First-Citizens Bank & Trust Company v. Millar

Background

First-Citizens Bank & Trust Company ("First Citizens"), a state-chartered bank headquartered in Raleigh, North Carolina, acquired SVB Wealth LLC in 2023 following the collapse of Silicon Valley Bank. Defendant Lance Millar joined First Citizens as a Wealth Advisor after the acquisition and managed accounts exceeding $460 million in assets. First Citizens alleges that in October 2024, Millar emailed himself a confidential client spreadsheet containing account information, then used that data to negotiate his compensation package with Ashton Thomas Private Wealth LLC ("Ashton Thomas") and to recruit or prepare to recruit First Citizens clients. After Millar resigned in May 2025 and returned his wiped electronic devices, a forensic review confirmed he had retained the spreadsheet despite denying it in his resignation letter. A substantial number of clients subsequently moved from First Citizens to Ashton Thomas.

First Citizens filed its complaint on September 24, 2025, asserting claims against both Millar and Ashton Thomas for: violation of the federal Defend Trade Secrets Act (18 U.S.C. § 1836); violation of the California Uniform Trade Secrets Act; tortious interference; unfair business practices; breach of contract; and breach of the duty of loyalty. The claims against Millar were stayed pending arbitration by court order on November 17, 2025. Ashton Thomas moved to dismiss the complaint against it for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2) and for failure to state a claim, or alternatively to stay the litigation pending Millar's arbitration.

Legal Standards

On a Rule 12(b)(2) motion, the plaintiff bears the burden of making a prima facie showing that jurisdiction exists. Uncontroverted allegations are taken as true, and factual conflicts in affidavits are resolved in the plaintiff's favor. California's long-arm statute extends jurisdiction to the full extent permitted by the U.S. Constitution's due process requirements, so the analysis collapses into a single federal constitutional inquiry: whether the defendant has minimum contacts with California such that exercising jurisdiction does not offend traditional notions of fair play and substantial justice.

General jurisdiction permits a court to hear any claim against a defendant but requires that the defendant's contacts with the forum state be so continuous and systematic as to render it essentially "at home" there. For corporations, the paradigmatic bases are the state of incorporation and principal place of business; outside those, only "exceptional circumstances" suffice.

Specific jurisdiction permits a court to hear only claims that arise out of or relate to the defendant's forum contacts. For tort claims, courts apply the "purposeful direction" test (sometimes called the Calder effects test), which requires: (1) an intentional act, (2) expressly aimed at the forum state, (3) causing harm that the defendant knew was likely to be felt in the forum state. The plaintiff bears the burden on the first two prongs; if met, the burden shifts to the defendant to show that jurisdiction would be unreasonable.

Analysis

General Jurisdiction

The parties agreed that Ashton Thomas is registered in and has its principal place of business in Arizona, eliminating the paradigmatic bases for general jurisdiction. First Citizens argued that Ashton Thomas's management of $3.4 billion in California assets, recruitment of California-based employees, and maintenance of two California offices (including a San Francisco hub) constituted the "continuous and systematic" contacts necessary for general jurisdiction.

The court disagreed. Applying the post-Daimler AG v. Bauman "exceptional circumstances" standard—which sets an extremely high bar—the court found that these contacts were ordinary business operations insufficient to render Ashton Thomas essentially at home in California. The court cited multiple precedents rejecting general jurisdiction for defendants with comparable or greater California contacts, including firms with large California revenue, significant California customers, and physical presence in the state. General jurisdiction was therefore denied.

Specific Jurisdiction

Because First Citizens' trade secret and related claims sound in tort, the court applied the purposeful direction test.

Because First Citizens could not establish all three prongs of the purposeful direction test, the court found no basis for specific jurisdiction over Ashton Thomas.

Disposition

Judge Tigar granted Ashton Thomas's motion to dismiss for lack of personal jurisdiction. The dismissal is without prejudice. First Citizens may file an amended complaint within 21 days of the order, limited to curing the identified jurisdictional deficiencies. Failure to file a timely amended complaint will result in dismissal with prejudice. Because the court granted dismissal on jurisdictional grounds, it did not reach Ashton Thomas's alternative argument for failure to state a claim or its request to stay the case pending arbitration.