Contractor Management Services LLC v. Para Incorporated et al

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
WO
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Contractor Management Services LLC,
Plaintiff,
v.
Para Incorporated, et al.,
Defendants.
No. CV-25-01645-PHX-DWL
ORDER
Para Incorporated,
Counter Claimant,
v.
Contractor Management Services LLC,
Counter Defendant.
This is a lawsuit between two “direct competitors,” Contractor Management
Services LLC d/b/a Openforce (“Openforce”) and Para Incorporated d/b/a GigSafe
(“GigSafe”), in the contractor management software industry. (Doc. 37 at 3 ¶ 3.)
Openforce’s initial complaint included a claim against GigSafe for fraudulent
misrepresentation (Doc. 1 ¶¶ 82-89), which the Court dismissed with leave to amend (Doc.
35). In Count Four of its operative pleading, the First Amended Complaint (“FAC”),
Openforce reasserts a fraudulent misrepresentation claim against GigSafe (Doc. 37 at 31-
33 ¶¶ 77-85) and GigSafe has again moved to dismiss (Doc. 48). For the reasons that
follow, the motion is denied.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 1 of 30

- 2 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
BACKGROUND
I. Relevant Factual Allegations
The factual allegations in the FAC remain largely unchanged from the original
complaint. (Doc. 36-1 [redline of changes from original complaint to FAC].) Because
those factual allegations are recounted in detail in the order addressing the first motion to
dismiss, it is unnecessary to summarize them here. The following facts, presumed true, are
derived from the FAC (Doc. 37) and relate specifically to Openforce’s claim for fraudulent
misrepresentation.
A. General Allegations of Fraudulent Representations
“Since November 2023, and continuing to this day, GigSafe’s personnel have lied
about their identities and intentions to access Openforce’s software system, which has
allowed Defendants1 to misappropriate more of Openforce’s proprietary, customer-specific
enrollment and workflow information, insurance offerings, payment plans, system
mechanics, and client admin interface designs. Openforce’s internal logs reflect that at
least six different GigSafe employees on over 20 separate occasions improperly accessed
Openforce’s platform by misrepresenting themselves as would-be independent contractor
drivers for at least ten Openforce clients.” (Id. at 3 ¶ 4.) “GigSafe’s employees spent days
iteratively ‘enrolling’ and/or ‘onboarding’ through Openforce’s workflows.” (Id. at 3 ¶ 5.)
“Openforce has to date uncovered Defendants’ scheme involving ten of its customers,”
which are identified in the FAC by pseudonyms as “Customers A-J.” (Id.) The FAC alleges
that Defendants and their employees “misrepresent[ed] their true intentions and identities
to access the systems of Openforce.” (Id. at 6 ¶ 12.)
B. Customer-Specific Workflows And Contractor Management Platform
In its software deployment process, Openforce develops with its clients a workflow
‘blueprint’ and offers each of its clients a customizable Workflow Designer. This
proprietary software tool allows companies to tailor their processes for onboarding (or
‘enrolling’) new independent contractors. These processes involve customized
1 “Defendants” are GigSafe and its CEO, David Pickerell (“Pickerell”).
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 2 of 30

- 3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
‘workflows’ appearing on each company’s protected Openforce portal . . . .” (Id. at 7 ¶ 14.)
“These workflows and the materials contained in them (often called a blueprint) are a
critical component of Openforce’s offerings.” (Id.)
“These bespoke customer workflows go hand-in-hand with Openforce’s Contractor
Management Platform, Manage (formerly IC Manage). Through Manage, Openforce’s
customers can streamline key aspects of their relationship with their independent
contractors in ways that Openforce has fine-tuned over decades. Manage allows Openforce
clients to supplement their conventional recruiting methods by accessing Openforce’s
database of proven independent contractors. It empowers them to onboard independent
contractors through the bespoke workflows discussed above.” (Id. at 7 ¶ 15.)
“Openforce uses a unique, customer-specific activation code that Openforce
provides to each of its customers to restrict the ability of a real independent contractor to
access these steps and enroll to work as an independent contractor for one of Openforce’s
customers, to view and negotiate agreements, to enroll in insurance products, to document
business decisions, to view customer onboarding requirements, to complete identity
verifications and background checks, and to do business with Openforce customers.” (Id.
at 11-12 ¶ 22.)
C. The Initial Alleged Hacking
“Defendants put their plan into action in June 2022 when Para employee Jimmy
Thompson created an Openforce account posing as an independent contractor . . . with the
intention of infiltrating Openforce’s system, so that they could learn how Openforce
operates and create a competing company.” (Id. at 13 ¶ 24.) “The plan did not get far at
first, thanks to Openforce’s structure and security.” (Id. at 13 ¶ 25.) Specifically,
“Openforce . . . limit[s] access to the enrollment platform to those with a customer-specific
activation code. When entered, an activation code allows an independent contractor to
access the enrollment workflow for the specific customer who provided that code.” (Id.)
“Use of these codes and access to these systems is authorized only by actual independent
contractors seeking work with Openforce’s customers. Using activation codes to access
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 3 of 30

- 4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
the particularized workflows of any customers for any other purpose—such as to
misappropriate Openforce’s Trade Secrets—is forbidden by an end user license agreement,
to which all would-be contractors must agree before accessing Openforce’s system to begin
on-boarding.” (Id.) Ater the first plan failed, Defendants “devised a scheme to . . obtain[]
Openforce’s activation codes and then [lie] about their true intentions for using them.” (Id.)
D. The Second Phase Of Alleged Hacking And Misrepresentations
“[T]he next step in [Defendants’] scheme” was to have “GigSafe employees create[]
accounts with Openforce by masquerading as independent contractor drivers seeking work
from Openforce’s clients—just as they had attempted with Mr. Thompson in June of 2022.”
(Id. at 16 ¶ 36.) “But this time was different,” because Defendants now “knew how to get
these employees ‘inside’ Openforce’s systems by posing as independent contractors and
procuring customer-specific activation codes. Once inside, the GigSafe actors could access
Openforce’s Trade Secrets in the form of customer-specific workflows and, by implication,
the underlying Workflow Designer that Openforce uses to build them.” (Id.) The FAC
alleges that “[o]ver the next year and a half . . . GigSafe and Mr. Pickerell misused the
activation codes for at least ten Openforce customers.” (Id.)
“On November 8, 2023, GigSafe employee Daniel Gerow, responsible for
GigSafe’s compliance and insurance, created an account in furtherance of this plan. On
January 16, 2024, three additional GigSafe employees—Ms. DiGulio, Mr. Thompson, and
Valery Kochetkov (GigSafe’s Director of Engineering)—did the same. And on May 13,
2025, two additional GigSafe employees created accounts in furtherance of this plan—
Amanda Tomkins (Product & Customer Success) and Megan Hicks (Client Manager). All
six GigSafe employees did so by posing as independent contractors.” (Id. at 16 ¶ 37.)
“GigSafe—through Mr. Thompson, Mr. Gerow, Ms. DiGulio, Mr. Kochetkov, Ms.
Tomkins, and Ms. Hicks—then took the next step in their plan, entering customer
activation codes and going through the enrollment process and accessing the Openforce
systems” for Customers A-J. (Id. at 16 ¶ 38.)
…
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 4 of 30

