1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 MOZAFAR MAGHSOUDNIA, et al., Case No. 25-cv-06526-NW
8 Plaintiffs, ORDER GRANTING MOTION TO 9 v. DISMISS
10 CITIBANK, N.A. (NATIONAL Re: ECF No. 15 ASSOCIATION), 11 Defendant.
12 13 On August 1, 2025, Plaintiffs Mozafar Maghsoudnia and Mags Global Capital LLC 14 (“Mags Capital”) sued Defendant Citibank, N.A. (“Citibank”) and twenty unnamed Defendants for 15 violation of California Commercial Code § 11207(b) and for declaratory relief. Compl., ECF No. 16 1. Plaintiffs allege that Citibank failed to properly handle wire transfers by permitting Plaintiffs to 17 transfer over $46,000,000 to fraudulent accounts. 18 Citibank now moves to dismiss Plaintiffs’ claims pursuant to Federal Rules of Civil 19 Procedure 12(b)(2) and 12(b)(6). Mot. to Dismiss, ECF No. 15. Plaintiffs opposed, and Citibank 20 filed a reply. ECF Nos. 24, 25. The Court GRANTS Defendant’s motion to dismiss for lack of 21 personal jurisdiction.1 22 I. BACKGROUND2 23 Maghsoudnia is the manager of Mags Capital, a California limited liability company with 24 its principal place of business in Santa Clara County, California. Citibank is a national bank and 25 1 Having considered the parties’ briefs and the relevant legal authority, the Court concluded oral 26 argument was not required, see N.D. Cal. Civ. L.R. 7-1(b). 27 2 Unless otherwise indicated, the factual background is drawn from Plaintiffs’ complaint. See 1 has its main office in Sioux Falls, South Dakota. 2 “In December 2024, Mr. Maghsoudnia’s family trust entered into an agreement to purchase 3 real property in Newport Coast, California for $46,345,284.50,” and selected an escrow company 4 called Granite Escrow to assist with the transaction. Compl. ¶ 30. On December 10, 2024, an 5 unknown individual began communicating with Maghsoudnia using an email address that was 6 similar to the one used by Granite Escrow representatives: instead of “graniteescrow.com,” they 7 used the domain “@granitesescrows.com.” Soon after, the “fraudster” instructed Maghsoudnia to 8 make three wire transfers, amounting to the purchase price of the property, to a Citibank account 9 held by “Transpo Express.” Maghsoudnia made one wire transfer from an account held by Mags 10 Capital and two from his personal account. When Maghsoudnia filled out the wire transfer forms, 11 he listed “‘Granite Escrow Settlement Services’ as the intended beneficiary and provided the street 12 address for Granite Escrow in Newport Beach, California,” however, the account number he had 13 been provided “actually corresponded to Transpo Express.” Id. ¶ 37. 14 Plaintiffs allege that Citibank should have caught the “obvious mismatch” between the 15 Granite Escrow name and the incorrect account number. Id. Plaintiffs contend that Citibank’s 16 fraud detection systems “detected the mismatches between the intended beneficiary (Granite 17 Escrow) and the name of the accountholder (Transpo Express) on the payment orders for the wires 18 . . . and elevated these transactions for human review, including human review of the mismatch,” 19 but “nonetheless failed to halt these orders in a timely fashion.” Id. ¶ 49. Plaintiffs argue that 20 Citibank caused their monetary loss by permitting these wire transfers. 21 II. DISCUSSION 22 Citibank primarily moves to dismiss Plaintiffs’ complaint for lack of personal jurisdiction.3 23 Citibank argues that (a) Plaintiffs have failed to establish general personal jurisdiction over 24 Citibank, and (b) Plaintiffs have not contested that the Court lacks specific personal jurisdiction 25 over Citibank. 