F.Supp.3d at 934; Bouaziz MTD at 17–18. But X Corp. is distinguishable.
There, the foreign conduct had no connection to California operations or markets when the
alleged conduct occurred. X Corp., 724 F. Supp.3d at 943. Whereas here, Rippling
alleges that the Individual Defendants sought to obtain trade secrets in California
specifically to target California customers, employees, and their competing market in the
state. See FAC ¶¶ 187-88.
Because Rippling’s claims against the Individual Defendants derive from the above
conduct, the claims necessarily arise out of the Individual Defendants’ forum-related
activities.
c. 	Reasonableness of Exercising Jurisdiction
Lastly, the Individual Defendants bear the burden of showing the exercise of
jurisdiction would be unreasonable. See Ayla, 11 F.4th at 983. To carry this burden, the
Individual Defendants must “present a ‘compelling case’ that the exercise of jurisdiction
would be unreasonable and therefore violate due process.” See id. at 983–84 (citing
Boschetto, 539 F.3d at 1016) (internal citations omitted). Courts use seven factors to
evaluate whether jurisdiction would be reasonable:
[i] the extent of the [defendant’s] purposeful interjection into
the forum state; [ii] the burden on the defendant of defending
in the forum; [iii] the extent of conflict with the sovereignty of
the defendant’s state; [iv] the forum state’s interest in
adjudicating the dispute; [v] the most efficient judicial
resolution of the controversy; [vi] the importance of the forum
to the plaintiff’s interest in convenient and effective relief; and
[vii] the existence of an alternative forum.
Paccar Intern., Inc. v. Commercial Bank of Kuwait, S.A.K., 757 F.2d 1058, 1065
(9th Cir. 1985).
iv. 	The Extent of Purposeful Interjection
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 19 of 49 PageID
#: <pageID>

20
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Under the “purposeful interjection” factor, courts examine the extent and
significance of the defendant’s contacts in the forum state. See Harris Rutsky & Co. Ins.
Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1132 (9th Cir. 2003). This factor
weighs in favor of a defendant when the defendant’s contacts are attenuated. See id. The
Individual Defendants argue Deel’s involvement in the forum state––specifically, its
principal place of business as San Francisco––cannot be imputed to them merely because
they are corporate officers. Bouaziz MTD at 18 (citing Corwin v. Swanson, No. 10-CV-
769-PSG, 2010 WL 11598013, at *5 (C.D. Cal. Apr. 27, 2010)). While that is correct as a
general principle, as explained above, Rippling alleges individualized conduct by the
Individual Defendants that connects them to California, independent of Deel’s
headquarters.
Because purposeful interjection evaluates the strength of the same contacts that
satisfied the express aim prong, and because those contacts were directly targeted at
California, this factor weighs in favor of jurisdiction.
v. 	Burden on the Defendant
Next, the Court considers the burden on the defendant of litigating in the forum
state. Courts have recognized that foreign defendants face a “unique [burden]” when they
must defend themselves “in a foreign legal system” that should be given “significant
weight in assessing the reasonableness of stretching the long arm of personal jurisdiction
over national borders.” Shields v. Federation of Internationale de Natation, 419 F.Supp.3d
1188, 1211 (N.D. Cal. 2019) (citing Asahi Metal Indus. Co., Ltd. v. Sup. Ct. of Cal., 480
U.S. 102, 114 (1987)). However, this factor does not tip the scales because “modern
advances in communications and transportation have significantly reduced the burden of
litigating in another forum.” Freestream Aircraft (Bermuda) Ltd. v. Aero Law Grp., 905
F.3d 597, 608 (9th Cir. 2018) (quoting Sinatra v. Nat’l Enquirer, Inc. 854 F.2d 1191, 1199
(9th Cir. 1988)).
The Individual Defendants argue that litigating in California would impose a
substantial burden, citing travel distance, time differences, and the availability of Ireland as
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 20 of 49 PageID
#: <pageID>

21
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
an adequate alternative forum. Bouaziz MTD at 18–19; Westgarth MTD at 8. 	However,
the availability of Ireland is a FNC consideration and does not alter the personal
jurisdiction analysis. Nonetheless, the Individual Defendants do not reside in Ireland and
litigating there would also require long-distance travel and time-zone changes.
Although litigation in California is inconvenient for the Individual Defendants,
these burdens do not outweigh the contacts underlying Rippling’s claims. See Asahi, 480
U.S. at 114 (“When minimum contacts have been established, often the interests of the
plaintiff and the forum in the exercise of jurisdiction will justify even the serious burdens
placed on the [foreign] defendant.”). Considering the mitigating effect of modern
transportation and technology, this factor weighs in favor of the Individual Defendants,
albeit only slightly.
vi. 	Conflict with Sovereignty of Foreign States
Next, the Court assesses whether asserting personal jurisdiction would conflict with
the sovereignty of the Individual Defendants’ foreign states. See X Corp., 724 F.Supp.3d
at 921. Because Rippling’s claims arise under United States and California law, the
resolution of these claims is unlikely to undermine the sovereignty of Israel and the UAE.
Ayla, LLC v. Alya Skin Pty. Ltd., 11 F.4th 972, 984 (9th Cir. 2021) (holding Australian
sovereignty was unlikely to be undermined where Plaintiff sought enforcement of its rights
under United States trademark law and California unfair competition law); Sinatra, 854
F.2d at 1200 (because the foreign defendant served and benefited from the United States
market, the “sovereignty considerations weigh less heavily than if no United States-based
relationships were established.”). Therefore, this factor also favors exercising jurisdiction.
vii. 	Forum State’s Interest
“The forum state has a substantial interest in adjudicating the dispute of one of its
residents who alleged injury due to the tortious conduct of another.” CE Distrib., LLC v.
New Sensor Corp., 380 F.3d 1107, 1112 (9th Cir. 2004). The Individual Defendants argue
that California has little, if any, interest in resolving a dispute involving foreign parties
because the alleged misconduct occurred in Ireland. Westgarth MTD at 8–9; Bouaziz
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 21 of 49 PageID
#: <pageID>

22
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
MTD at 19. Here, Rippling, not its Irish subsidiary, brings the underlying claims against
the Individual Defendants. If the allegations are taken as true, and the Individual
Defendants facilitated the theft of California-based trade secrets to compete with a
California company for California customers, then California has a strong interest in
adjudicating the dispute. FAC ¶ 13; X Corp., 724 F.Supp.3d at 945. This factor supports
jurisdiction.
viii. 	Most Efficient Judicial Resolution
The Individual Defendants argue “it would be more efficient to resolve the case in
the ongoing Irish proceedings that Plaintiff initiated, which . . . center on the same subject
matter and facts.” Westgarth MTD at 8–9. But the most efficient judicial resolution
analysis is primarily based on the location of evidence and witnesses. Freestream, 905
F.3d at 609 (internal quotations omitted). Notably, this factor is “no longer weighed
heavily given the modern advances in communication and transportation.” Harris Rutsky,
328 F.3d at 1133 (quoting Panavision Int’l v. Toeppen, 141 F.3d 1316, 1323 (9th Cir.
1998)).
The primary witness to this action is Keith O’Brien and, while he is located in
Ireland, has agreed in a sworn declaration to testify in the United States. O’Brien Decl.
(dkt. 102-16) § 1.3(d). The physical evidence is largely made up of electronic evidence,
which has been forensically imaged for ease of access. Vanessa Wu Decl. (dkt 48-4) ¶ 25.
Rippling intends to call witnesses who reside in California and Seattle including Rippling
employees who developed the trade secrets, the security team that identified O’Brien as the
spy, and the executives who will explain the harm to Rippling. Opp’n Individual Def.’s
MTD at 18–19. The Individual Defendants argue that many witnesses reside in Ireland,
focusing on witnesses who will testify about O’Brien’s state of mind during and following
the alleged espionage scheme. Bouaziz MTD at 7; Westgarth MTD at 3. These witnesses
include O’Brien’s friends and family, as well as collateral witnesses who may testify that
Rippling coerced O’Brien to testify by financing him and intimidating him to the point of a
mental breakdown. Bouaziz MTD at 7; Deel FNC MTD at 2–3. The Defendants admit,
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 22 of 49 PageID
#: <pageID>