- 5 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1. Customer A
“On January 16, 2024, Mr. Kochetkov became the first known GigSafe employee
to enroll with an Openforce client. He did so by pretending to be an independent contractor
‘Delivery Partner’ for an Openforce client, Customer A, a same-day delivery company for
construction parts. Doing so granted him access to Customer A’s custom designed
enrollment workflows on the Openforce platform.” (Id. at 17 ¶ 38.)
“On January 23, 2024, Mr. Thompson followed suit, enrolling as a ‘Delivery
Partner.’” (Id.)
“On February 9, 2024, DiGulio did the same.” (Id.)
“Nearly one year later, Mr. Thompson again enrolled as a ‘Delivery Partner’ for
Customer A, this time using the Openforce account he had created on June 21, 2022, with
his Para email address.” (Id.) “As part of this process, Mr. Thompson signed an
independent contractor agreement with Company A, misrepresenting that he would be
performing services for Customer A.” (Id.) “Mr. Thompson in an insurance coverage form
identified Mr. Pickerell—his ‘Work Colleague’—as the policy’s beneficiary.” (Id.)
2. Customer B
“On February 6, 2024, Mr. Thompson returned to Openforce’s platform, where he
enrolled as a ‘Contractor’ for another Openforce client, Customer B, a same-day courier
service. This time, Mr. Thompson used the Openforce account he created in June 2022
with a Para email address.” (Id. at 18 ¶ 38.) And Mr. Thompson “again signed a document
misrepresenting that he operated his own ‘independent business’ and that he was
‘providing service for or in connection with’ Company B ‘as an independent contractor.’”
(Id.) “As with Customer A, Mr. Thompson also filled out an insurance form identifying
Mr. Pickerell—referred to this time as ‘El Jefe’—as the beneficiary.” (Id.)
3. Customer C
“On March 7, 2024, Mr. Thompson enrolled twice as a ‘Motor Carrier’ for
Customer C, a supply chain management firm, using two different accounts associated with
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 5 of 30

- 6 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
a Para email address.” (Id.) “Mr. Thompson specifically identified ‘Para Inc.’ as his
employer and the entity that would contract with Customer C.” (Id. at 18-19 ¶ 38.) “Mr.
Thompson repeatedly returned to the enrollment system in the following months—he has
done so as recently as April 28, 2025.” (Id. at 19 ¶ 38.)
4. Customer D
“In early April 2024, Mr. Thompson used an Openforce account that he created with
his GigSafe email a few weeks prior to fraudulently enroll as a ‘Field Representative’ for
Customer D, a retail intelligence and merchandising service company.” (Id.) “Mr.
Thompson again signed up for insurance as an ‘Independent Contractor’ for Customer D.
As usual, Mr. Thompson listed Mr. Pickerell as the beneficiary on this form . . .
identif[ying] Mr. Pickerell as his ‘Boss’ . . . .” (Id.)
5. Customer E
“On April 12, 2024, Mr. Thompson created another new Openforce account, this
time with a Para email address. That day, Mr. Thompson used the Openforce account he
created on January 16, 2024, with a personal email address to enroll as an ‘Independent
Contractor – Courier’ for Customer E, a same-day courier service.” (Id.)
“On April 15, 2024, Mr. Thompson created another Openforce account with a
different GigSafe email address. He used this account to enroll for a second time as an
‘Independent Contractor – Courier’ for Customer E. That day, he used his Openforce
account created on April 12, 2024, with a Para email address to enroll as an ‘Independent
Contractor – Courier’ for Customer E for a third time.” (Id. at 19-20 ¶ 38.)
6. Customer F
“On April 16, 2024, Mr. Thompson enrolled as a ‘New Contractor (CBC & DS)’
for Customer F, a medical courier service, using the Openforce account he created on April
12, 2024, with a Para email address. Just over one week later, on April 25, 2024, he
enrolled as a ‘New Contractor’ for Customer F, using the Openforce account created on
March 20, 2024, with his GigSafe email address. And on April 26, 2024, he enrolled again
as a ‘New Contractor’ for Customer F, using an Openforce account he created on June 21,
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 6 of 30

- 7 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
2022, with a Para email address.” (Id. at 20 ¶ 38.) “[D]uring this final process,” Mr.
Thompson “filled out a W-9 form on behalf of ‘Para Inc.’ listing a San Francisco address
associated with Para and Mr. Pickerell. He filled out an auto insurance form again listing
this San Francisco address. He once again listed this San Francisco address in an
occupation accident insurance form, in which he identified” a “David Pickelson [sic]” as
his “Stepchild” and “beneficiary.” (Id.) “Mr. Thompson also filled out a ‘Logistics-Carrier
Agreement’ between Customer F and ‘Para Inc.,’ listing again the San Francisco address
associated with Para and Mr. Pickerell.” (Id.)
“Around this same time, on April 24, 2024, a separate GigSafe employee, Mr.
Gerow, also enrolled as a ‘New Contractor’ for Customer F, using the Openforce account
he created on November 8, 2023.” (Id.)
“Finally, on June 28, 2024, Mr. Thompson enrolled for a third time as a ‘New
Contractor’ for Customer F, using an Openforce account he created on June 21, 2022, with
a Para email address.” (Id.)
7. Customer G
“On August 21, 2024, Mr. Gerow enrolled as a ‘Direct IC Owner Operator’ for
Customer G, a courier service.” (Id.) Mr. Gerow “fill[ed] out and view[ed] insurance
enrollment forms and agreements with Customer G.” (Id. at 21 ¶ 38.)
8. Customer H
“On October 13, 2024, Mr. Thompson enrolled as a ‘Contractor’ for Customer H, a
courier service, using the Openforce account created on March 20, 2024, with his GigSafe
email address. As part of the workflow, Mr. Thompson submitted a W-9 and insurance
enrollment forms.” (Id.)
“On October 15, 2024, Mr. Gerow also enrolled as a ‘Contractor’ for Customer H,
using the Openforce account created on November 8, 2023, with his personal email
address. . . . Mr. Thomson returned to his Customer H enrollment as recently as May 5,
2025.” (Id.)
…
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 7 of 30

- 8 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
9. Customer I
“On May 13, 2025, new Openforce accounts for Mr. Gerow and Ms. Hicks were
created using their GigSafe email addresses. At the invite of Customer I, a courier service,
both enrolled as an ‘Independent Contractor.’” (Id.)
10. Customer J
“Also on May 13, 2025, Ms. Tomkins created a new Openforce account using her
GigSafe email address. That same day, at the invite of Customer J, a freight shipping and
delivery service, both Ms. Tomkins and Mr. Gerow enrolled as a ‘Master Contractor.’ Mr.
Gerow also enrolled as a ‘Subcontractor.’” (Id. at 21-22 ¶ 38.)
E. Falsity And Remaining Allegations
“None of the GigSafe employees discussed above ever performed the courier
services, retail merchandising services, supply chain management services, or other
services as independent contractors for Customers A-J through Openforce’s platform.
Instead, on information and belief, the GigSafe employees purposefully misrepresented
their identities and intentions, enrolling to improperly access, learn about, and then misuse
Openforce’s Trade Secrets to design a copycat competing system and provide similar
offerings.” (Id. at 22 ¶ 39.)
“[A]t the direction of GigSafe and Mr. Pickerell and within the scope of their
employment at GigSafe, Mr. Thompson, Mr. Gerow, Mr. Kochetkov, Ms. DiGulio, Ms.
Tomkins, and Ms. Hicks in each of the enrollments on each of the dates identified above,
represented that each would serve as independent contractors for certain of Openforce’s
clients.” (Id. at 31 ¶ 78.) “[T]his representation was false; they never had any intention of
serving as independent contractors, including because at the time of the representation,
they were employees or agents of GigSafe and they made these misrepresentations to
benefit GigSafe instead of intending to enroll as independent contractors. None of Mr.
Thompson, Mr. Gerow, Mr. Kochetkov, Ms. DiGulio, Ms. Tomkins, and Ms. Hicks ever
worked for Openforce’s customers as independent contractors as a result of enrollments in
Openforce’s system . . . .” (Id. at 31 ¶ 79.) “These representations were material because
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 8 of 30

