CHECKOUT, LLC VS. NIMROD SANTO, ET AL.

June 9, 2026 Law and Motion Calendar PAGE 23 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________

2:00 PM LINE 11 25-CIV-09996 CHECKOUT, LLC VS. NIMROD SANTO, ET AL.

CHECKOUT, LLC MICHELLE L. LANDRY NIMROD SANTO MICHAEL E CHASE

SPECIALLY-APPEARING DEFENDANT NIMROD SANTO’S MOTION TO QUASH SERVICE OF SUMMONS FOR LACK OF PERSONAL JURISDICTION

TENTATIVE RULING:

The Motion to Quash Service of Summons for Lack of Personal Jurisdiction (the “Motion”) of Specially Appearing Defendant Nimrod Santo (herein, “Specially Appearing Defendant”), is CONTINUED for jurisdictional discovery. Specially Appearing Defendant’s Request for Judicial Notice is GRANTED in part, and DENIED in part. Specially Appearing Defendant’s Evidentiary Objections are ruled upon as indicated below.

Background

Pursuant to the allegations in the Complaint, Defendant Living Pixels Studio, LLC (the “LLC”) owes and refuses to pay Plaintiff a debt of $1,626,914. The LLC is an alter ego of Defendant Santo (herein, “Specially Appearing Defendant”). Specially Appearing Defendant looted the LLC, rendering it insolvent. While or after incurring the alleged debt to Plaintiff, Specially Appearing Defendant caused the LLC to file cancellation papers with the Secretary of State of Delaware, without having provided for payment to creditors such as Plaintiff.

Through his Motion, Specially Appearing Defendant seeks an order quashing service of the summons for lack of the Court’s personal jurisdiction over him. (Code Civ. Proc., § 418.10, subd. (a)(1).) He does not challenge the venue of the action.

Legal Standards Governing Personal Jurisdiction

When jurisdiction is challenged by a nonresident defendant on a motion to quash, the burden of proof is on the plaintiff to demonstrate by a preponderance of the evidence that “minimum contacts” exist between defendant and the forum state to justify the imposition of personal jurisdiction. (Mihlon v. Sup. Ct. (1985) 169 Cal.App.3d 703, 710 (Mihlon).)

Personal jurisdiction may be either general or specific. (Vons Companies, Inc. v. Seabest Foods, Inc (1996) 14 Cal.4th 434, 445-46 (Vons).) Under a general jurisdiction analysis, a nonresident defendant may be sued on a cause of action unrelated to defendant’s activities within the state. (Vons, supra, 14 Cal.4th 434, 446.) Such general jurisdiction may apply to a nonresident defendant where his or her contacts in the forum state are substantial, continuous and systematic. (Vons, supra, 14 Cal.4th 434, 445.) The

June 9, 2026 Law and Motion Calendar PAGE 24 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________ rationale is that a defendant’s contacts with the forum are so wide-ranging that they take the place of physical presence in the forum as a basis for jurisdiction. (Vons, supra, 14 Cal.4th 434, 446.)

Even if a nonresident defendant does not have substantial and systematic contacts to establish general jurisdiction, specific jurisdiction may still be found depending on the quality and nature of defendant’s activities in the forum in relation to the particular cause of action. (Vons, supra, 14 Cal.4th 434, 448.) A nonresident defendant may be subject to the court’s specific jurisdiction if three requirements are met: (1) the defendant has purposefully availed himself or herself of forum benefits; (2) the controversy is related to or arises out of the defendant’s contacts with the forum; and (3) the exercise of jurisdiction would be reasonable and comports with fair play and substantial justice. (Vons, supra, 14 Cal.4th 434, 446-47.)

A motion to quash service of a Summons for lack of personal jurisdiction is an evidentiary motion. When, as here, a defendant moves to quash service of process on jurisdictional grounds, the plaintiff has the initial burden of demonstrating facts justifying the exercise of jurisdiction by a preponderance of the evidence. (Vons, supra, 14 Cal.4th 434, 449; ViaView, Inc. v. Retzlaff (2016) 1 Cal.App.5th 198, 209-10 (ViaView).) To satisfy this initial burden, a plaintiff “must come forward with affidavits and other competent evidence ... and cannot simply rely on allegations in an unverified complaint.” (ViaView, supra, 1 Cal.App.5th 198, 210; Rivelli v.

