Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 1 of 27 Page ID #:3763

1 O 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 FOR THE CENTRAL DISTRICT OF CALIFORNIA 10 11 ALTERNATE HEALTH USA INC.; Case No. 8:17-cv-01887-JWH-JDEx ALTERNATE HEALTH CORP.; and 12 ALTERNATE HEALTH, INC.,

MEMORANDUM OPINION AND

13 Plaintiffs, ORDER ON MOTION OF

COUNTERDEFENDANT

14 v. COMPUTERSHARE INVESTOR

SERVICES INC. TO DISMISS

15 PAUL EDALAT; SEVERED CLAIMS FOR FORUM

OLIVIA KARPINSKI; NON CONVENIENS AND IN THE

16 FARAH BARGHI; INTEREST OF INTERNATIONAL EFT GLOBAL HOLDINGS, INC. COMITY [ECF No. 208] AND 17 D/B/A SENTAR MOTION OF ALL OTHER PHARMACEUTICALS; and PARTIES TO DISMISS THEIR 18 APS HEALTH SCIENCES, INC., CLAIMS AGAINST EACH OTHER [ECF No. 191] 19 Defendants.

20 PAUL EDALAT; EFT GLOBAL HOLDINGS, INC. dba 21 SENTAR PHARMACEUTICALS; FARAH BARGHI; and OLIVIA 22 KARPINSKI, on behalf of themselves and derivatively on 23 behalf of ALTERNATE HEALTH USA INC. and ALTERNATE 24 HEALTH CORP.,

25 Counterclaimants,

26 v.

27 ALTERNATE HEALTH USA INC.,

ALTERNATE HEALTH CORP.,

28 ALTERNATE HEALTH, INC., Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 2 of 27 Page ID #:3764

1 HOWARD MANN, MICHAEL L. MURPHY, M.D., and 2 COMPUTERSHARE INVESTOR

SERVICES, INC.,

3 Counterdefendants. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 3 of 27 Page ID #:3765

1 This case boasts a voluminous and intricate procedural history. But it 2 nearly resolved itself neatly on the eve of trial when most of the parties jointly 3 moved to dismiss all claims between them pursuant to Rule 41(a)(2) of the 4 Federal Rules of Civil Procedure.1 5 However, a slight wrinkle emerged. That settlement and proposed 6 dismissal left out Counterdefendant Computershare Investor Services Inc. 7 (“Computershare”) and two of nine counterclaims that the Edalat 8 Counterclaimants asserted against Computershare under Canadian law.2 9 Accordingly, the Court severed those two counterclaims from the rest of the 10 case and permitted a limited amount of discovery.3 11 Computershare now moves to dismiss those Canadian-law counterclaims 12 on the grounds of forum non conveniens and the principles of international 13 comity.4 The Computershare Motion presents the question of whether this 14 Court is a proper forum for Computershare and the Edalat Counterclaimants to 15 adjudicate those claims. The Edalat Counterclaimants urge this Court to keep 16 those claims; Computershare argues that this Court should not. After 17 considering the papers filed in support and in opposition,5 both Motions before 18 the Court are GRANTED, as explained herein. 19

20 1 See generally Joint Mot. to Dismiss (the “Joint Motion”) [ECF No. 191]. The moving parties are Plaintiffs and Counterdefendants Alternate Health USA, 21 Inc.; Alternate Health Corp.; and Alternate Health, Inc. and Counterdefendants Howard Mann and Michael Murphy (collectively, the “Alternate Health 22 Parties”), on the one hand, and Defendants and Counterclaimants Paul Edalat; EFT Global Holdings Inc. d/b/a Sentar Pharmaceuticals (“Sentar”); Olivia 23 Karpinski; Farah Barghi; (collectively, the “Edalat Counterclaimants”) and Defendant APS Health Sciences, Inc. (“APS”) (collectively with the Edalat 24 Counterclaimants, the “Edalat Parties”), on the other hand. 2 See Fourth Am. Counterclaim (“FACC”) [ECF No. 97] ¶¶ 83-95. 25 3 Order on Joint Motion (“Order on Joint Motion”) [ECF No. 207] 3. 26 4 See generally Counterdef.’s Mot. to Dismiss Severed Claims for Forum non Conveniens and Interests of International Comity (the “Computershare 27 Motion”) [ECF No. 208]. 28 5 The Court considered the following papers: (1) the FACC; (2) the Joint Motion to Dismiss (including its attachments); (3) Opp’n to the Joint Motion -3- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 4 of 27 Page ID #:3766

1 I. BACKGROUND 2 A. Factual Summary 3 This lawsuit centers around the issuance of—and the inability to sell— 4 restricted shares of stock in Canadian cannabidiol company Alternate Health 5 Corporation. The dispute initially pit Edalat against Alternate Health 6 Corporation and its American subsidiary—Alternate Health USA, Inc. (jointly, 7 “Alternate Health”),6 but it grew to involve several more parties and 8 counterclaims. 9 Prior to the commencement of this lawsuit, Edalat and Alternate Health 10 executed several written agreements involving the business of cannabis-derived 11 nutraceuticals.7 One of those agreements was a consulting arrangement in which 12 Edalat agreed to provide consulting services to Alternate Health in exchange for 13 shares of its stock.8 Another was a licensing agreement that included patent 14 applications from Sentar.9 Alternate Health leveraged the licensing agreement, 15 in part, to raise funds from investors.10 Sentar was to receive shares of Alternate 16 Health Corporation stock in exchange for entering into that license.11 At that 17 18 19

20 (the “ Joint Motion Opposition”) [ECF No. 193]; (4) Reply to the Joint Motion Opposition (the “Joint Motion Reply”) [ECF No. 197]; (5) the Computershare 21 Motion (including its attachments); (6) Opp’n to Untimely Mot. to Dismiss on Forum Non Conveniens Grounds (the “Computershare Motion Opposition”) 22 [ECF No. 211]; and (7) Reply Mem. of Counterdef. in Supp. of the Computershare Motion (the “Computershare Motion Reply”) [ECF No. 213]. 23 6 See generally Compl. (the “Complaint”) [ECF No. 1]. 24 7 Separate Statement of Uncontroverted Facts (“SSUF”) [ECF No. 116-1] ¶¶ 6 & 7. The parties are already deeply familiar with the facts of this case, so 25 the Court recites the background only as needed. 26 8 Id. at ¶ 8. 9 Id. at ¶¶ 14 & 15. 27 10 Id. at ¶¶ 34-37. 28 11 Id. at ¶ 29. -4- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 5 of 27 Page ID #:3767

