Mayfair Gold Corporation v. Evans et al

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WO
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Mayfair Gold Corporation,
Plaintiff,
v.
Patrick Evans, et al.,
Defendants.
No. CV-24-03559-PHX-SHD
ORDER
Pending before the Court is Defendants Patrick Evans (“Mr. Evans”) and Bonnie
Evans’s (“Mrs. Evans”) Motion to Dismiss Plaintiff’s First Amended Complaint Based on
Forum Non Conveniens (the “Motion”) (Doc. 17). For the following reasons, the Motion
will be granted.
I. BACKGROUND
Plaintiff Mayfair Gold Corporation (“Mayfair Gold”) is a corporation organized
under the laws of British Columbia, Canada, with its principal place of business in Ontario,
Canada. (Doc. 12 at 3.) Mayfair Gold is an exploration-stage mining company with
operations and principal assets located in Canada. (Id.)
Mr. Evans resides in Scottsdale, Arizona with Mrs. Evans, his spouse. (Id.)
According to the First Amended Complaint (the “Complaint”), Mr. Evans served as
Mayfair Gold’s Chief Executive Officer and as a member of its board of directors from
2020 until June 2024. (Id.) According to the Complaint, “at all times material hereto
Patrick Evans was acting on behalf of his marital community with Bonnie Evans.” (Id.)
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The genesis of this dispute is a proxy contest initiated in early 2024 by Muddy
Waters Capital LLC (“Muddy Waters”), a significant shareholder of Mayfair Gold, seeking
to replace Mayfair Gold’s board of directors. (Id. at 4–6.) According to the Complaint,
from approximately November 2023 through February 2024, Muddy Waters “developed
serious concerns about the direction of the Company and about [Mr.] Evans’ leadership.”
(Id. at 4.) Muddy Waters’s representatives communicated their concerns to Mr. Evans
through a series of meetings, but the meetings did not alleviate Muddy Waters’s concerns.
(Id. at 5.) Accordingly, Muddy Waters proceeded with the proxy contest which culminated
in a shareholder vote held on June 5, 2024, that replaced the entire Mayfair Gold board,
including Mr. Evans. (Id. at 4–6.)
During the proxy contest, disputes arose concerning Mr. Evans’s employment
agreement with Mayfair Gold and his alleged entitlement to a termination payment in
connection with the impending change in Mayfair Gold’s board of directors. (See id. at 6–
7). The Complaint alleges that, in connection with the proxy contest, Mr. Evans improperly
amended his employment agreement with Mayfair Gold to increase his salary and to
expand the circumstances under which he would be entitled to a termination payment. (See
id.). These amendments included revisions to the definition of “change in control” to
encompass a mere change in the composition of the board, rather than a traditional change
in corporate ownership. (Id. at 7.) Mayfair Gold asserts that these actions were not
authorized by Mayfair Gold’s full board or Compensation Committee. (Id. at 8, 11.) The
Complaint also alleges that Mr. Evans induced certain other employees to enter into similar
arrangements, amending their employment agreements and participating in purported
settlement agreements designed to trigger termination payments upon the success of the
proxy contest. (Id. at 13.)
In anticipation of these termination payments, Mayfair Gold placed approximately
$4 million Canadian Dollars (“CAD”) into a trust for distribution to Mr. Evans and the
other employees. (Id. at 13–14.) Following the shareholder vote, Mr. Evans received a
termination payment of approximately $1.5 million CAD, while the other employees
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ultimately returned their funds to the Company when they were “faced with the threat of
litigation.” (Id.) The Complaint further alleges that disputes concerning these termination
payments were the subject of proceedings in the Supreme Court of British Columbia,
including a petition filed by Muddy Waters in May 2024. (Id. at 14–15.) According to the
Complaint, the Canadian court issued orders addressing the disbursement of the trust funds,
and the litigation was later discontinued as to Mr. Evans without prejudice. (Id. at 15–16.)
