FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
COLLEGESOURCE, INC., a California
corporation, No. 09-56528
Plaintiff-Appellant, D.C. No.
v. 3:08-cv-01987-H-
ACADEMYONE, INC., a Pennsylvania CAB
corporation, OPINION
Defendant-Appellee.
Appeal from the United States District Court
for the Southern District of California
Marilyn L. Huff, District Judge, Presiding
Argued and Submitted
October 8, 2010—Pasadena, California
Filed August 8, 2011
Before: Kim McLane Wardlaw and William A. Fletcher,
Circuit Judges, and Barbara M. Lynn, District Judge.*
Opinion by Judge William A. Fletcher
*The Honorable Barbara M. Lynn, United States District Judge for the
Northern District of Texas, sitting by designation.
10309
10312 COLLEGESOURCE v. ACADEMYONE
COUNSEL
Alexander Papaefthimiou, Darren Quinn, Law Offices of Dar-
ren J. Quinn, Del Mar, California, William F. Woods, San
Diego, California, for the appellant.
John P. Cooley, Karen Shichman Crawford, Duane Morris,
LLP, San Diego, California, Aliza Rebecca Karetnick, David
F. Landau, Duane Morris, LLP, Philadelphia, Pennsylvania,
for the appellee.
OPINION
W. FLETCHER, Circuit Judge:
CollegeSource, Inc. (“CollegeSource”) sued AcademyOne,
Inc. (“AcademyOne”) in federal district court for the Southern
COLLEGESOURCE v. ACADEMYONE 10313
District of California, alleging that AcademyOne misappro-
priated material from CollegeSource’s websites. Academy-
One moved to dismiss for lack of personal jurisdiction. See
Fed. R. Civ. P. 12(b)(2). After jurisdictional discovery, the
district court granted AcademyOne’s motion to dismiss. We
reverse. We hold that AcademyOne is not subject to general
personal jurisdiction in California, but that it is subject to spe-
cific personal jurisdiction there.
I. Background
CollegeSource and AcademyOne compete in the market to
assist students and educational institutions with the college
transfer process. CollegeSource, a California corporation with
its principal place of business in California, maintains a digi-
tal collection of 44,000 course catalogs from 3,000 colleges
and universities dating back to 1993. Each catalog is available
as a .pdf file on CollegeSource’s websites collegesource.com,
collegesource.org, and tes.collegesource.org. Students and
college administrators may consult the catalogs to compare
courses at different schools, or to research what credits a
transferring student will obtain or what prerequisites she will
have satisfied by virtue of courses taken at her prior institu-
tion. CollegeSource compiled its collection in large part by
digitizing paper catalogs using Optical Character Recognition
software, which converts a printed page into a digital format
that may be searched, copied, and pasted. CollegeSource
alleges that its collection of catalogs cost more than $10 mil-
lion to compile and has “significant commercial value.” Stu-
dents, parents, guidance counselors, and teachers may use
CollegeSource’s collection of catalogs for free, but libraries
and educational institutions must pay to do so. CollegeSource
has also used the information in its collection of catalogs to
construct a searchable database of individual course descrip-
tions that permits rapid assessment of course equivalencies
and is available to educational institutions for a fee.
AcademyOne is a Pennsylvania corporation with its princi-
pal place of business in Pennsylvania. AcademyOne’s ser-
10314 COLLEGESOURCE v. ACADEMYONE
vices resemble CollegeSource’s. AcademyOne’s “Course
Atlas” contains course catalogs for the current academic year,
and its “Course Equivalency Management Center” enables
users to compare the equivalencies of courses at different
schools. Both services are available on AcademyOne’s web-
sites academyone.com, collegetransfer.net, and cour-
seatlas.com. Students who register with AcademyOne may
search these websites for information on courses, educational
institutions, and course equivalencies; create custom-designed
“Equivalency Maps” and “Transfer Planning Guides”; upload
documents such as letters of recommendation and resumes to
a “Storage Center”; and post on a message board. Academy-
One permits students to use many of the websites’ tools for
free, but requires users to purchase subscriptions in order to
access the websites’ more advanced features, including the
Course Equivalency Management Center. Most of Academy-
One’s paying subscribers are educational institutions and state
higher education agencies.
AcademyOne seeks to serve a national market, but it has
specifically targeted California students and schools. For
example, AcademyOne owns several Google AdWords that
include the term “California.” An AdWord is a word or
phrase that, when entered as a search term in Google, prompts
Google to display an advertisement designed by the AdWord
owner linking to the owner’s website. For example, Acade-
myOne owns the AdWord “California college transfer.”
When a Google user searches that phrase, Google returns both
a list of relevant websites as determined by its own algorithm
and advertisements for companies, including AcademyOne,
interested in targeting people who have searched that phrase.