1 time, Alternate Health Corporation’s stock was publicly traded on the Canadian 2 Securities Exchange and through over-the-counter (OTC) markets.12 3 Pursuant to those two agreements, Alternate Health issued share 4 certificates to the Edalat Parties in March 2017.13 Importantly, those certificates 5 were restricted, and they bore a legend preventing their public sale before July 3, 6 2017, but the Edalat Parties understood that that restriction would eventually be 7 removed.14 8 In the summer of 2017, Alternate Health Corporation stock was trading 9 around US $2 per share, which—if the stock was sold at that price—would have 10 generated around $6 million in proceeds for the Edalat Parties.15 11 Unsurprisingly, the Edalat Parties requested the removal of the restrictive 12 legends, but Alternate Health refused.16 Edalat insists that its broker, non-party 13 Canaccord Genuity Wealth Management (USA) Inc., delivered all of the 14 required documentation for Alternate Health and Computershare to lift the 15 restriction, but to no avail.17 At the time, Computershare, a Canadian 16 corporation, was serving as Alternate Health Corporation’s appointed transfer 17 agent and registrar for its common shares.18 18 In September 2017, Computershare notified Edalat that it would not 19 remove the restrictive legends from the certificates representing his shares in 20 Alternate Health Corporation.19 The Alternate Health Parties allegedly refused 21 to authorize Computershare to remove the legends because they believed that 22

23 12 FACC ¶ 4. 13 SSUF ¶¶ 60 & 61. 24 14 Id. at ¶ 62; see also FACC ¶¶ 37 & 38. 25 15 FACC ¶ 46. 26 16 SSUF ¶¶ 63-65. 17 FACC ¶ 45. 27 18 Id. at ¶ 8. 28 19 Id. at ¶ 47. -5- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 6 of 27 Page ID #:3768

1 Edalat had defrauded them in order to receive shares of Alternate Health 2 Corporation stock; namely, by overstating his expertise and by making other 3 material omissions and misrepresentations.20 The Edalat Counterclaimants 4 contend that Alternate Health refused permission to remove the legends— 5 thereby preventing their sale of the stock—simply as an unlawful means to shore 6 up the stock price of Alternate Health Corporation. 7 The Edalat Counterclaimants note that a higher stock price would serve 8 the financial interests of the Alternate Health Parties, including Mann and 9 Murphy.21 Mann was Alternate Health’s CEO and its representative in all of its 10 communications and dealings with Edalat, Barghi, and Karpinski.22 Murphy was 11 a board member of Alternate Health,23 presumably as a result of Alternate 12 Health’s acquisition in March of 2017 of a 20% stake in non-party Clover Trail 13 Capital LLC—a company that Murphy allegedly controlled.24 14 The Edalat Counterclaimants maintain that their inability to sell their 15 shares of Alternate Health Corporation stock caused them to suffer millions of 16 dollars of losses.25 For reasons not discussed by the parties, the share price of 17 Alternate Health Corporation began to drop precipitously in the first two 18 quarters of 2018. As of February 2022, shares of Alternate Health Corporation 19 were trading at one one-hundredth of a penny per share in OTC markets— 20 essentially nil.26 21

22 20 Complaint ¶¶ 3-8. 21 FACC ¶ 48. 23 22 Countercl. of Paul Edalat (the “Counterclaim”) [ECF No. 14] ¶ 12; Decl. 24 of Howard Mann in Supp. of Pl.’s Opp’n to Defs.’ Mot. for Summ. J. [ECF No. 121-1] ¶ 4. 25 23 Counterclaim ¶ 6. 26 24 FACC ¶ 40. 25 Id. at ¶ 50. 27 26 See YAHOO!FINANCE, https://finance.yahoo.com/quote/AHGIF (last 28 visited February 9, 2022). The Court may take judicial notice of public stock prices sua sponte. See Fed. R. Evid. 201(c)(1); see also Grimes v. Navigant -6- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 7 of 27 Page ID #:3769

1 B. Procedural History 2 Alternate Health commenced this action in October 2017, initially naming 3 only Edalat as a defendant and asserting claims including fraudulent inducement 4 and rescission of the consulting agreement.27 Alternate Health alleged that 5 Edalat made several misrepresentations regarding Edalat and Sentar’s capability 6 to manufacture dissolvable pills.28 Alternate Health also alleged that Edalat 7 intentionally failed to disclose that the Food and Drug Administration had 8 accused him of manufacturing adulterated dietary supplements.29 9 About a month later, Edalat counterclaimed against Alternate Health, 10 Mann, and Murphy for (1) fraud in the inducement; (2) fraudulent 11 misrepresentation; (3) negligent misrepresentation; (4) breach of contract; and 12 (5) request for declaratory relief.30 13 The parties then engaged in several rounds of amendments of their 14 respective pleadings. In December 2017, Alternate Health USA Inc. and 15 Alternate Health Corporation filed their First Amended Complaint.31 Edalat 16 answered and refiled his counterclaim in January 2018.32 A month later, Edalat 17 amended his counterclaim,33 naming Computershare as a Counterdefendant for 18 the first time.34 19 20 Consulting, Inc., 185 F. Supp. 2d 906, 913 (N.D. Ill. 2002) (holding that public 21 stock prices fall into the category of facts that can be judicially noticed under Rule 201(b)(2)). 22 27 See generally Complaint. 23 28 Id. at ¶¶ 3-8. 24 29 Id. 30 See generally Counterclaim. 25 31 First Am. Compl. (“FAC”) [ECF No. 21]. 26 32 Answer of Def. Paul Edalat to Pls.’ FAC and Countercl. of Paul Edalat [ECF No. 26]. 27 33 See generally Second Am. Countercl. of Paul Edalat [ECF No. 30]. 28 34 Id. at ¶¶ 7, 13, & 32-35. -7- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 8 of 27 Page ID #:3770

1 In June 2018, Edalat voluntarily dismissed his counterclaim against 2 Murphy without prejudice35 and stipulated to withdraw his fifth counterclaim 3 against Computershare.36 4 Six months later, the parties again decided to amend their pleadings.37 In 5 December 2018, Alternate Health USA Inc.; Alternate Health Corporation; and 6 Alternate Health, Inc. filed their Second Amended Complaint, which is the 7 Alternate Health Parties’ operative complaint.38 In that pleading, the Alternate 8 Health Parties added Karpinski, Barghi, Sentar, and APS as defendants.39 9 Joined by Sentar, two days later Edalat also revised his pleading. Edalat and 10 Sentar filed the third and penultimate amended counterclaim, in which they 11 reasserted their claims against Computershare.40 12 Eleven months later, after the parties took some discovery, Edalat and 13 Sentar—now joined by Karpinski and Barghi (forming the Edalat 14 Counterclaimants)—amended their counterclaim.41 The Fourth Amended 15 Counterclaim serves as their operative pleading. 16 Over the next two years, the parties repeatedly stipulated to continue the 17 case schedule. Finally, in January 2021,42 the Court denied the parties’ fifth 18 request for a continuance,43 and the Edalat Parties moved for summary 19