II. PROCEDURAL HISTORY
On December 16, 2024, Mayfair Gold filed this lawsuit against Defendants. (Doc.
1). Mayfair Gold asserts four claims against Defendants for fraud, conversion, breach of
fiduciary duty, and breach of contract. (Doc. 12 at 16–20.) On March 6, 2025, Defendants
filed a motion to dismiss for forum non conveniens. (Doc. 17.) Mayfair Gold responded,
(Doc. 18), and Defendants replied (Doc. 19). In their Reply, Defendants identified twenty-
one potential witnesses, all of whom are Canadian residents, and attached a declaration by
Mr. Evans explaining why “it will be necessary to call the [21] witnesses to testify.” (Doc.
19-1 at 2.) Defendants argued that the presence of so many witnesses in Canada made
Canada a more appropriate forum for this litigation. (See id. at 3–4.)
Subsequently, Mayfair Gold filed a motion to strike the witness list and related
arguments in Defendants’ Reply, or in the alternative, for leave to file a sur-reply, attaching
the proposed sur-reply. (Doc. 20; Doc. 20-1.) Defendants opposed the motion, arguing
that the witness list directly addressed Mayfair Gold’s assertions regarding the location of
witnesses and that the witnesses were critical to their defenses. (Doc. 21 at 3–4.)
Oral argument on both motions was held on February 18, 2026. At that hearing, the
Court denied Mayfair Gold’s motion to strike and granted leave to file the sur-reply. (Doc.
26.) The proposed sur-reply is now lodged on the docket, (Doc. 27). Following oral
argument, the Court directed the parties to submit limited supplemental briefing regarding
the availability of material witnesses and the potential inspection of relevant property in
Arizona. (Doc. 28.) On February 27, 2026, the parties filed their supplemental briefs.
(Docs. 31, 32.) The Court will consider Defendants’ Motion to Dismiss together with
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Mayfair Gold’s Opposition, Defendants’ Reply, the lodged sur-reply, the parties’
arguments at oral argument, and the supplemental briefing in evaluating the forum non
conveniens factors.
III. LEGAL STANDARD
“A district court has discretion to decline to exercise jurisdiction in a case where
litigation in a foreign forum would be more convenient for the parties.” Lueck v.
Sundstrand Corp., 236 F.3d 1137, 1142 (9th Cir. 2001) (citing Gulf Oil Corp. v. Gilbert,
330 U.S. 501, 504 (1947), superseded by statute as stated in Amer. Dredging Co. v. Miller,
510 U.S. 443, 449 n.2 (1994)). “In dismissing an action on forum non conveniens grounds
the court must examine: (1) whether an adequate alternative forum exists, and (2) whether
the balance of private and public interest factors favors dismissal.” Id. (citations 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).
Ordinarily, there is “a strong presumption in favor of the plaintiff’s choice of forum,
which may be overcome only when the private and public interest factors clearly point
towards trial in the alternative forum.” Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255
(1981). However, “[b]ecause the central purpose of any forum non conveniens inquiry is
to ensure that the trial is convenient, a foreign plaintiff’s choice deserves less deference.”
Id. at 256. “But less deference is not the same thing as no deference.” Ravelo Monegro v.
Rosa, 211 F.3d 509, 514 (9th Cir. 2000). Here, although Defendants are at home in
Arizona, the plaintiff’s foreign residency reduces the deference normally afforded to a
plaintiff’s choice of forum. Piper Aircraft, 454 U.S. at 255–56; Gemini Cap. Grp., Inc. v.
Yap Fishing Corp., 150 F.3d 1088, 1091 (9th Cir. 1998) (holding that a foreign plaintiff’s
choice of forum receives reduced deference even when the defendant is at home in the
chosen forum).
IV. DISCUSSION
To prevail on their motion to dismiss based upon forum non conveniens, Defendants
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“bear the burden of demonstrating an adequate alternative forum, and that the balance of
private and public interest factors favors dismissal.” Carijano, 643 F.3d at 1224. The
Court will first address the adequacy of an alternative forum and then address each of the
private and public interest factors.