The AdWord owner hopes that the user will visit its adver-
tised website in addition to, or in lieu of, the websites returned
in the search results proper. See generally Google AdWords,
http://www.google.com/ads/adwords2 (last visited July 21,
2011); Network Automation, Inc. v. Advanced Sys. Concepts,
638 F.3d 1137, 1142-43 (9th Cir. 2011). AcademyOne also
solicited California colleges and state educational agencies by
COLLEGESOURCE v. ACADEMYONE 10315
phone and email, and sponsored the keynote speaker at a con-
ference of state higher education executive officers in San
Diego.
AcademyOne’s efforts have borne fruit. Approximately
26,000 unique California IP addresses have visited Academy-
One’s websites, amounting to 19 percent of all visitors to the
website. This is the highest number of visitors from any state.
Three hundred California students have registered with
AcademyOne. This is 15 percent of all students who have reg-
istered with and provided an address to AcademyOne. Forty-
eight California colleges and universities have submitted
institutional profiles for publication on AcademyOne’s web-
sites. Two of AcademyOne’s paid subscribers have California
offices, though neither is a California corporation. However,
AcademyOne has no offices, real property, or staff in Califor-
nia; is not licensed to do business in California; has no agent
for service of process in California; and pays no California
taxes.
In late 2005 and early 2006, a few months after its found-
ing, AcademyOne made a series of attempts to acquire rights
to CollegeSource’s collection of course catalogs. In Septem-
ber 2005, Ed Johnson, AcademyOne’s vice president for mar-
keting, signed up for a trial membership in order to view
CollegeSource’s catalogs. In October 2005, Johnson phoned
a CollegeSource sales representative to ask what College-
Source would charge for rights to its collection of catalogs.
He then sent a follow-up email asking, “[W]hat does it cost
to obtain ALL your catalogs in electronic form, ASAP?” In
December 2005, Peggi Munkittrick, AcademyOne’s executive
director for product strategy, emailed CollegeSource’s CEO,
Kerry Cooper, “to determine whether CollegeSource has any
interest in assisting us (AcademyOne) with the creation of an
online course inventory” and “whether CollegeSource had the
interest and/or ability to provide us with an electronic file of
courses that could be loaded into our course inventory.”
Munkittrick proposed “a conference call to further identify
10316 COLLEGESOURCE v. ACADEMYONE
what our opportunities might be.” In January 2006, Munkittr-
ick sent a follow-up email to Cooper “to determine whether
a conversation is warranted to discuss how our companies
might benefit from working together in an effort to create an
online course inventory.” Munkittrick again proposed a con-
ference call. Cooper filed a declaration in the district court
stating that CollegeSource “briefly” pursued AcademyOne’s
proposed partnership, but “terminated the discussions . . .
because there was no point in selling away, at any price, our
competitive advantage.”
Later in 2006, AcademyOne began building its own collec-
tion of catalogs and a database of course descriptions. Two
more AcademyOne employees registered for trial member-
ships with CollegeSource that allowed them to download
three catalogs each. AcademyOne also hired a China-based
contractor to whom AcademyOne provided a list of U.S. col-
leges and universities, as well as the URLs of their home-
pages. AcademyOne directed its contractor to collect catalogs
and course descriptions from those schools’ websites, and
then to provide that information to AcademyOne for publica-
tion. During the collection process, the contractor’s employ-
ees downloaded .pdf files of catalogs that were linked from
schools’ websites but were actually hosted on College-
Source’s servers. The record does not reflect why these
schools chose to host their catalogs on CollegeSource’s serv-
ers rather than their own.
AcademyOne put 680 catalogs from CollegeSource’s col-
lection on its websites. The catalogs were easily identifiable
as having come from CollegeSource. The first page of each
.pdf file containing a catalog was a “splash page” bearing
CollegeSource’s URL. The second page file contained
CollegeSource’s terms of use, which prohibit redistribution,
modification, or commercial use of the catalogs without the
consent of CollegeSource and the relevant school. Both of
these pages were reproduced on AcademyOne’s websites.
AcademyOne also copied individual course descriptions from
COLLEGESOURCE v. ACADEMYONE 10317
CollegeSource’s catalogs and pasted those course descriptions
into its databases. The course descriptions were traceable to
CollegeSource because they contained idiosyncratic errors
created by CollegeSource’s Optical Character Recognition
software (for example, “cata1og” instead of “catalog”) that
were also present in CollegeSource’s catalogs.