20 35 See Notice of Dismissal Pursuant to Fed. R. Civ. P. 41(a) or (c) [ECF No. 58]. 21 36 See Order Dismissing Without Prejudice Counterclaimant’s Fifth Cause 22 of Action Against Counterdefendant Computershare in Second Am. Countercl. [ECF No. 62] 1. 23 37 See, e.g., Stip. to File Am. Pleadings [ECF No. 70]. 24 38 Second Am. Compl. (“SAC”) [ECF No. 72]. 39 Id. at ¶¶ 13-18. 25 40 See Third Am. Countercl. of Paul Edalat and EFT Global Holdings [ECF 26 No. 82] ¶¶ 83-95. 41 See generally FACC. 27 42 Hereinafter, all dates are in 2021 unless otherwise noted. 28 43 Denied Order as to Trial Date and Pretrial Deadlines [ECF No. 113]. -8- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 9 of 27 Page ID #:3771

1 judgment on the last possible day.44 The Court conducted a hearing on that 2 motion in March and denied it two months later.45 3 In June the Court reset the case schedule, and the parties began to prepare 4 for trial in earnest. Over the summer, the parties filed their lists of witness and 5 trial exhibits, and the Court heard and ruled on a number of motions in limine.46 6 In September the Alternate Health Parties and the Edalat Parties filed 7 their Initial Joint Motion to dismiss their claims against each other,47 and they 8 set it for hearing as the same day as the final pretrial conference. 9 Computershare opposed the Initial Joint Motion on the grounds that it was not 10 properly noticed and that neither the Alternate Health Parties nor the Edalat 11 Parties met and conferred with Computershare as required by L.R. 7-3.48 As a 12 result, the Court denied the Initial Joint Motion without prejudice, vacated the 13 pretrial conference, and set a deadline for the Alternate Health Parties and the 14 Edalat Parties to file the Joint Motion.49 15 The Alternate Health Parties and the Edalat Parties dutifully filed their 16 Joint Motion in October,50 and it is fully briefed.51 The Court conducted a 17 18 44 See Mot. for Summ. J. or Partial Summ. J. Against Pls.’ Operative Compl. 19 (the “Motion for Summary Judgment”) [ECF No. 116]. This motion was filed on behalf of the Edalat Parties, since all Defendants moved for summary 20 judgment regarding the claims in the Alternate Health Parties’ Second Amended Complaint. 21 45 Order on the Motion for Summary Judgment [ECF No. 135] 4 & 23. Even though the Motion for Summary Judgment was ultimately denied, the 22 Court was impressed by the quality of Edalat’s counsel’s briefs in view of the tight timeline. The Court wishes to acknowledge those herculean efforts. 23 46 See Order on Motions in Limine [ECF No. 179]. 24 47 See Joint Mot. to Dismiss as to Claims Against Each Other (the “Initial Joint Motion”) [ECF No. 183]. 25 48 Counterdef.’s Objection and Opp’n to Pls.’/Counterdef.’s and 26 Defs.’/Counterclaimants’ Joint Mot. to Dismiss [ECF No. 186] 1:18-2:12. 49 Min. Order of Video Hr’g Regarding Status Conference [ECF No. 187]. 27 50 See generally Joint Motion. 28 51 See generally Joint Motion Opposition; Joint Motion Reply. -9- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 10 of 27 Page ID #:3772

1 hearing on the Joint Motion in November, at which it ordered the parties to 2 participate in a settlement conference with Magistrate Judge Kewalramani.52 3 Magistrate Judge Kewalramani set the settlement conference for December,53 4 but Edalat’s counsel did not comply with the Settlement Conference Order. 5 Magistrate Judge Kewalramani then converted the settlement conference to an 6 Order to Show Cause hearing.54 At that hearing, Magistrate Judge Kewalramani 7 concluded that “a settlement Conference would be ineffective at this time.”55 8 Later in December, this Court continued the hearing on the Joint Motion 9 to Dismiss and severed the Edalat Counterclaimants’ fourth and fifth 10 counterclaims against Computershare from the claims between the Alternate 11 Health Parties and the Edalat Parties.56 The Court also granted leave for 12 Computershare to take the deposition of Mann, Murphy, and Edalat; for the 13 parties to designate expert witnesses, including damages experts; and for the 14 parties to file dispositive motions.57 15 A month later, in January 2022, Computershare filed the Computershare 16 Motion, through which it seeks the dismissal of the Edalat Counterclaimants’ 17 fourth and fifth counterclaims for forum non conveniens and under the principles 18 of international comity.58 The Computershare Motion is fully briefed.59 19 20 21 22 52 Min. Order Regarding the Joint Motion [ECF No. 198]. 23 53 Settlement Conference Order [ECF No. 200]. 24 54 See Order to Show Cause [ECF No. 203]. 55 Minutes of Settlement Conference [ECF No. 206]. 25 56 Order on Joint Motion 3. 26 57 Id. at 4. 27 58 See generally Computershare Motion. 59 See generally Computershare Motion Opposition; Computershare Motion 28 Reply. -10- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 11 of 27 Page ID #:3773