A. Adequate Alternative Forum
“An alternative forum is deemed adequate if: (1) the defendant is amenable to
process there; and (2) the other jurisdiction offers a satisfactory remedy.” Id. at 1225. A
defendant’s “‘voluntary submission to service of process’ suffices to meet the first
requirement for establishing an adequate alternative forum.” Id. (quoting Tuazon v. R.J.
Reynolds Tobacco Co., 433 F.3d 1163, 1178 (9th Cir. 2006)). Even when the defendant is
amenable to process in the alternative forum, however, there may be “rare circumstances”
in which the “remedy provided by the alternate forum is so clearly inadequate or
unsatisfactory that it is no remedy at all.” Piper Aircraft, 454 U.S. at 254 & n. 22. For
example, dismissal is inappropriate when the alternate forum “does not permit litigation of
the subject matter of the dispute.” Id.
In its briefing, Mayfair Gold argued that British Columbia was an inadequate forum
because Mrs. Evans had not consented to jurisdiction there; Mayfair Gold did not contend
that differences in British Columbia’s procedures rendered the forum inadequate. (Doc.
18 at 8–9.) At oral argument, Defendants clarified that they—both, Mr. and Mrs. Evans—
are willing to submit to the jurisdiction of British Columbia courts.
In response, Mayfair Gold argued for the first time that British Columbia is not an
adequate alternative forum because its discovery procedures, specifically, presumptions
limiting the number of depositions and a narrower scope of discovery, differ from those in
this Court. Arguments raised for the first time at oral argument need not be considered.
See Xpotential Fitness v. Arizona, 2020 WL 3971908, at *5 n.4 (D. Ariz. 2020). In any
event, the differing discovery procedures do not render the “remedy provided by [British
Columbia] . . . so clearly inadequate or unsatisfactory that it is no remedy at all.” Piper
Aircraft, 454 U.S. at 254.
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Because all named Defendants have agreed to submit to the jurisdiction of British
Columbia, Defendants have established the existence of an adequate alternative forum. See
Carijano, 643 F.3d at 1225. To ensure that all Defendants remain amenable to process,
the Court will condition this dismissal on Defendants’ acquiescence to jurisdiction in
Canada’s courts. See, e.g., Contact Lumber Co. v. P.T. Moges Shipping Co., 918 F.2d
1446, 1450 (9th Cir. 1990).
Having established that British Columbia is an adequate alternative forum, the Court
turns to balancing of the public and private interest factors.
B. Private Interest Factors
In deciding whether to dismiss for forum non conveniens, courts consider seven
private interest factors: “(1) the residence of the parties and the 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 (7) all other practical problems that
make trial of a case easy, expeditious and inexpensive.” Lueck, 236 F.3d at 1145 (citing
Gulf Oil, 330 U.S. at 508).
1. Residence of the Parties and the Witnesses
The Court first considers the residence of the parties and witnesses. Mayfair Gold
is a Canadian corporation organized under the laws of British Columbia, with its principal
place of business in Ontario and its operations and principal assets located in Canada. It
nonetheless prefers litigation in Arizona and, as noted above, its choice to sue outside its
home forum is entitled to reduced deference. See Gemini Capital Grp., 150 F.3d at 1091–
92; Foster Poultry Farms Inc. v. LaClaire, 2020 WL 1188189, at *2 (D. Ariz. 2020).
Defendants are residents of Arizona but would prefer litigation in Canada. The residence
of the parties is a neutral factor.
Turning to witnesses, Defendants identified twenty-one potential Canadian
witnesses. (Doc. 21 at 4–6.) Mayfair Gold contends that sixteen are immaterial because,
even by Defendants’ description, their testimony would not bear on the core issues in this
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case—whether Mr. Evans breached fiduciary duties, committed fraud or conversion, or
was contractually entitled to the challenged termination payment. (Doc. 27 at 2–3.) The
Court agrees that the analysis must center on material witnesses rather than those whose
testimony would be cumulative or peripheral. Lueck, 236 F.3d at 1146 (holding “a court’s
focus should not rest on the number of witnesses,” rather “a court should evaluate the
materiality and importance of the anticipated evidence and witnesses’ testimony and then
determine their accessibility and convenience to the forum” (cleaned up)).
