Case 2:11-cv JLR Document 13 Filed 05/27/11 Page 1 of 3 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE

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1 Case :-cv-00-jlr Document Filed 0// Page of The Honorable James L. Robart UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE 0 AMAZON.COM, INC., a Delaware corporation, v. Plaintiff, NATIONAL ASSOCIATION OF COLLEGE STORES, INC., an Ohio corporation, Defendant. No. :-cv-00 DEFENDANT S CORPORATE DISCLOSURE STATEMENT CORPORATE DISCLOSURE STATEMENT Case No. :-cv-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

2 Case :-cv-00-jlr Document Filed 0// Page of CORPORATE DISCLOSURE STATEMENT Pursuant to Fed. R. Civ. P..(a), Defendant National Association of College Stores, Inc. ( NACS ) submits this Corporate Disclosure Statement. NACS is a not-for-profit corporation organized under the laws of Ohio. NACS has no corporate parent, and there are no publicly-held companies that own 0% or more of the stock of NACS. DATED this th day of May,. 0 ARENT FOX LLP /s/ Ralph A. Taylor, Jr. Ralph A. Taylor, Jr., Admitted Pro Hac Vice Matthew Wright, Admitted Pro Hac Vice Attorneys for Defendant National Association of College Stores, Inc. 00 Connecticut Avenue, N.W. Washington, DC 0 Telephone: () -000 Facsimile: () - wright.matthew@arentfox.com taylor.ralph@arentfox.com OF COUNSEL ARENT FOX LLP Marc L. Fleischaker Brian D. Schneider Counsel for Defendant National Association of College Stores, Inc. 00 Connecticut Avenue, N.W. Washington, DC 0 Telephone: () -000 Facsimile: () -. /s/ Charles P. Rullman Tim J. Filer, WSBA No. Charles P. Rullman, WSBA No. Attorneys for Defendant National Association of College Stores, Inc. Third Avenue, Suite 00 Seattle, Washington 0- Telephone: () -00 Facsimile: () filet@foster.com rullc@foster.com CORPORATE DISCLOSURE STATEMENT - Case No. :-cv-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

3 Case :-cv-00-jlr Document Filed 0// Page of 0 DECLARATION OF SERVICE I, Colleen Hickman, state that I am a citizen of the United States of America and a resident of the State of Washington, I am over the age of twenty one years, I am not a party to this action, and I am competent to be a witness herein. I electronically filed the document titled DEFENDANT S CORPORATE DISCLOSURE STATEMENT with the Clerk of the Court using the CM/ECF System, who will electronically send notification of such filing to the following parties who have appeared in this action as of today s date: Tim J Filer filet@foster.com, howej@foster.com Thomas Jirgal tjirgal@loeb.com, chdocket@loeb.com Vanessa Soriano Power vspower@stoel.com, sea_docket@stoel.com, ldlomax@stoel.com Charles P Rullman, III rullc@foster.com, hickc@foster.com Regan Smith rasmith@loeb.com, chdocket@loeb.com Ralph A. Taylor, Jr taylor.ralph@arentfox.com Matthew M. Wright wright.matthew@arentfox.com There are no other parties who have appeared in this action as of today s date that need to be served manually. I DECLARE under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct. DATED this th day of May,. Colleen Hickman CORPORATE DISCLOSURE STATEMENT - Case No. :-cv-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

4 Case :-cv-00-jlr Document Filed 0// Page of The Honorable James L. Robart 0 AMAZON.COM, INC., a Delaware corporation, UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON AT SEATTLE No. :-cv-00 v. Plaintiff, NATIONAL ASSOCIATION OF COLLEGE STORES, INC., an Ohio corporation, Defendant. DEFENDANT S MOTION TO DISMISS COMPLAINT FOR DECLARATORY RELIEF PURSUANT TO FED. R. CIV. P. (b)() and (b)() NOTE ON MOTION CALENDAR: Friday, June, Oral Argument Requested DEFENDANT S MOTION TO DISMISS Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

5 Case :-cv-00-jlr Document Filed 0// Page of TABLE OF CONTENTS 0 Page INTRODUCTION... FACTUAL BACKGROUND... The Parties.... Recent Dealings Between NACS and Amazon.... LEGAL STANDARDS FOR DISMISSAL... Standard for Dismissal Under Fed. R. Civ. P. (b)()... Standard for Dismissal Under Fed. R. Civ. P. (b)()... ARGUMENT... I. Amazon s Suit for Declaratory Judgment Should Be Dismissed for Lack of Subject Matter Jurisdiction Because There Is No Case or Controversy... A. Amazon Does Not Have Standing to Bring Suit Against NACS Because It Cannot Identify any Concrete, Imminent Injury That Is Fairly Traceable to NACS.... B. Amazon s Fear of FTC Enforcement Is Remote, Speculative, and Not Ripe for Adjudication.... II. In Addition or Alternatively, Amazon s Suit for Declaratory Judgment Should Be Dismissed Because This Court Lacks Personal Jurisdiction over NACS... A. There Is No Basis to Exercise General Jurisdiction over NACS... B. There Is Also No Basis to Exercise Specific Jurisdiction over NACS... C. The Court Should Grant NACS an Award of Its Attorneys Fees Under Wash. Rev. Code..()... III. This Lawsuit, if Permitted, Would Undermine Self-Regulation in Advertising Disputes and Clog the Courts with Similar Preemptive Suits.... CONCLUSION... DEFENDANT S MOTION TO DISMISS - i Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