23
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
however, that this evidence is also available through emails, phone records, and other
exhibits. Deel FNC MTD at 2. While the admissibility of this physical evidence may
implicate issues of hearsay under the Federal Rules of Evidence, and live witness
testimony is preferred, evidence of O’Brien’s state of mind can be provided by O’Brien’s
own testimony.
Because the majority of witnesses testifying about central issues are in or near
California, and most of the physical evidence is available electronically, at this preliminary
stage, the Court finds that this factor weighs in favor of jurisdiction, as well.
ix. 	Plaintiff’s Interest
The Ninth Circuit gives little weight to a plaintiff’s interest in the forum. See, e.g.,
Freestream, 905 F.3d at 609. Although this factor weighs in favor of Rippling, the focus in
asserting specific jurisdiction is on “the defendant, the forum, and the litigation” so it
should not sway the analysis in any significant way. Walden, 571 U.S. at 284 (quoting
Keeton, 465 U.S. at 775).
x. 	Existence of an Alternative Forum
“[W]hether another reasonable forum exists becomes an issue only when the forum
state is shown to be unreasonable.” Ayla, 11 F.4th at 984 (quoting CollegeSource, Inc.,
653 F.3d at 1066) (cleaned up). As discussed above, the Individual Defendants have not
shown that California would be an unreasonable forum. Accordingly, any further analysis
regarding Ireland as an alternative forum is reserved for the parties’ FNC arguments.
On balance, the factors tip towards jurisdiction, and the Court finds that California
is a reasonable forum. Therefore, Rippling has made a sufficient showing that the Court
has specific jurisdiction over the Individual Defendants.
The Court DENIES the Individual Defendants’ motions to dismiss for lack of
personal jurisdiction.
C. 	Forum Non-Conveniens
A party moving to dismiss based on FNC bears the burden of showing (1) there is
an adequate alternative forum, and (2) the balance of private and public interest factors
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 23 of 49 PageID
#: <pageID>

24
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
favors dismissal. See Lueck v. Sundstrand Corp., 236 F.3d 1137, 1142–43 (9th Cir. 2001).
A domestic plaintiff’s forum choice is entitled to considerable deference. 	Ravelo
Monegro v. Rosa, 211 F.3d 509, 513 (9th Cir. 2000) (citing Piper Aircraft Co. v. Reyno,
454 U.S. 235, 256 (1981)).
The threshold to overcome a plaintiff’s chosen forum is high. The choice will not
be disturbed unless the private and public interest factors strongly favor trial in the foreign
country. See Gates Learjet Corp. v. Jensen, 743 F.2d 1325, 1334 (9th Cir. 1984). “[T]he
standard to be applied is whether . . . defendants have made a clear showing of facts which
. . . establish such oppression and vexation of a defendant as to be out of proportion to
plaintiff’s convenience, which may be shown to be slight or nonexistent.” Cheng v.
Boeing Co., 708 F.2d 1406, 1410 (9th Cir. 1983) (internal quotation marks and citation
omitted).
“The doctrine of forum non conveniens is a drastic exercise of the court’s ‘inherent
power’ because, unlike a mere transfer of venue, it results in the dismissal of a plaintiff’s
case.” Carijano v. Occidental Petroleum Corp., 643 F. 3d 1216, 1224 (9th Cir. 2011).
Because dismissal denies the plaintiff access to a domestic forum, the Ninth Circuit has
emphasized that FNC is “an exceptional tool to be employed sparingly, and not a doctrine
that compels plaintiffs to choose the optimal forum for their claim.” Id. (quoting Dole, 303
F.3d at 1118 (9th Cir. 2002) (internal quotations omitted). The doctrine’s application,
therefore, must be limited to more compelling circumstances, and courts should not
dismiss cases merely because they involve foreign parties or events. Id. As the Ninth
Circuit explained, “[j]uries routinely address subjects that are totally foreign to them,
ranging from the foreign language of patent disputes to cases involving foreign companies,
foreign cultures and foreign languages.” Tuazon v. R.J. Reynolds Tobacco Co., 433 F.3d
1163, 1181–82 (9th Cir. 2006).
1. 	Adequacy of the Alternative Forum
“The defendant bears the burden of proving the existence of an adequate alternative
forum.” Lueck, 236 F.3d at 1143 (quoting Cheng v. Boeing Co., 708 F.2d 1406, 1411 (9th
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 24 of 49 PageID
#: <pageID>

25
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Cir.1983)). This ordinarily requires that the defendant is “amenable to service of process
in the foreign forum” and that plaintiff may receive a remedy in that forum. Id. at 1143–
45.
a. 	Amenable to Process
Deel: Deel has already shown it is amenable to service of process in Ireland. It was
served, and then consented to jurisdiction, in the Irish Proceedings. O’Malley Decl. (dkt.
88-1) ¶ 8. “[V]oluntary submission to service of process suffices to meet the first
requirement for establishing an adequate alternative forum.” Carijano, 643 F. 3d at 1225
(internal quotations omitted).
Individual Defendants: The Individual Defendants have also shown they are
amenable to service in Ireland. Rippling disagrees. It argues that because Alex Bouaziz is
contesting jurisdiction in the Irish proceedings, this undermines Defendants’ assertion that
Ireland is an adequate alternative forum. Opp’n to Deel FNC MTD at 7–8. Further,
Rippling argues that Philippe Bouaziz and Dan Westgarth are not named in the Irish
proceedings, have no connection to Ireland, and there “is no suggestion that either Bouaziz
or Westgarth ‘could be compelled to appear in a court there.’” Id. Rippling cites Dole for
the proposition that a non-resident defendant who contests personal jurisdiction cannot be
compelled to appear in a foreign court. Id. at 8 (citing 303 F.3d at 1118). But Dole is
distinguishable. In Dole, only one defendant agreed to submit to personal jurisdiction in
the foreign forum, and the defendant who did not consent could not be compelled to
appear. 303 F.3d at 1118.
Here, in contrast, all Individual Defendants have submitted sworn declarations
agreeing to appear in Ireland for this case if the FNC motion is granted. A. Bouaziz Decl.
¶ 10; P. Bouaziz Decl. ¶ 10; Westgarth Decl. ¶ 8. Courts routinely find that voluntary
submission to jurisdiction in an alternative forum means defendants are amenable to
service of process there for purposes of FNC. See, e.g., Lueck, 236 F.3d at 1143 (foreign
forum was available where all defendants agreed to submit to jurisdiction there).
Accordingly, the Court finds that the Individual Defendants have demonstrated that they
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 25 of 49 PageID
#: <pageID>

26
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
are amenable to service process in Ireland.
b. 	Satisfactory Remedy
The next issue is whether Ireland provides “some remedy” for the wrong suffered
by Rippling. Carijano, 643 F.3d at 1225–26. A foreign country is not inadequate merely
because its laws differ from American law or “offer the plaintiff a lesser remedy than he
could expect to receive in the United States.” Lueck, 236 F.3d at 1145. “[T]ypically, a
forum will be inadequate only where the remedy provided is ‘so clearly inadequate or
unsatisfactory, that it is no remedy at all.’” Carijano, 643 F.3d at 1226 (quoting Tuazon,
433 F.3d at 1178).
Here, Rippling does not contest that Ireland offers a satisfactory remedy for the
underlying claims. See Rippling Opp’n Deel FNC Mot. at 7–8; Rippling Opp’n Individual
Def.’s MTD at 16. Moreover, Irish courts provide civil causes of action for tort damages
similar to those available in the United States. See Flynn v. National Asset Management
Agency, 42 F.Supp.3d 527, 537 (S.D.N.Y. 2014). Although Ireland lacks a direct
equivalent to RICO, Irish law recognizes claims addressing fraud and misappropriation of
trade secrets and allows recovery of damages under the European Union Trade Secrets
Directive. Id.; Peter Bredin Decl. (dkt. 48-1) ¶ 22–23. Courts have consistently held that
similar Irish causes of action constitute adequate substitutes for civil RICO and related tort
claims. See, e.g., Flynn, 42 F.Supp.3d at 537 (holding Ireland was an adequate forum even
though it lacked an identical analogue to civil RICO); Transunion Corp. v. PepsiCo. Inc.,
811 F.2d 127, 129 (2d Cir. 1987) (holding that the foreign forum was adequate where
plaintiffs could not bring a RICO civil claim or obtain treble damages); Princeton Football
Partners LLC, v. Football Ass’n of Ireland, 2012 WL 2995199, at *5 (D.N.J. July 23,
2012) (holding that Irish fraud and tort claims were an adequate substitute to provide
redress for plaintiff’s civil RICO claims). Irish law also provides remedies for tortious
interference with contracts, breach of fiduciary duty, and the other related claims. See,
e.g., In re Banco Santander, 732 F.Supp.2d 1305, 1333 (S.D. Fla. 2010) (Ireland provided
a remedy for common law claims of breach of fiduciary duty, gross negligence, and unjust
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 26 of 49 PageID
#: <pageID>