1 II. LEGAL STANDARD 2 A. Forum Non Conveniens 3 Federal courts may, in their discretion, dismiss a case on the grounds of 4 forum non conveniens even when jurisdiction and proper venue are established. 5 See Am. Dredging Co. v. Miller, 510 U.S. 443, 448 (1994). Dismissal is 6 appropriate only if the defendant establishes “(1) the existence of an adequate 7 alternative forum, and (2) that the balance of private and public interest factors 8 favors dismissal.” Ayco Farms, Inc. v. Ochoa, 862 F.3d 945, 948 (9th Cir. 2017). 9 With regard to the first requirement, an alternative forum is deemed adequate 10 when the defendant is “amenable to process” there and the other jurisdiction 11 offers a satisfactory remedy. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 254 n.22 12 (1981). 13 With regard to the second requirement—the balancing of private and 14 public factors—there is “ordinarily a strong presumption in favor of the 15 plaintiff’s choice of forum, which may be overcome only when the private and 16 public interest factors clearly point towards trial in the alternative forum.” Piper 17 Aircraft Co., 454 U.S. at 255. That presumption “applies with less force when 18 the plaintiff or real parties in interest are foreign.” Id. at 266. The relevant 19 private factors include: 20 (1) the residence of the parties and the witnesses; (2) the forum’s 21 convenience to the litigants; (3) access to physical evidence and 22 other sources of proof; (4) whether unwilling witnesses can be 23 compelled to testify; (5) the cost of bringing witnesses to trial; (6) the 24 enforceability of the judgment; and (7) all other practical problems 25 that make trial of a case easy, expeditious and inexpensive. 26 Lueck v. Sundstrand Corp., 236 F.3d 1137, 1145 (9th Cir. 2001) (citing Gulf Oil 27 Corp. v. Gilbert, 330 U.S. 501, 508 (1947)) (internal quotations omitted). The 28 public interest factors include: -11- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 12 of 27 Page ID #:3774

1 (1) local interest of lawsuit; (2) the court’s familiarity with governing 2 law; (3) burden on local courts and juries; (4) congestion in the 3 court; and (5) the costs of resolving a dispute unrelated to this forum. 4 Id. at 1147 (citing Piper Aircraft Co., 454 U.S. at 258-61). The Ninth Circuit 5 instructs district courts to “look to any or all of the above factors which are 6 relevant to the case before it, giving appropriate weight to each.” Id. at 1145. 7 B. International Comity 8 International comity is “the recognition which one nation allows within 9 its territory to the legislative, executive or judicial acts of another nation, having 10 due regard both to international duty and convenience, and to the rights of its 11 own citizens, or of other persons who are under the protection of its laws.” 12 Hilton v. Guyot, 159 U.S. 113, 164 (1895). It functions as a “doctrine of 13 prudential abstention, one that counsels voluntary forbearance when a sovereign 14 which has a legitimate claim to jurisdiction concludes that a second sovereign 15 also has a legitimate claim to jurisdiction under principles of international law.” 16 Mujica v. AirScan Inc., 771 F.3d 580, 598 (9th Cir. 2014) (internal quotations 17 omitted). 18 Courts have identified two versions of the doctrine. The first is a 19 legislative or “prescriptive comity,” which guides domestic courts as they 20 decide the extraterritorial reach of federal statutes. F. Hoffmann-La Roche Ltd. v. 21 Empagran S.A., 542 U.S. 155, 165 (2004). The second version, applicable here, 22 refers to the “comity among courts” or adjudicatory comity, which “may be 23 viewed as a discretionary act of deference by a national court to decline to 24 exercise jurisdiction in a case properly adjudicated in a foreign state.” Mujica, 25 771 F.3d at 599 (quoting In re Maxwell Commc’n Corp. plc by Homan, 93 F.3d 26 1036, 1047 (2d Cir. 1996)). In such a case, “deference to the foreign court is 27 appropriate so long as the foreign proceedings are procedurally fair” and “do 28 not contravene the laws or public policy of the United States.” Id. (quoting -12- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 13 of 27 Page ID #:3775

1 JP Morgan Chase Bank v. Altos Hornos de Mexico, S.A. de C.V., 412 F.3d 418, 424 2 (2d Cir. 2005)). 3 Before abstaining under adjudicative comity, the Ninth Circuit has 4 instructed courts to evaluate (1) the strength of the United States’ interest in 5 using a foreign forum; (2) the strength of the foreign governments’ interests; 6 and (3) the adequacy of the alternative forum. See Mujica, 771 F.3d at 603. For 7 the first prong, courts are to consider (1) the location of the conduct in question; 8 (2) the nationality of the parties; (3) the character of the conduct in question; 9 (4) the foreign policy interests of the United States; and (5) any public policy 10 interests. See id. at 604. For the second prong, “[t]he proper analysis of foreign 11 interests essentially mirrors the consideration of U.S. interests.” Id. at 607. 12 And for the third prong, the Court focuses on procedural fairness in the forum 13 and whether the opponent has presented specific evidence of significant 14 inadequacy. Cooper v. Tokyo Elec. Power Co., Inc., 2019 WL 1017266, at *13 15 (S.D. Cal. Mar. 4, 2019), aff’d sub nom. Cooper v. Tokyo Elec. Power Co. Holdings, 16 Inc., 960 F.3d 549 (9th Cir. 2020); see also Mujica, 771 F.3d at 608 (citing Belize 17 Telecom, Ltd. v. Gov’t of Belize, 528 F.3d 1298, 1306 (11th Cir. 2008)). 18 C. Voluntary Dismissal under Rule 41(a)(2) 19 Rule 41(a)(2) provides that “an action may be dismissed at the plaintiff’s 20 request only by court order, on terms that the court considers proper.” 21 Fed. R. Civ. P. 41(a)(2). As the parties point out in their respective briefs,60 the 22 decision to grant a voluntary dismissal under Rule 41(a)(2) lies with the sound 23 discretion of the Court. See, e.g., Kern Oil Refining Co. v. Tenneco Oil Co., 792 24 F.2d 1380, 1389 (9th Cir. 1986); Hamilton v. Firestone Tire & Rubber Co., 679 25 F.2d 143, 145 (9th Cir. 1982). “In exercising its discretion, the Court must make 26 three separate determinations: (1) whether to allow dismissal at all; (2) whether 27

28 60 Joint Motion 3:11-14; Joint Motion Opposition 7:27-8:1. -13- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 14 of 27 Page ID #:3776

1 the dismissal should be with or without prejudice; and (3) what terms and 2 conditions, if any, should be imposed.” Hana Fin., Inc. v. Most Off. 7, Inc., 2015 3 WL 13357671, at *2 (C.D. Cal. July 9, 2015). 4 III. DISCUSSION 5 As discussed at the outset, the Joint Motion would resolve all claims and 6 counterclaims among the parties, except for two counterclaims asserted by the 7 Edalat Counterclaimants against Computershare.61 Those two counterclaims 8 are listed as the fourth and fifth claims for relief in the Edalat Counterclaimants’ 9 pleading.62 The fourth counterclaim arises from Computershare’s alleged 10 refusal to register the transfer of certain securities, in violation the Securities 11 Transfer Act of British Columbia.63 The fifth counterclaim seeks declaratory 12 and equitable relief against Computershare—specifically, in the form of a 13 declaration and an order that the legend shall be removed from the shares and 14 the shares placed for sale on the open market.64 Necessarily, then, the Court’s 15 analysis of the fifth counterclaim for relief would rely on and overlap with that of 16 the fourth. 17 Computershare argues that the Court should dismiss those counterclaims 18 on the grounds of forum non conveniens or, in the alternative, under the principles 19 of international comity.65 In response, the Edalat Counterclaimants contend 20 that the Computershare Motion is untimely, and they oppose a dismissal on the 21 ground of forum non conveniens or international comity on the merits.66 22 23 24 61 See generally Joint Motion. 25 62 See FACC ¶¶ 83-95 26 63 Id. at ¶¶ 83-90. 64 Id. at ¶¶ 91-95. 27 65 See generally Computershare Motion. 28 66 See generally Computershare Motion Opposition. -14- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 15 of 27 Page ID #:3777