6 Case :-cv-00-jlr Document Filed 0// Page of TABLE OF AUTHORITIES CASES Page(s) 0 Abbott Labs. v. Gardner, U.S. ()... Americopters, LLC v. Fed. Aviation Admin., F.d (th Cir. 0)... AMF, Inc. v. Brunswick Corp., F. Supp. (E.D.N.Y. )... Bancroft & Masters, Inc. v. Augusta Nat. Inc., F.d 0 (th Cir. 00)...,, Bennett v. Spear, U.S. ()..., Chan v. Society Expeditions, Inc., F.d ( th Cir. )..., Doe v. Unocal Corp., F.d (th Cir. 0)... Donatelli v. Nat'l Hockey League, F.d (st Cir. 0)... Easter v. Am. W. Fin., F.d (th Cir. 0)... Ex Parte Young, U.S. (0)... F.X. Maltz, Ltd. v. Morgenthau, F.d (d Cir. )... Gladstone Realtors v. Village of Bellwood, U.S. ()... Helicopteros Nacionales de Colombia, S.A. v. Hall, U.S. 0 ()... International Shoe Co. v. Washington, U.S. 0 ()... DEFENDANT S MOTION TO DISMISS - ii Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

7 Case :-cv-00-jlr Document Filed 0// Page of 0 Jason v. UNITE HERE, C0- JLR, 0 WL 00 (W.D. Wash. Dec., 0)...,, Lee v. Oregon, 0 F.d (th Cir. )... Lewis v. Continental Bank Corp., U.S. (0)... Lujan v. Defenders of Wildlife, 0 U.S. ()..., Marks v. Garman, C0-FDB/JKA, 0 WL (W.D. Wash. Jan., 0)... Md. Cas. Co. v. Pac. Coal & Oil Co., U.S. 0 ()... MedImmune, Inc. v. Genentech, Inc., S. Ct. (0)..., O.B. Williams Company v. S.A. Bendheim West, Inc., C0-JLR, 0 WL 00 (W.D. Wash. Aug. 0, 0)... Olitt v. Vacco, Civ., WL 0 (S.D.N.Y. Dec., )..., 0, Omeluk v. Langsten Slip & Batbyggeri A/S, F.d (th Cir. )... Pacific Legal Found. v. State Energy Resources, F.d 0 (th Cir. )... Peterson v. Kennedy, F.d (th Cir. )... Pub. Serv. Comm n v. Wycoff, U.S. ()... Russian Standard Vodka (USA), Inc. v. Allied Domecq Spirits & Wine USA, Inc., et al., F.Supp.d (S.D.N.Y. 0)... Sacks v. Office of Foreign Assets Control, F.d (th Cir. 0)... DEFENDANT S MOTION TO DISMISS - iii Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

8 Case :-cv-00-jlr Document Filed 0// Page of 0 Schwarzenegger v. Fred Martin Motor Co., F.d (th Cir. 0)..., Scott Fetzer Co. v. Weeks, P.d (Wash. 0)... St. Clair v. City of Chico, 0 F.d (th Cir. )... Steffel v. Thompson, U.S. ()..., Texas v. United States, U.S. ()..., United Pub. Workers v. Mitchell, 0 U.S. ()..., United States v. SCRAP, U.S. ()...0 W. Birkenfeld Trust v. Bailey, F. Supp. (E.D. Wash. )... Warth v. Seldin, U.S. 0 ()... White v. Lee, F.d (th Cir. 00)... Whitmore v. Arkansas, U.S. (0)..., 0 Wilton v. Seven Falls Co., U.S. ()... Yahoo! Inc. v. La Ligue Contre Le Racisme Et L'Antisemitisme, F.d ( th Cir. 0)... Ziegler v. Indian River Cnty., F.d 0 (th Cir. )... STATUTES U.S.C.... DEFENDANT S MOTION TO DISMISS - iv Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

9 Case :-cv-00-jlr Document Filed 0// Page of U.S.C...., U.S.C. (a)... Lanham Act ( U.S.C. 0, et seq.)..., Wash. Rev. Code..., OTHER AUTHORITIES 0B Charles Alan Wright et al., Federal Practice and Procedure (d ed. )... Fed. R. Civ. P. (b)... passim 0 DEFENDANT S MOTION TO DISMISS - v Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

10 Case :-cv-00-jlr Document Filed 0// Page of 0 INTRODUCTION The case or controversy requirement of Article III of the Constitution reflects the role of federal courts in our system of limited government. In accordance with the Constitution s division of governmental authority, the federal courts give no opinions except in legal cases brought under specific laws and involving the actual litigation of concrete interests between adverse parties. By bringing this action, Amazon.com, Inc. ( Amazon ) invites this Court to disregard more than 0 years of Constitutional precedent and provide an advisory opinion as to the veracity of advertising statements that are not the subject of any prior, actual or threatened litigation. The suit wholly lacks proper purpose or merit. On March, The National Association of College Stores, Inc. ( NACS ) initiated a proceeding before the National Advertising Division of the Better Business Bureau ( NAD ) to determine the truthfulness of, and substantiation for, several advertising claims published on Amazon s Web site. Amazon could have participated in the advertising review process before the NAD. Alternatively, it could have refused to participate and faced no legal consequence -- the NAD is a voluntary, self-regulatory, and non-adjudicative body with no enforcement authority. Instead, Amazon exploited the rules of the NAD (which requires termination of reviews that are the subject of litigation) and manufactured this declaratory judgment action against NACS, a non-profit, non-resident that has not threatened Amazon with any suit in any court. Ironically, the relief that Amazon seeks here is the same relief the NAD might have provided. Amazon instead brought this suit to prevent the NAD s review of its claims and to discourage the use of the NAD s voluntary self-enforcement of truth in advertising. Under Article III of the Constitution, federal courts may adjudicate only actual, ongoing cases or controversies. To invoke the jurisdiction of a federal court, a litigant must have suffered, or be threatened with, an actual injury traceable to the defendant and likely to be redressed by a favorable judicial decision. Article III denies federal courts the power to decide questions that cannot affect the rights of litigants in the case before them and confines them to resolving real and substantial controvers[ies] admitting of specific relief through a decree of a conclusive character, as distinguished from an opinion advising what the law would be upon a hypothetical state of facts. Lewis v. Continental Bank Corp., U.S., - (0) (internal citations omitted). DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