26 3 Along with their reply in support of their motion to dismiss, Citibank asks the Court to take 27 judicial notice of three state court cases and their contents. Request for Judicial Notice, ECF No. 1 There are two recognized bases for a district court to exercise personal jurisdiction over a 2 nonresident defendant: (1) “general jurisdiction,” which arises where defendant’s activities in the 3 forum are sufficiently “substantial” or “continuous and systematic” to justify the exercise of 4 jurisdiction over him in all matters; and (2) “specific jurisdiction,” which arises when a 5 defendant’s specific contacts with the forum give rise to the claim in question. Helicopteros 6 Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16 (1984). The plaintiff bears the 7 burden of establishing personal jurisdiction under either base. See Mavrix Photo, Inc. v. Brand 8 Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). Where a district court decides a motion to 9 dismiss for lack of personal jurisdiction without an evidentiary hearing, “the plaintiff need only 10 make a prima facie showing of the jurisdictional facts.” Boschetto v. Hansing, 539 F.3d 1011, 11 1015 (9th Cir. 2008). Courts must take as true any uncontroverted allegations in the complaint, 12 and resolve any factual dispute contained in affidavits and declarations in the plaintiff’s favor. Id. 13 Here, the record does not support a finding of general jurisdiction. Plaintiff does not 14 dispute that Citibank is a national banking institution which has its main office in South Dakota. 15 See Compl. ¶ 7. Citibank designates its main office in Sioux Falls, South Dakota in its articles of 16 incorporation. Id. “[A] national bank is ‘located’ only in the state designated as its main office.” 17 Rouse v. Wachovia Mortg., FSB, 747 F.3d 707, 708 (9th Cir. 2014). Therefore, Citibank is at 18 “home” for general jurisdiction purposes in South Dakota and not in California. 19 Plaintiffs argue that Citibank is “essentially at home” in California because Citibank has a 20 substantial number of, and high percentage of, its retail branches in California. Opp’n at 5. 21 However, the Supreme Court has rejected such an argument, holding that “general jurisdiction 22 does not lie merely because a defendant ‘engages in a substantial, continuous, and systematic 23 course of business’ in the forum.” Haring v. Wells Fargo Bank N.A., No. C 18-3310 SBA, 2018 24 WL 10471109, at *4 (N.D. Cal. Oct. 17, 2018) (quoting Daimler AG v. Bauman, 571 U.S. 117, 25 138 (2014)); see also Zidell v. E. W. Bank, No. 3:24-CV-2340-D, 2025 WL 919385, at *3 (N.D. 26 Tex. Mar. 26, 2025) (because Citi is headquartered in South Dakota, and its main office is in New 27 York, “Citibank is ‘at home’ and subject to general personal jurisdiction in New York and South 1 Turning to specific jurisdiction, Plaintiffs do not allege sufficient facts to support a finding 2 of specific personal jurisdiction in the complaint. Nor do Plaintiffs oppose Citibank’s contention 3 in the motion to dismiss that specific jurisdiction is lacking. Instead, Plaintiffs simply ask the 4 Court for jurisdictional discovery to establish specific jurisdiction. Opp’n at 8. Plaintiffs state in 5 their opposition that they “agree that in order for California to have specific jurisdiction over 6 Citibank, the Court must find that” Citibank purposefully directed its activities or availed itself of 7 California. Id. The most Plaintiffs provide is their theory that “[a]lthough not specifically alleged 8 in the initial Complaint, Plaintiffs believe that Citibank performs the fraud monitoring activities 9 that form the basis for its Section 207 Claim from a location in California.” Id. This is not a 10 sufficient basis to permit jurisdictional discovery.
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1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 MOZAFAR MAGHSOUDNIA, et al., Case No. 25-cv-06526-NW