In April 2007, CollegeSource hand-delivered to Academy-
One a cease-and-desist letter demanding the removal of Col-
legeSource’s catalogs and course descriptions from
AcademyOne’s websites. David Moldoff, AcademyOne’s
CEO, filed a declaration in the district court stating that he did
not know that CollegeSource was a California-based corpora-
tion until he received the cease-and-desist letter. He also
stated that he removed all of the catalogs “[s]hortly after
receiving the letter.” CollegeSource disputes that declaration,
stating that AcademyOne left misappropriated catalogs on its
websites for several weeks following delivery of the cease-
and-desist letter, and continues to keep misappropriated
course descriptions on its websites.
CollegeSource brought suit in federal district court for the
Southern District of California in October 2008, alleging six
causes of action: (1) violations of the Computer Fraud and
Abuse Act, 18 U.S.C. § 1030(g); (2) violations of the Califor-
nia Computer Crimes Act, Cal. Penal Code § 502; (3) breach
of contract; (4) misappropriation; (5) unfair competition, in
violation of Cal. Bus. & Prof. Code § 17200; and (6) unjust
enrichment. During discovery in a related action in Pennsyl-
vania, CollegeSource learned that AcademyOne had regis-
tered two of its trademarks as AdWords. CollegeSource
therefore filed an amended complaint in June 2009 adding
causes of action for trademark infringement, in violation of 15
U.S.C. § 1114; and unfair competition, in violation of the
Lanham Act, 15 U.S.C. § 1125. After jurisdictional discovery
in this action, the district court granted AcademyOne’s
motion to dismiss for lack of personal jurisdiction. See Fed.
R. Civ. P. 12(b)(2). CollegeSource timely appealed.
10318 COLLEGESOURCE v. ACADEMYONE
II. Standard of Review
We review a dismissal for lack of personal jurisdiction de
novo. Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir.
2008). In opposing a defendant’s motion to dismiss for lack
of personal jurisdiction, the plaintiff bears the burden of
establishing that jurisdiction is proper. Id. Where, as here, the
defendant’s motion is based on written materials rather than
an evidentiary hearing, “the plaintiff need only make a prima
facie showing of jurisdictional facts to withstand the motion
to dismiss.” Brayton Purcell LLP v. Recordon & Recordon,
606 F.3d 1124, 1127 (9th Cir. 2010) (internal quotation marks
omitted). The plaintiff cannot “simply rest on the bare allega-
tions of its complaint,” but uncontroverted allegations in the
complaint must be taken as true. Schwarzenegger v. Fred
Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004) (quoting
Amba Mktg. Sys., Inc. v. Jobar Int’l, Inc., 551 F.2d 784, 787
(9th Cir. 1977)). “[W]e may not assume the truth of allega-
tions in a pleading which are contradicted by affidavit,” Data
Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1284 (9th
Cir. 1977), but we resolve factual disputes in the plaintiff’s
favor, Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th
Cir. 2006).
Where, as here, no federal statute authorizes personal juris-
diction, the district court applies the law of the state in which
the court sits. Fed. R. Civ. P. 4(k)(1)(A); Panavision Int’l,
L.P. v. Toeppen, 141 F.3d 1316, 1320 (9th Cir. 1998). Califor-
nia’s long-arm statute, Cal. Civ. Proc. Code § 410.10, “is
coextensive with federal due process requirements, [so] the
jurisdictional analyses under state law and federal due process
are the same.” Schwarzenegger, 374 F.3d at 800-01. For a
court to exercise personal jurisdiction over a nonresident
defendant consistent with due process, that defendant must
have “certain minimum contacts” with the relevant forum
“such that the maintenance of the suit does not offend ‘tradi-
tional notions of fair play and substantial justice.’ ” Interna-
COLLEGESOURCE v. ACADEMYONE 10319
tional Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)
(quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)).
III. Discussion
A. General Jurisdiction
[1] CollegeSource makes a cursory argument that Acade-
myOne is subject to general jurisdiction in California. “A
court may assert general jurisdiction over foreign (sister-state
or foreign-country) corporations to hear any and all claims
against them when their affiliations with the State are so ‘con-
tinuous and systematic’ as to render them essentially at home
in the forum State.” Goodyear Dunlop Tires Operations, S.A.
v. Brown, 131 S. Ct. 2846, 2851 (2011). For general jurisdic-
tion to exist over a nonresident defendant such as Academy-
One, the defendant must engage in “continuous and
systematic general business contacts,” Helicopteros Nacion-
ales de Colombia, S.A. v. Hall, 466 U.S. 408, 416 (1984), that
“approximate physical presence” in the forum state. Bancroft
& Masters, Inc. v. Augusta Nat’l, Inc., 223 F.3d 1082, 1086
(9th Cir. 2000). “The standard is met only by ‘continuous cor-
porate operations within a state [that are] thought so substan-
tial and of such a nature as to justify suit against [the
defendant] on causes of action arising from dealings entirely
distinct from those activities.’ ” King v. Am. Family Mut. Ins.