11 Case :-cv-00-jlr Document Filed 0// Page of 0 Amazon does not present a valid or justiciable case or controversy and seeks only an impermissible advisory opinion. Furthermore, even if Amazon s claims were justiciable, this Court lacks personal jurisdiction over NACS. Accordingly, the Court should summarily dismiss the suit with prejudice, and award NACS its attorneys fees as costs. FACTUAL BACKGROUND The Parties NACS is a not-for-profit trade association representing the campus retailing industry. See Declaration of Edward L. Schlichenmayer ( Schlichenmayer Decl. ). NACS is headquartered in Oberlin, Ohio, with branch offices in Washington, DC, and Albany, New York. Id.. NACS members include more than,000 stores serving colleges, universities, and K- schools in the United States, Canada, and around the world; more than,000 companies supplying goods and services to college stores; and higher education professionals, organizations, associations, and others interested in the industry s vitality. Id.. NACS members operate independently of NACS. Id.. NACS does not control the actions of its members or their employees. Id. NACS is not licensed or registered to do business in the State of Washington. See Schlichenmayer Decl.. NACS has no offices, property, bank accounts, telephone numbers or listings, post office boxes, or employees in Washington. Id. To the best of its knowledge, NACS has neither brought suit nor been sued in the state or federal courts of Washington. Id. According to the factual allegations of its Complaint, Amazon is a Delaware corporation with its principal place of business in Seattle, Washington. Amazon is one of the largest online retailers in the United States and sells, among other things, new and used college textbooks through its Web site. See Complaint at. Amazon does not allege that NACS is a competitor, although the Complaint alleges at - that Amazon competes with NACS s members in the sale of college textbooks. DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

12 Case :-cv-00-jlr Document Filed 0// Page of 0 Recent Dealings Between NACS and Amazon In recent months, Amazon has published advertisements on its Web site and near college campuses that make comparative claims about the prices of new and used textbooks and textbook buyback services offered by Amazon. These advertisements raised concerns on the part of NACS that Amazon s claims were not adequately substantiated and potentially misled consumers. On February,, NACS s counsel wrote to Amazon to voice its concerns about the accuracy of Amazon s advertising and to request explanations of several of Amazon s pricing claims. See Feb., letter from M. Fleischaker to L. M. Williams, attached as Ex. to the Schlichenmayer Decl. This letter does not allege that Amazon violated any provision of the Lanham Act (or any other law), nor does it threaten to pursue any legal action in state or federal court. Rather, the letter states that [a] lack of documentation could justify initiation of a proceeding before the National Advertising Division [of the Better Business Bureau]. Id. at. Amazon s legal department replied by letter two weeks later, indicating that its advertising claims were substantiated to Amazon s own satisfaction. Amazon declined to share any explanation or substantiating information with NACS. See Feb., letter from J. Unruch to M. Fleischaker, attached as Ex. to the Schlichenmayer Decl. On March,, NACS initiated a proceeding before the NAD with respect to several of the advertising claims published on Amazon s Web site. The NAD is the premier arbiter of advertising disputes in the United States. Created in by the Council of Better Business Bureaus and the advertising industry s leading trade associations, the NAD s mission is to review national advertising for truthfulness and accuracy and foster public confidence in the credibility of advertising. See Through its voluntary, self-regulatory advertisement review process, it aims to provide the most effective, efficient and least expensive forum in the United States for settling advertising disputes. A Federal Trade Commission ( FTC ) report on self-regulation in the alcohol industry noted that the NAD is an especially effective model of self regulation... that has handled over,00 cases since, and that in DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

13 Case :-cv-00-jlr Document Filed 0// Page 0 of The NAD s procedure is straightforward: The challenger and the advertiser each make one or two written submissions, the NAD holds a meeting with each party, and the NAD issues its decision, typically all within two to four months. Compliance with NAD recommendations is voluntary; if, however, a party does not participate in the proceeding or does not agree to modify its advertising in response to an NAD recommendation, the NAD rules provide that it may refer the matter to the FTC or another appropriate governmental authority. See NAD Procedures at Section.(F) and.. (A complete copy of the NAD s procedures is attached as Ex. to the Schlichenmayer Decl.) The extent to which the FTC or other authorities investigate or take further action with respect to any matter in fact referred by the NAD is solely within their 0 enforcement discretion. NACS has no ability to enforce a favorable determination from the NAD even if it received one. Similarly, the NAD has no power to enforce its determination and no power to require the FTC or any other authority to investigate or take any enforcement action against Amazon. In short, the NAD provides the parties (and the larger industry) with an unbiased but non-binding, non-adjudicative advisory opinion. Amazon refused to participate in the NAD s self-regulatory dispute resolution process. Instead, Amazon brought the instant suit against NACS, seeking a broad declaration from the Court that none of its advertising claims violate any provision of the Lanham Act ( U.S.C. 0, et seq.). The same day this suit was filed, the NAD issued a brief statement administratively closing the case because, under NAD Rules Sec..(B)(i)(b), it cannot accept cases that are the subject of pending litigation. See Schlichenmayer Decl. at Ex.. virtually all cases advertising found to be misleading has been discontinued or modified voluntarily. (last accessed May, ). When an advertiser disagrees with the NAD's findings, the decision can be appealed to the National Advertising Review Board ( NARB ) for additional review. See Schlichenmayer Decl. Ex. at Section. If the advertiser does not respond or otherwise does not comply with the NARB s recommendations, NAD may refer the file to an appropriate government agency for further investigation. See id. at Section.(B). Section of the Federal Trade Commission Act prohibits an advertiser from making misleading or deceptive claims about its product. See U.S.C. ; see also Federal Trade Commission, FTC Policy Statement on Deception, (last visited May, ). DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