27
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
enrichment); In re Herald, Primeo, & Thema Securities Litigation, 2011 WL 5928952, at
*14 (S.D.N.Y. Nov. 29, 2011).
Because Ireland provides Rippling with a remedy for each of its claims and all the
Defendants are amenable to service of process in Ireland, the Court finds that Ireland is an
adequate alternative forum.
2. 	Deference to Rippling’s Choice of Forum
“When a domestic plaintiff initiates litigation in its home forum, it is presumptively
convenient.” Carijano, 643 F.3d at 1227. This presumption is “strong” and may be
overcome only “when the private and public interest factors clearly point towards trial in
the alternative forum.” Piper, 454 U.S. at 255. The degree of deference depends on
whether the chosen forum has a genuine connection to the dispute rather than the plaintiff
selecting the forum for tactical advantages. Iragorri v. United Techs. Corp., 274 F.3d 65,
72–73 (2d. Cir. 2001). Courts have recognized that little deference is accorded to
situations where “plaintiff’s choice of forum is the result of forum shopping.” Williams,
157 F.Supp.2d at 1106.
Rippling is a U.S. corporation and alleges that it suffered injury primarily at its
principal place of business in San Francisco. FAC ¶¶ 13, 187-88. Its choice of a U.S.
forum is therefore presumptively convenient. Carijano, 643 F.3d at 1227. Rippling also
identifies several witnesses in the United States, and notes that Deel maintains a U.S.
headquarters. Opp’n FNC MTD at 6. These facts establish a substantial connection
between the forum and the alleged wrongdoing and support that Rippling selected this
forum for reasons of convenience. See Iragorri, 274 F.3d at 72–73 (reduced deference
where plaintiffs lacked meaningful U.S. ties); Vivendi SA v. T-Mobile USA Inc., 586,
F.3d 689, 690 (9th Cir. 2009) (little deference where a French plaintiff sued European
defendants over conduct occurring largely in Europe).
Defendants rely on Flynn, but that case is distinguishable. 42 F.Supp.3d at 537.
There, the plaintiffs’ strongest ties were to Ireland, several plaintiffs were domiciled in
Ireland, and related litigation had already been initiated in Ireland. Id. Those facts
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 27 of 49 PageID
#: <pageID>

28
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
supported an inference that the plaintiffs selected a U.S. forum for tactical reasons. Id.
Here, although the Individual Defendants reside outside the United States and Rippling
sought emergency relief in Ireland, Rippling’s connection to this forum is substantial as a
U.S. corporation alleging injury in the U.S. and identifying relevant witnesses in the
country.
Defendants further argue that Rippling’s selection of a U.S. forum should be given
little weight because it is motivated by forum shopping to obtain the benefits of civil RICO
and treble damages. Deel FNC MTD at 4–5; Bouaziz MTD at 10. The record does not
support Defendants’ conclusion. As explained, Rippling’s connection to this forum is
substantial: it is headquartered here, alleges injury here, and identifies relevant witnesses
here. Moreover, Rippling’s related action in Ireland does not undermine its reliance on
this forum. Additionally, Rippling initiated the Irish Proceedings to secure emergency
relief concerning evidence located there, and they involve different claims based on
different factual timelines. FAC ¶ 131; Anton Piller Mot. ¶ 13–14. The circumstances do
not show that Rippling viewed Ireland as a more convenient forum for the underlying
dispute; rather, the Irish Proceedings were responsive to immediate events and addressed a
harm (the obstruction of the Anton Piller order) distinctly felt in Ireland. Id.
The Court finds that Rippling’s choice of forum is entitled to meaningful deference.
While that deference is not dispositive, it weighs against dismissal absent a strong showing
that the balance of private and public interest factors favors litigation elsewhere.
3. 	Private Interest Factors
The private interest factors include:
(1) the residence of the parties and witnesses;
(2) the forum’s convenience to the litigants;
(3) access to physical evidence and other sources of proof;
(4) whether unwilling witnesses can be compelled to testify;
(5) the cost of bringing witnesses to trial;
(6) the enforceability of the judgment; and
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 28 of 49 PageID
#: <pageID>

29
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
(7) all other practical problems that make trial of a case easy, expeditious and
inexpensive.
Lueck, 236 F.3d at 1145 (citations and internal quotation marks omitted). As explained
below, the private interest factors weigh against dismissal of Rippling’s claims.
a. 	Residence of the Parties and Witnesses and Forum
Convenience
The Court’s focus “should not rest on the number of witnesses or quantity of
evidence in each locale” but instead on “the materiality and importance of the anticipated
evidence and witness’ testimony and then determine their accessibility and convenience to
the forum.” Lueck, 236 F.3d at 1146 (quoting Gates Learjet Corp. v. Jensen, 743 F.2d
1325, 1335–36 (9th Cir. 1984)) (internal quotations omitted).
The first private interest factor is the residence of the parties and witnesses. Here,
three out of five of the parties live internationally but, notably, none live in Ireland. FAC
¶¶ 17–19. The parties are scattered globally, neither Ireland nor the United States is
naturally convenient for everyone, so this factor looks at which forum imposes less of an
aggregate burden. See generally Lueck, 236 F.3d at 1146. The Individual Defendants do
not reside in California: Alex Bouaziz lives in Israel, and Philippe Bouaziz and Dan
Westgarth live in the UAE. FAC ¶¶ 17–19. Rippling is headquartered in San Francisco
and Deel’s registered headquarters are also in the city. FAC ¶¶ 13, 18. However, Deel
asserts its address is merely a mailing address; it does not run its company operations out
of California, maintain any documents there, and is actively changing the address to
another state. Deel FNC MTD at 11. Deel executives assert that Deel does not have any
physical presence in California, and its key executives and decision-making personnel do
not reside or work in San Francisco or California. Shuo Wang Decl. (dkt. 48-2) ¶¶ 6–8.
However, in California, a “corporate defendant’s state of incorporation and principal place
of business is presumptively a convenient forum.” Morris v. AGFA Corp., 144
Cal.App.4th 1452, 1465 (2006). This presumption of convenience may be overcome by
“evidence that the alternative jurisdiction is a more convenient place for trial of the
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 29 of 49 PageID
#: <pageID>