Co., 632 F.3d 570, 579 (9th Cir. 2011) (quoting International
Shoe, 326 U.S. at 318)). To determine whether a nonresident
defendant’s contacts are sufficiently substantial, continuous,
and systematic, we consider their “[l]ongevity, continuity,
volume, economic impact, physical presence, and integration
into the state’s regulatory or economic markets.” Tuazon v.
R.J. Reynolds Tobacco Co., 433 F.3d 1163, 1172 (9th Cir.
2006). The standard for general jurisdiction “is an exacting
standard, as it should be, because a finding of general jurisdic-
tion permits a defendant to be haled into court in the forum
state to answer for any of its activities anywhere in the
world.” Schwarzenegger, 374 F.3d at 801. See also, e.g.,
10320 COLLEGESOURCE v. ACADEMYONE
Mavrix Photo, Inc. v. Brand Techs., Inc., No. 09-56134, slip
op. at 10340-47 (9th Cir. August 8, 2011).
CollegeSource argues that AcademyOne is subject to gen-
eral jurisdiction because AcademyOne misappropriated
CollegeSource’s catalogs and course descriptions in Califor-
nia; markets its services to California students and educational
institutions; has three hundred registered users and two paid
subscribers in California; and maintains a “highly interactive”
website.
[2] CollegeSource has not satisfied the “exacting” standard
necessary to establish general jurisdiction. AcademyOne has
no offices or staff in California; is not registered to do busi-
ness in the state; has no registered agent for service of pro-
cess; and pays no state taxes. See, e.g., Goodyear, 131 S. Ct.
at 2852; Helicopteros, 466 U.S. at 411; Glencore Grain Rot-
terdam B.V. v. Shivnath Rai Harnarain Co., 284 F.3d 1114,
1124-25 (9th Cir. 2002); Bancroft & Masters, 223 F.3d at
1086. AcademyOne has not closed its Pennsylvania offices
and removed its corporate operations to California. Cf., e.g.,
Perkins v. Benguet Consol. Mining Co., 342 U.S. 437, 447-48
(1952).
[3] AcademyOne’s alleged misappropriation of College-
Source’s intellectual property does not support general juris-
diction because the misappropriation was not a “continuous
and systematic” forum activity, but was, rather, a few discrete
acts over a relatively short period of time. See International
Shoe, 326 U.S. at 317 (corporate agent’s “conduct of single
or isolated items of activities in a state in the corporation’s
behalf are not enough to subject it to suit on causes of action
unconnected with the activities there”); Tuazon, 433 F.3d at
1173 (“Generally, an isolated contact with the forum state . . .
will not support general jurisdiction.”). CollegeSource con-
fuses the general and specific jurisdiction inquiries. A nonres-
ident defendant’s discrete, isolated contacts with the forum
support jurisdiction on a cause of action arising directly out
COLLEGESOURCE v. ACADEMYONE 10321
of its forum contacts, but this is specific rather than general
jurisdiction. See, e.g., McGee v. Int’l Life Ins. Co., 355 U.S.
220, 223 (1957) (holding that one insurance policy issued by
Texas insurer to California resident subjected insurer to per-
sonal jurisdiction in California to answer claim based on that
policy); Shute v. Carnival Cruise Lines, 897 F.2d 377, 385 n.7
(9th Cir. 1990) (“[W]here a defendant has only one contact
with the forum state, a close nexus between its forum-related
activities and the cause of the plaintiffs’ harm may be
required.”), rev’d on other grounds, 499 U.S. 585 (1991);
Lake v. Lake, 817 F.2d 1416, 1421 (9th Cir. 1987). However,
discrete forum contacts such as AcademyOne’s alleged acts of
misappropriation do not support jurisdiction on causes of
action unrelated to those contacts.
[4] Marketing to forum residents, at least where such mar-
keting does not result in substantial and continuous commerce
with the forum, does not support general jurisdiction. See,
e.g., Shute, 897 F.2d at 381-82 (no general jurisdiction despite
advertising in the local media, the mailing of brochures and
the payment of commissions to forum travel agents, and the
conducting of promotional seminars); Congoleum Corp. v.
DLW Aktiengesellschaft, 729 F.2d 1240, 1242-43 (9th Cir.
1984) (no general jurisdiction despite solicitation of orders,
promotion of products to potential customers through the mail
and through showroom displays, and attendance at trade
shows and sales meetings). AcademyOne’s single trip to a
trade show in San Diego is an isolated contact of just the type
held inadequate to sustain general jurisdiction in Helicop-
teros. See 466 U.S. at 416.