- 9 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
access to Openforce’s proprietary enrollment platform is conditioned on the individuals’
representation that they are using the system for the purposes of serving as an independent
contractor.” (Id. at 31 ¶ 80.)
The six GigSafe employees “knew their representations were false, because they
made the representations while employees at GigSafe and never intended to work for
Openforce’s customers as independent contractors” and they “intended that Openforce
would rely upon their representations, so that they would gain access to the Openforce
system.” (Id. at 31-32 ¶¶ 81-82.)
“Openforce was unaware at the time that the representations of [the six GigSafe
employees] were false. Openforce processes thousands of independent contractors through
its system, and to do so, has implemented a reasonable system of checks to ensure the
person is who they say they are and to rely on representations provided by the enrolling
contractor, especially because it is ultimately the decision of the Openforce client to decide
whether to accept the enrollment.” (Id. at 32 ¶ 83.)
II. Relevant Procedural Background
On May 14, 2025, Openforce initiated this action. (Doc. 1.)
On June 30, 2025, Defendants filed a pair of motions to dismiss the complaint.
(Docs. 12, 13.) On January 30, 2026, after those motions became fully briefed (Docs. 15,
16, 25, 26), the Court granted them in part and denied them in part (Doc. 35). Among other
things, the Court concluded that Openforce’s fraudulent misrepresentation claim against
GigSafe, as pleaded, was preempted by the Arizona Uniform Trade Secrets Act
(“AUTSA”) and therefore declined to reach GigSafe’s alternative dismissal arguments
premised on Openforce’s purported failure to satisfy Rule 9(b). (Id. at 43, 47, 52.)
On February 13, 2026, Openforce filed the FAC. (Doc. 37.) The FAC asserts six
claims against Pickerell and/or GigSafe: (1) misappropriation in violation of the Defend
Trade Secrets Act (“DTSA”) (Doc. 37 at 24-26 ¶¶ 47-56); (2) misappropriation in violation
of the AUTSA (id. at 26-28 ¶¶ 57-66); (3) tortious interference with contract (id. at 29-31
¶¶ 67-76); (4) fraudulent misrepresentation (id. at 31-33 ¶¶ 77-85); (5) breach of contract
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 9 of 30

- 10 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
(id. at 33-34 ¶¶ 86-95); and (6) unfair competition (id. at 34-35 ¶¶ 96-102).
On March 6, 2026, Defendants answered the complaint, and GigSafe asserted
several counterclaims against Openforce. (Doc. 49. See also Doc. 61 [amended
counterclaims].)2 That same day, GigSafe moved to dismiss the FAC’s fraudulent
misrepresentation claim pursuant to Rules 12(b)(6) and 9(b). (Doc. 48.) The motion is
now fully briefed (Docs. 53, 54) and neither side requested oral argument.
DISCUSSION
I. Legal Standard
Under Rule 12(b)(6), “to survive a motion to dismiss, a party must allege sufficient
factual matter, accepted as true, to state a claim to relief that is plausible on its face.” In re
Fitness Holdings Int’l, Inc., 714 F.3d 1141, 1144 (9th Cir. 2013) (cleaned up). “A claim
has facial plausibility when the plaintiff pleads factual content that allows the court to draw
the reasonable inference that the defendant is liable for the misconduct alleged.” Id.
(quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “[A]ll well-pleaded allegations of
material fact in the complaint are accepted as true and are construed in the light most
favorable to the non-moving party.” Id. at 1144-45 (citation omitted). However, the Court
need not accept legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678-
80. Moreover, “[t]hreadbare recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.” Id. at 678. The court also may dismiss due
to “a lack of a cognizable legal theory.” Mollett v. Netflix, Inc., 795 F.3d 1062, 1065 (9th
Cir. 2015) (citation omitted).
Both sides agree that Openforce’s fraudulent misrepresentation claim is subject to
the heightened pleading requirements of Rule 9(b). (Docs. 48, 53, 54 [all applying Rule
9(b)].) Rule 9(b) requires a plaintiff to “state with particularity the circumstances
constituting fraud or mistake.” Fed. R. Civ. P. 9(b). “To satisfy Rule 9(b), a pleading must
identify ‘the who, what, when, where, and how of the misconduct charged,’ as well as what
2 On May 15, 2026, Openforce moved to dismiss GigSafe’s counterclaims. (Doc.
63.) The Court is aware of this motion and will rule on it in due course.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 10 of 30

- 11 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
is false or misleading about the purportedly fraudulent statement, and why it is false.”
United States ex rel. Cafasso v. Gen. Dynamics C4 Sys., Inc., 637 F.3d 1047, 1055 (9th
Cir. 2011) (cleaned up). See also Schreiber Distrib. Co. v. Serv-Well Furniture Co., 806
F.2d 1393, 1401 (9th Cir. 1986) (“We have interpreted Rule 9(b) to mean that the pleader
must state the time, place, and specific content of the false representations as well as the
identities of the parties to the misrepresentation.”). “The circumstances constituting the
alleged fraud [must] be specific enough to give defendants notice of the particular
misconduct . . . so that they can defend against the charge and not just deny that they have
done anything wrong.” Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir.
2003) (cleaned up).
II. The Parties’ Arguments
GigSafe argues that “Openforce has now had two bites at the apple to plead its
fraudulent misrepresentation claim with the required specificity.” (Doc. 48 at 1.) GigSafe
notes that it initially “sought to dismiss the Original Complaint’s fraudulent
misrepresentation claim” both for failure to satisfy Rule 9(b) and as preempted by the
AUTSA, but “[t]he Court agreed with the latter and did not reach the former, in deciding
GigSafe’s Motion to Dismiss.” (Id.) GigSafe argues that, in the FAC, “Openforce’s new
allegations take aim only at circumventing AUTSA preemption” and that “[w]hat remains
missing from the [FAC] are allegations supporting several critical components of a fraud
claim—namely, the ‘what,’ the ‘who,’ and the ‘where’ of the alleged misrepresentations.”
(Id. at 1-2.) As for the “what” requirement, GigSafe argues that the FAC, like the
complaint, “is littered with screenshots purporting to show GigSafe employees signing
documents as part of the customer enrollment process” but that “the screenshots fail to
show (and Openforce fails to otherwise allege) the ‘specific content of the false
representations.’” (Id. at 3, quoting Swartz v. KPMG LLP, 476 F.3d 756, 764 (9th Cir.
2007).) GigSafe argues that “[a]t best, Paragraph 38 (which remains substantively
unchanged) provides only vague, summary overviews of the enrollment paperwork with
fleeting references to ‘misrepresentations’ made as to two customers (Customers A and B).
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 11 of 30