30
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
action.” Id. (internal citation omitted). As discussed, Deel has significant connections to
the forum state, including maintaining a San Francisco address for its regulatory and legal
filings. At this stage, the Court finds it reasonable to conclude that Deel is a resident of
San Francisco.
The primary witness, Keith O’Brien, is located in Ireland but agreed in a sworn
declaration to testify in the United States. O’Brien Decl. (dkt. 102-16) § 1.3(d).
And Defendants plan to call witnesses who will testify about O’Brien’s mental health to
demonstrate that Rippling allegedly coerced his testimony. Deel FNC MTD at 2–3.
Rippling intends to call witnesses who reside in California and Seattle, including Rippling
employees who developed the trade secrets, the security team that identified O’Brien as the
spy, and the executives who will explain the harm to Rippling. Opp’n Individual Def.’s
MTD at 18–19.
The second private interest factor is the forum’s convenience to the litigants. As
discussed, while Rippling and Deel are headquartered in San Francisco, the Individual
Defendants live abroad. However, courts often consider the burden of litigating in another
forum “significantly reduced” because of modern advances in transportation. Freestream
Aircraft (Bermuda) Ltd. v. Aero Law Grp., 905 F.3d 597, 608 (9th Cir. 2018).
In sum, neither forum is clearly convenient, however, given that three of the five
litigants and the primary witness do not reside in this forum, the first two factors weigh
slightly in favor of dismissal.
b. 	Evidentiary Considerations
The third private interest factor is the ease of access to evidence. The Defendants
assert that the key physical evidence is located in Ireland: O’Brien’s mobile phone and
computer, his iCloud account, and Rippling’s Irish subsidiary’s office system. Deel FNC
MTD at 10. But as Rippling notes, O’Brien’s mobile phone was destroyed, a computer
can easily be transported, and the electronic evidence has been forensically imaged and is
available electronically. Opp’n Deel FNC MTD at 12–13; Vanessa Wu Decl. ¶ 25.
Deel further argues that obtaining electronic records from Deel or Rippling’s Irish
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 30 of 49 PageID
#: <pageID>

31
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
entities for use in this Court could present challenges due to European and Irish data
protection regulations. Deel FNC MTD at 11. But as the Ninth Circuit has recognized,
evidence in the possession of the parties themselves “can be brought to court, no matter the
forum.” Lueck, 236 F.3d at 1146. Deel notes that Lueck observed that foreign documents
and witnesses “are not so easily summoned to the United States,” but the issue there was
about evidence outside the parties’ control. Id.; Deel FNC MTD at 4. Here, by contrast,
the relevant materials are primarily in the parties’ or their affiliates’ possession and do not
present the same obstacles. Deel’s Irish subsidiary follows a privacy compliance
framework that permits it to transfer data to its U.S. parent. See Deel Privacy Framework
(dkt. 102-23) at 1 (showing EU-U.S. data privacy framework certification). On the other
end, Rippling stores its information on U.S. servers, so there are no compliance obstacles.
Opp’n Deel FNC MTD at 13; FAC ¶ 67. Most evidence is purportedly electronically
stored and accessible online, so the difficulty of obtaining it in either forum is minimal.
As discussed above, the Defendants plan to call witnesses who will testify about
O’Brien’s mental health to demonstrate that Rippling allegedly coerced his testimony.
Deel FNC MTD at 2–3. However, this evidence is also available through O’Brien’s
testimony. Deel FNC MTD at 2. On the other side, Rippling’s California and
Washington-based witnesses plan to testify about their firsthand account of the underlying
events and the harm Rippling allegedly suffered. Opp’n Individual Def.’s MTD at 18–19.
At this preliminary stage, it appears that the U.S.-based witnesses and O’Brien, who has
agreed to testify here, plan to provide testimony about the substantive underlying facts,
which is more material than the testimony of Ireland-based witnesses testifying about
O’Brien’s state of mind. Deel FNC MTD at 2. Accordingly, the Court finds that this
factor weighs against dismissal.
The fourth private interest factor is whether unwilling witnesses can be compelled
to testify. The Ninth Circuit emphasized that this factor is not about whether there are
witnesses “beyond the reach of the compulsory process, but whether it has been alleged or
shown that witnesses would be unwilling to testify.” Carijano, 643 F.3d at 1231 (holding
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 31 of 49 PageID
#: <pageID>

32
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
the defendant had not shown nor represented any witness unwilling to testify where it
merely listed witnesses outside of its control to call to testify).
Defendants argue that the outcome of the claims turns on O’Brien’s credibility and
that his mental state is “central to this action.” Deel Reply MTD (dkt. 113) at 3–5.
Because he is accused of lying, Deel argues, there is no reason to think he would
voluntarily travel to this forum to testify. Id. Additionally, Defendants assert that
O’Brien’s wife, whom they plan to call to testify as to O’Brien’s state of mind, is an
unwilling witness. Deel FNC MTD at 7. But O’Brien has already signed an agreement to
testify in the United States and does not qualify as an “unwilling witness” who would need
to be compelled to testify. At this stage, Defendants have not provided facts—beyond
speculation—demonstrating that any of the Irish witnesses, including O’Brien and his
wife, are unwilling to testify. Deel FNC MTD at 8–12; Bouaziz MTD at 7; Westgarth
MTD at 3–4. As Defendants fail to show any witness is unwilling to testify, this factor
weighs against dismissal.
The fifth private interest factor is the cost of bringing witnesses to trial. Rippling
asserts that it plans to pay O’Brien’s travel costs if the trial occurs in San Francisco.
Opp’n Deel FNC MTD at 13. As discussed, most of the material witnesses are located in
or near California, and the cost of traveling to San Francisco would be less than traveling
to Ireland. However, the Individual Defendants and several other witnesses will be
required to travel, presumably at a significant cost. On balance, because Rippling assumes
the cost of the primary international witness, several witnesses are in California, but other
witnesses are located abroad, this factor is neutral
c. 	Enforceability of the Judgment
The sixth private interest factor considers the enforceability of the judgement
against Defendants. “California generally enforces foreign judgments, as long as they are
issued by impartial tribunals that have afforded the litigants due process.” Carijano, 643
F.3d at 1231–32. Deel asserts that it “can satisfy any judgment with its Irish assets, and if
those are insufficient, will agree to satisfy any judgment awarded.” Deel FNC MTD at 13.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 32 of 49 PageID
#: <pageID>

33
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Rippling responds that, because the Individual Defendants are not parties to the ongoing
Irish Proceedings and “have not committed to satisfying an Irish judgment,” they could
resist enforcing the judgment. Opp’n Individual Def.’s MTD at 20.
Neither argument address the central inquiry: whether a judgment issued by Ireland
is enforceable against Defendants. Rippling offers no evidence that an Irish judgment
would be unenforceable or that Ireland lacks adequate mechanisms for enforcement
against the Individual Defendants if they are joined. Adding the Individual Defendants to
the Irish Proceedings is Rippling’s choice, not a barrier to enforcement. On this record,
there is no showing that an Irish judgment could not be enforced, and this factor weighs in
favor of dismissal.
d. 	Other Practical Problems
The last private interest factor considers all other practical problems that make the
trial of a case easy, expeditious, and inexpensive. Rippling asserts that the underlying
claims involve misconduct that is allegedly criminal in nature and “should the U.S.
Attorney’s Office pursue charges here against the Conspiring Executives, there will be
additional convenience to litigating both the civil and criminal cases in the United States.”
Opp’n Individual Def.’s MTD at 20–21. This argument lacks any credible facts suggesting
that it is likely to happen; for now, it is pure speculation.
Additionally, Defendants argue that the Irish Proceedings surround the same
overarching conspiracy and that the existence of a parallel action in a foreign forum
“weighs heavily in favor of dismissal.” Deel FNC MTD at 12–13; Bouaziz MTD at 8–10.
The Amended Irish Complaint, however, distinguishes the scope of the two actions: “As
appears from the complaint in the U.S. Proceedings, [Rippling]’s claims against Deel in
the U.S. Proceedings are confined to Deel’s conduct prior to the time on 14 March 2025
when Deel learned that Rippling had discovered its wrongful conduct including civil
racketeering and misappropriation of trade secrets.” Amended Irish Compl. ¶ 15.
There is substantial overlap in the underlying facts, relevant evidence, and
witnesses in both actions, which lends some support to Defendants’ argument that it would
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 33 of 49 PageID
#: <pageID>