1 A. Timeliness 2 As a preliminary matter, the Edalat Counterclaimants contest 3 Computershare’s ability to make a motion to dismiss at this stage of the 4 litigation. They point to the Court’s prior scheduling orders and Gates Learjet 5 Corp. v. Jensen, 743 F.2d 1325 (9th Cir. 1984), for the proposition that motions 6 to dismiss—in that case, for lack of personal jurisdiction—are inappropriate 7 when the matter could be “tried in a matter of weeks.”67 Id. at 1333. 8 But the Edalat Counterclaimants ignore the fact that, in its most recent 9 order, this Court severed the Edalat Counterclaimants’ two counterclaims and 10 reopened discovery.68 See Fed. R. Civ. P. 21. In doing so, the entire procedural 11 posture of the case has changed. Computershare’s Motion is timely. 12 B. Forum Non Conveniens 13 1. Adequate Alternative Forum 14 Computershare argues that Canadian courts provide an adequate 15 alternative forum because (1) Computershare is a Canadian corporation, 16 rendering it amenable to service of process there; and (2) other districts courts 17 agree that Canadian courts serve as an adequate forum for cases involving 18 breaches of contracts and related claims.69 See, e.g., Etaliq, Inc. v. Cisco Sys., Inc., 19 2011 WL 13220445, at *3 (C.D. Cal. July 20, 2011) (case involving breach of a 20 non-disclosure agreement and trade secret misappropriation). 21 The Edalat Counterclaimants concede that Computershare is amenable to 22 process in Canada but dispute whether adequate remedies exist. Specifically, 23 the Edalat Counterclaimants contend that Computershare “has not proven that 24 the claim could be filed in Canada and not dismissed on [statute of] limitations 25 26 67 Id. at 5:17-6:15. 27 68 See generally Order on Joint Motion. 28 69 Computershare Motion 9:27-10:13. -15- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 16 of 27 Page ID #:3778

1 grounds.”70 In reply, Computershare agrees to “waive any statute of limitations 2 defense in any Canadian court litigation” of the Edalat Counterclaimants’ 3 claims.71 4 “To be sure, an alternative forum is considered inadequate if a statute of 5 limitations would bar the plaintiff’s claims there.” Etaliq, 2011 WL 13220445, 6 at *3. But the Ninth Circuit has “affirmed forum non conveniens dismissals that 7 addressed statute of limitations concerns by requiring waiver in the foreign 8 forum.” Carijano v. Occidental Petroleum Corp., 643 F.3d 1216, 1235 (9th Cir. 9 2011). Because Computershare expressly does just that,72 the Edalat 10 Counterclaimants’ objection regarding the statute of limitations fails. 11 The Edalat Counterclaimants also complain that the unavailability of 12 witnesses renders Canada an inadequate forum. But the Court puts aside that 13 concern for the moment because the availability of witnesses speaks to one of the 14 many private factors that the Court must balance, not the adequacy of the forum 15 itself. Compare id. at 1225 with id. at 1227. Accordingly, the first requirement 16 for dismissal under forum non conveniens—the existence of an adequate 17 alternative forum—is met. 18 2. Balance of Factors 19 a. Private Factors 20 i. Residence of the Parties and the Witnesses 21 The Ninth Circuit has instructed that the Court’s focus should not rest 22 on the “number of witnesses” or the quantity of evidence in each locale, but 23 rather on “the materiality and importance of the anticipated witnesses’ 24 25

26 70 Computershare Motion Opposition 16:16-20. 27 71 Computershare Motion Reply 3:19-21. 72 See Suppl. Decl. of David S. Alverson in Supp. of Computershare’s 28 Motion [ECF No. 213-1] ¶ 3. -16- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 17 of 27 Page ID #:3779

1 testimony and then determine[] their accessibility and convenience to the 2 forum.” Gates Learjet Corp., 743 F.2d at 1335–36. 3 In this case, most of the parties would double as witnesses. And the 4 parties are scattered. Edalat, Karpinski, and Barghi all allegedly reside in Orange 5 County, California.73 Computershare is based in Canada, as are many of its 6 witnesses.74 Mann, who served as Alternate Health’s CEO, is also allegedly a 7 citizen of Canada and is domiciled there.75 Murphy, whose testimony may likely 8 be relevant,76 resides in San Antonio, Texas.77 While the Edalat 9 Counterclaimants allege that Sentar is based in California,78 Computershare 10 disputes that allegation, noting that the California Secretary of State’s business 11 entities portal has no record of Sentar.79 The Alternate Health Parties had 12 earlier alleged that Sentar is a Nevada corporation based in Las Vegas.80 13 However, the number of witnesses with relevant testimony likely extends 14 beyond those parties. Even though Alternate Health Corporation is not a party 15 to the Computershare counterclaims, the testimony of Alternate Health 16 Corporation’s current or former employees involved in these stock restrictions 17 would undoubtedly be material. The Edalat Counterclaimants assert that 18 Computershare has not named any Canadian witnesses,81 but Computershare 19 does mention several such potential witnesses, including Marcie O’Neill, 20

21 73 FACC ¶ 1. 22 74 Computershare Motion 14:26-15:5; Computershare Motion Reply 8:6-21. 75 FACC ¶ 6. The Edalat Counterclaimants muddy the water in their brief, 23 asserting that Mann has an office in Venice, California, and implying that he is a California resident. See Computershare Motion Opposition 9:13 & 13:21. 24 76 See Computershare Motion 5:3-7. 25 77 FACC ¶ 7. 26 78 Id. at ¶ 2. 79 Computershare Motion 10:25-28. 27 80 SAC ¶ 15. 28 81 Computershare Motion Opposition 13:13-16. -17- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 18 of 27 Page ID #:3780