8 Plaintiffs, ORDER GRANTING MOTION TO 9 v. DISMISS
10 CITIBANK, N.A. (NATIONAL Re: ECF No. 15 ASSOCIATION), 11 Defendant.
12 13 On August 1, 2025, Plaintiffs Mozafar Maghsoudnia and Mags Global Capital LLC 14 (“Mags Capital”) sued Defendant Citibank, N.A. (“Citibank”) and twenty unnamed Defendants for 15 violation of California Commercial Code § 11207(b) and for declaratory relief. Compl., ECF No. 16 1. Plaintiffs allege that Citibank failed to properly handle wire transfers by permitting Plaintiffs to 17 transfer over $46,000,000 to fraudulent accounts. 18 Citibank now moves to dismiss Plaintiffs’ claims pursuant to Federal Rules of Civil 19 Procedure 12(b)(2) and 12(b)(6). Mot. to Dismiss, ECF No. 15. Plaintiffs opposed, and Citibank 20 filed a reply. ECF Nos. 24, 25. The Court GRANTS Defendant’s motion to dismiss for lack of 21 personal jurisdiction.1 22 I. BACKGROUND2 23 Maghsoudnia is the manager of Mags Capital, a California limited liability company with 24 its principal place of business in Santa Clara County, California. Citibank is a national bank and 25 1 Having considered the parties’ briefs and the relevant legal authority, the Court concluded oral 26 argument was not required, see N.D. Cal. Civ. L.R. 7-1(b). 27 2 Unless otherwise indicated, the factual background is drawn from Plaintiffs’ complaint. See 1 has its main office in Sioux Falls, South Dakota. 2 “In December 2024, Mr. Maghsoudnia’s family trust entered into an agreement to purchase 3 real property in Newport Coast, California for $46,345,284.50,” and selected an escrow company 4 called Granite Escrow to assist with the transaction. Compl. ¶ 30. On December 10, 2024, an 5 unknown individual began communicating with Maghsoudnia using an email address that was 6 similar to the one used by Granite Escrow representatives: instead of “graniteescrow.com,” they 7 used the domain “@granitesescrows.com.” Soon after, the “fraudster” instructed Maghsoudnia to 8 make three wire transfers, amounting to the purchase price of the property, to a Citibank account 9 held by “Transpo Express.” Maghsoudnia made one wire transfer from an account held by Mags 10 Capital and two from his personal account. When Maghsoudnia filled out the wire transfer forms, 11 he listed “‘Granite Escrow Settlement Services’ as the intended beneficiary and provided the street 12 address for Granite Escrow in Newport Beach, California,” however, the account number he had 13 been provided “actually corresponded to Transpo Express.” Id. ¶ 37. 14 Plaintiffs allege that Citibank should have caught the “obvious mismatch” between the 15 Granite Escrow name and the incorrect account number. Id. Plaintiffs contend that Citibank’s 16 fraud detection systems “detected the mismatches between the intended beneficiary (Granite 17 Escrow) and the name of the accountholder (Transpo Express) on the payment orders for the wires 18 . . . and elevated these transactions for human review, including human review of the mismatch,” 19 but “nonetheless failed to halt these orders in a timely fashion.” Id. ¶ 49. Plaintiffs argue that 20 Citibank caused their monetary loss by permitting these wire transfers. 21 II. DISCUSSION 22 Citibank primarily moves to dismiss Plaintiffs’ complaint for lack of personal jurisdiction.3 23 Citibank argues that (a) Plaintiffs have failed to establish general personal jurisdiction over 24 Citibank, and (b) Plaintiffs have not contested that the Court lacks specific personal jurisdiction 25 over Citibank. 26 3 Along with their reply in support of their motion to dismiss, Citibank asks the Court to take 27 judicial notice of three state court cases and their contents. Request for Judicial Notice, ECF No. 1 There are two recognized bases for a district court to exercise personal jurisdiction over a 2 nonresident defendant: (1) “general jurisdiction,” which arises where defendant’s activities in the 3 forum are sufficiently “substantial” or “continuous and systematic” to justify the exercise of 4 jurisdiction over him in all matters; and (2) “specific jurisdiction,” which arises when a 5 defendant’s specific contacts with the forum give rise to the claim in question. Helicopteros 6 Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414-16 (1984). The plaintiff bears the 7 burden of establishing personal jurisdiction under either base. See Mavrix Photo, Inc. v. Brand 8 Techs., Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). Where a district court decides a motion to 9 dismiss for lack of personal jurisdiction without an evidentiary hearing, “the plaintiff need only 10 make a prima facie showing of the jurisdictional facts.” Boschetto v. Hansing, 539 F.3d 1011, 11 1015 (9th Cir. 2008). Courts must take as true any uncontroverted allegations in the complaint, 12 and resolve any factual dispute contained in affidavits and declarations in the plaintiff’s favor. Id. 13 Here, the record does not support a finding of general jurisdiction. Plaintiff does not 14 dispute that Citibank is a national banking institution which has its main office in South Dakota. 