34
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
be more efficient to litigate in a single forum. But the cases involve different claims,
distinct time periods, and separate legal interests. On this record, the existence of the Irish
Proceedings does not meaningfully tip the private interest factors in either direction.
The Court finds that the private interest factors weigh slightly against dismissal.
The first and second factors, concerning the residence and convenience of the parties and
witnesses, favor dismissal. However, the third factor, the ease of access to sources of
proof, weighs against dismissal and is more significant because it focuses on the location
and materiality of key evidence and witnesses. Defendants do not identify any unwilling
witnesses, and the cost of bringing witnesses to trial is neutral. The enforceability of the
judgment factor favors dismissal, while the seventh factor, addressing other practical
problems, is neutral. On balance, the private interest factors weigh slightly against
dismissal.
4. 	Public Interest Factors
The public interest factors include:
(1) the local interest of the lawsuit;
(2) the court’s familiarity with governing law;
(3) the burden on local courts and juries;
(4) congestion in the court; and
(5) the costs of resolving a dispute unrelated to this forum.
Lueck, 236 F.3d at 1147 (citations omitted).
a. 	Local Interest
The first public interest factor is the local interest in hearing the dispute. It focuses
on whether “the forum in which the lawsuit was filed has its own identifiable interest in the
litigation which can justify proceeding in spite of these burdens.” Carijano, 643 F.3d at
1232. California has such an interest here. As discussed, California has a significant
interest in adjudicating this dispute because Rippling, a California resident, alleges that it
suffered injury at its principal place of business in California. See Dole Food Co., 303
F.3d at 1119 (finding a California interest in protecting California-based corporation where
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 34 of 49 PageID
#: <pageID>

35
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
the core claims alleged fraud and breach of fiduciary duty against Dole U.S.). Moreover,
Deel is a corporate citizen of California, and California has a “significant interest in
providing a forum for those harmed by the actions of its corporate citizens.” Carijano, 643
F.3d at 1232. While the Individual Defendants are not California citizens, they directed
their conduct at a California entity and caused local harm here. See FAC ¶¶ 13, 187–88.
Because California has a meaningful interest in adjudicating claims involving injury to a
resident corporation, and that interest applies to all defendants, the local interest factor
weighs against dismissal.
b. 	Judicial Considerations
“The remaining factors all relate to the effects of hearing the case on the respective
judicial systems.” Carijano, 643 F.3d at 1234.
The second public interest factor is the effect of the governing law. Here, the
claims are brought under federal law and California law, which the Court is familiar with.
FAC ¶¶ 170–220. This factor weighs against dismissal.
The third public interest factor considers the burden on local courts and juries.
Defendants cite Van Schijndel for the proposition that trying this case would impose an
unfair burden on local jurors. Deel FNC MTD at 15. But there, the court made that
observation where there was no meaningful connection to the forum. Van Schijndel, 434
F.Supp.2d at 782. But here, California does have a concrete interest in the dispute, so local
courts and jurors are not unfairly burdened beyond the congestion already present in the
courts. Furthermore, courts generally recognize a burden on jurors where specific
circumstances—such as language barriers or other factors that complicate the presentation
of evidence—would make the case unusually difficult to try. See Fabian v. LeMahieu,
2020 WL 3402800, at *13 (June 19, 2020) (burden on local courts and juries considered
evidence that had to be translated from Italian into English). Because no specific
circumstances suggest a burden on the court and jurors, this factor weighs against
dismissal.
The fourth public interest factor considers the congestion in the courts. This factor
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 35 of 49 PageID
#: <pageID>

36
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
compares which forum—this Court or the alternative one—would result in a speedier trial.
Summa Resource Holdings LLC v. Carbon Energy Ltd., No. 15-cv-05334-THE, 2015 WL
2593868, at *7 (N.D. Cal. May 5, 2016). As the Defendants note, the “Northern District is
one of the busiest courts in the nation.” Deel FNC MTD at 13. Comparatively, in the Irish
Commercial Court in 2022 and 2023, 195 of the 232 cases admitted during that period
were resolved. Id. (quoting Peter Bredin Decl. ¶ 34). Consequently, it is more likely that
Ireland would be a speedier forum, and this factor weighs in favor of dismissal.
The fifth public interest factor looks at the costs of resolving a dispute unrelated to
this forum. As explained, California has a significant interest in hearing this litigation and
the dispute is related to this forum. As a forum-related dispute, this factor weighs against
dismissal.
Because only one factor weighs in Defendants’ favor, the Court finds that the public
interest factors weigh against dismissal.
5. 	Weighing the Factors
Viewing the factors together, dismissal on FNC grounds is not warranted.
Rippling’s choice of forum is entitled to meaningful deference, and Defendants have not
carried their burden to show that the balance of factors “strongly favors” trial in the
alternative forum. Piper, 454 U.S. at 255. The private interest factors weigh slightly
against dismissal and the public interest factors do so overwhelmingly.
Considering the deference entitled to Rippling’s choice of forum, the Court
DENIES Defendants’ motions to dismiss for FNC.
D. 	Individual Defendants’ Challenge to the Alternative Service Order
The Individual Defendants move to dismiss under Rule 12(b)(5) because they argue
this Court’s alternative service order under Rule 4(f)(3) was predicated on factual
misrepresentations, and that alternative service is unwarranted when these errors are
remedied. Bouaziz MTD at 11–13; Westgarth MTD 10–11. The Court reaffirms the
alternative service order because the facts and circumstances Rippling submitted support a
finding that the alternative service order was warranted under the Court’s discretionary
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 36 of 49 PageID
#: <pageID>

37
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
authority. See Rio Props., Inc. v. Rio Intern. Interlink, 284 F.3d 1007, 1016 (9th Cir.
2002). Therefore, service of process was sufficient, and the Court DENIES the Individual
Defendants’ motion to dismiss under Rule 12(b)(5).
1. 	Procedural and Factual Background
Rippling filed a motion requesting to serve the summons and related papers on the
Individual Defendants through Deel’s registered agent and via the email addresses of the
Individual Defendants. Alternative Service Mot. (dkt. 68) at 4. This Court granted
Rippling’s motion and ordered that Rippling effect initial service on the Individual
Defendants by serving Deel’s registered agent and by serving the Individual Defendants at
their email addresses. Alternative Service Order (dkt. 70) at 2. That same day, Rippling
effected service in accordance with the Court’s order. See Certificate of Service (dkt. 98).
2. 	Legal Standard
Under Federal Rule of Civil Procedure 12(b)(5), a party may move to dismiss for
insufficient service of process. Fed. R. Civ. Proc. 12(b)(5). A motion to dismiss under
12(b)(5) “is a challenge to the mode or method of service of the summons and complaint.”
McZeal v. Solon House, LLC, No. 23-cv-00297-KAW, 2023 WL 5002209 at *1 (N.D.
Cal. Aug. 4, 2023).
Service of an individual in a foreign country is governed by Rule 4(f). Juicero, Inc.
v. Itaste Co., No. 17-cv-1921-BLF, 2017 WL 3996196, at *2 (N.D. Cal. June 5, 2017).
“Under Rule 4(f)(3), courts can order service through a variety of methods, ‘including
publication, ordinary mail, mail to the defendant’s last known address, delivery to the
defendant’s attorney, telex, and most recently, email,’ provided that there is no
international agreement directly to the contrary.” Juicero, 2017 WL 3996196, at *2
(quoting Rio Props., 284 F.3d at 1016). “[T]he method of service crafted by the district
court ‘must be reasonably calculated, under all the circumstances, to apprise interested
parties of the pendency of the action and afford them an opportunity to present their
objections.’” Rio Props., 284 F.3d at 1016–17 (quoting Mullane v. Cent. Hanover Bank &
Tr. Co., 339 U.S. 306, 314 (1950)).
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 37 of 49 PageID
#: <pageID>