[5] AcademyOne’s relationships with three hundred Cali-
fornia registered users — from whom, Moldoff declares,
AcademyOne realizes no profit — and two paid subscribers
fall well short of the necessary substantial “volume” and
“economic impact.” Tuazon, 433 F.3d at 1172. See, e.g., Kee-
ton v. Hustler Magazine, Inc., 465 U.S. 770, 772, 779 & n.11
(1984) (no general jurisdiction despite circulation of 10,000-
10322 COLLEGESOURCE v. ACADEMYONE
15,000 copies of nonresident defendant’s magazine in forum
per month); Bancroft & Masters, 223 F.3d at 1086
(“[E]ngaging in commerce with residents of the forum state
is not in and of itself the kind of activity that approximates
physical presence within the state’s borders.”); Scott v. Bree-
land, 792 F.2d 925, 928 (9th Cir. 1986) (“systematic” sale of
records in California by popular country music band from
Tennessee insufficient to confer general jurisdiction).
Finally, as we explained in Mavrix Photo, the interactivity
of a non-resident defendant’s website typically “provides lim-
ited help in answering the distinct question whether the defen-
dant’s forum contacts are sufficiently substantial, continuous,
and systematic to justify general jurisdiction.” Mavrix Photo,
No. 09-56134, slip op. at 10346. Interactive websites “where
a user can exchange information with the host computer,”
Zippo Mfg. Co. v. Zippo Dot Com, Inc., 952 F. Supp. 1119,
1124 (W.D. Pa. 1997), are now extremely common. If the
maintenance of an interactive website were sufficient to sup-
port general jurisdiction in every forum in which users inter-
acted with the website, “the eventual demise of all restrictions
on the personal jurisdiction of state courts” would be the inev-
itable result. World-Wide Volkswagen Corp. v. Woodson, 444
U.S. 286, 294 (1980) (quoting Hanson v. Denckla, 357 U.S.
235, 251 (1958)). See also, e.g., uBID, Inc. v. GoDaddy
Group, Inc., 623 F.3d 421, 426 (7th Cir. 2010); Cossaboon v.
Maine Med. Ctr., 600 F.3d 25, 35-36 (1st Cir. 2010).
[6] In sum, AcademyOne’s California activities do not
“approximate physical presence” in California, so Academy-
One is not subject to general jurisdiction in California.
B. Specific Jurisdiction
CollegeSource argues in the alternative that AcademyOne
has sufficient “minimum contacts” with California arising out
of, or related to, its actions in misappropriating CollegeSour-
COLLEGESOURCE v. ACADEMYONE 10323
ce’s catalogs and course descriptions to justify the exercise of
specific jurisdiction. We agree.
We analyze specific jurisdiction under a three-prong test:
(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.
Schwarzenegger, 374 F.3d at 802 (quoting Lake, 817 F.2d at
1421). CollegeSource bears the burden of satisfying the first
two prongs. Sher v. Johnson, 911 F.2d 1357, 1361 (9th Cir.
1990). If CollegeSource does so, the burden then shifts to
AcademyOne to set forth a “compelling case” that the exer-
cise of jurisdiction would not be reasonable. Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 476-78 (1985).
We focus on CollegeSource’s misappropriation claim,
which most readily supports the exercise of specific jurisdic-
tion. We conclude that a California court may exercise spe-
cific personal jurisdiction over AcademyOne with respect to
the misappropriation claim. Under the doctrine of pendent
personal jurisdiction, the court may also exercise jurisdiction
over the balance of CollegeSource’s claims, which “arise[ ]
out of a common nucleus of operative facts” with the misap-
propriation claim. Action Embroidery Corp. v. Atl. Embroi-
dery, Inc., 368 F.3d 1174, 1180-81 (9th Cir. 2004).
1. Purposeful Direction
[7] The first prong of the specific jurisdiction test refers to
both purposeful availment and purposeful direction. We have
10324 COLLEGESOURCE v. ACADEMYONE
explained that in cases involving tortious conduct, we most
often employ a purposeful direction analysis. Schwarzeneg-
ger, 374 F.3d at 802. CollegeSource has alleged tortious mis-
appropriation of its catalogs and course descriptions, so
purposeful direction analysis is appropriate. See Love v. Asso-
ciated Newspapers, 611 F.3d 601, 608-09 (9th Cir. 2010)
(applying purposeful direction analysis in action involving
claims for violation of right to publicity based on misappro-
priation of plaintiff’s likeness); Sinatra v. Nat’l Enquirer,
Inc., 854 F.2d 1191, 1195 (9th Cir. 1988) (in action for misap-
propriation of plaintiff’s name, permitting “the exercise of
jurisdiction over a defendant whose only contact with the
forum is the purposeful direction of a foreign act having effect
in the forum state” (internal quotation marks, citation, and
emphasis omitted)).