1 Alternate Health Corporation’s Chief Compliance Officer, and Dave Bains and 2 Francesca Power, both of whom worked at Computershare as relationship 3 managers for Alternate Health Corporation.82 From the exhibits, it is apparent 4 that those individuals were involved in—or had knowledge of—the restrictive 5 stock legends on the Edalat Counterclaimants’ shares.83 6 In view of the number of out-of-state witnesses and the relative 7 importance of the Canadian witnesses’ testimony to Computershare’s role in 8 executing the restrictive stock legends, the Court finds that this factor weighs in 9 favor of a Canadian forum. 10 ii. The Forum’s Convenience to the Litigants 11 This Court, located in Riverside, California, would ostensibly be more 12 convenient for the Edalat Counterclaimants, whereas a Canadian forum would 13 ostensibly be more convenient to Computershare. Neither party analyzes this 14 factor in any further detail. Accordingly, the Court deems it neutral. 15 iii. Access to Physical Evidence and Other Sources of 16 Proof 17 Per this Court’s direction, the Alternate Health Parties have already 18 produced all trial exhibits to Computershare.84 Computershare notes that the 19 only other relevant physical evidence exists in the form of documents, which can 20 easily be transmitted electronically.85 Therefore, this factor neither precludes 21 nor favors dismissal. Cf. Mayberry v. Int’l Bus. Machines Corp., 2009 WL 22 1814436, at *5 (N.D. Cal. June 25, 2009) (discussing an analogous factor on a 23 24

25 82 See, e.g., Computershare Motion 3:19-23; Decl. of David Cavasin in Supp. of Computershare’s Motion [ECF No. 208-2] ¶ 4. 26 83 See, e.g., Computershare Motion, Exs. C & G [ECF Nos. 208-6 & 208- 10]. 27 84 Order on Joint Motion 4. 28 85 Computershare Motion 16:14-15. -18- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 19 of 27 Page ID #:3781

1 motion to dismiss under Rule 12(b)(3) and holding it should be given “minimal 2 weight” in view of the ease of electronic transmission of documents). 3 iv. Whether Unwilling Witnesses Can Be Compelled to 4 Testify 5 If this Court retains this case, then the parties would likely encounter 6 difficulties with compelling certain witnesses to appear, in view of certain 7 limitations imposed by the Federal Rules of Civil Procedure: 8 A subpoena may command a person to attend a trial, hearing, or 9 deposition only . . . (A) within 100 miles of where the person resides, 10 is employed, or regularly transacts business in person; or (B) within 11 the state where the person resides, is employed, or regularly 12 transacts business in person, if the person (i) is a party or a party’s 13 officer; or (ii) is commanded to attend a trial and would not incur 14 substantial expense. 15 Fed. R. Civ. P. 45(c)(1). The Edalat Counterclaimants assert that “[t]here are 16 no, zero, witnesses (essential or otherwise) [Computershare] cannot bring to 17 California.”86 But the issue is not whether Computershare can transport its 18 witnesses to California, but whether Computershare—or the Edalat 19 Counterclaimants for that matter—can compel them to do so. 20 None of the exceptions in Rule 45(c)(1) clearly applies to any of the 21 Canadian witnesses. That obstacle is particularly important, given the centrality 22 of witnesses from Alternate Health Corporation, a foreign company that is not a 23 party to the severed counterclaims. See DiRienzo v. Philip Servs. Corp., 294 F.3d 24 21, 30 (2d Cir. 2002) (“The most important problem is the unavailability of 25 process to compel unwilling third-party witnesses to appear in the United 26 States.”). Current or former Alternate Health Corporation employees 27

28 86 Computershare Motion Opposition 14:19-21. -19- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 20 of 27 Page ID #:3782

1 presumably reside in Canada and “thus cannot be compelled to testify in 2 American courts as they would be in Canadian courts.” Id. 3 Moreover, the dictates of Rule 45(c)(1) also apply to witnesses like 4 Murphy, who resides farther than 100 miles from this Court.87 Murphy is also a 5 non-party to the counterclaim, and the Edalat Counterclaimants concede that he 6 is not amenable to process here.88 7 Conversely, the issue of unwilling witnesses appears less onerous in a 8 Canadian forum, in part because federal law permits district courts to assist 9 litigants in international tribunals. See Fed. R. Civ. P. 45(b); 28 U.S.C. 10 § 1782(a). A district court may order a person residing in its district to give his 11 or her “testimony or statement or to produce a document or other thing for use 12 in a proceeding in a foreign or international tribunal.” 28 U.S.C. § 1782(a); see 13 also In re Ex Parte Application of Pro-Sys Consultants, 2016 WL 3405547, at *1 14 (N.D. Cal. June 21, 2016) (granting ex parte application of plaintiffs appearing 15 before the Supreme Court of British Columbia for a deposition subpoena 16 pursuant to 28 U.S.C. § 1782(a)). Availing themselves of that statute in a 17 Canadian forum would allow the parties to avoid the obstacles of coaxing non- 18 party Canadian witnesses to appear here, while retaining the benefit of deposing 19 Murphy, Edalat, Karpinski, and Barghi, and producing all of Sentar’s 20 documents. Therefore, this factor leans in favor of dismissal. 21 v. Cost of Bringing Witnesses to Trial 22 Computershare argues that the cost of bringing witnesses to trial in 23 Canada are “counterbalanced” by the cost that it would incur in bringing 24 witnesses to trial in Riverside, California.89 While that argument is compelling, 25 the Edalat Counterclaimants respond that the cost to them to bring this action in 26 87 Id. at 9:19; FACC ¶ 7. 27 88 Computershare Motion Opposition 14:16-17. 28 89 Computershare Motion 15:24-16:1. -20- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 21 of 27 Page ID #:3783

1 Canada would be “disproportionate and unsurmountable.”90 Counsel for the 2 Edalat Counterclaimants testifies that Edalat has recently experienced severe 3 financial setbacks.91 He also declared that Edalat, Karpinski, and Barghi have all 4 suffered from various health ailments.92 The Court is sympathetic. On balance, 5 the Court finds that this factor weighs against dismissal. 6 vi. Enforceability of the Judgment 7 Common sense would suggest that a judgment against Computershare, a 8 Canadian corporation, would be easier to enforce if that judgment was rendered 9 by a Canadian court, rather than a United States federal court. The Edalat 10 Counterclaimants make no argument to the contrary.93 This factor weighs 11 strongly in favor of dismissal. 12 vii. Other Practical Problems That Make Trial of a 13 Case Easy, Expeditious, and Inexpensive 14 Innumerable other practical problems may, on the margins, lean in favor 15 of one forum or another. The ongoing COVID-19 pandemic is one such 16 problem, which can impact the logistics of trial rather unpredictably. However, 17 neither party analyzes the impact of COVID-19 on this case nor raises any other 18 unique issues under this factor, so the Court finds it to be neutral. 19 b. Public Factors 20 i. Local Interest of the Lawsuit 21 While Computershare acknowledges that some local interest may exist in 22 California because the Edalat Counterclaimants live here, that local interest is 23 greatly outweighed by Canada’s interest in the controversy. Computershare 24 argues that Canada’s interest is greater because (1) the acts or omissions 25