Hemm (2021) 67 Cal.App.5th 380, 393 [jurisdictional allegations must be supported by “competent evidence of jurisdictional facts. Allegations in an unverified complaint are insufficient to satisfy this burden of proof.”]; (Mihlon, supra, 169 Cal.App.3d 703, 710 [an unverified pleading has no evidentiary value in determining personal jurisdiction.].)

Once the plaintiff establishes facts showing minimum contacts with the forum state, it then becomes the defendant’s burden to demonstrate that the exercise of jurisdiction would be unreasonable. (Vons, supra, 14 Cal.4th 434, 444-49.)

The Motion Is Continued.

While Plaintiff attempts to provide sufficient evidence in Opposition via two declarations and a Request for Judicial Notice, the evidence is somewhat speculative or in an inadmissible form, such as hearsay as to which the foundation for an exception has not been laid, and websites of which judicial notice is not to be taken. Thus, Plaintiff fails to demonstrate by a preponderance of the evidence that minimum contacts exist between Specially Appearing Defendant and California for the Court to exercise personal jurisdiction over him.

Plaintiff expresses concern that discovery is yielding evidence that calls into question some of Specially Appearing Defendant’s declarations. Specially Appearing Defendant declares many points that are helpful to him, but otherwise shows none of these. For example, he asserts that the transfers of funds from the LLC’s bank accounts to unknown parties actually were normal chargebacks made in the course of the LLC’s business, but does not show this even though he (and not Plaintiff) would have the records to do so. Specially Appearing Defendant also declares that he is not the LLC’s alter ego (Santo Decl., ¶ 12), while further declaring that the LLC’s Operating Agreement “clearly identifies me as the sole member of Living Pixels” (Santo Decl. in Reply, ¶ 10), so that clearly, all of the LLC’s conduct is his own.

Moreover, Specially Appearing Defendant’s declarations show that there are contacts with California, although he downplays them. For example:

June 9, 2026 Law and Motion Calendar PAGE 25 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________ the address listed for Living Pixels at 1103 17th Avenue, Redwood City, California 94063 is the residence of my mother, Orna-Carroll Santo. That address was used as a mailing address for bank statements as a matter of convenience because I resided overseas and needed a U.S. mailing address to receive physical correspondence. .... The fact that Wells Fargo records were never updated to reflect a non-U.S. address simply reflects the practical reality that U.S. banks require domestic addresses. The failure to update an address on a bank record that I was managing remotely from Israel does not establish that I was physically present or residing in California at any relevant time. (Id., ¶¶ 7-8.)

This shows, however, that he was willing to obtain the benefits of a California address when it was to his advantage and there may be further such benefits he received. As he further declares: ... At no time was my mother a member, manager, or equity owner of Living Pixels. The bank application’s designation of ownership percentages was an error on the bank form that does not reflect the actual company governance or equity structure of Living Pixels. My mother was listed as an authorized individual for access to the accounts as a matter of convenience and as a safeguard in case I could not access the accounts from overseas. She did not participate in the management or operations of Living Pixels. (Id., ¶ 10.)

It further appears that Specially Appearing Defendant may be withholding discoverable information. (Landry Decl., ¶¶ 28-30.) Specially Appearing Defendant declined Plaintiff’s request for a continuation for about 60 days for jurisdictional discovery. (Id., ¶ 32, & Exh. P.) While much of Plaintiff’s evidence that could support jurisdiction is inferential so far and falls to objections based on hearsay, speculation, and lack of personal knowledge (see, e.g., Landry Decl., passim, & Specially Appearing Defendant’s Evidentiary Objections, infra), it is notable that most of the information sought is within Defendant’s knowledge and control, and not Plaintiff’s.

For instance, it may be that throughout the relevant period, Specially Appearing Defendant was conducting illegal gambling websites accessing numerous California clients, so that at a minimum, the Court properly would exercise specific if not general personal jurisdiction over him (since the LLC was such a business, and one perhaps among many such conducted by Specially Appearing Defendant). Specially Appearing Defendant asserts that copies of his driver’s licenses and records of another California company of his do not relate to conduct that he personally directed to this forum in connection with the claims alleged in the instant action. (Reply, 11:6-9.)