38
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Importantly, “court-directed service under Rule 4(f)(3) is as favored as service
available under Rule 4(f)(1) or Rule 4(f)(2)”—it “is neither a last resort nor extraordinary
relief.” Id. at 1015 (internal quotation marks omitted). A party seeking authorization to
serve under Rule 4(f)(3) need not show that all feasible service alternatives have been
exhausted, but instead, must “demonstrate that the facts and circumstances of the present
case necessitate[] the district court’s intervention.” Id. at 1016; Trader Joe’s Co. v.
Desertcart Trading FZE, No. 23-cv-01148-CRB, 2023 WL 3959376 at *9. “[T]he task of
determining when the particularities and necessities of a given case require alternate
service of process under Rule 4(f)(3)” is committed “to the sound discretion of the district
court.” Rio Props., 284 F.3d at 1016.
3. 	Discussion
Dismissal for insufficient service under Rule 12(b)(5) is not warranted for three
primary reasons. First, dismissal under Rule 12(b)(5) is the improper vehicle to remedy
the Individual Defendants’ alleged harm. Second, the Court’s alternative service order was
not prohibited by any relevant international agreement. Third, the Court had a sufficient
factual basis to order alternative service under Rule 4(f)(3).
a. 	Rule 12(b)(5) and “Fraud on the Court”
The Individual Defendants misconstrue both the scope of Rule 12(b)(5) and the
effect of their asserted factual error. They do not contend they lacked notice of this action
or that service was delayed, incomplete, or otherwise prejudicial to their ability to respond.
Instead, the Individual Defendants argue Rippling “deceptively induced this Court to order
alternative service through knowing falsehoods,” and, as a result, failed to demonstrate the
facts and circumstances justified the Court’s alternative service order under Rule 4(f)(3).
Bouaziz Mot. at 12. Based on “fraud on the court,” they request the Court to reconsider its
alternative service order and dismiss the claims against them pursuant to Rule 12(b)(5). Id.
at 13.
Rule 12(b)(5) allows a defendant to move to dismiss the action for failure to comply
with the service requirements of Rule 4. See Fed. R. Civ. P. 12(b)(5). It does not follow
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 38 of 49 PageID
#: <pageID>

39
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
that the court must dismiss an action where the plaintiff complied with the court order
governing service and the defendant has actual notice of the suit. See Javier v. Kaiser
Foundation Health Plan Inc., No. 20-cv-00725-JD, 2020 WL 5630020, at *1 (“Defects in
service are generally excused when the defendant has actual notice of the suit and is not
prejudiced by the defects, and the plaintiff has a justification for failing to effect proper
service.”)
The Individual Defendants rely on In re Levander, 180 F.3d 1114 (9th Cir. 1999), to
argue “the Court is within its discretion to dismiss the case for insufficient service of
process” because of Rippling’s purported deception. Westgarth Reply at 12–13; see
Bouaziz Mot. at 13. But Levander does not support dismissal under Rule 12(b)(5). There,
the Ninth Circuit held that when a judgment or order is “obtained through fraud on the
court,” a federal court may exercise its inherent power to amend or vacate that judgment.
Levander, 180 F.3d at 1119 (holding that a bankruptcy court may use its inherent power
and California Code of Civil Procedure § 187 to amend a judgment to add a judgment-
debtor based on fraud on the court). These concerns are addressed by seeking to amend or
vacate the prior order through a motion for relief under Rule 60(b)(3), not by dismissing
the underlying claims under Rule 12(b)(5). See Levander, 180 F.3d at 1119.
Nonetheless, the alleged misrepresentation is that the Individual Defendants were
not evading service because Rippling knew of their addresses before filing its motion for
alternative service. Bouaziz MTD at 11. The Ninth Circuit describes “fraud on the court”
as “an unconscionable plan or scheme which is designed to improperly influence the court
in its decision.” Abatti v. C.I.R., 859 F.2d 115, 118 (9th Cir. 1988) (quoting Toscano v.
Commissioner, 441 F.2d 930, 934 (9th Cir. 1971) (Byrne J. dissenting)).
In its motion, Rippling alleged facts that demonstrated the Individual Defendants
were evading service including: (1) Deel did not respond to Rippling’s request to identify
the Individual Defendants’ counsel or provide their contact information; (2) an attempt to
serve Alex Bouaziz at his disclosed Paris address was unsuccessful after a family member
stated he was in Dubai; and (3) contrary to Deel’s recent SEC filings, the Individual
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 39 of 49 PageID
#: <pageID>

40
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Defendants now reside in in Israel and Dubai. Alternative Service Mot. at 2. The
Individual Defendants argue the prior service attempts on Alex Bouaziz in Paris are related
to the Irish Proceedings and the SEC filing addresses are irrelevant because Rippling knew
of their current addresses before filing its motion for alternative service. Bouaziz Mot. at
11–12; Westgarth Mot. at 11. But that information was properly considered, alongside
evidence Rippling was unsuccessful in contacting the Individual Defendants’ counsel, as
part of the overall factual record demonstrating the difficulty of effectuating personal
service. See Alternative Service Mot. (dkt. 68) at 6–8. The Court considered all the
information in the papers filed in connection with the motion and found good cause to
authorize alternative service. Alternative Service Order at 2. The Court finds that these
facts are insufficient to demonstrate “fraud on the court” because they reasonably show
Rippling encountered difficulties in serving the Individual Defendants.
b. 	Compliance with International Agreements
Second, the alternative service ordered was not prohibited by international
agreement and complied with the Hague Convention procedures. Alternative service
under Rule 4(f)(3) is “not an extraordinary form of relief” and all the Rule requires is that
service “must be (1) directed by the court; and (2) not prohibited by international
agreement. No other limitations are evident from the text.” Rio Props., 284 F.3d at 1014.
The Individual Defendants argue that Rippling sought to avoid the procedures required by
the Hague Convention because Israel, where Defendant Alex Bouaziz is located, is a
signatory. Bouaziz Mot. at 12.
Phillipe Bouaziz and Dan Westgarth purportedly reside in the United Arab Emirates
(“UAE”). Initial Disclosures (dkt. 68-3) at 2–3. The UAE is not a signatory to the Hague
Convention or any other international agreement with the United States regarding service
of process, and there are no international agreements prohibiting service by email to a
resident of the UAE. See Facebook, Inc. v. Trabi, No. 20-CV-07348-SK, 2021 WL
4942678, at *1 (N.D. Cal. May 3, 2021) (holding that alternative service by email in the
UAE is not prohibited by international agreement). Alex Bouaziz is purportedly a resident
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 40 of 49 PageID
#: <pageID>

41
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
of Israel, a signatory to the Hague Convention. Initial Disclosures at 2. However,
“numerous courts have authorized effective alternative service under Rule 4(f)(3) even
where the Hague Convention applies.” Gen. Star Indem. Co. v. First Am. Title Ins. Co. of
Napa, No. 20-cv-03210-TSH, 2020 WL 8614189, at *3. Notably, the court in Gen. Star
held that service through a defendant’s U.S.-based counsel and by the defendant’s email
was not prohibited by the Hague Convention. Id., at *3–4. The Court finds that the
alternative service order complied with international procedures because alternative
service by email is not prohibited in the UAE or Israel.
c. 	Basis of Rule 4(f)(3) Order for Alternative Service
Next, Rippling provided sufficient facts and circumstances justifying the Court to
order alternative service under Rule 4(f)(3). Nevertheless, the Individual Defendants
advance three arguments to explain why the Court did not have a basis to order alternative
service: (1) Rippling misrepresented to the Court that the Individual Defendants “fled” or
were “evading service;” (2) Rippling failed to attempt personal service, despite knowing
the Individual Defendants’ addresses; and (3) Rippling sought alternative service to
“manufacture personal jurisdiction” by claiming it served the Individual Defendants in the
United States through personal service on Deel’s authorized agent. Bouaziz MTD at 11–
12.
First, whether the Individual Defendants actually “fled” or were “evading service”
does not invalidate the basis of the alternative service order. Even without these
statements in Rippling’s motion, the facts and circumstances of the case permitted the
Court to use its discretion to authorize alternative service under Rule 4(f)(3). In its motion,
Rippling accurately asserted that because the Individual Defendants are “in locales half a
world away” and because no international agreement forecloses Rippling’s proposed
means of service, “that is reason enough for the Court to grant the motion.” Alternative
Service Mot. at 1.
Second, Rippling was not required to attempt personal service by other means
before requesting alternative service. Rule 4(f)(3) does not require a plaintiff to attempt
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 41 of 49 PageID
#: <pageID>