At this stage of the litigation, it is apparent that at least six of the twenty-one
potential Canadian witnesses are material: Frank G., Roland H., Douglas C., Christopher
R., Harry P., and Darren M.1 (See Doc. 19 at 4–6; see also Doc. 7 (challenging the
materiality of sixteen witnesses but not contesting the materiality of these six).) The
parties’ submissions, and their arguments at oral argument, confirm that these witnesses
were directly involved in Mayfair Gold’s corporate governance, the relevant employment
agreements and compensation decisions, and the administration of the termination payment
at issue. (See Doc. 19 at 4–6.) Their anticipated testimony goes to the formation and
interpretation of the employment agreements, board-level decision-making, and the
circumstances surrounding the payment challenged in this action. (See id.) In other words,
these are not marginal actors; rather, they are principal participants in the events giving rise
to this dispute. The Court can therefore conclude that at least six material witnesses reside
in Canada. Of these, five have stated that they will not travel to the United States for trial.
See infra, Section IV(B)(4).
Mayfair Gold, for its part, identifies five potential witnesses who reside in the
United States. At oral argument, Mayfair Gold stated that these witnesses are located in
Florida, Texas, and California. None of these five witnesses resides in Arizona and only
one has indicated an unwillingness to testify in Canada. See infra, Section IV(B)(4).
Mayfair Gold has identified these five witnesses and described their general background
but has not specifically briefed the materiality of their anticipated testimony to the core
1 To protect the privacy of individuals referenced herein, the Court refers to non-party
individuals by their first name and last initial only.
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issues in this case. (See Doc. 18 at 11.)
Mayfair Gold argues that any inconvenience to Canadian witnesses can be mitigated
by taking depositions in Canada, either live or via videoconference. (See id. at 13.)
Mayfair Gold also points out that some of Defendants’ Canadian witnesses regularly travel
to the United States. (Id. at 12–13.) Neither argument is persuasive. “[C]ourts recognize
that reading a deposition at trial—even a videotaped deposition—is no substitute for the
advantages to the parties, the judge and the jury of having important witnesses appear live
at trial.” Newegg, Inc. v. Telecomm. Sys., 2009 WL 1814461, at *7 (N.D. Cal. 2009); see
also Gulf Oil, 330 U.S. at 511 (warning against fixing the place of trial where litigants
cannot compel personal attendance and “may be forced to try their cases on deposition”).
If this case proceeds to trial in Arizona, the Canadian witnesses, who comprise the
majority of the material witnesses, would be required to travel internationally to testify
live, assuming their attendance could be compelled. See Fed. R. Civ. P. 43(a) (stating that
“[a]t trial, the witnesses’ testimony must be taken in open court unless” the court finds
“good cause in compelling circumstances” to allow remote testimony); see also infra
Section IV(B)(4). International travel for a multi-day trial entails significantly greater
expense, time commitments, and logistical complications than travel within British
Columbia, or, more broadly, domestic travel in Canada. Moreover, occasional business
travel to the United States does not equate to an ability or willingness to appear for extended
court proceedings in this forum.
The Court acknowledges that Mayfair Gold’s United States-based witnesses would
face greater travel burdens if the case were litigated in Canada rather than Arizona. But
this concern is significantly diminished by the fact that these witnesses face substantial
travel regardless of forum, since none resides in Arizona. The balance is therefore as
follows: at least six material witnesses reside in Canada and their testimony will bear
directly on the central issues in dispute. On the other side, five United States-based
witnesses of uncertain materiality would face travel burdens in either forum. Because the
concentration of material witnesses in Canada is both concrete and substantial, and because
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no material witness resides in Arizona aside from Defendants themselves, litigating in this
Court would impose a significant and unnecessary burden on the witnesses whose
testimony matters most. This portion of the first factor weighs in favor of dismissal, as
does overall consideration of the first factor.