14 Case :-cv-00-jlr Document Filed 0// Page of 0 LEGAL STANDARDS FOR DISMISSAL Standard for Dismissal Under Fed. R. Civ. P. (b)() Fed. R. Civ. P (b)() authorizes the dismissal of a case for lack of subject matter jurisdiction when the district court lacks the statutory and constitutional power to adjudicate the case. See Marks v. Garman, No. C0-FDB/JKA, 0 WL, * (W.D. Wash. Jan., 0), quoting Home Builders Ass'n of Miss., Inc. v. City of Madison, F.d 00, 00 (th Cir. ). Article III of the Constitution limits the exercise of judicial power of the United States to actual cases or controversies. Lujan v. Defenders of Wildlife, 0 U.S. (). The Article III case or controversy provision requires that the plaintiff have standing to bring a claim and that the controversy be ripe for adjudication to prevent courts from becoming enmeshed in abstract questions which have not concretely affected the parties. Pacific Legal Found. v. State Energy Resources, F.d 0, (th Cir. ). The party invoking the court s authority has the burden of demonstrating that he or she has standing to bring the action and that the matter is ripe for adjudication. W. Birkenfeld Trust v. Bailey, F.Supp., (E.D. Wash. ). Attacks on subject matter jurisdiction under Fed. R. Civ. P. (b)() can be either facial, confining the inquiry to allegations in the complaint, or factual, permitting the court to look beyond the complaint. White v. Lee, F.d, (th Cir. 00). [T]he district court is not confined by the facts contained in the four corners of the complaint it may consider facts and need not assume the truthfulness of the complaint. Americopters, LLC v. Fed. Aviation Admin., F.d, n. (th Cir. 0). The court need not presume the truthfulness of the plaintiffs allegations and may consider affidavits furnished by both parties. White, F.d at. If the moving party files a factual motion by presenting affidavits or other evidence properly brought before the court, the party opposing the motion must furnish affidavits or other evidence necessary to satisfy its burden of establishing subject matter jurisdiction. St. Clair v. City of Chico, 0 F.d, (th Cir. ). DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

15 Case :-cv-00-jlr Document Filed 0// Page of 0 Standard for Dismissal Under Fed. R. Civ. P. (b)() A court must dismiss a complaint when it lacks personal jurisdiction over a defendant who does not possess sufficient contacts with the forum. Fed. R. Civ P. (b)(); Intern. Shoe Co. v. Washington, U.S. 0, (). The plaintiff has the burden to show by affirmative proof that jurisdiction exists. Schwarzenegger v. Fred Martin Motor Co., F.d, 00 (th Cir. 0). Personal jurisdiction may be either general or specific. General jurisdiction involves an exacting standard of proof, by which the plaintiff must show continuous and systematic general business contacts that approximate physical presence in the forum state by the defendant. Schwarzenegger, F.d at 0 (internal citations and quotations omitted). Factors to be taken into consideration are whether the defendant makes sales, solicits or engages in business in the state, serves the state s markets, designates an agent for service of process, holds a license, or is incorporated there. Bancroft & Masters, Inc. v. Augusta Nat. Inc., F.d 0, 0 (th Cir. 00). Simply engaging in commerce in the state is insufficient. Id. The Ninth Circuit rarely finds general personal jurisdiction over a non-resident defendant, even where the defendant s contacts were quite extensive. Jason v. UNITE HERE, C0- JLR, 0 WL 00, at * (W.D. Wash. Dec., 0) (Robart, J.) (quoting Amoco Egypt Oil Co. v. Leonis Navigation Co., F.d, n. (th Cir. )). Specific jurisdiction is much narrower. It permits the exercise of jurisdiction over a defendant only when the cause of action arises from the defendant s contacts with the forum. Schwarzenegger, F.d at 0-. ARGUMENT Amazon s Complaint is not justiciable because there is no case or controversy between adverse litigants; the plaintiff lacks standing to bring the action, and the matter is not ripe for adjudication in the first instance. Moreover, Amazon has failed to demonstrate that this Court has personal jurisdiction over non-resident defendant NACS. Thus, the Complaint must be DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

16 Case :-cv-00-jlr Document Filed 0// Page of 0 dismissed pursuant to both Fed. R. Civ. P. (b)() and (b)(). But even if the Court determines that it has jurisdiction to decide this dispute, equitable and prudential considerations weigh against the Court exercising its discretion to accept this suit for declaratory judgment. I. Amazon s Suit for Declaratory Judgment Should Be Dismissed for Lack of Subject Matter Jurisdiction Because There is No Case or Controversy. Article III of the Constitution limits the jurisdiction of the federal courts to actual cases and controversies, as distinguished from advisory opinions. F.X. Maltz, Ltd. v. Morgenthau, F.d, (d Cir. ). In the context of the Declaratory Judgment Act, the Supreme Court has held that the question a court must ask is whether the facts alleged, under all the circumstances, show that there is a substantial controversy, between parties having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a declaratory judgment. Md. Cas. Co. v. Pac. Coal & Oil Co., U.S. 0, () (emphasis added). The Supreme Court recently reaffirmed that an actual controversy for purposes of the Declaratory Judgment Act exists only where a dispute is: [D]efinite and concrete, touching the legal relations of parties having adverse legal interests; and [is]... real and substantial and admi[ts] of specific relief through a decree of a conclusive character, as distinguished from an opinion advising what the law would be upon a hypothetical state of facts. MedImmune, Inc. v. Genentech, Inc., S. Ct., (0) (quotations omitted). The Court s evaluation of whether a justiciable case or controversy exists here turns upon its analysis of two closely related (and often overlapping) constitutional doctrines: standing and ripeness. Article III s case or controversy provision creates an irreducible constitutional minimum of standing for all federal court plaintiffs, who must demonstrate each of the following: () that the plaintiff have suffered an injury in fact, an invasion of a judicially cognizable interest which is (a) concrete and particularized and (b) actual or imminent, not conjectural or hypothetical; () that there be a causal connection between the injury and the conduct complained of -- the injury must be fairly traceable to the challenged action of the defendant, and not the DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