- 12 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
And Paragraph 78, while pleading that certain employees ‘represented that each would
serve as independent contractors for certain of Openforce’s clients,’ points back to the
‘enrollments . . . identified above,’ presumably referring to the enrollments outlined in
Paragraph 38 that contain no allegations or images of the contents of misrepresentations.”
(Id.) GigSafe argues that, “[i]n any event, that employees ‘represented that [they] would
serve as independent contractors’ could mean one of many things: this could simply mean
that the GigSafe employee filled out a form called ‘Independent Contractor Enrollment;’ it
could mean the employee was asked to check a box to describe their role and checked the
‘Independent Contractor’ box as the box most applicable to their situation; or it could mean
the employee signed on a line under a statement reading ‘I affirm that I am now or presently
intend to become an independent contractor’—or any other number of statements about
their relationship with the Openforce customer in question.” (Id.) GigSafe argues that
“[t]his is particularly true because Openforce could have provided the precise language of
the supposed false statements and has now failed to do so twice.” (Id. at 4.) GigSafe argues
that “[c]ourts in the Ninth Circuit have dismissed fraud claims where a plaintiff failed to
specifically quote from or attach documents purportedly containing the alleged
misrepresentations.” (Id. at 4.) GigSafe also argues that the FAC “describes generally
what the alleged statements were about, but that is not the same as alleging the ‘specific
content of the false representations.’” (Id., citation omitted.) Next, GigSafe argues that
“Openforce also fails to specifically plead to whom the allegedly fraudulent statements
were made.” (Id.) GigSafe argues that “Openforce will likely argue that it can be inferred
that the alleged misrepresentations were made to Openforce” but that “this unwarranted
inference is not supported by the” FAC, which instead “points to . . . the Openforce
customer” as the “recipient of the alleged representations.” (Id. at 5.) Specifically, GigSafe
argues that paragraph 36 of the FAC “alleges that Defendants got ‘inside’ of Openforce’s
systems ‘by posing as independent contractors and procuring customer-specific activation
codes’ allowing them to access ‘customer-specific workflows.’” (Id., quoting Doc. 37 at
16 ¶ 36.) GigSafe contends that paragraph 38 makes similar allegations and that, “in one
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 12 of 30

- 13 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
instance, Openforce actually alleges that the alleged misrepresentation about serving as an
independent contractor was made in a contract between the GigSafe employee and
Company A—not Openforce.” (Id.) GigSafe also argues that, in Count Four, “Openforce
alleges that GigSafe employees ‘represented’—without specifying to whom—‘that each
would serve as independent contractors for certain of Openforce’s clients.’” (Id., citing
Doc. 37 at 31 ¶ 78.) And GigSafe also argues that the FAC alleges “that Openforce does
not even review enrollment documents, ‘especially because it is ultimately the decision of
the Openforce client to decide whether to accept the enrollment.” (Id., citing Doc. 37 at 32
¶ 83.) GigSafe argues that “[t]aken together, these allegations do not identify Openforce
as the recipient of the allegedly fraudulent statements; instead, they suggest it was
Openforce’s customer who reviewed and decided whether to accept the representations in
the enrollment.” (Id. at 6, cleaned up.) And GigSafe argues that “[i]f the alleged
misrepresentations were not made to Openforce but instead to an Openforce customer, . . .
they take on an entirely new meaning, and cannot plausibly support the elements of the
hearer’s ignorance of the representation’s falsity, the listener’s reliance on the
representation’s truth and the right to rely on it.” (Id., cleaned up.) GigSafe argues that
although the FAC “describes a ‘system of checks to ensure the person is who they say they
are,’” the FAC “never actually alleges that [Openforce] reviews the ‘thousands of
independent contractor[]’ enrollments that come through its system and grants access to
the system in reliance on them.” (Id., quoting Doc. 37 at 32 ¶ 83.) Instead, GigSafe argues
that “Openforce acknowledges that it is the Openforce customer who ultimately approves
the enrollment and allows the purported independent contractor into the system,” and
therefore “[t]hese allegations are inconsistent with reasonable reliance necessary to support
a fraud claim.” (Id.) Last, as for the “where” requirement, GigSafe argues that “[f]or the
most part, Openforce only broadly claims that the alleged misrepresentations were made
in the ‘enrollments.’ But elsewhere, the enrollments are described as entailing multiple
documents, steps, and processes.” (Id. at 6-7.) GigSafe argues that “[t]his sweeping
approach does not satisfy the specificity Rule 9(b) demands” and that “[i]t is unclear where
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 13 of 30

- 14 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
and how in the enrollment process the statements were allegedly made: were they
affirmative written statements crafted by a GigSafe employee, or were they hidden within
the fine print in a clickwrap agreement to access the Openforce system? Or, alternatively,
were they in documents that were not directed to Openforce at all but to some other party?”
(Id. at 7.) GigSafe argues that certain allegations in the FAC suggest the statements were
made to Openforce customers, not Openforce, which is “why these questions matter.” (Id.)
In response, Openforce argues that it has sufficiently pleaded the “who,” “what,”
“where,” “when,” how,” and “why” requirements of Rule 9(b). (Doc. 53 at 1-2.)
Openforce contends that “GigSafe’s motion to dismiss claims that this detailed information
is not enough under Rule 9(b) and Openforce needed to include verbatim quotes from those
documents or attach the documents themselves to the FAC” but that (1) “GigSafe is wrong
on the facts—Openforce did quote some of the false statements”; and (2) “GigSafe is also
wrong on the law” because the Ninth Circuit does not require “that the identification [of
the who, what, when, where, how, and why] contain quotes or attachments.” (Id. at 2.) Put
differently, Openforce encourages the Court to reject GigSafe’s “ultra-heightened
interpretation of the proper pleading standard under Rule 9(b).” (Id.) Next, Openforce
argues that GigSafe’s arguments “fail[] for three independent reasons.” (Id. at 4.) First,
Openforce argues that “the FAC does everything that Rule 9(b) requires: it provides the
who, what, why, when, and how of GigSafe’s fraudulent misrepresentation, including
describing the ‘specific content’ of those false representations.” (Id.) Openforce argues
that the FAC “details across multiple paragraphs the relevant facts of its fraudulent
misrepresentation claim that meets this standard.” (Id. at 5.) As for the “who” requirement,
Openforce argues that the FAC identifies “six specific GigSafe employees . . . who falsely
identified themselves to Openforce as independent contractors of Openforce’s customers”
and that “[c]ourts in this District have held that similar misrepresentation claims based on
a defendant’s alleged false representations about their employment are sufficient to plead
a misrepresentation claim.” (Id.) Next, Openforce argues that the “what” requirement is
satisfied because the FAC alleges that the GigSafe employees “pos[ed] as independent
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 14 of 30