2. Forum’s Convenience to the Litigants
Regarding the second private interest factor—convenience to the litigants—Mayfair
Gold argues that Arizona is a convenient forum because potential witnesses are dispersed
across jurisdictions and because Mr. Evans resides in Arizona. Neither contention is
sufficient. Mayfair Gold is a Canadian company, with its registered office in British
Columbia and its principal place of business in Ontario. (See Doc. 12 at 3.) Thus, litigating
in Canada is convenient for Mayfair Gold, and Defendants have consented to the
jurisdiction of the Canadian courts.
While Mr. Evans resides in Arizona, his residence alone does not render Arizona
the most convenient forum, particularly where the dispute concerns a Canadian
corporation, events centered in Canada, and agreements governed by Canadian law. See
e.g., Gemini Cap. Grp., 150 F.3d at 1091 (holding that a foreign plaintiff’s choice of forum
receives reduced deference even when the defendant is at home in the chosen forum).
Considered as a whole, Canada presents a more convenient forum for the parties.
Accordingly, this factor weighs in favor of dismissal.
3. Access to Physical Evidence and Other Sources of Proof
Third, the Court considers accessibility of the evidence. Courts have recognized
that “[t]he location of evidence may be an important factor[,] . . . [but] is neutral or carries
only minimal weight when the evidence is in electronic form.” Brown v. Abercrombie &
Fitch Co., 2014 WL 715082, at *5 (N.D. Cal. 2014) (citations omitted). Technological
developments have reduced the burden of retrieving and transporting documents, and this
factor’s importance has diminished in modern forum non conveniens analysis. See, e.g.,
Friends of Scot., Inc. v. Carroll, 2013 WL 1192956, at *3 (N.D. Cal. 2013). Even where
the evidence is stored in hard copy form, courts may look to whether transporting or
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producing the documents would impose “significant hardship.” See Wilson v. Walgreens
Co., 2011 WL 4345079, at *2 (N.D. Cal. 2011) (quoting Van Slyke v. Capital One Bank,
503 F. Supp. 2d 1353, 1362 (N.D. Cal. 2007)).
In their Motion, Defendants asserted that the bulk of the relevant evidence is located
in Ontario or British Columbia, including documents relating to Mr. Evans’s employment,
the shareholder meeting and proxy contest administered in British Columbia, and the
investment fund in Ontario that holds the challenged termination payment. (Doc. 17 at 7.)
In response, Mayfair Gold argued that there is no meaningful physical evidence in this case
and that the relevant materials consist primarily of electronically stored information
accessible from anywhere, rendering this factor irrelevant. (Doc. 18 at 11–12.) Mayfair
Gold also contended that Defendants had not identified any material evidence that could
not be accessed electronically. (Id.)
At oral argument, Defendants conceded that there are no unique hard-copy
documents in Canada that could not be produced in the United States and represented that
copying, scanning, or remote access would mitigate any concerns. Mayfair Gold, however,
argued for the first time that certain devices located in Arizona, including phones and
computers allegedly used in the wrongful conduct, would require forensic examination.
This argument was not raised in Mayfair Gold’s briefing, and, again, need not be
considered. See Xpotential Fitness, 2020 WL 3971908, at *5 n.4.
Regardless, Defendants confirmed in their supplemental brief that, if this case were
to proceed in Canada, they will consent to Mayfair Gold inspecting any relevant physical
property in Arizona—including laptops, phones, or other electronic devices within their
possession, custody, or control. (See Doc. 32 at 11–14.) Given this agreement and the
largely electronic nature of the other evidence, the Court finds that transporting or
producing materials would not impose significant hardship. Accordingly, the Court
concludes that the ease of access to evidence factor is neutral.
