Arcsona Inc. v. Appirio Inc.

I. BACKGROUND2

1 In June 2012, Arcsona and Appirio entered into an Independent Contractor Agreement 2 (“the Agreement”). Dkt. No. 1, Ex. A ¶¶ 1-2, 7. At the time, Daniel Lascell was Appirio’s 3 Secretary and General Counsel, and he signed the Agreement on Appirio’s behalf. Id. ¶ 3. 4 Arcsona is a California corporation with its principal offices in Santa Clara County. Id. ¶ 1. 5 Appirio is a Delaware corporation with its principal place of business in Indiana. Mr. Lascell 6 resides in Massachusetts. Id. ¶¶ 2–3. 7 On March 18, 2021, Arcsona filed a complaint in state court asserting a single claim for 8 promissory fraud against Appirio and Mr. Lascell. Id. ¶¶ 10–17. The complaint seeks 9 “compensatory damages, including lost time and lost profits, in amounts according to proof in 10 excess of $25,000.” Id. at 4. On June 21, 2021, Arcsona’s counsel informed Mr. Lascell’s 11 counsel that Arcsona seeks more than $75,000 in damages. Dkt. No. 1-3. Mr. Lascell filed a 12 notice of removal on June 29, 2021. Dkt. No. 1. Appirio consents to the removal. Id. ¶ 9.

II. LEGAL STANDARD

14 Pursuant to 28 U.S.C. § 1441(a), “any civil action brought in a State court of…