- 15 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
contractors even though they were actually GigSafe employees—and none of them ever
performed any, or even intended to perform any, independent contractor duties for
Openforce’s customers.” (Id.) As for the “where” requirement, Openforce argues that the
GigSafe employees “falsely enroll[ed] online as independent contractors for Openforce’s
customers by signing enrollment forms (such as W-9s, insurance forms, and independent
contractor agreements).” (Id. at 6.) Next, Openforce argues that the “when” requirement
is satisfied because the complaint alleges “specific dates from January 2024 to May 2025
on which GigSafe personnel accessed Openforce’s systems.” (Id.) As for the “how”
requirement, Openforce argues that “to access Openforce’s workflows, the six individuals
signed enrollment forms (such as W-9s, insurance forms, and independent contractor
agreements) falsely stating they were independent contractors for Openforce’s customers.”
(Id.) And as for the “why” requirement, Openforce argues that “none of the GigSafe
personnel who made these misrepresentations ever worked for Openforce’s customers as
independent contractors.” (Id.) Second, Openforce argues that GigSafe “puts forth
extended pleading requirements above what Rule 9(b) requires.” (Id. at 7, cleaned up.)
Specifically, Openforce argues that “GigSafe’s motion to dismiss incorrectly argues that
the law requires either verbatim quotes of the alleged misrepresentations or attached copies
of documents containing those misrepresentations.” (Id.) To that end, Openforce argues
that “the FAC does quote numerous fraudulent statements,” “[b]ut more fundamentally,
GigSafe misstates the law, as the applicable authority requires identifying the fraudulent
statements in some way that puts the defendants on sufficient notice, not just the narrow
ways of quoting or attaching them.” (Id.) Openforce then seeks to distinguish the cases
cited by GigSafe, arguing they do not require verbatim quotes or attached documents. (Id.
at 7-9.) Third, Openforce rejects GigSafe’s argument “that since an Openforce customer
must ultimately accept an independent contractor to work, its fraudulent statements must
be directed to Openforce’s customers, rather than Openforce.” (Id. at 10.) Openforce
argues that “[t]his misstates Openforce’s claim, which alleges that GigSafe and its
personnel made these misrepresentations to Openforce in the course of—and for the
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 15 of 30

- 16 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
purpose of—improperly accessing Openforce’s customer workflows.” (Id.) Openforce
also rejects GigSafe’s reliance on the final clause of paragraph 83 of the FAC—which
provides that “it is ultimately the decision of the Openforce client to decide whether to
accept the enrollment”—arguing instead that “whether a customer ultimately decides
whether to hire an independent contractor has nothing to do with the core allegation of
Openforce’s fraudulent misrepresentation claim: that GigSafe personnel falsely
represented in Openforce’s workflows that they were actual, or would-be independent
contractors for Openforce’s customers accessing Openforce’s workflows for that reason,
when in fact none of them were.” (Id.) Openforce also argues that “Openforce is the hearer
of the GigSafe employees’ misrepresentations,” “so any requirement . . . that a falsehood
be directed to the plaintiff is satisfied here.” (Id. at 11.)
In reply, GigSafe argues that (1) Openforce’s “Opposition does not identify any
allegation that any purportedly fraudulent statement about being an Independent Contractor
was made to Openforce rather than to Openforce customers”; (2) “Openforce does not
supply the ‘specific content’ of any alleged misrepresentation, offering only high-level
descriptions”; (3) “Openforce does not identify where the alleged misrepresentations
appear, instead referring broadly to its entire system”; and (4) “the Opposition is silent on
[GigSafe’s] Motion’s assertion that the [FAC] fails to allege the required element of
reliance.” (Doc. 54 at 1.) As for the “who” requirement, GigSafe reiterates that “nowhere
in the [FAC] does Openforce explicitly allege that purportedly fraudulent statements were
made to Openforce. Instead, the [FAC] reads as though statements about serving as an
Independent Contractor were actually directed to Openforce customers.” (Id. at 1-2.) And
GigSafe reiterates that paragraph 83 of the complaint supports that “it is ultimately the
customer who decides whether to accept an enrollment,” and thus “the customer—not
Openforce—is the recipient of the document containing the alleged misrepresentation.”
(Id. at 2.) GigSafe also rejects Openforce’s characterization of paragraph 83, arguing that
“[n]either Paragraph 83 of the [FAC] nor GigSafe’s arguments relating to that paragraph
say anything about ‘hiring’ decisions.” (Id. at 3.) GigSafe reiterates that “if the statements
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 16 of 30

- 17 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
were only made in enrollment documents that were directed to customers (not Openforce)
no fraud claim exists.” (Id. at 4.) GigSafe argues that “[t]aken with the totality of the
[FAC]—which alleges that statements were made in contracts with customers, that
enrollments were done at the invitation of customers, that customers decide whether to
accept enrollments, and that customers breached obligations to Openforce by disclosing to
Defendants information relating to Openforce’s workflows, including their design and how
to access them—those allegations are more consistent with the notion that customers, not
Openforce, received the information.” (Id., cleaned up.) Next, GigSafe argues that
Openforce’s opposition “is silent on Openforce’s failure to plead reliance.” (Id. at 5,
cleaned up.) Specifically, GigSafe argues that because the FAC “leads to the conclusion
that alleged statements about independent contractor status were made to customers, not
Openforce . . . the pleading fails to allege essential elements of fraud under Arizona law:
namely, the hearer’s ignorance of the representation’s falsity, the listener’s reliance on the
representation’s truth, and the right to rely on it.” (Id.) GigSafe argues that “[a]lthough the
[FAC] refers in passing to Openforce’s overarching ‘system of checks,’ Openforce does
not allege that Openforce received, reviewed, or relied upon any particular representations
provided by any particular employees at the time they were made.” (Id., citation omitted.)
Next, GigSafe reiterates its argument that the FAC “does not allege the specific content of
the false representations, instead supplying only fleeting references to misrepresentations
made as to two customers.” (Id., cleaned up.) GigSafe rejects Openforce’s argument that
the “what” requirement is satisfied because the FAC alleges that the GigSafe employees
“pos[ed] as independent contractors.” (Id. at 5-6.) And GigSafe argues that the Court’s
prior order dismissing Openforce’s fraudulent misrepresentation claim, as well as other
cases, “recogniz[e] that allegations that a defendant ‘misrepresented’ the true nature of an
underlying characteristic, quality, or intention are not synonymous with ‘specific content.’”
(Id. at 6.) Next, GigSafe seeks to distinguish the cases cited by Openforce. (Id. at 7-8.)
GigSafe also argues that Openforce’s argument that GigSafe has set forth “extended
pleading requirements . . . rests on three fallacies”: (1) “GigSafe did not argue that ‘the law
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 17 of 30