4. Whether Unwilling Witnesses Can be Compelled to Testify
Fourth, the Court considers the availability of compulsory process to secure
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witnesses. “‘[T]he relative ability of the forums to compel the attendance of significant
unwilling witnesses at trial’ is an important . . . factor.” Ravelo Monegro v. Rosa, 211 F.3d
509, 514 (9th Cir. 2000) (quotation marks omitted). As with the residence inquiry, the
focus is on the materiality of anticipated testimony and the accessibility of those witnesses
to the forum—not on the sheer number of witnesses identified. Lueck, 236 F.3d at 1146.
Defendants have identified five witnesses located in Canada whose testimony is
material to the core issues in dispute and who will not voluntarily participate in litigation
in the United States: Frank G., Roland H., Douglas C., Christopher R., and Harry P. (Doc.
19-1 at 2–5.) Four of them—Frank G., Douglas C., Christopher R., and Harry P.—
submitted declarations expressly stating: “I do not consent to appear voluntarily in this
proceeding and any request for testimony must comply with applicable Canadian legal
requirements.” (Doc. 32 at 3–10.) Although no declaration was submitted from Roland
H., Mr. Evans’s declaration represents that Roland H. is likewise unwilling to participate
voluntarily. (Doc. 19-1 at 2.) As discussed above, these witnesses are central to Mr.
Evans’s defenses, and their testimony goes to the core issues in this case.
Mayfair Gold argues that, given the opportunity to review the declarations before
submitting supplemental briefing, it would challenge whether each declarant identifies a
genuine, good-faith basis for unwillingness to participate, rather than merely stating a
conclusion. (Doc. 31 at 3.) Mayfair Gold also points to an email discussed at oral argument
concerning Mr. Evans’s communications with potential witness Kyle M., arguing it “casts
doubt on Defendants’ representations.” (Id.)2 The Court addressed the tone of that
communication at oral argument and does not take the concern lightly. However, on the
present record, there is no evidence of improper coercion or intimidation, nor is there
anything undermining the sworn declarations submitted in support of the Motion. The
declarations establish that these witnesses do not consent to voluntary appearance in this
2 Mayfair Gold also contends that some declarants may have participated in the
conduct alleged in the First Amended Complaint which could “potentially make them co-
conspirators in Mr. Evans’s alleged wrongful conduct and therefore possibly liable.” (Doc.
31 at 3.) These individuals are not named as defendants, and any potential co-conspirator
liability is not at issue at this stage. This does not affect the sufficiency of the declarations
for purposes of the forum non conveniens analysis.
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proceeding, (Doc. 32 at 3–10), which is all that is required at this stage. To the extent
Mayfair Gold’s supplemental briefing can be construed as a request to file a sur-reply, it is
denied. The relevant question is whether the material witnesses are unwilling to
participate, not whether they provide detailed justifications for that unwillingness, and the
existing record is sufficient to resolve that question.
Defendants are not required to prove with certainty that each witness will refuse to
appear or to provide exhaustive evidentiary detail at this stage. Piper Aircraft, 454 U.S. at
258. It is sufficient to demonstrate that key witnesses are located outside the forum and
beyond the court’s compulsory process. See id.; In re Air Crash Over Taiwan Straits on
May 25, 2002, 331 F. Supp. 2d 1176, 1198 (C.D. Cal. 2004) (defendants need not “identify
each potentially critical witness, nor submit affidavits that provide significant evidentiary
detail”). Defendants have done more than enough: they identified specific Canadian non-
party witnesses material to Mr. Evans’s defenses, produced declarations from four of them
expressly declining voluntary participation, and represented that a fifth is similarly
unwilling. Because these individuals reside outside this Court’s subpoena power, see
Merino v. U.S. Marshal, 326 F.2d 5, 13 (9th Cir. 1963), Defendants have made a sufficient
showing for purposes of the forum non conveniens analysis.