42
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
personal service simply because a defendant’s address is known. As the Ninth Circuit
explained, “Rule 4(f)(3) includes no qualifiers or limitations which indicate its availability
only after attempting service of process by other means.” Rio Props., 284 F.3d at 1015. A
plaintiff moving for alternative service under Rule 4(f)(3) “is not required to show that it
attempted service through the Hague Convention and did not succeed, or that [the
defendant] has evaded or is likely to evade personal service.” Gen. Star, 2020 WL
8614189, at *5.
Third, as explained above, this Court has specific personal jurisdiction over the
Individual Defendants. Therefore, service on Deel’s agent in the United States does not
need to be the basis to “manufacture personal jurisdiction” upon the Individual
Defendants.
The Court finds that the alternative service order was based on sufficient facts and
circumstances and ordered methods reasonably calculated to provide notice consistent with
Rule 4(f)(3). Alternative Service Order at 2. Because Rippling complied with the Court’s
alternative service order and the service was effective under Rule 4(f)(3), the Court denies
the Individual Defendants’ motion to dismiss for insufficient service of process under Rule
12(b)(5).
E. 	Failure to State a Claim
Deel argues there is a failure to state a claim for all of Rippling’s causes of action.
See Deel 12(b)(6) MTD. The Individual Defendants move to dismiss the RICO claims
against them. See Bouaziz MTD; Westgarth MTD. The Court GRANTS Deel’s motion
in part and DENIES the remainder, including the Individual Defendants’ motion.
1. 	Legal Standard
Under Rule 12(b)(6), a district court must dismiss a complaint if it fails to state a
claim upon which relief can be granted. To survive a Rule 12(b)(6) motion to dismiss, the
plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.”
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is facially plausible when
the plaintiff pleads facts that “allow the court to draw the reasonable inference that the
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 42 of 49 PageID
#: <pageID>

43
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (internal citation omitted). And a court must construe the alleged facts in the light
most favorable to the plaintiff. See Retail Prop. Trust v. United Bhd. of Carpenters &
Joiners of Am., 768 F.3d 938, 945 (9th Cir. 2014) (providing the court must “draw all
reasonable inferences in favor of the nonmoving party” for a Rule 12(b)(6) motion).
Courts, however, are not “required to accept as true allegations that are merely conclusory,
unwarranted deductions of fact, or unreasonable inferences.” Khoja v. Orexigen
Therapeutics, Inc., 899 F.3d 988, 1008 (9th Cir. 2018) (internal citation omitted).
In addition, a plausible RICO claim must satisfy Rule 9(b)’s heightened pleading
standard and a variety of specific pleading allegations under the statute with respect to the
alleged enterprise, predicate acts, injury, and causation. See Edwards v. Marin Park, Inc.,
356 F.3d 1058, 1065–66 (9th Cir. 2004) (“Rule 9(b)’s requirement that ‘in all averments of
fraud or mistake, the circumstances constituting fraud or mistake shall be stated with
particularity’ applies to civil RICO fraud claims.” (cleaned up)).
2. 	Discussion
a. 	RICO, 18 U.S.C. § 1962
To state a claim under Section 1962(c), a plaintiff must allege: “(1) conduct (2) of
an enterprise (3) through a pattern (4) of racketeering activity.” Odom v. Microsoft Corp.,
486 F.3d 541, 547 (9th Cir. 2007) (en banc). “In addition, the plaintiff only has standing
if, and can only recover to the extent that, he has been injured in his business or property
by the conduct constituting the violation.” Sedima, S.P.R.L. v. Imrex Co., Inc., 473 U.S.
479, 496 (1985) (citing 18 U.S.C. § 1962(c)).
Deel:
Deel first takes aim at Rippling’s alleged injury and asserts that it is insufficient,
arguing that Rippling fails to even allege that it was proximately caused by the predicate
racketeering acts. See Deel 12(b)(6) MTD at 5–6. But that is not true. Rippling identifies
at least two prospective customers that purportedly chose Deel instead due to stolen trade
secrets. FAC ¶ 85. That is sufficient at this stage.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 43 of 49 PageID
#: <pageID>

44
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Deel then challenges the sufficiency of allegations that there was a RICO enterprise,
as well as a pattern of racketeering. Deel 12(b)(6) MTD at 7–9. The test for an associated-
in-fact enterprise does not have “a high threshold for pleading.” Hamana v. Kholi, 2011
WL 5077614, at *2 (S.D. Cal. Oct. 25, 2011). Rippling sufficiently alleges that there was
a coordinated enterprise including more than just Deel and its employees that had a
common purpose among members to enrich themselves through racketeering conduct. For
example, Rippling alleges that a member of the enterprise, LiquiFi, misappropriated trade
secrets with Alex Bouaziz’s participation. See FAC ¶ 33.
Rippling also demonstrates a pattern of racketeering. A “pattern” of racketeering
activity requires at least two acts of racketeering activity, occurring within a 10-year
period. 18 U.S.C. § 1961(5). Rippling plausibly asserts three predicate acts: obstruction of
justice, wire fraud, and theft of trade secrets. On obstruction, Rippling sufficiently alleges
conduct that, while mostly relating to the Irish Proceedings, also impacts the current
litigation. See FAC ¶¶ 130–56; see also Pugin v. Garland, 599 U.S. 600, 608 (2023)
(noting that Section 1503 and many other federal obstruction offenses “proscribe
obstruction when an investigation or proceeding is not pending”). And despite Deel’s
argument to the contrary, it is of no consequence that the allegations of wire fraud are not
directed at Deel specifically. See Odom v. Microsoft Corp., 486 F.3d 541, 552 (9th Cir.
2007) (not every member has to be involved in each predicate act). And as discussed
below, the Court determines that Rippling has at least plausibly stated a claim for
misappropriation of trade secrets.
Deel also takes issue with the continuity of the enterprise. Deel 12(b)(6) MTD at 9.
But Rippling has adequately pleaded both open- and closed-ended continuity. Rippling
has alleged a potential threat of continued criminal activity (open-ended continuity) by
pointing to other victims of the purported enterprise. See FAC ¶¶ 33–35; see also Ticor
Title Ins. Co. v. Florida, 937 F.2d 447, 449 (9th Cir. 1991) (open-ended community can be
established by an ongoing scheme, multiple victims, or the risk of continuing illegal
activity). Rippling also alleges closed-ended continuity by showing that the enterprise
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 44 of 49 PageID
#: <pageID>

45
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
lasted at least a year. See FAC ¶¶ 43, 49, 134; Grimmett v. Brown, 75 F.3d 506, 512 (9th
Cir. 1996) (“[C]ontinuity cannot usually be proven unless the scheme has been in existence
for at least one year.”).
Bouaziz Defendants:
The Bouazizes argue that Rippling’s RICO claim fails since Rippling is unable to
show that it applies extraterritorially for any of the predicate acts. Bouaziz MTD at 21.
For wire fraud, they argue that Rippling’s allegations regarding Slack queries to
Rippling’s U.S. servers and payments through the U.S. banking system are not domestic
wires that make the alleged conduct the focus of the wire fraud statute. Id. at 22. But
Rippling adequately alleges that the Slack queries were used to receive trade secrets from
Rippling’s U.S. servers and databases. FAC ¶ 176. And the Bouazizes’ citation to
Daramola v. Oracle America, Inc. to show server access is insufficient for
extraterritoriality is inapposite, since the case had nothing to do with wire fraud. 92 F.4th
833 (9th Cir. 2024). The “focus of the wire fraud statute [for extraterritoriality] is the use
of wires in furtherance of a scheme to defraud.” United States v. Hussain, 972 F.3d 1138,
1143 (9th Cir. 2020). And Rippling has demonstrated a sufficient domestic nexus for these
queries. Moreover, Rippling also alleges that the Bouazizes bribed O’Brien by transferring
money “through the United States banking system.” FAC ¶ 176. That, too, is enough.
The Bouazizes also challenge the trade secrets predicate by arguing they did not
commit an act in furtherance of the trade secret offense in the U.S. Bouaziz MTD at 23;
18 U.S.C.A. § 1837(2) (expressly permitting extraterritorial application if “an act in
furtherance of the offense was committed in the United States”). But the relevant
provision “does not require the defendant to have committed such act.” vPersonalize Inc.
v. Magnetize Consultants Ltd., 437 F. Supp. 3d 860, 878 (W.D. Wash. 2020) (emphasis in
original). As explained, Rippling already alleges that Deel used Rippling’s trade secrets to
target its customers and prospects.
The argument regarding obstruction similarly fails. The Bouazizes raise the same
argument as Deel—that the alleged obstruction was related to the Irish Proceedings.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 45 of 49 PageID
#: <pageID>

