Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 1 of 6
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`UNITED STATES DISTRICT COURT
`WESTERN DISTRICT OF WASHINGTON
`
`No. 2:21-cv-409
`NOTICE OF REMOVAL
`
`MICHELE ROSATI,
`
`Plaintiff,
`
`v.
`AMAZON.COM, INC., a Delaware
`corporation,
`
`Defendant.
`
`A.
`
`TO: The Clerk, United States District Court
`Western District of Washington at Seattle
`Removal of State Court Action
`PLEASE TAKE NOTICE THAT, pursuant to 28 U.S.C. §§ 1441(a)-(b) and 1446,
`Defendant Amazon.com, Inc. (“Amazon” or the “Company”), hereby removes the above-
`captioned action (the “Action”) from the Superior Court of Washington for King County to the
`United States District Court for the Western District of Washington. Amazon is the only
`Defendant in the Action.
`
`B.
`
`Basis for Removal and Jurisdiction in Federal Court
`This action is removable under 28 U.S.C. § 1441(a) and (b) because the amount in
`controversy exceeds $75,000, complete diversity of citizenship exists between the Plaintiff and
`Defendant in the Action, and no citizen of the State of Washington has been “properly joined and
`
`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 1
`
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`

`

`Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 2 of 6
`
`served as [a] defendant” in the Action. Amazon provides the following plain statement of the
`grounds for removal:
`1.
`On March 19, 2021, Plaintiff Michele Rosati (“Plaintiff”) filed the Action in the
`Superior Court of Washington for King County, where said action is now pending under the above-
`captioned title. A true and accurate copy of the Complaint filed in the Action is attached as
`Exhibit A.
`The Action asserts a claim to inspect certain corporate books and records of
`2.
`Amazon, pursuant to title 8, section 220 of the Delaware General Corporate Code (“Section 220”).
`3.
`On information and belief, Plaintiff Rosati is a citizen of the State of New York.
`See Exhibit A (attached Power of Attorney and Oath of Michele Rosati).
`4.
`Defendant Amazon is a Delaware corporation with its principal place of business
`in the State of Washington. It is therefore a citizen of Delaware and Washington. See 28 U.S.C.§
`1332(c).
`Complete diversity therefore exists as to Plaintiff, on the one hand, and the
`5.
`Defendant, on the other.
`6.
`The amount in controversy in this Action exceeds the sum or value of $75,000,
`exclusive of interest and costs. The Complaint, which asserts a claim to inspect corporate books
`and records of Amazon pursuant to Section 220, seeks as relief “[t]hat the Court summarily order
`Amazon to produce to Plaintiff and/or her designees the books and records as detailed [in the
`complaint] and in the Inspection Demand” Plaintiff previously sent to Amazon and “[t]hat the Court
`award Plaintiff her costs and expenses, including reasonable attorneys’ fees, in connection with”
`the Action. Under the “either viewpoint” rule applied in the Ninth Circuit in actions seeking
`declaratory or injunctive relief, “the test for determining the amount in controversy is the pecuniary
`result to either party which the judgment would directly produce.” Corral v. Select Portfolio
`Servicing, Inc., 878 F.3d 770, 775 (9th Cir. 2017) (internal quotation marks omitted). Here, the
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`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 2
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`

`

`Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 3 of 6
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`costs to Amazon of identifying, collecting, and producing the documents Plaintiff seeks will exceed
`$75,000.
`As specified in Plaintiff’s Inspection Demand and the Complaint, Plaintiff seeks an
`7.
`order compelling the production of documents in thirteen disparate categories dating back as far
`as 2009. These broad categories include, for example, documents “identify[ing] all Company
`internal control, policies, and procedures in place to ensure [that] Amazon’s financial standing,”
`“Amazon’s compliance with privacy laws,” and “Amazon’s compliance with antitrust laws” are
`“adequately and timely reported to management and the Board.” Plaintiff also seeks all
`“communications to or from the Board” of Amazon “concerning” eight generally described topics.
`It will cost Amazon more than $75,000 to (1) search for and collect documents potentially within
`the demanded categories, (2) review those documents to identify documents within the demanded
`categories and to ensure that Plaintiff does not receive confidential business or legally privileged
`information to which she is not entitled, the disclosure of which may harm Amazon and its
`stockholders, and (3) prepare documents within the demanded categories for production to
`Plaintiff.
`This Court therefore has jurisdiction of this Action pursuant to 28 U.S.C. §1332,
`8.
`and this action therefore may be removed to this Court pursuant to 28 U.S.C. §1441(a), because
`there is complete diversity of citizenship between the parties and the amount in controversy in this
`action exceeds the sum of $75,000.00 exclusive of interests and costs.
`Amazon, the only Defendant in the Action, has not been properly served in this
`9.
`Action. Plaintiff’s counsel requested that Amazon accept service of the complaint, but Amazon
`has not done so. Amazon and its counsel have not received notice from the Company’s registered
`agent or otherwise that service has been effected.
`10.
`Therefore, no Defendant that is a citizen of Washington has been “properly joined
`and served” in the Action. 28 U.S.C. § 1441(b)(2). Accordingly, the Action is removable to this
`Court pursuant to 28 U.S.C. §§ 1441(a) and 1446.
`
`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 3
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`