“In tort cases, we typically inquire whether a defendant
‘purposefully direct[s] his activities’ at the forum state, apply-
ing an ‘effects’ test that focuses on the forum in which the
defendant’s actions were felt, whether or not the actions them-
selves occurred within the forum.” Yahoo! Inc. v. La Ligue
Contre le Racisme, 433 F.3d 1199, 1206 (9th Cir. 2006) (en
banc). The “effects” test, which derives from the Supreme
Court’s decision in Calder v. Jones, 465 U.S. 783 (1984),
requires that “the defendant allegedly must have (1) commit-
ted an intentional act, (2) expressly aimed at the forum state,
(3) causing harm that the defendant knows is likely to be suf-
fered in the forum state.” Brayton Purcell, 606 F.3d at 1128
(quoting Yahoo!, 433 F.3d at 1206).
As we explained in Mavrix Photo, No. 09-56134, slip op.
at 10349, we believe that the Supreme Court’s recent decision
in J. McIntyre Machinery, Ltd., v. Nicastro, 131 S. Ct. 2780
(2011), is consistent with the line of cases finding specific
jurisdiction when there has been purposeful direction. J.
McIntyre Machinery was a product liability case. The ques-
tion was whether suit could be brought in New Jersey state
court against a manufacturer headquartered in the United
COLLEGESOURCE v. ACADEMYONE 10325
Kingdom based on an injury caused by an allegedly defective
product made in the U.K. In performing a purposeful avail-
ment (rather than a purposeful direction) analysis, the plural-
ity wrote:
As a general rule, the exercise of judicial power is
not lawful unless the defendant “purposefully avails
itself of the privilege of conducting activities within
the forum State, thus invoking the benefits and pro-
tections of its laws.” Hanson v. Denckla, 357 U.S.
235, 253 (1958). There may be exceptions, say, for
instance, in cases involving an intentional tort. But
the general rule is applicable in this products-
liability case, and the so-called “stream-of-
commerce” doctrine cannot displace it.
J. McIntyre Mach., 131 S. Ct. at 2785 (plurality op. of Ken-
nedy, J.); see also id. at 2787 (distinguishing intentional tort
cases from cases governed by this “general rule”). We there-
fore address the three requirements of the Calder “effects”
test in turn.
[8] First, AcademyOne does not dispute that it committed
intentional acts by downloading CollegeSource’s catalogs,
republishing them on its own websites, and obtaining course
descriptions from those catalogs.
Second, we conclude that AcademyOne expressly aimed its
actions at the forum state. “[T]he ‘express aiming’ require-
ment . . . is satisfied when ‘the defendant is alleged to have
engaged in wrongful conduct targeted at a plaintiff whom the
defendant knows to be a resident of the forum state.’ ” Dole
Food Co. v. Watts, 303 F.3d 1104, 1111 (9th Cir. 2002) (quot-
ing Bancroft & Masters, 223 F.3d at 1087). More directly per-
tinent here, “we have held that the ‘expressly aimed’ prong of
the purposeful direction test can be met where a plaintiff
alleges that the defendant individually targeted him by misus-
ing his intellectual property on the defendant’s website for the
10326 COLLEGESOURCE v. ACADEMYONE
purpose of competing with the plaintiff in the forum.” Love,
611 F.3d at 609 n.4 (citing Brayton Purcell, 606 F.3d at 1129-
30). In Brayton Purcell, we found the express aiming prong
of the purposeful direction test satisfied where a nonresident
defendant law firm plagiarized copyrighted material from the
forum plaintiff law firm’s website and republished the mate-
rial. 606 F.3d at 1129-31. Because both firms practiced in the
relatively specialized field of elder abuse law, we concluded
that the nonresident defendant “knew of [the plaintiff’s] exis-
tence, targeted [the plaintiff’s] business, and entered direct
competition with [the plaintiff].” Id. at 1130.
AcademyOne argues that it did not expressly aim its con-
duct at California because employees of its Chinese contractor
rather than AcademyOne downloaded CollegeSource’s col-
lections of catalogs; because AcademyOne did not open the
catalogs and so did not encounter CollegeSource’s URL or
terms of use; and because AcademyOne did not know that
CollegeSource was based in California before receiving the
cease-and-desist letter.
[9] In the circumstances of this case, we attribute no juris-
dictional significance to the fact that employees of Academy-
One’s contractor performed the relevant work on
AcademyOne’s behalf. See Burger King, 471 U.S. at 479 n.22
(“[W]hen commercial activities are carried on in behalf of an
out-of-state party those activities may sometimes be ascribed
to the party, at least where he is a primary participant in the
enterprise and has acted purposefully in directing those activi-
ties.” (internal quotation marks and citations omitted)); Sher,
911 F.2d at 1362 (“For purposes of personal jurisdiction, the
actions of an agent are attributable to the principal.”).