46
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
Bouaziz MTD at 23. And it fails for the same reasons the Court identified.
The Bouazizes again track Deel’s argument regarding a proximate RICO injury.
See id. at 23–25. But Rippling sufficiently alleges that at least two prospective customers
were lost due to the theft of trade secrets. FAC ¶ 85. The Bouazizes fare no better than
Deel.
b. 	Conspiracy to Violate RICO
Deel and the Bouaziz Defendants:
Both Deel and the Bouazizes rest their argument against conspiracy on their
perceived failure for Rippling to allege a substantive RICO violation. Deel 12(b)(6) MTD
at 9; Bouaziz MTD at 26. As the Court has covered, Rippling has successfully alleged a
substantive RICO violation. Deel makes the additional argument that Rippling fails to
allege a conspiracy “to commit a RICO violation itself.” Deel 12(b)(6) MTD at 9–10. Not
so. Rippling alleges that Defendants “violated 18 U.S.C. § 1962(d) by conspiring and
agreeing to violate 18 U.S.C. § 1962(c) . . . by knowingly agreeing to adopt the goal of
further facilitating the operation of the aforementioned enterprise through a pattern of
racketeering.” FAC ¶ 187. “Allegations that the defendants knowingly agreed to facilitate
a scheme which includes the operation or management of a RICO enterprise are sufficient
to state a claim under Section 1962(d).” Smith v. Levine Leichtman Cap. Partners, Inc.,
723 F. Supp. 2d 1205, 1216 (N.D. Cal. 2010).
Westgarth:
Westgarth mainly contends that Rippling does not sufficiently plead that he agreed
to be part of the conspiracy and that he knew the nature and scope of the enterprise.
Westgarth MTD at 11–13. He concedes that there are at least seven allegations that
implicate his purported involvement, but argues that they do not demonstrate that he
committed or agreed to commit multiple predicate acts. Id. at 12–13. But the allegation
that Westgarth’s wife, who is not employed by Deel, sent $6,000 to O’Brien raises the
inference that Westgarth was aware of the promise to pay O’Brien €5,000 per month for
his espionage and did so surreptitiously through his wife’s account. See FAC ¶¶ 60, 64.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 46 of 49 PageID
#: <pageID>

47
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
That would support Rippling’s allegations that Westgarth agreed to commit wire fraud.
Similarly, Rippling alleges that Westgarth “worked to erase all digital traces of contact
with O’Brien,” which Rippling claims is obstruction of justice. FAC ¶ 142. As to
Westgarth’s knowledge, a “co-conspirator need not know of the existence or identity of
other members of the conspiracy or the full extent of the conspiracy.” In re High-Tech
Emp. Antitrust Litig., 856 F. Supp. 2d 1103, 1118 (N.D. Cal. 2012). Moreover, it is “clear
that a defendant need not participate in all parts of the conspiracy in order to be a part of
it.” United States v. Laykin, 886 F.2d 1534, 1540 n.8 (9th Cir. 1989).
Westgarth also briefly argues that Rippling has failed to allege a substantive RICO
violation. Westgarth MTD at 14–15. For the reasons discussed above, for Deel and the
Bouazizes, the Court disagrees.
c. 	Misappropriation of Trade Secrets, 18 U.S.C. § 1836
Deel seeks to dismiss Rippling’s trade secret claim based on its view that Rippling
did not adequately take “reasonable measures to keep [Rippling’s] information secret.”
Deel 12(b)(6) MTD at 12–13 (quoting 18 U.S.C. § 1839(3)(A)). But this is a fact question
that “should be answered with evidence at the summary judgment or trial phase, not now.”
Mastronardi Int’l Ltd. v. SunSelect Produce (California), Inc., 2019 WL 3996608, at *9
(E.D. Cal. Aug. 23, 2019) (declining to resolve a question about reasonable measures on a
motion to dismiss). Nevertheless, the Court notes that the complaint does include
descriptions of measures that, when viewed holistically, could be deemed reasonable. See
FAC ¶¶ 67 n.25, 192 (identifying restrictions for authorized users, activity logs, multi-
factor authentication, biometrics, and confidentiality agreements).
d. 	State Law Claims
Deel argues that Rippling’s three state law claims are preempted by the California
Uniform Trade Secrets Act (“CUTSA”). Deel 12(b)(6) MTD at 12–13. The Court agrees.
CUTSA “preempt[s] claims based on the same nucleus of facts as trade secret
misappropriation.” See K.C. Multimedia, Inc. v. Bank of America Tech. & Operations,
Inc., 171 Cal. App. 4th 939, 962 (Cal. Ct. App. 2009). That is the case here. All three
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 47 of 49 PageID
#: <pageID>

48
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
state law claims are inextricably tied to the nucleus of facts of the trade secret theft
Rippling alleges. FAC ¶¶ 200–20. Accordingly, the claims are preempted.
F. 	Motion to Strike and Motion for Attorneys’ Fees
Deel also filed an anti-SLAPP motion to strike Rippling’s state law claims as well
as a motion for attorneys’ fees based on its pre-amendment anti-SLAPP motion. See Dkts.
90, 91. Deel argues that Rippling seeks to premise liability based on its protected activity
and free speech rights, requiring Rippling’s state law claims to be stricken. Dkt. 90 at 1.
For its fees motion, Deel asserts that it technically “prevailed” on its original anti-SLAPP
motion since Rippling removed its CUTSA claim in its amended complaint. Dkt. 91 at 1.
Although the Court has already dismissed Rippling’s state law claims, the Court briefly
addresses both motions.
Deel’s anti-SLAPP motion falls short at the gate. “[A] claim may be struck only if
the speech or petitioning activity itself is the wrong complained of, and not just evidence
of liability or a step leading to some different act for which liability is asserted.” Park v.
Bd. of Trs. of Cal. State Univ., 393 P.3d 905, 907 (Cal. 2017) (emphasis original). As
exhaustively discussed, Rippling’s claims are plainly based on corporate espionage and
trade secret theft, not Deel’s protected rights. And Deel’s fees motion fares no better
because fees are only warranted if Deel’s original anti-SLAPP motion (which has the same
fatal flaw) would have been successful. See Evans Hotels, LLC v. Unite Here! Loc. 30,
No. 23-55692, 2025 WL 17120, at *3 (9th Cir. Jan. 2, 2025) (“Where a plaintiff abandons
its claims after the defendant files an anti-SLAPP motion, the defendant is entitled to fees
and costs if it would have prevailed on the merits of its motion.”).
Accordingly, the Court DENIES Deel’s motion to strike and motion for attorneys’
fees.
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 48 of 49 PageID
#: <pageID>

49
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court
Northern District of California
III. 	CONCLUSION
For the foregoing reasons, the Court GRANTS in part Deel’s motion to dismiss for
a failure to state a claim and DENIES all other motions.
IT IS SO ORDERED.
Dated: February 23, 2026
CHARLES R. BREYER
United States District Judge
Case 3:25-cv-02576-CRB Document 174 Filed 02/23/26 Page 49 of 49 PageID
#: <pageID>