- 18 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
requires’ dismissal ‘for failing to quote or attach the documents at issue,’” and “Openforce
relies on high-level descriptions of allegedly fraudulent statements ‘misrepresenting’ the
nature of something”; (2) “[o]ther than [two cases], none of the [other] cases Openforce
addresses in this portion of the Opposition were even cited by GigSafe as examples of
courts commenting on a plaintiff’s failure to quote from or attach documents containing
fraudulent statements—they were cited in other portions of GigSafe’s Motion”; and (3) “it
is inaccurate to suggest that the fraud claims in the cases cited were only dismissed because
the plaintiff failed to meet ‘all aspects’ of the who, what, where, when, how, why
framework,” and “courts within the Ninth Circuit have . . . dismissed a claim where a
plaintiff failed on only one or two components of the who, what, where, when, how, why
framework.” (Id. at 8-10.) In any event, GigSafe argues that “it is not [its] position that a
fraud claim must be dismissed for failure to quote from or attach documents containing
alleged misrepresentations even if it satisfies most or all components of the Rule 9(b)
analysis. GigSafe’s position is that Openforce failed on at least three components of the
Rule 9(b) analysis—who, where, and what—and that Openforce’s failure to quote or attach
documents that must be available to Openforce is indicative of Openforce’s failure to
provide the ‘what’—that is, the ‘specific content’—of those statements.” (Id. at 11.) Last,
GigSafe argues that “Openforce simply saying that these statements were made ‘in
enrollments’ or ‘workflows’ is too sweeping, given Openforce’s allegation that those
environments consist of multiple documents, steps, and processes. The Opposition
responds with equal generality, contending that the misrepresentations took place ‘online’
in ‘enrollment forms (such as W-9s, insurance forms, and independent contractor
agreements)’ and ‘Openforce’s online customer workflows’” but that “[t]his is not an
allegation of precise location.” (Id.) GigSafe argues that “[c]aselaw requires more than
generic references to categories of forms.” (Id.)
…
…
…
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 18 of 30

- 19 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
III. Analysis
GigSafe only challenges the “who,”3 “what,” and “where” requirements of Rule
9(b). (Doc. 48 at 2; Doc. 54 at 1.) The Court takes each requirement in turn.
A. “To Whom”
GigSafe argues that “Openforce . . . fails to specifically plead to whom the allegedly
fraudulent statements were made.” (Doc. 48 at 4.)
As the Court observed in its order granting in part and denying in part Defendants’
original motions to dismiss, the FAC must “allege to whom the representations were
made.” (Doc. 35 at 45, citing World Health & Educ. Found. v. Carolina Cas. Ins. Co., 612
F. Supp. 2d 1089, 1096-97 (N.D. Cal. 2009).) See also Derry v. Am. Brokers Conduit,
2010 WL 432340, *2 (D. Ariz. 2010) (complaint deficient under Rule 9(b) where “it d[id]
not specify who said what when and to whom”). GigSafe’s primary argument is that
paragraph 83 of the FAC shows that Openforce’s customers, not Openforce itself, received
the alleged misrepresentations, and thus Openforce has failed to adequately plead reliance.
(Doc. 48 at 5-6.) The Court disagrees.
Paragraph 83 of the FAC provides:
Openforce was unaware at the time that the representations of Mr.
Thompson, Mr. Gerow, Mr. Kochetkov, Ms. DiGulio, Ms. Tomkins, and Ms.
Hicks were false. Openforce processes thousands of independent contractors
through its system, and to do so, has implemented a reasonable system of
checks to ensure the person is who they say they are and to rely on
representations provided by the enrolling independent contractor, especially
because it ultimately the decision of the Openforce client to decide whether
to accept the enrollment.
(Doc. 37 at 32 ¶ 83.) This paragraph alleges that the alleged misrepresentations made by
GigSafe’s employees i.e., that they would serve as independent contractors for Openforce’s
clients, were made “through [Openforce’s] system”—i.e., to Openforce. (Id.) This
paragraph also alleges that Openforce itself, not Openforce’s customers, “processes” the
3 Although GigSafe refers to this as the “who” requirement, GigSafe does not argue
that the FAC fails to allege who made the representations but rather to whom those
representations were made.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 19 of 30

- 20 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
independent contractor enrollments through its system; that Openforce itself “has
implemented a reasonable system of checks to ensure the person is who they say they are”;
and that Openforce itself “rel[ies] on representations provided by the enrolling independent
contractor.” (Id.) Put differently, paragraph 83, when “construed in the light most
favorable” to Openforce, In re Fitness Holdings Int’l, 714 F.3d at 1145, supports that the
alleged misrepresentations were made to Openforce itself as part of Openforce’s system of
identity checks and that Openforce relies on those representations.
GigSafe’s arguments to the contrary are without merit. First, although the final
portion of paragraph 83 states that “it is ultimately the decision of the Openforce client to
decide whether to accept the enrollment,” the remainder of paragraph 83, when read in the
light most favorable to Openforce, alleges that Openforce itself has a system in place to
check that independent contractors who enroll in its system are who they say they are.
(Doc. 37 at 32 ¶ 83.) That is enough to show that the alleged misrepresentations were made
to Openforce. Even if Openforce’s customers ultimately decide whether to “accept” the
enrollment, i.e., whether to hire the independent contractor (Doc. 53 at 10), that does not
change the fact that a representation made by an enrollee about his or her identity is a
representation made on Openforce’s system to Openforce in the first instance.4
Second, the allegations in paragraphs 36 and 38 that the workflows and activation
codes are “customer-specific” does not change the fact that the alleged misrepresentations
were made to Openforce on Openforce’s system. Although the workflows are customer-
4 In reply, GigSafe argues that paragraph 83 says nothing about “hiring” decisions.
(Doc. 54 at 3.) Although the term “hiring” is not used explicitly, the FAC suggests there
are at least two parts to the enrollment process: (1) a person seeks to register or enroll in
Openforce’s system as an independent contractor, at which point Openforce checks that
they are who they say they are (and relies on the representations made by the putative
enrollee for purposes of that determination); and (2) Openforce’s customer later decides
whether to “accept” the enrollment. (Doc. 37 at 32 ¶ 83.) Whether the customer “accepts
the enrollment” of the independent contractor or “hires” the independent contractor appears
to be a distinction without a difference. In any event, the Court must construe the FAC in
a light favorable to Openforce, and even if one plausible reading of paragraph 83 is that an
Openforce customer “accepting” an independent contractor’s enrollment is synonymous
with the Openforce customer hiring the independent contractor, paragraph 83 still alleges
that any initial representations made by a putative enrollee through the enrollment process
are representations made to, and relied on by, Openforce.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 20 of 30

- 21 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
specific, they are still part of “Openforce’s software system” and are “Openforce’s
proprietary enrollment and onboarding workflows.” (Doc. 37 at 3-4 ¶¶ 4-5.) To draw an
analogy, if a person signed up for a Facebook account posing as someone else, and then
subsequently sent a friend request to another user, that person might be said to have made
two misrepresentations: the first misrepresentation made to Facebook to enter its platform
and the second to the other user. Similarly here, it may be that the alleged
misrepresentations were made to both Openforce and its customers, but the complaint
sufficiently alleges that any misrepresentations were made, at a minimum, to Openforce.5
GigSafe also argues that “at least some portions of the [FAC] describe the
enrollments as consisting of ‘contracts with’ an Openforce customer and being initiated ‘at
the invitation of’ an Openforce customer” and thus, “[a]s pleaded, the [FAC] . . . indicates
the Customer was the recipient of and actor relying upon statements in the enrollments.”
(Doc. 54 at 3-4.) But even if certain alleged misrepresentations were made in contracts
between GigSafe employees and Openforce’s customers, that does not negate the inference
that the statements were also made to Openforce, which subsequently relied on them. As
discussed, the FAC alleges that Openforce “processes thousands of independent
contractors though its system, and to do so, has implemented a reasonable system of checks
to ensure the person is who they say they are and to rely on representations provided by
the enrolling independent contractor.” (Doc. 37 at 32 ¶ 83.)
B. “What”
Although a close call, the Court agrees with Openforce that the allegations in the
FAC satisfy the “what” requirement of Rule 9(b). The FAC alleges that “[a]ll six GigSafe
employees” (i.e., Gerow, DiGulio, Thompson, Kochetkov, Tomkins, and Hicks) registered
for and created accounts with Openforce “by posing as independent contractors.” (Doc.
37 at 16 ¶ 37.) The FAC then alleges that these six employees “took the next step in their
plan, entering customer specific activation codes and going through the enrollment process
5 This conclusion renders it unnecessary to address GigSafe’s reliance arguments,
which are premised on its argument that the recipients of the alleged misrepresentations
were Openforce’s customers and not Openforce itself.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 21 of 30