26 90 Computershare Motion Opposition 17:23. 91 Decl. of Saied Kashani (the “Kashani Declaration”) [ECF No. 211] ¶ 3. 27 92 Id. 28 93 See generally Computershare Motion Opposition. -21- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 22 of 27 Page ID #:3784

1 concerning the restrictive stock legends took place in Canada, see Dibdin v. S. 2 Tyneside NHS Healthcare Tr., 2013 WL 327324 at *6 (C.D. Cal. Jan. 29, 2013); 3 (2) Computershare is a Canadian corporation; and (3) Canada is “at home with 4 the law” governing the action.94 Piper Aircraft Co., 454 U.S. at 241 n.6. The 5 Edalat Counterclaimants make no argument in response.95 Accordingly, the 6 Court finds that this factor weighs strongly in favor of dismissal. 7 ii. The Court’s Familiarity with the Governing Law 8 In their fourth counterclaim, the Edalat Counterclaimants assert that 9 Computershare violated its obligation to transfer shares in violation of the 10 Securities Transfer Act of British Columbia.96 A Canadian court with 11 appropriate jurisdiction would presumably have no difficulty applying its own 12 law, but this Court readily and humbly admits that it has no relevant experience 13 or expertise with Canadian securities law. Accord In re Air Crash at Madrid, 14 Spain, on Aug. 20, 2008, 893 F. Supp. 2d 1020, 1041 (C.D. Cal. 2011), amended 15 on reconsideration in part sub nom. In re Air Crash at Madrid, Spain, 2011 WL 16 2183972 (C.D. Cal. May 16, 2011), and aff’d sub nom. Fortaner v. Boeing Co., 504 17 F. App’x 573 (9th Cir. 2013) (“[t]hat the Spanish courts might face difficulty in 18 applying U.S. law to a small percentage of claims does not overcome the fact 19 that this Court . . . would likely face difficulty in applying foreign law to all 20 claims”). That fact weighs strongly in favor of dismissal because the Supreme 21 Court has affirmed that the “doctrine of forum non conveniens . . . is designed in 22 part to help courts avoid conducting complex exercises in comparative law.” 23 Piper Aircraft Co., 454 U.S. at 251; see also Gilbert, 330 U.S. at 509. 24 25 26 94 Computershare Motion 10:15-11:18. 27 95 See generally Computershare Motion Opposition. 28 96 FACC ¶ 86. -22- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 23 of 27 Page ID #:3785

1 The Edalat Counterclaimants try to convince the Court that “95% of the 2 factual and legal issues in this case are purely US,”97 but their attempts are 3 unconvincing for three reasons. First, the Edalat Counterclaimants point to 4 affirmative defenses that the Alternate Health Parties raised, which is a flawed 5 argument because those defenses are not quite the same as those raised by 6 Computershare.98 In fact, Computershare raises forum non conveniens as an 7 affirmative defense to the fourth counterclaim, whereas the Alternate Health 8 Parties do not.99 9 Second, neither party conducts a choice-of-law analysis that would 10 persuade the Court that a Canadian forum would need to apply California state 11 law or, conversely, that this Court could avoid applying Canadian law, even with 12 respect to affirmative defenses.100 See, e.g., CRS Recovery, Inc. v. Laxton, 600 13 F.3d 1138, 1141 (9th Cir. 2010) (explaining the choice-of-law analysis when 14 parties dispute which jurisdiction’s law to apply). Assuming a “true conflict” of 15 laws exists, the Court would look to which jurisdiction’s interests would be 16 “more impaired if its law were not applied.” Id. at 1142. Here, the Court 17 concludes that Canada’s interests would be “more impaired” for the reasons 18 discussed supra in Part III.B.2.b.i. But, assuming a true conflict of laws does not 19 exist—i.e., that applicable Canadian law resembles or is identical to California 20 21 97 Computershare Motion Opposition 9:26. 22 98 Id. at 10:8-19; compare Alternate Health Parties’ Answer to FACC [ECF No. 98] 11:1-15:24 with Answer of Counterdefendant Computershare to FACC 23 (the “Computershare Answer”) [ECF No. 99] 11:1-12:18. 24 99 Computershare Answer 12:2-15. 100 While the Edalat Counterclaimants contend that Canadian courts would 25 look to U.S. precedent to interpret applicable Canadian law, their support comes in the form of a citation to a Canadian case involving the interpretation of a 26 different statute concerning patents, not securities. See Computershare Motion Opposition 12:10-20. The Court is not convinced that the analogy is apt. 27 Moreover, the Edalat Counterclaimants fail to attach the case as an exhibit on the docket, depriving the Court of the ability to review it. See Kashani 28 Declaration ¶ 4. -23- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 24 of 27 Page ID #:3786

1 law, as the Edalat Counterclaimants imply101—other courts have held that 2 applying Canadian law would still “impose a substantial burden on both the 3 Court and the jurors, to research, understand, and apply the foreign law,” 4 notwithstanding “the similarity between California law and [British Columbian] 5 law.” Juniper Networks, Inc. v. Andrade, 2021 WL 3514103, at *6 (N.D. Cal. 6 Aug. 10, 2021) (internal quotations omitted). 7 Third, even if the number of quantifiable facts or affirmative defenses 8 grounded in California law exceed those based on Canadian law, Computershare 9 argues that Canadian questions of law and fact are more important, in part 10 because adjudicating the fourth counterclaim turns on events that occurred in 11 Canada and involve liability by a Canadian stock transfer agent under Canadian 12 law.102 Moreover, Computershare’s counsel avers that this case presents issues 13 of first impression regarding Section 86 of the Securities Transfer Act of British 14 Columbia.103 If true, that fact would weigh heavily in favor of dismissal. See In 15 re BP S’holder Derivative Litig., 2011 WL 4345209, at *4 (S.D. Tex. Sept. 15, 16 2011), aff’d sub nom. City of New Orleans Employees’ Ret. Sys. ex rel. BP P.L.C. v. 17 Hayward, 508 F. App’x 293 (5th Cir. 2013) (dismissing under forum non 18 conveniens when faced with adjudicating a “recently enacted U.K. statute”). 19 iii. Burden on Local Courts and Juries 20 The parties have demanded a jury trial.104 “Where the local interest in a 21 controversy is weak as compared to the alternative forum’s interest, courts have 22 held that the burden on local courts and juries, and the related costs, are not 23 justified.” Etaliq, 2011 WL 13220445, at *8. As discussed supra in 24 25 101 See Computershare Motion Opposition 11:20-12:9. 26 102 Reply for Computershare Motion 6:5-7:9 (dissecting predicate questions of law and fact that would turn on Canadian law or events occurring in Canada). 27 103 Id. at 4:9-5:3. 28 104 See generally FACC. -24- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 25 of 27 Page ID #:3787