17 Case :-cv-00-jlr Document Filed 0// Page of result of the independent action of some third party not before the court; and () that it be likely, as opposed to merely speculative, that the injury will be redressed by a favorable decision. Bennett v. Spear, U.S., (); Lujan, 0 U.S. at 0-. For a suit to be ripe 0 within the meaning of Article III, it must present concrete legal issues, presented in actual cases, not abstractions. United Pub. Workers v. Mitchell, 0 U.S., () (quoting Elec. Bond & Share Co. v. Sec. & Exch. Comm n, 0 U.S., ()). Whereas standing is primarily concerned with who is a proper party to litigate a particular matter, ripeness addressees when that litigation may occur. Lee v. Oregon, 0 F.d, (th Cir. ) (emphasis in original); see also Sacks v. Office of Foreign Assets Control, F.d, (th Cir. 0) ( [T]he constitutional component of the ripeness inquiry... in many cases... coincides squarely with standing's injury in fact prong. ) Together, the standing and ripeness tests determine whether the case or controversy requirement is met. If Amazon cannot demonstrate the existence of both standing and ripeness, the Court must dismiss the case for lack of a justiciable case or controversy. A. Amazon Does Not Have Standing to Bring Suit Against NACS Because It Cannot Identify any Concrete, Imminent Injury That Is Fairly Traceable to NACS. The question of standing is ultimately a threshold determination concerning whether the litigant is entitled to have the court decide the merits of the dispute or of particular issues. Warth v. Seldin, U.S. 0, (). Amazon lacks standing to sue NACS because it has not satisfied the first two factors of analysis: () Amazon has not suffered any actual or imminent harm ( injury-in-fact ) that is () fairly traceable to action by NACS and not by the independent action of some third party ( causation ). Lujan, 0 U.S. at 0. Any suggestion that NACS poses an actual or imminent risk of injury to Amazon is belied by the facts alleged (and the notable omission of certain allegations) in Amazon s Complaint. For example, Amazon does not See also Gladstone Realtors v. Village of Bellwood, U.S., -00 () ( A plaintiff must always have suffered a distinct and palpable injury to himself that is likely to be redressed if the requested relief is granted. ) (internal quotation omitted). DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

18 Case :-cv-00-jlr Document Filed 0// Page of 0 allege that NACS threatened a Lanham Act Section (a) suit or any other cause of action. In its February, letter to Amazon, NACS merely requested that Amazon review its textbook pricing and advertising policies and provide NACS with an explanation of, and substantiation for, advertising claims that made certain price comparisons. See Schlichenmayer Decl. at Ex.. Amazon declined to provide a substantive reply to NACS s request for substantiation, and as a result NACS filed its NAD challenge on March,. The filing of the NAD proceeding, which is specifically designed to resolve advertising disputes without resort to the courts, cannot give rise to a justiciable claim or controversy. Neither the NAD nor NACS can take any action to compel Amazon to modify or withdraw its advertising claims through the NAD s process of voluntary self-regulation. The NAD cannot assess any penalties, nor can it award any damages. At most, the NAD may refer the matter to the FTC for further review if it reaches a decision adverse to the advertiser and the advertiser fails to voluntarily comply with the NAD s corrective recommendation(s). See Complaint at ; see also Schlichenmayer Decl. Ex. at Secs..(F) and.. The extent to which the FTC or other law enforcement agencies investigate or take further action with respect to Amazon s advertising claims is commended solely to their independent enforcement discretion. The mere possibility of future enforcement by the FTC does not present a concrete, imminent injury or threat of injury that is fairly traceable to NACS that might give rise to an actual case or controversy as between Amazon and NACS. Rather, the threat of any FTC action is the kind of speculative and independent action of a third party that defeats standing. See Bennett, U.S. at ; see also Olitt v. Vacco, Civ., WL 0, * (S.D.N.Y. Dec., ); Whitmore v. Arkansas, U.S., (0) ( Allegations of possible future injury do not satisfy the requirements of Art[icle] III. A threatened injury must be certainly impending to constitute injury in fact. ). In Olitt, the plaintiff filed suit against the New York Attorney General seeking, among other things, a declaratory judgment that despite plaintiff s disbarment as an attorney, he was still DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