While some witnesses may ultimately choose to testify voluntarily, the inability to
compel their attendance at trial is what matters here. This distinction also reframes the
burden comparison Mayfair Gold invites. Mayfair Gold’s five United States-based
witnesses—none of whom resides in Arizona—face comparable travel burdens regardless
of forum, and only one has indicated an unwillingness to testify in Canada. By contrast,
five material Canadian witnesses have declined to appear in Arizona, and this Court lacks
any mechanism to compel them to come here. The Canadian courts can enforce
compulsory process against these Canadian residents; this Court cannot. This factor
weighs in favor of dismissal.
5. The Cost of Bringing Witnesses to Trial
Fifth, the Court considers the cost of attendance of willing witnesses. As discussed
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above, see supra Section IVB(1), trying this case in Arizona would require significant
travel costs for both parties to transport the six Canadian witnesses to the United States—
assuming their appearance could be secured at all. Further, the United States-based
witnesses would also have to travel from Florida, Texas, and California, so an Arizona trial
would be inconvenient and costly to them as well. Given all witnesses—except for
Defendants, who have consented to suit in Canada—would have to incur significant travel
expense to attend an Arizona trial, this factor weighs in favor of dismissal.
6. Enforceability of the Judgement
Sixth, the Court considers the enforceability of a judgment. At oral argument, both
parties conceded that an Arizona judgment could be enforced in Arizona or domesticated
in Canada, and a British Columbia judgment could be enforced in Canada or domesticated
in Arizona. On this record, enforceability does not materially favor either forum. Any
potential uncertainty can be further mitigated by conditioning dismissal on Defendants’
agreement to not challenge the enforcement in the United States of any final judgment
issued by a Canadian court. See In re Herbert, 2014 WL 1464837, at *11 (D. Haw. 2014),
aff’d sub nom. Herbert v. VWR Int’l, LLC, 686 F. App’x 520 (9th Cir. 2017) (conditioning
forum non conveniens dismissal on “Defendants’ agreement to . . . allow for the
enforcement of any Indonesian judgment in the United States”). Accordingly, this factor
is neutral.
7. All Other Practical Problems
The last factor—all other practical problems that make trial of a case easy,
expeditious and inexpensive—is neutral, as neither party focused on this factor in briefing
or argument.
The Court finds that the private interest factors weigh in favor of the alternative
British Columbia forum and dismissal.
C. Public Interest Factors
The public interest factors that courts must consider are “(1) local interest of [the]
lawsuit; (2) the court’s familiarity with governing law; (3) burden on local courts and
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juries; (4) congestion in the court; and (5) the costs of resolving a dispute unrelated to this
forum.” Lueck, 236 F.3d at 1147 (citing Piper Aircraft, 454 U.S. at 259–61).
1. Local Interest of the Lawsuit
First, although both Arizona and Canada have some interest in the litigation,
Canada’s interest is substantially stronger. The dispute involves Mayfair Gold, a
corporation organized under the laws of British Columbia, Canada, with its principal place
of business in Ontario, Canada, and operations located in Canada. (See Doc. 12 at 3.) The
claims arise from alleged misconduct directed at the corporation and involve, among other
things, the validity of amendments to employment agreements governed by British
Columbia law and allegedly executed without proper board authorization. (See id. at 16–
20.) The termination payment at issue was funded and administered in Canada, and
disputes concerning those funds were previously litigated in a Canadian court. (See id. at
13–16.) Canada therefore has a strong interest in resolving disputes affecting the integrity
of its corporations.
By contrast, Arizona’s connection to the dispute is limited primarily to Defendants’
residence. Although they reside in Arizona, that fact alone does not transform this case
into a local Arizona controversy. Nor does the alleged involvement of an Arizona resident
in communications or decision-making related to the disputed payment render the case
meaningfully connected to the broader Arizona community. Courts have cautioned that
accepting such an approach would risk converting any dispute involving a U.S. resident or
communications from the United States into a “local” case, effectively “making the United
States federal court system the surrogate court for the entire modern world global
economy.” Windt v. Qwest Commc’ns Int’l, Inc., 544 F. Supp. 2d 409, 423 (D.N.J. 2008),
aff’d, 529 F.3d 183 (3d Cir. 2008). Accordingly, this factor weighs in favor of dismissal,
as Canada has the stronger interest in resolving this dispute.