- 22 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
and accessing the Openforce systems.” (Id. at 16 ¶ 38.) Next, paragraph 38 of the FAC
details each specific instance in which these GigSafe employees enrolled as “Independent
Contractors” (or some other customer-specific variation of that term). (Id. at 17 ¶ 38
[Kochetkov “pretend[ed] to be an independent contractor ‘Delivery Partner’” for Customer
A]; id. [Thompson twice enrolled as a “Delivery Partner” for Customer A]; id. [DiGulio
enrolled as a “Delivery Partner” for Customer A]; id. at 18 ¶ 38 [Thompson enrolled as a
“Contractor” for Customer B]; id. [Thompson “enrolled twice as a ‘Motor Carrier’ for
Customer C”]; id. at 19 ¶ 38 [Thompson “fraudulently enroll[ed] as a ‘Field
Representative’ for Customer D”]; id. at 19-20 ¶ 38 [Thompson thrice enrolled as an
“Independent Contractor – Courier” for Customer E]; id. at 20 ¶ 38 [Thompson enrolled as
a “New Contractor (CBC & DS)” for Customer F]; id. [Thompson thrice enrolled as a
“New Contractor” for Customer F]; id. [Gerow enrolled as a “New Contractor” for
Customer F]; id. [Gerow enrolled as a “Direct IC Owner Operator” for Customer G]; id. at
21 ¶ 38 [Thompson and Gerow enrolled as “Contractors” for Customer H]; id. [Gerow and
Hicks enrolled as “Independent Contractors” for Customer I]; id. at 22 ¶ 38 [Tomkins and
Gerow enrolled as “Master Contractors” for Customer J]; id. [Gerow enrolled as a
“Subcontractor” for Customer J].) The “what” requirement is satisfied for each of these
instances because the “specific content” of each alleged misrepresentation is that the
GigSafe employee already was, or would serve as, an “Independent Contractor” (or some
customer-specific variation of that term) for whichever customer’s workflow in which they
were enrolling.
GigSafe argues that paragraph 38 of the FAC “provides only vague, summary
overviews of the enrollment paperwork with fleeting references to ‘misrepresentations
made as to two customers (Customers A and B)’”6 and “contain[s] no allegations or images
of the contents of the misrepresentations.” (Doc. 48 at 3.) Not so. Paragraph 38 of the
6 It’s unclear why GigSafe argues that the only misrepresentations alleged in
paragraph 38 relate to Customers A and B. The Court views paragraph 38 as alleging that,
for Customers A-J, GigSafe employees misrepresented that they would serve as
independent contractors for those customers by enrolling as “Independent Contractors” (or
some other customer-specific variation of that term).
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 22 of 30

- 23 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
FAC alleges several specific instances in which GigSafe employees enrolled to access
customer-specific workflows by representing that they already were, or would serve as,
“Independent Contractors” (or some other customer-specific variation of that term). The
fact that paragraph 38 does not just use the general term “Independent Contractor,” but
instead identifies the customer-specific position, identified in quotation marks, that each
GigSafe employee enrolled as, shows that Openforce’s allegations are not generalized.
And in case it wasn’t clear from paragraph 38 alone, paragraph 80 explains that “access to
Openforce’s proprietary enrollment platform is conditioned on the individuals’
representation that they are using the system for the purposes of serving as an independent
contractor.” (Doc. 37 at 31 ¶ 80. See also id. at 13 ¶ 25 [use of customer-specific activation
codes and access to the customer-specific enrollment workflows “is authorized only by
actual independent contractors seeking work with Openforce’s customers” and “[u]sing
activation codes to access the particularized workflows of any customer for any other
purpose—such as to misappropriate Openforce’s Trade Secrets—is forbidden by an end
user license agreement, to which all would-be contractors must agree before accessing
Openforce’s system to begin on-boarding”].) In other words, when each of the six GigSafe
employees accessed Openforce’s system and entered Openforce’s customer-specific
workflows, they represented that they would serve as an independent contractor for
Openforce’s customers.
Several other paragraphs in the FAC underscore that the “specific content” of the
alleged misrepresentations is that the GigSafe employees represented that they were, or
would serve as, independent contractors for various Openforce customers. For example,
paragraph 78 of the FAC provides that the six GigSafe employees “in each of the
enrollments on each of the dates identified above, represented that each would serve as
independent contractors for certain of Openforce’s clients.” (Id. at 31 ¶ 78.) This
allegation, taken with the others identified above, is sufficient to meet Rule 9(b)’s
requirement that the FAC allege the “specific content of the false representations.” Swartz,
476 F.3d at 764.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 23 of 30

- 24 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
GigSafe seemingly attempts to impose an even more stringent standard than what
Rule 9(b) requires, arguing that “Openforce could have provided the precise language of
the supposed false statements and has now failed to do so twice” and that “[c]ourts in the
Ninth Circuit have dismissed fraud claims where a plaintiff failed to specifically quote
from or attach documents purportedly containing the alleged misrepresentations.” (Doc.
48 at 4.) To the extent GigSafe is arguing that Rule 9(b) requires a complaint to quote the
alleged misrepresentation verbatim or attach the document in which the representation was
made,7 that argument is without merit. See, e.g., Lucas v. IBM Corp., 2020 WL 4569461,
*6 (N.D. Cal. 2020) (“A plaintiff need not provide verbatim quotations of purported
misrepresentations to satisfy Rule 9(b); it is enough that Lucas has alleged the substance
of IBM’s alleged representations.”); Bilodeau v. McAfee, Inc., 2013 WL 3200658, *9 (N.D.
Cal. 2013) (“[T]his Court has found that Rule 9(b) can be satisfied without direct
quotations, provided that the complaint’s allegations are sufficiently specific.”);
Cornerstone Staffing Sols., Inc. v. James, 2013 WL 12124381, *6 (N.D. Cal. 2013)
(“[A]lthough no attempt is made to quote James verbatim, the general content of his alleged
misrepresentations to Mary Anderson, CornerStone’s owner, are outlined. The complaint
goes into detail about James’ alleged schemes, going so far as to identify the particular
interest rates he promised CornerStone and the returns it actually received. It goes well
beyond notice pleading and is specific enough to give him notice of the particular
misconduct so that he can defend against the charge and not just deny he has done anything
wrong.”) (cleaned up); Kowalsky v. Hewlett-Packard Co., 771 F. Supp. 2d 1138, 1143
(N.D. Cal. 2010), vacated in part on reconsideration on other grounds, 771 F. Supp. 2d
1156 (N.D. Cal. 2011) (noting that “Plaintiff could have provided greater specificity” or
“could have provided quotes” but concluding that Plaintiff’s allegations “that the
representations contained statements regarding the specific page-capacity and
7 In its reply brief, GigSafe disputes that it has ever “argue[d] that ‘the law requires’
dismissal ‘for failing to quote or attach the documents at issue.’” (Doc. 54 at 8.) The Court
appreciates this clarification, but it was reasonable for Openforce to construe GigSafe’s
motion as advancing this exact argument.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 24 of 30