19 Case :-cv-00-jlr Document Filed 0// Page of 0 entitled to represent parties to securities arbitrations. WL 0 at *. Plaintiff alleged that two complaints had been filed against him for the unauthorized practice of law, but admitted that no action had been taken against him and no criminal or quasi criminal proceedings were pending against him. Id. at * and *. The court dismissed the declaratory judgment claim for lack of subject matter jurisdiction, holding that the possibility [t]hat plaintiff may do or say something in the future to prompt an official action by the state presents a contingent, not an actual, controversy and is an insufficient basis for this court s jurisdiction. Id. at *. To have standing to sue, Amazon must identify some injury to legal rights or legally protected interests that is attributable to NACS, and it must show that the alleged injury has occurred, is imminent, or is certainly impending: [A] litigant first must clearly demonstrate that he has suffered an injury in fact. That injury, we have emphasized repeatedly, must be concrete in both a qualitative and temporal sense. The complainant must allege an injury to himself that is distinct and palpable, as opposed to merely abstract, and the alleged harm must be actual or imminent, not conjectural or hypothetical... A federal court is powerless to create its own jurisdiction by embellishing otherwise deficient allegations of standing. See Whitmore, U.S. at -. The allegations of injury or actual controversy that Amazon pleads are too attenuated and not sufficiently imminent to establish standing to assert a The Supreme Court in Whitmore analyzed United States v. SCRAP, U.S. (), which it said surely went to the very outer limit of the law as one of the most attenuated injuries conferring Article III standing. U.S. at. In SCRAP, an environmental group challenged the Interstate Commerce Commission s ( ICC s ) approval of a surcharge on railroad freight rates, claiming that the ICC s action on the Washington metropolitan area would increase the use of non-recyclable commodities, which in turn would cause an adverse environmental impact and cause the group s members to suffer economic, recreational and aesthetic harm. U.S. at. More specifically, the environmental group alleged specific and perceptible harms -- depletion of natural resources and increased littering -- that would befall its members imminently if the ICC orders were not reversed. That bald statement, even if incorrect, was held sufficient to withstand a motion to dismiss, because the SCRAP plaintiff may have been able to show at trial that the string of occurrences alleged would happen immediately. Id. at. Even under the analysis of the standing question in SCRAP, Amazon s asserted injury is not enough to establish jurisdiction. Amazon does not make -- and could not responsibly make -- a similar claim of immediate harm. To paraphrase Whitmore, [i]t is just not possible for [Amazon] to prove in advance that [the NAD s possible adverse opinion and referral of certain advertising claims to the FTC for review and investigation] will lead to any particular result in its case. Thus, unlike the injury alleged in SCRAP, there is no amount of evidence that potentially could establish that [Amazon s] asserted future injury is real and immediate. See Whitmore, U.S. at. DEFENDANT S MOTION TO DISMISS - 0 Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

20 Case :-cv-00-jlr Document Filed 0// Page of 0 justiciable case or controversy against NACS. Id. By initiating a proceeding before the NAD, NACS sought only a determination by the NAD whether Amazon s pricing and refund claims were fairly and adequately substantiated. If the NAD found a lack of adequate substantiation, NACS hoped that Amazon would voluntarily comply with the NAD s corrective suggestions. But NACS could not compel Amazon s participation in that proceeding, nor could NACS or the NAD compel Amazon to take any action of any kind that might constitute a cognizable injury in fact. If Amazon wanted to avoid the NAD review altogether, it could have merely chosen not to participate. There is no reason to bring this suit for declaratory judgment against NACS. Amazon continues to sell textbooks on its Web site and to assert the same claims regarding which NACS expressed skepticism. Because Amazon fails to articulate any injury to it--much less an injury attributable to NACS that might confer standing to maintain this suit, the Court must dismiss the suit. B. Amazon s Fear of FTC Enforcement Is Remote, Speculative, and Not Ripe for Adjudication. A claim is not ripe for adjudication if it rests upon contingent future events that may not occur as anticipated, or indeed may not occur at all. Texas v. United States, U.S., 00 () (internal quotation omitted). That is so because, if the contingent events do not occur, a plaintiff will not have suffered an injury that is concrete and particularized enough to establish the first element of standing. In this way, ripeness and standing are intertwined. In Texas v. United States, the Court applied the ripeness doctrine to a suit filed by the state of Texas seeking a declaration that of the Voting Rights Act of did not apply to a Texas law which sought to hold local school boards accountable for student achievement in the public schools. U.S. at. The Texas statute set forth a comprehensive scheme by which the State Commissioner of Education was empowered to select from numerous possible sanctions when a local school district fell short of certain accreditation criteria including the appointment of a manager or management team to oversee the district s operations with authority to approve or disapprove actions taken by a school principal, the school board, or the district superintendent. Id. Pursuant to of the Voting Rights Act of, Texas applied for litigation preclearance from the United States Attorney General, who, in response, determined that certain provisions within the scheme might, under certain circumstances, result in violations of. Id. at -. The Supreme Court rejected the state s ensuing litigation, holding that the state s claim was not ripe for adjudication because it rested on future events that were too contingent. Id. at 00. The Texas scheme set forth numerous preconditions before the sanctions at issue would be imposed, prompting the Court DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

21 Case :-cv-00-jlr Document Filed 0// Page of 0 As discussed above, Amazon has not demonstrated that it is under imminent threat of injury from NACS or anyone else. The NAD proceeding that NACS initiated is voluntary and non-adjudicative. Amazon s claim presents only abstractions rather than the concrete legal issues required under the ripeness doctrine and depends upon the contingent future prospect of potential events, like future investigation and enforcement by the FTC. Id.; see also United Pub. Workers, 0 U.S. at. Any concrete or imminent risk of injury to Amazon could only come as a result of subsequent, discretionary FTC enforcement under the FTC Act (and only if Amazon s claims are ever referred to the FTC for review at some remote point in the future). Amazon s inchoate fear of possible FTC review and enforcement at some unspecified future time does not make this matter ripe for adjudication by this Court, at this time, against this defendant. Accord Olitt, WL 0, *. The Supreme Court has on limited occasions permitted litigants to challenge official action believed to be contrary to law through the Declaratory Judgment Act so as not to expose themselves to the risk of enforcement. See, e.g., Ex Parte Young, U.S. (0); Steffel v. Thompson, U.S. (); Abbott Labs. v. Gardner, U.S. (), overruled on other grounds by Califano v. Sanders, 0 U.S., 0 (). But such pre-enforcement review is justified only if the litigant is being coerced to alter its primary conduct by the threat of enforcement. In Steffel, for example, the petitioner sought a declaratory judgment that his to state that [u]nder these circumstances, where we have no idea whether or when such [a sanction will be imposed,] the issue is not fit for adjudication. Id. (internal quotations omitted) In Russian Standard Vodka (USA), Inc. v. Allied Domecq Spirits & Wine USA, Inc., et al., F.Supp.d, (S.D.N.Y. 0), the court held that the defendant s cease and desist letter and initiation of a proceeding at the NAD gave rise to an actual controversy under MedImmune. Even if the court s analysis of the issues was correct, that case is factually distinguishable on several grounds. First, the plaintiff s complaint asserted seven causes of action against defendants, only one of which was for declaratory judgment. (The remaining causes of action asserted claims for false advertising, false designation of origin, deceptive trade practices, unfair competition, and unjust enrichment.) There was unquestionably a case or controversy between the parties. Second, the cease and desist letter sent by defendants expressly warned plaintiff that, [m]aking false statements about a competitor product constitutes...unfair competition and false advertising under... the Federal Trademark Act.... Defendants later published a press release stating that they were exploring their legal remedies against the plaintiff. Third, there was a substantial history of public accusations asserted between the plaintiff and defendants regarding each other s products prior to the initiation of the NAD proceeding and the lawsuit. None of those facts are presented here. DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