2. Court’s Familiarity with Governing Law
Second, because resolution of this dispute will require analysis of Canadian law,
with which Canadian courts are more familiar, this factor weighs in favor of dismissal. The
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parties dispute which issues will require application of foreign law, but they agree that at
least some issues will involve British Columbia law. (See Doc. 17 at 8; Doc. 18 at 15–16.)
Mayfair Gold argues that this factor should carry little weight because Canadian law
derives from the common-law tradition and is similar to Arizona law. While the Court
does not doubt its ability to apply foreign law, the relevant inquiry is comparative: whether
another forum is more familiar with the governing law. See Piper Aircraft, 454 U.S. at 260
n.29. The need to apply foreign law favors dismissal here. See Lueck, 236 F.3d at 1148
n.6 (determining that likely application of foreign law weighed in favor of dismissal).
3. Burden on Local Courts and Juries
Third, because resolution of this dispute would require an Arizona jury to become
familiar with a Canadian company, its operations, and Canadian law, this factor weighs in
favor of dismissal. Although Mayfair Gold argues that an Arizona jury could handle these
issues, the dispute centers on alleged misconduct in Canada, involving a Canadian
corporation, and employment agreements governed by Canadian law. It would be
unreasonable to require local jurors to invest substantial time in a case with only a de
minimis connection to the United States. Accordingly, this factor favors dismissal. See
Vivendi S.A. v. T-Mobile USA, Inc., 2008 WL 2345283, at *15 (W.D. Wash. 2008), aff’d,
586 F.3d 689 (9th Cir. 2009).
4. Congestion in the Courts
Fourth, neither party argues that court congestion favors this Court or the proposed
alternative forum. The Court has received no information regarding the relative congestion
of the foreign courts, and therefore finds this factor to be neutral. See id.; Carijano, 643
F.3d at 1233 (noting that this factor is neutral where both the domestic and foreign court
“have similarly crowded dockets”).
5. Costs of Resolving a Dispute Unrelated to this Forum
Finally, the fifth factor, the costs of resolving a dispute unrelated to this forum, also
weighs in favor of dismissal. The Court has already found that the connection of this case
to Arizona is minimal and sees no reason to expend further resources adjudicating this
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dispute when those resources could be more properly directed to cases with stronger ties
to this District.
V. CONCLUSION
The court finds that there is an adequate alternative forum, and that the balance of
private and public interest factors weighs in favor of dismissing this case. The Court hereby
conditions its forum non conveniens dismissal on Defendants’ agreement to: (1) submit to
service in British Columbia; (2) toll any statute of limitations that might apply to Mayfair
Gold’s re-filed claims for 120 days after dismissal by this Court; (3) consent to Mayfair
Gold inspecting any relevant physical property in Arizona, including laptops, phones, or
other electronic devices within their possession, custody, or control; and (4) allow for the
enforcement of any Canadian judgment in the United States. Moreover, although there is
no evidence that Defendants have acted to the contrary, the Court directs them to cooperate
in good faith in all pretrial and trial aspects of any British Columbia litigation. See
Carijano, 643 F.3d at 1234 (“District courts are not required to impose conditions on forum
non conveniens dismissals, but it is an abuse of discretion to fail to do so when there is a
justifiable reason to doubt that a party will cooperate with the foreign forum.” (citation
omitted)).
Accordingly,
IT IS ORDERED that Defendants’ Motion to Dismiss Plaintiff’s First Amended
Complaint Based on Forum Non Conveniens (Doc. 17) is GRANTED, subject to the
conditions set forth in this order.
IT IS FURTHER ORDERED directing the Clerk of Court to enter judgment
accordingly and close this case.
Dated this 6th day of March, 2026.
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