However, the potential evidence that Plaintiff attempted to present through the Stringham Declaration, for example, could show such contacts if Plaintiff were to be able to lay the foundation for a business records hearsay exception. So might similar information as to any and all of Specially Appearing Defendant’s businesses: information to which he has access, and to which Plaintiff and the Court also should have access in order to evaluate the propriety of the Court’s exercise of personal jurisdiction over him.

This Court has discretion to continue the hearing to allow a plaintiff to conduct discovery on the jurisdictional issues. (HealthMarkets, Inc. v. Sup.Ct. (2009) 171 Cal.App.4th 1160, 1173.) As the Court of Appeal further explains:

June 9, 2026 Law and Motion Calendar PAGE 26 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________ A plaintiff attempting to assert jurisdiction over a nonresident defendant is entitled to an opportunity to conduct discovery of the jurisdictional facts necessary to sustain its burden of proof. In order to prevail on a motion for a continuance for jurisdictional discovery, the plaintiff should demonstrate that discovery is likely to lead to the production of evidence of facts establishing jurisdiction. (In re Auto. Antitrust Cases I & II (2005) 135 Cal.App.4th 100, 127 (citations omitted).)

As discussed above and in the ruling on Specially Appearing Defendant’s Objections below, Plaintiff meets this standard. The Motion is CONTINUED to October 13, 2026 at 2:00 p.m. in Department 4 to allow Plaintiff to take Specially Appearing Defendant’s deposition by videoconference, and to obtain and review discovery including but not limited to document production. Plaintiff shall file and serve an updated memorandum of points and authorities supported by admissible evidence by September 29, 2026 and Specially Appearing Defendant is to file a serve a reply by October 6, 2026.

Plaintiff’s Request for Judicial Notice in Opposition

Plaintiff’s Request for Judicial Notice (“RJN”) is granted as to the documents filed with the Secretary of State of Delaware (Exhs. 1-3) and the Secretary of State of California (Exh. 4). (Evid. Code, § 452, subd. (d) & § 453.) Plaintiff’s RJN is granted as to the Complaint and related papers filed in the Superior Court of the State of California for the County of Napa, Case No. 25CV000457 (Exh. 6). (Evid. Code, § 452, subds. (c) & (h) & § 453.) However, judicial notice of these documents is limited to their existence, content, and authenticity, and does not extend to the truth of the factual matters contained therein. (Dominguez v. Bonta (2022) 87 Cal.App.5th 389, 400.)

The RJN is otherwise denied. The RJN is made under subdivision (f) of Evidence Code section 451, and subdivision (h) of Evidence Code section 452, as to a document described as the Better Business Bureau webpage (Exh. 5), and under subdivision (h) of Evidence Code section 452 as to three facts concerning the accessibility and content of websites, and the effect of registering on a website (Exh. 7, and otherwise no exhibits shown). (G. Chem, Ltd. v. Superior Court (2022) 80 Cal.App.5th 348, 362, n.7 (“We may not take judicial notice of the truth of the contents of a website.” (citations omitted)).)

Specially Appearing Defendant’s Evidentiary Objections

Specially Appearing Defendant’s Evidentiary Objections are directed to the Declarations in Opposition of Michelle L. Landry (the “Landry Declaration”) and of Esther Stringham (the “Stringham Declaration”). The Court rules upon them as follows:

Landry Declaration

Objs. Nos. 1-5, and 7-8 to quoted portions of ¶¶ 9, 10, 14, 24, 27: SUSTAINED

Objs. Nos. 3 and 9-10 to quoted portions of ¶¶ 23, 28, 30: OVERRULED

June 9, 2026 Law and Motion Calendar PAGE 27 Judge: HONORABLE NANCY L. FINEMAN, Department 04 ________________________________________________________________________

Stringham Declaration

Objs. Nos. 1 and 2 to quoted portions of ¶¶ 10, 11: SUSTAINED

The Court sustains those Objections so indicated above as they pertain to the grant or denial of the instant Motion. However, the portions of the Declarations to which Objections are raised are not objectionable for the purpose of showing that there is information that may lead to admissible evidence regarding the Court’s personal jurisdiction over Defendant.

If the tentative ruling is uncontested, it shall become the order of the Court. Thereafter, counsel for Plaintiff shall prepare for the Court’s signature a written order consistent with the Court’s ruling, pursuant to California Rules of Court, Rule 3.1312, and provide written notice of the ruling to all parties who have appeared in the action, as required by law and by the California Rules of Court.