22 Case :-cv-00-jlr Document Filed 0// Page of 0 handbilling activity was protected speech. Petitioner had been twice warned to stop handbilling on an exterior sidewalk of a shopping center and had been threatened by police with arrest for violation of Georgia criminal trespass law if he failed to do so. The Supreme Court held that the case presented an actual controversy under Article III of the Constitution and the Federal Declaratory Judgment Act because the alleged threats of prosecution in the circumstances alleged were not imaginary or speculative and it was unnecessary for petitioner to expose himself to actual arrest or prosecution to make his constitutional challenge. Steffel, U.S. at. In comparison, Amazon s complaint critically lacks any allegation that the FTC or any other authority has threatened it with enforcement proceedings under Section of the FTC Act or is otherwise coercing Amazon to modify its advertising claims. Absent a real and imminent threat of enforcement, there is no need for judicial intervention because Amazon has failed to show how any protected interests are at stake. Because Amazon s claimed injury is only imaginary or speculative, its declaratory judgment claim is neither ripe nor justiciable and should be dismissed. Otherwise, any party that faced unthreatened, but remotely possible, litigation could file suit under the Declaratory Judgment Act. II. In Addition or Alternatively, Amazon s Suit for Declaratory Judgment Should Be Dismissed Because This Court Lacks Personal Jurisdiction over NACS. A court can exercise its power over a non-resident defendant (absent the defendant's consent) only if it has general or specific jurisdiction. Bancroft & Masters, F.d at 0. Even if this Court possessed subject matter jurisdiction to adjudicate this dispute (which it does not), the Court lacks personal jurisdiction because NACS does not have sufficient contacts with the State of Washington to satisfy constitutional due process considerations. See Helicopteros Nacionales de Colombia, S.A. v. Hall, U.S. 0, (). Amazon s allegations do not and cannot satisfy the tests for either general or specific personal jurisdiction. DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

23 Case :-cv-00-jlr Document Filed 0// Page of 0 Personal jurisdiction over a nonresident defendant is tested by a two-part analysis. First, the exercise of jurisdiction must satisfy the requirements of the applicable state long-arm statute. Second, the exercise of jurisdiction must comport with federal due process. Chan v. Society Expeditions, Inc., F.d, 0-0 ( th Cir. ). Because the Washington State longarm statute is coextensive with the outer limits of due process, the Court need analyze only the second part of the test. See Easter v. Am. W. Fin., F.d, 0 (th Cir. 0) ( Washington's long-arm statute, section.. of the Washington Revised Code, permits the exercise of jurisdiction to the full extent of the due process clause of the United States Constitution. ). A. There Is No Basis to Exercise General Jurisdiction over NACS. Where a defendant has substantial or continuous and systematic contacts with the forum state, it is subject to general jurisdiction and can be haled into court on any action, even one unrelated to its contacts. As noted above, a plaintiff asserting general jurisdiction must meet an exacting standard. See UNITE HERE, 0 WL 00, at *-, quoting Schwarzenegger, F.d at 0. A defendant is not subject to general jurisdiction unless its contacts are so substantial or continuous and systematic that they approximate physical presence in the forum state. Id. (quoting Bancroft & Masters, F.d at 0). The Ninth Circuit regularly [has] declined to find general jurisdiction even where the [defendant's] contacts were quite extensive. Id. (citing Amoco Egypt Oil Co., F.d at n. ). Amazon s Complaint alleges as a basis for arguing general jurisdiction that: () NACS has several members located in Washington, Complaint 0; () NACS conducts nationwide efforts to assist those members to compete with Amazon in Washington, id. ; and () that NACS collects dues from its Washington members, id.. But these allegations are insufficient to show that this Court may extend jurisdiction over NACS. The indisputable facts remain that NACS is a trade association based in Ohio. See Schlichenmayer Decl.. NACS has no offices or employees in Washington, and is not licensed or registered to do business there. DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

24 Case :-cv-00-jlr Document Filed 0// Page of 0 Id.. As a settled legal principle, NACS s receipt of dues from its local members cannot establish jurisdiction. See UNITE HERE, C0- JLR, 0 WL 00, *-. Instead, to establish jurisdiction over a national organization like NACS, Plaintiff must show that NACS controlled its local members or, at the very least, substantially influenced [their] decisionmaking.... Donatelli v. Nat'l Hockey League, F.d, (st Cir. 0) (no personal jurisdiction over NHL based on local team s contacts). Accord UNITE HERE, C0- JLR, 0 WL 00, at *- (no personal jurisdiction when national organization was not involved in the operations of the local member). Amazon has not made and cannot make any such allegations. NACS members operate independently of NACS, and NACS lacks the ability to control its members. See Schlichenmayer Decl.. That NACS has Washington-based members thus cannot constitute sufficient contacts such that it is fair to say that it is actually doing business in the forum state. See UNITE HERE, C0- JLR, 0 WL 00, at *. As a matter of fact and law, NACS simply does not maintain continuous and systematic contacts with Washington that might give rise to general jurisdiction. B. There Is Also No Basis to Exercise Specific Jurisdiction over NACS. The Ninth Circuit has held that specific jurisdiction exists where: () the defendant has done some act or consummated some transaction with the forum or performed some act by which it purposefully availed itself of the privilege of conducting activities in the forum, thereby invoking the benefits and protections of its laws, () the claim arises out of or results from the defendant's forum-related activities, and () the exercise of jurisdiction would be reasonable. Omeluk v. Langsten Slip & Batbyggeri A/S, F.d, 0 (th Cir. ) (citing Data Disc. Inc. v. Systems Tech. Assoc., Inc., F.d 0, (th Cir. )). The purposeful availment requirement ensures that a party has sufficient contacts with the forum state to put it on notice that it could be haled into court there; random, fortuitous, or attenuated contacts are not enough to satisfy the constitutional requirements of Due Process. See Ziegler v. Indian River DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