AcademyOne hired the contractor and gave it specific instruc-
tions on how to collect course catalogs and descriptions from
schools’ websites.
Likewise, we do not accept AcademyOne’s contention that
it was unaware that it had downloaded CollegeSource’s cata-
COLLEGESOURCE v. ACADEMYONE 10327
logs and put them onto its own websites. AcademyOne’s
CEO, Moldoff, filed a declaration in the district court stating
that AcademyOne’s contractor’s employees downloaded the
.pdf files “without opening each individual files” so that “[n]o
copyright notice or ‘splash page’ was seen by the contractor
or any AcademyOne employee during the process.” But
Moldoff conceded that he did not personally supervise the
contractor’s work. Lin Zhou, AcademyOne’s senior manager
of development, testified in his deposition that the contractor
opened the .pdf files during the data collection process in
order to convert data in the catalogs into plain text usable in
AcademyOne’s databases. Because we are reviewing a dis-
missal for lack of personal jurisdiction, we resolve this factual
conflict in CollegeSource’s favor. See Doe v. Unocal Corp.,
248 F.3d 915, 922 (9th Cir. 2001).
AcademyOne’s assertion that it was unaware of College-
Source’s California place of business prior to its receipt of the
cease-and-desist letter is implausible, to say the least.
CollegeSource and AcademyOne were direct competitors in
a relatively small industry. Three AcademyOne employees
registered for trial memberships with CollegeSource in order
to evaluate their competitor’s product. AcademyOne’s vice
president for marketing, Johnson, telephoned and emailed a
CollegeSource sales representative in 2005, seeking to pur-
chase CollegeSource’s catalogs. AcademyOne’s executive
director for product strategy, Munkittrick, sent several emails
to CollegeSource’s CEO in 2005 and 2006 seeking to sched-
ule conference calls. CollegeSource’s CEO, Cooper, declared,
“Our California phone number and address is prominently
displayed on our website’s ‘Contacts’ page.” It is unclear how
AcademyOne employees would have learned to contact the
relevant officers at CollegeSource other than through the lat-
ter’s website or a reference that would have made College-
Source’s California location clear. It is difficult to believe that
a conference call could have been scheduled without consid-
eration of the time zones (and therefore the locations) of the
participants. It is also difficult to believe that AcademyOne,
10328 COLLEGESOURCE v. ACADEMYONE
a newcomer to the college transfer market, was unaware of
the location of its principal competitor, which it contacted
several times in order to propose a business relationship.
In any case, it is undisputed that AcademyOne maintained
the misappropriated catalogs on its websites for several
months before delivery of the cease-and-desist letter — and,
CollegeSource alleges, for several weeks thereafter — afford-
ing ample opportunity for AcademyOne’s employees to
encounter CollegeSource’s URL and terms of use, and so to
discover that the catalogs came from CollegeSource. We also
note that CollegeSource had earlier rebuffed AcademyOne’s
attempts to purchase this very material. AcademyOne’s asser-
tion that it was fortunate enough to obtain for free, uninten-
tionally and unknowingly, the material that it had once
unsuccessfully attempted to purchase strains credulity.
[10] Finally, we conclude that AcademyOne’s alleged mis-
appropriation of CollegeSource’s catalogs inflicted “harm that
the defendant knows is likely to be suffered in the forum
state.” Brayton Purcell, 606 F.3d at 1128 (quoting Yahoo!,
433 F.3d at 1206). CollegeSource has alleged economic loss
based on AcademyOne’s misappropriation of its catalogs and
harm to CollegeSource’s competitive edge in the market of
assisting California students and schools in the college trans-
fer process. We have repeatedly held that a corporation incurs
economic loss, for jurisdictional purposes, in the forum of its
principal place of business. See Dole Food, 303 F.3d at 1113-
14; Panavision, 141 F.3d at 1322 n.2; Core-Vent Corp. v.
Nobel Indus. AB, 11 F.3d 1482, 1487 (9th Cir. 1993). Further,
any harm to CollegeSource’s competitive advantage, such as
“decreased business and profits,” was felt in the forum of the
relevant market. Brayton Purcell, 606 F.3d at 1131.
2. Claim Arising out of, or Related to, Forum Activities
[11] CollegeSource’s misappropriation claim arises out of
the actions of AcademyOne and its contractor in downloading
COLLEGESOURCE v. ACADEMYONE 10329
and republishing CollegeSource’s catalogs. AcademyOne
contends that its alleged acts of misappropriation are not
“forum activities” because it did not know that it was down-
loading material that belonged to CollegeSource, or that
CollegeSource was located in California. As explained above,
we reject those contentions and therefore conclude that Col-
legeSource’s claims arise out of AcademyOne’s activities in
California.