`

`Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 4 of 6
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`Specifically, the “forum-defendant rule” found in 28 U.S.C. § 1441(b)(2), which is
`11.
`a procedural rule and not a jurisdictional one, is inapplicable. Every Court of Appeals to consider
`the meaning of “properly joined and served” under 28 U.S.C. § 1441(b)(2) has held that under the
`plain and unambiguous language of the statute, removal can be effectuated if a defendant seeks
`removal before any forum defendant is served. See Texas Brine Co., L.L.C. v. Am. Arbitration
`Ass’n, Inc., 955 F.3d 482, 486 (5th Cir. 2020) (“By its text . . . Section 1441(b)(2) is inapplicable
`until a home-state defendant has been served in accordance with state law; until then, a state court
`lawsuit is removable under Section 1441(a) so long as a federal district court can assume
`jurisdiction over the action.”); Gibbons v. Bristol-Myers Squibb Co., 919 F.3d 699, 707 (2d Cir.
`2019) (same); Encompass Ins. Co. v. Stone Mansion Rest. Inc., 902 F.3d 147, 154 (3d Cir. 2018)
`(same); McCall v. Scott, 239 F.3d 808, 813 n.2 (6th Cir. 2001) (same). District courts within this
`circuit have agreed. See Monfort v. Adomani, Inc., No. 18-CV-05211, 2019 WL 131842, at *4
`(N.D. Cal. Jan. 8, 2019) (“By its plain language, 28 U.S.C. § 1441(b)(2) permits an in-state
`defendant who has not been joined and served to remove a case to federal court on the basis of
`diversity jurisdiction.”) (emphasis in original); Amato v. Holladay Bank and Trust, No. CV-20-
`01013, 2020 WL 4814254, at *2 (D. Ariz. Aug. 18, 2020), (“At least four federal appellate
`courts, as well as courts within the Ninth Circuit, have concluded that Section 1441(b)(2) is
`inapplicable in this circumstance.”); Republic Western Ins. Co. v. International Ins. Co., 765 F.
`Supp. 628, 629 (N.D. Cal. 1991) (“Because [resident defendant] had not yet been served at the
`time [defendant] filed its removal petition, the language of § 1441(b) mandates the finding that
`this case was properly removed.”); Regal Stone Ltd. v. Longs Drug Stores Cal., LLC, 881 F.
`Supp. 2d 1123, 1127 (N.D. Cal. 2012) (courts in this district “hold that the clear and
`unambiguous language of the statue only prohibits removal after a properly joined forum
`defendant has been served”); Global Industrial Investment Limited v. Chung, No. 19-CV-07670,
`2020 WL 2027374, at *4 (N.D. Cal. Apr. 28, 2020) (clarifying that this “holding applies
`regardless of whether there is a single defendant or multiple defendants”).
`
`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 4
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`

`

`Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 5 of 6
`
`C.
`
`Propriety of Removal
`This action is removable to this Court under 28 U.S.C. § 1441 because this Court would
`have had original jurisdiction over Plaintiff’s claims had Plaintiff elected to file the action initially
`in federal court. This Court is the United States District Court for the district and division
`embracing the place where the state court action is pending, and is therefore the appropriate court
`for removal pursuant to 28 U.S.C. § 1441(a).
`
`D.
`
`Receipt of Initial Pleading and Timeliness of Removal
`Defendant Amazon has not been served with Plaintiff’s Summons and Complaint, but
`Amazon’s counsel, Wachtell, Lipton, Rosen & Katz, received a courtesy copy from Plaintiff’s
`counsel on March 22, 2021. This notice is filed within thirty (30) days of such receipt as required
`by 28 U.S.C. § 1446(b)(1).
`
`E.
`
`The State-Court Complaint and other Pleadings
`Attached to this Notice is a true copy of the Complaint which Plaintiff filed in the action
`pending in state court. All other process, pleadings or orders filed in the state court in this Action
`will be filed, together with the verification of Defendant’s counsel, within 14 days of the filing of
`this Notice, as required by Local Rules W.D. Wash. LCR 101(b).
`
`F.
`
`No Waiver and Reservation of Rights
`Amazon has not filed any responsive pleading or motion in the Action. The time in which
`Amazon is required by the laws of the State of Washington to answer or otherwise move against
`the complaint has not commenced, let alone elapsed. By filing this Notice of Removal, Amazon
`does not waive any defense available to it including, but not limited to, any objections to service
`of process, personal jurisdiction or venue, and reserves all rights and waives none, including but
`not limited to the right to bring a motion to dismiss the claims in the Action under Rule 12 of the
`Federal Rules of Civil Procedure.
`Amazon reserves the right to amend or supplement this Notice of Removal.
`
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`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 5
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`

`

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`Case 2:21-cv-00409 Document 1 Filed 03/26/21 Page 6 of 6
`
`Accordingly, Amazon respectfully requests that this Action proceed before this Court as
`an action properly removed from the Superior Court of Washington for King County to the
`United States District Court for the Western District of Washington.
`
`DATED: March 26, 2021
`
`By: s/ Sean C. Knowles
`Sean C. Knowles WSBA #39893
`
`By: s/ Joseph E. Bringman
`Joseph E. Bringman WSBA #15236
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Telephone: 206.359.8000
`Facsimile: 206.359.9000
`Email: SKnowles@perkinscoie.com
`
`JBringman@perkinscoie.com
`Attorneys for Defendant AMAZON.COM,
`INC.
`
`NOTICE OF REMOVAL
`(No. 2:21-cv-409) – 6
`LEGAL151963361.1
`
`Perkins Coie LLP
`1201 Third Avenue, Suite 4900
`Seattle, WA 98101-3099
`Phone: 206.359.8000
`Fax: 206.359.9000
`
`