15 See Compl. ¶ 7. Citibank designates its main office in Sioux Falls, South Dakota in its articles of 16 incorporation. Id. “[A] national bank is ‘located’ only in the state designated as its main office.” 17 Rouse v. Wachovia Mortg., FSB, 747 F.3d 707, 708 (9th Cir. 2014). Therefore, Citibank is at 18 “home” for general jurisdiction purposes in South Dakota and not in California. 19 Plaintiffs argue that Citibank is “essentially at home” in California because Citibank has a 20 substantial number of, and high percentage of, its retail branches in California. Opp’n at 5. 21 However, the Supreme Court has rejected such an argument, holding that “general jurisdiction 22 does not lie merely because a defendant ‘engages in a substantial, continuous, and systematic 23 course of business’ in the forum.” Haring v. Wells Fargo Bank N.A., No. C 18-3310 SBA, 2018 24 WL 10471109, at *4 (N.D. Cal. Oct. 17, 2018) (quoting Daimler AG v. Bauman, 571 U.S. 117, 25 138 (2014)); see also Zidell v. E. W. Bank, No. 3:24-CV-2340-D, 2025 WL 919385, at *3 (N.D. 26 Tex. Mar. 26, 2025) (because Citi is headquartered in South Dakota, and its main office is in New 27 York, “Citibank is ‘at home’ and subject to general personal jurisdiction in New York and South 1 Turning to specific jurisdiction, Plaintiffs do not allege sufficient facts to support a finding 2 of specific personal jurisdiction in the complaint. Nor do Plaintiffs oppose Citibank’s contention 3 in the motion to dismiss that specific jurisdiction is lacking. Instead, Plaintiffs simply ask the 4 Court for jurisdictional discovery to establish specific jurisdiction. Opp’n at 8. Plaintiffs state in 5 their opposition that they “agree that in order for California to have specific jurisdiction over 6 Citibank, the Court must find that” Citibank purposefully directed its activities or availed itself of 7 California. Id. The most Plaintiffs provide is their theory that “[a]lthough not specifically alleged 8 in the initial Complaint, Plaintiffs believe that Citibank performs the fraud monitoring activities 9 that form the basis for its Section 207 Claim from a location in California.” Id. This is not a 10 sufficient basis to permit jurisdictional discovery. Plaintiffs have alleged no facts in their 11 complaint to support that Plaintiffs’ claims “arise[] out of or relates to [Citibank’s] forum-related 12 activities” other than that Plaintiffs happen to be located in California. Schwarzenegger v. Fred 13 Martin Motor Co., 374 F.3d 797, 802 (9th Cir. 2004); Terracom v. Valley Nat’l Bank, 49 F.3d 14 555, 561 (9th Cir. 1995) (a plaintiff must show that they would not have been injured “but for” the 15 defendant’s forum-related contacts). Plaintiffs have not alleged, for example, that they went to a 16 Citibank branch in California, spoke to a Citibank representative in California, that Citibank has 17 wire transfer support in California, or any other fact that connects Citibank’s forum activities to 18 Plaintiffs’ claims. Plaintiffs have not met their burden to establish specific or general personal 19 jurisdiction. 20 The Court exercises its discretion and denies Plaintiffs’ request for jurisdictional discovery 21 to establish specific personal jurisdiction. Wells Fargo & Co. v. Wells Fargo Exp. Co., 556 F.2d 22 406, 430 (9th Cir. 1977) (jurisdictional discovery “should be granted where pertinent facts bearing 23 on the question of jurisdiction are controverted . . . or where a more satisfactory showing of the 24 facts is necessary.”) (citation omitted). Plaintiffs have not alleged any facts to support specific 25 personal jurisdiction, accordingly, jurisdictional discovery is unlikely to aid in addressing disputes 26 of fact or bolstering the already alleged facts. 27 III. CONCLUSION 1 || jurisdiction and that jurisdictional discovery is not warranted.* Accordingly, the Court GRANTS 2 || Citibank’s motion to dismiss. The Clerk of the Court shall close the case and terminate all 3 || pending deadlines. 4 IT IS SO ORDERED. 5 || Dated: January 22, 2026
Noél Wise 7 United States District Judge 8 9 10 1] as 12
13 «14
Oo Z 18 19 20 21 22 23 24 25 26 27 28 ‘Tn light of the Court’s determination that personal jurisdiction is lacking, the Court need not address Citibank’s argument that the pleadings fail to state a claim under Rule 12(b)(6).