25 Case :-cv-00-jlr Document Filed 0// Page of 0 Cnty., F.d 0, ( th Cir. ). If the plaintiff meets his burden on the first two parts of the test, the burden shifts to the defendant to satisfy the third part by presenting a compelling case that the exercise of jurisdiction is unreasonable. Schwarzenegger, F.d at 0 (th Cir. 0) (citation omitted). Amazon has not established a prima facie case of specific jurisdiction because there is no evidence that its claim arises from any act of NACS that bears any connection to the State of Washington. To establish that a claim arises out of forum-related activities, a court must determine whether [a plaintiff s] claims would have arisen but for [a defendant s] contacts with the forum state. Doe v. Unocal Corp., F.d, (th Cir. 0). The NAD proceeding that purportedly gives rise to this demand for declaratory judgment was filed and initiated in the State of New York, not Washington. Complaint. There is no other action alleged in the Complaint that arises from any NACS contact with the State of Washington that might give rise to this Court s exercise of specific jurisdiction under the Washington long arm statute. Thus, this Court s exercise of specific personal jurisdiction over NACS would be unreasonable and in violation of Due Process. Because this Court does not have authority to exercise either general or specific jurisdiction over NACS, Amazon s Complaint must be dismissed pursuant to Fed. R. Civ. P. (b)(). 0 In Paragraph 0 of the Complaint, Amazon alleges that NACS s February, letter suggested that [NACS] may commence a legal challenge to Amazon s ability to advertise that it offers textbooks at up to 0% off of list price. The letter speaks for itself and does not threaten any lawsuit or allege any legal violation. Nevertheless, to the extent that Amazon might argue that this letter confers specific jurisdiction over NACS, the Ninth Circuit has definitively held that even a cease and desist letter (which NACS s letter is not) is not in and of itself sufficient to establish personal jurisdiction over the sender of the letter. Yahoo! Inc. v. La Ligue Contre Le Racisme Et L'Antisemitisme, F.d, ( th Cir. 0). 0 The venue statute, U.S.C., provides that in a civil action where subject matter jurisdiction is founded not solely on diversity, the action may be brought only in... () a judicial district where any defendant resides, if all defendants reside in the same State, () a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated, or () a judicial district in which any defendant may be found, if there is no district in which the action may otherwise be brought. Id. Thus, venue is also improper for all of the reasons discussed above, and the Court may also dismiss the case under Fed. R. Civ. P. (b)(). DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.

26 Case :-cv-00-jlr Document Filed 0// Page of 0 C. The Court Should Grant NACS an Award of Its Attorneys Fees Under Wash. Rev. Code..(). The Washington long-arm statute authorizes the award of attorneys fees to a prevailing non-resident defendant haled into Washington under the long-arm statute to compensate the defendant for the added expense caused by plaintiffs assertions of long-arm jurisdiction. Scott Fetzer Co. v. Weeks, P.d, (Wash. 0) ( In sum, we hold that RCW..() authorizes an award of attorney fees when a foreign defendant, sued under the longarm statute, obtains a dismissal for want of personal jurisdiction. ). In Fetzer, the Supreme Court of Washington held a defendant who successfully defeats a claim based on lack of jurisdiction should be awarded its fees for the burdens and inconveniences which would have been avoided had the trial been conducted at the place of his domicile. Id. at (internal quotations omitted). To the extent that the Court dismisses this lawsuit on the basis that there is no personal jurisdiction, the Court should grant NACS its reasonable attorneys fees expended in obtaining the dismissal. Id.; see also O.B. Williams Company v. S.A. Bendheim West, Inc., No. C0-JLR, 0 WL 00, *- (W.D. Wash. Aug. 0, 0) (fees awarded under statute). III. This Lawsuit, if Permitted, Would Undermine Self-Regulation in Advertising Disputes and Clog the Courts with Similar Preemptive Suits. Even if the Court were to determine that it has subject matter and personal jurisdiction in this case, the Court can and should dismiss it on discretionary or prudential grounds. The entertainment of a declaratory judgment case is always discretionary. See U.S.C. (a) (court may grant declaratory relief); Pub. Serv. Comm n v. Wycoff, U.S., () (The Declaratory Judgment Act is an enabling Act, which confers a discretion on the courts rather than an absolute right upon the litigant ); 0B Charles Alan Wright et al., Federal Practice By bringing this suit against NACS, Amazon necessarily invoked Washington s long arm statute because a federal court s analysis of jurisdiction over a non-resident defendant begins with a determination of whether the requirements of the applicable state long-arm statute are satisfied. Chan, F.d at 0-0; Peterson v. Kennedy, F.d, n. (th Cir. ) ( The district court s determination of a party s amenability to suit is made by reference to the law of the state in which it sits. ) See DEFENDANT S MOTION TO DISMISS - Case No. :-CV-00 THIRD AVENUE, SUITE 00 SEATTLE, WASHINGTON 0 PHONE () 00 FAX () 00.