3. Reasonableness
Because CollegeSource has made a prima facie case that
the assertion of specific jurisdiction over the defendant is con-
stitutional, Burger King, 471 U.S. at 480, the burden shifts to
AcademyOne to “present a compelling case” that the exercise
of jurisdiction would be unreasonable and therefore violate
due process. Id. at 477-78. In determining whether the exer-
cise of jurisdiction comports with “fair play and substantial
justice” and is therefore reasonable, we consider seven fac-
tors:
(1) the extent of the defendants’ purposeful injection
into the forum state’s affairs; (2) the burden on the
defendant of defending in the forum; (3) the extent
of the conflict with the sovereignty of the defen-
dant’s state; (4) the forum state’s interest in adjudi-
cating the dispute; (5) the most efficient judicial
resolution of the controversy; (6) the importance of
the forum to the plaintiff’s interest in convenient and
effective relief; and (7) the existence of an alterna-
tive forum.
Dole Food, 303 F.3d at 1114.
[12] AcademyOne addresses only the first, second, and
seventh of these factors. As to “purposeful injection” into Cal-
ifornia, AcademyOne reiterates its unsuccessful arguments
that it did not expressly aim any acts at California and did not
10330 COLLEGESOURCE v. ACADEMYONE
know that CollegeSource was a California resident. We have
already determined that AcademyOne purposefully directed
its actions at California. Actions directed at a forum resident
expected to cause harm in the forum constitute purposeful
injection. See, e.g., Panavision, 141 F.3d at 1323; Ziegler v.
Indian River Cnty., 64 F.3d 470, 475 (9th Cir. 1995). Acade-
myOne used California-specific AdWords and solicited Cali-
fornia business by phone, email, and in-person marketing. Its
websites include information on California schools and serve
registered users who identified themselves as California resi-
dents. All of these contacts indicate purposeful injection. See
Caruth v. Int’l Psychoanalytical Ass’n, 59 F.3d 126, 128 (9th
Cir. 1995) (purposeful injection demonstrated by “mail, faxes,
and telephone calls to California . . . , [defendant’s] newsletter
sent to California, [and] dues collected from California mem-
bers”).
As to the “burden” of litigating in California, AcademyOne
argues that it is “a small company based in suburban Philadel-
phia” whose “key employees and witnesses are in Pennsylva-
nia,” such that defending this action in California would be
“onerous.” The record provides no support for the claim that
AcademyOne is “small.” Further, while some important wit-
nesses, such as AcademyOne’s CEO, Moldoff, may reside in
Pennsylvania, others, such as the supervisor of Academy-
One’s Chinese contractor, do not. “[W]ith the advances in
transportation and telecommunications and the increasing
interstate practice of law, any burden [of litigation in a forum
other than one’s residence] is substantially less than in days
past.” Menken v. Emm, 503 F.3d 1050, 1060 (9th Cir. 2007)
(quoting CE Distrib., LLC v. New Sensor Corp., 380 F.3d
1107, 1112 (9th Cir. 2004)); see also, e.g., Dole Food, 303
F.3d at 1115; Panavision, 141 F.3d at 1323. Indeed,
AcademyOne’s counsel was able to participate in oral argu-
ment on appeal before this court via videoconference. This
factor favors AcademyOne, but only slightly.
As to the availability of a “suitable alternative forum,”
AcademyOne asserts that “[t]here is simply no reason that
COLLEGESOURCE v. ACADEMYONE 10331
CollegeSource cannot litigate its claims” in the Eastern Dis-
trict of Pennsylvania. “Whether another reasonable forum
exists becomes an issue only when the forum state is shown
to be unreasonable.” Bauman v. DaimlerChrysler Corp., No.
07-15386, 2011 U.S. App. LEXIS 10010, at *56 n.19 (9th
Cir. May 18, 2011) (quoting Sinatra, 854 F.2d at 1201). See
also Corp. Inv. Bus. Brokers v. Melcher, 824 F.2d 786, 791
(9th Cir. 1987) (same). AcademyOne has not made that show-
ing.
[13] After considering the Burger King factors, we con-
clude that AcademyOne has not shown that the exercise of
jurisdiction in this case would be unreasonable.
Conclusion
We conclude that AcademyOne is subject to specific per-
sonal jurisdiction, but not general personal jurisdiction, in
California with respect to CollegeSource’s misappropriation
claims. Under the doctrine of pendent personal jurisdiction,
AcademyOne is also subject to personal jurisdiction in Cali-
fornia with respect to the remainder of CollegeSource’s
claims. See, e.g., Action Embroidery, 368 F.3d at 1180-81.
We reverse the district court’s dismissal of CollegeSource’s
complaint and remand for further proceedings consistent with
this opinion.
REVERSED and REMANDED.