Bonab

I. BACKGROUND

Ginn and Bonab met as students at Stanford University in Palo Alto, California. In 2017, while they were still students, Ginn and Bonab formed a corporation called FGSpire, Inc., with the intention to design a software program for use by doctors of veterinary medicine. Ginn became president of FGSpire and Bonab was chief financial officer. Although FGSpire was incorporated in Delaware, its bylaws, in addition to a number of other corporate documents,1 designated its principal place of business as a UPS Store mail drop in Palo Alto, California. FGSpire operated in California, establishing an account with Silicon Valley Bank, and engaging the professional services of a San Francisco-based accountant. FGSpire also pursued California clients, entering into nondisclosure agreements with two companies based in California—National Veterinary Associates and the San Francisco SPCA—and entering a contract with Petco Animal Supplies Stores, Inc., also based in California. Certain of FGSpire’s corporate documents, such as its Founder Stock Purchase Agreements with Bonab and with Ginn, specified that the agreements would be governed by the laws of the State of California.…