1 Part III.B.2.b.i, the local interest here is comparatively weak. The Court 2 therefore concludes that “burden on this Court and jurors in this district, in 3 terms of time and cost, is not justified.” Id. This factor points to dismissal. 4 iv. Congestion in the Court 5 The Central District of California is “one of the busiest districts in the 6 nation.” Cleanview Distribution Grp. LLC v. LGL Holdings, LLC, 2021 WL 7 5969502, at *3 (C.D. Cal. Nov. 12, 2021) (collecting cases). Because the 8 counterclaims at issue rely on Canadian law and events that transpired there (at 9 least in part), it is appropriate that a Canadian forum bear those costs. “The 10 burden on local courts and juries unconnected to the case and the costs of 11 resolving a dispute unrelated to the forum also favor dismissal.” Vivendi SA v. 12 T-Mobile USA Inc., 586 F.3d 689, 696 (9th Cir. 2009); see also Dibdin, 2013 WL 13 327324, at *7 (dismissing on the grounds of forum non conveniens where case 14 turned on events that occurred in England, highlighting the Central District’s 15 relative congestion). 16 v. The Costs of Resolving a Dispute Unrelated to This 17 Forum 18 Computershare argues that the parties would likely need to retain 19 Canadian experts to assist the Court with issues of Canadian law, such as 20 statutory interpretation, theories of liability, defenses, and damages.105 “Even if 21 Canadian law is identical to California law, the Court will have to rely on the 22 declarations of Canadian law experts to determine the substance of Canadian 23 law.” Etaliq, 2011 WL 13220445, at *7 n.3. The Edalat Counterclaimants do 24 not dispute that point.106 This factor, then, also weighs in favor of dismissal. 25 26 27 105 Computershare Motion 13:18-22. 28 106 See generally Computershare Motion Opposition. -25- Case 8:17-cv-01887-JWH-JDE Document 215 Filed 03/14/22 Page 26 of 27 Page ID #:3788

1 c. Conclusion on the Balance Factors 2 The public factors overwhelmingly favor dismissal. The private factors, 3 on balance, also favor dismissal: three favor dismissal, three are neutral, and 4 only one factor clearly counsels this Court to keep the case here—the costs to 5 Edalat and the other Counterclaimants. Notwithstanding the Court’s sensitivity 6 to those concerns, the cumulative view of the balancing test strongly favors the 7 Canadian forum. Thus, the second requirement for dismissal on the grounds of 8 forum non conveniens is met. See Ayco Farms, 862 F.3d at 948. For that reason, 9 the Court finds it appropriate to GRANT Computershare’s Motion. 10 C. International Comity 11 In the alternative, Computershare asks this Court to defer to the Canadian 12 court system in the interests of international comity. It rehashes many of the 13 same arguments that it makes in support of dismissal under the doctrine of forum 14 non conveniens.107 The Edalat Counterclaimants do not explicitly respond to that 15 argument; they do not mention the words “international” or “comity” even 16 once in their briefs.108 The Edalat Counterclaimants’ silence here corroborates 17 the Court’s decision to dismiss. After all, the “failure to respond in an 18 opposition brief to an argument put forward in an opening brief constitutes 19 waiver or abandonment to the uncontested issue.” Stichting Pensioenfonds ABP 20 v. Countrywide Fin. Corp., 802 F. Supp. 2d 1125, 1132 (C.D. Cal. 2011) (quoting 21 Sportscare of America, P.C. v. Multiplan, Inc., 2011 WL 589955, at *1 (D.N.J. 22 Feb. 10, 2011)); accord Jenkins v. County of Riverside, 398 F.3d 1093, 1095 n.4 23 (9th Cir.2005) (plaintiff abandoned claims by not raising them in opposition to 24 motion for summary judgment). 25 26 27 107 Computershare Motion 18:14-19:26. 28 108 See generally Computershare Motion Opposition. -26- Case |B:17-cv-01887-JWH-JDE □□□ □□ eg Filed 03/14/22 Page 27 of27 Page ID

1|| D. Voluntary Dismissal 2 Because a Canadian forum would be a far more appropriate forum to 3 || adjudicate the severed counterclaims, the Court sees no good reason to force the 4|| Alternate Health Parties and Edalat Parties into a costly, burdensome trial when they are ready to dismiss their claims against each other. Therefore, so long as 6|| the parties continue to adhere to the dictates of this Court’s prior order,’ the 7 || Court finds it appropriate to GRANT the Joint Motion to Dismiss. 8 IV. CONCLUSION 9 For the foregoing reasons, the Court hereby ORDERS as follows: 10 1. The Joint Motion to Dismiss is GRANTED. 11 a. All claims in this action asserted by Plaintiffs Alternate 12 Health USA, Inc.; Alternate Health Corporation; and Alternate Health, 13 Inc. against all Defendants are DISMISSED with prejudice, with each 14 party bearing his, her, or its own costs. 15 b. All counterclaims in this action asserted by Paul Edalat; EFT 16 Global Holdings, Inc. d/b/a Sentar Pharmaceuticals; Farah Barghi and 17 Olivia Karpinski, on behalf of themselves and derivatively, against 18 Alternate Health USA, Inc.; Alternate Health Corporation; Alternate 19 Health, Inc.; Howard Mann; and Michael L. Murphy are DISMISSED 20 with prejudice, with each party bearing his, her, or its own costs. 21 2. The Computershare Motion is GRANTED. The Edalat 22|| Counterclaimants’ severed counterclaims are DISMISSED without prejudice. 23 3. Judgment will issue accordingly. 24 IT IS SO ORDERED. : MU __ 26 || Dated: March 14, 2022

27 GNITED STATES DISTRICT JUDGE 28 109 See generally Order on Joint Motion. -27-