- 25 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
copying/scanning speed of the printer” was sufficient to satisfy Rule 9(b)).
The cases cited by GigSafe on this point in its opening brief are distinguishable. In
Edwards v. Marin Park, Inc., 356 F.3d 1058 (9th Cir. 2004), “the complaint ma[de] out the
time and place Marin Park’s purportedly fraudulent ‘7 Day Legal Notices’ were delivered
and names the parties involved, [but] it contain[ed] not a word of the notices’ specific
contents. Nor did Edwards attach the notices to her complaint or to any other filing in this
case.” Id. at 1066. In contrast, the FAC alleges the specific content of the alleged
misrepresentations by identifying the customer-specific position each GigSafe employee
enrolled as (Doc. 37 at 16-22 ¶ 38), by alleging that each GigSafe employee “represented
that each would serve as independent contractors for certain of Openforce’s clients” (id. at
31 ¶ 78), and by alleging that “access to Openforce’s proprietary enrollment platform is
conditioned on the individuals’ representation that they are using the system for the
purposes of serving as an independent contractor” (id. at 31 ¶ 80). Meanwhile, in Baca v.
Johnson & Johnson, 2020 WL 6450294 (D. Ariz. 2020), “[t]he Complaint generally
allege[d] that Defendants fraudulently misrepresented the Product’s characteristics to
Plaintiff, her physicians, healthcare providers, and the Food and Drug Administration” but
“[t]he only documents mentioned, the Product’s brochures and instructions for use, [were]
quoted as saying that the Product’s known complications are ‘rare’ and ‘small.’ Beyond
this, nothing in the Complaint details the specific content of these documents, when they
were made, nor the identities of the key parties.” Id. at *5. In contrast, the FAC sufficiently
alleges the parties to the misrepresentations and when the misrepresentations were made,
and the allegations in the FAC also identify the specific position for which each GigSafe
employee enrolled (Doc. 37 at 16-22 ¶ 38) and explain that each GigSafe employee claimed
to be using Openforce’s systems for the purposes of serving as an independent contractor
(id. at 30 ¶¶ 78, 80). These allegations are more specific than the vague and generalized
allegations in Baca. Last, in Silving v. Wells Fargo Bank, 800 F. Supp. 2d 1055 (D. Ariz.
2011), “the specific content [was] not present for all alleged statements,” id. at 1074, but
that is not the situation here for the reasons discussed above.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 25 of 30

- 26 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Nor do the cases cited in GigSafe’s reply brief compel dismissal. For example,
GigSafe cites the portion of Court’s order at Doc. 35 that dismissed the fraudulent
inducement claim in Openforce’s original complaint. The Court concluded that claim
failed to satisfy “the ‘what’ requirement” under Rule 9(b) because it “fail[ed] to allege the
content of any misrepresentations, and instead generally allege[d] that ‘Pickerell and Para
misrepresented to Openforce that it was interested in a potential corporate transaction.’
These allegations fail to state what was said by Pickerell and/or GigSafe.” (Doc. 35 at 45,
citation omitted.) But that is a far cry from the situation here, where the FAC provides
specific details about what was said by the various GigSafe employees, including the titles
of the various independent contractor positions they were falsely claiming to hold or pursue
and the identities of the customers associated with those positions. For similar reasons,
GigSafe’s reliance on Depot, Inc. v. Caring for Montanans, Inc., 915 F.3d 643 (9th Cir.
2019), is misplaced. There, the plaintiff alleged that the “defendants misrepresented the
basis of the premiums they charged” but did not “allege the details of these
misrepresentations, such as when defendants made them, where or how defendants made
them, to whom they were made, or the specific contents of the misrepresentations.” 915
F.3d at 668. In contrast, and as discussed above, the “specific content of the false
representations,” Swartz, 476 F.3d at 764, is adequately alleged here.
To that end, the Court finds Xfinity Mobile v. GlobalGuruTech LLC, 2023 WL
3998459 (D. Ariz. 2023), persuasive. There, the defendant, GGT, argued that the plaintiff,
Xfinity, “failed to plead its fraud and fraudulent misrepresentation claim with sufficient
particularity.” Id. at *4. “GGT specifically criticize[d] the Complaint’s lack of specificity
about: what misrepresentations were made, which defendant made them, and when they
were made; how the cell phones were fraudulently acquired from Xfinity or who ordered
them; how the phones were stolen.” Id. The court disagreed, holding that “[t]he Complaint
alleges GGT ha[d] used fake or stolen identities to ‘steal’ or wrongfully acquire Xfinity
cell phones” and that the “what” and “how” requirements of Rule 9(b) were satisfied
because the complaint alleged “representations that GGT was a real Xfinity customer to
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 26 of 30

- 27 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
acquire the cell phones.” Id. Here, similarly, Openforce alleges that GigSafe employees
falsely represented that they were real independent contractors seeking work with
Openforce’s customers.8
Last, the FAC contains several other allegations of misrepresentations that
separately satisfy Rule 9(b). For example, the FAC alleges that “Thompson signed an
independent contractor agreement with Company A, misrepresenting that he would be
performing services for Customer A” and that Thompson, “in an insurance coverage form
identified Mr. Pickerell—his ‘Work Colleague’—as the policy’s beneficiary.” (Doc. 37 at
17 ¶ 38.)9 In other words, the FAC alleges the specific documents in which Thompson
made alleged misrepresentations. Similarly, the FAC alleges that Thompson, with respect
to Customer B, “signed a document misrepresenting that he operated his own ‘independent
business’ and that he was ‘providing service for or in connection with’ Company B ‘as an
independent contractor.’” (Id. at 18 ¶ 38.) Although the FAC does not attach this
8 GigSafe’s attempts to distinguish Xfinity are unpersuasive. First, GigSafe argues
that, in Xfinity, the defendants “were ‘using fake or stolen identities’ to masquerade as
Xfinity customers,” whereas here, “GigSafe employees used their actual identifying
information.” (Doc. 54 at 7.) That argument misses the point. The GigSafe employees
may have used their real names, but they still provided false information by posing as
current or would-be independent contractors for Openforce’s customers. Second, GigSafe
argues that “the fraud claims in Xfinity were premised upon placing orders that required
acceptance of Xfinity’s Terms and Conditions, in which defendants agreed to specific
language that their conduct ultimately violated” and that “Xfinity attached the full Terms
and Conditions . . . to its pleading.” (Id.) Although Openforce did not attach its terms and
conditions to the FAC, the FAC does allege that “access to Openforce’s proprietary
enrollment platform is conditioned on the individual’s representation that they are using
the system for the purposes of serving as an independent contractor” (Doc. 37 at 31 ¶ 80)
and that each of the six GigSafe employees “represented that each would serve as
independent contractors for certain of Openforce’s clients” (id. at 31 ¶ 78). The FAC also
alleges that “[u]se of [customer-specific activation] codes and access to [Openforce’s]
systems is authorized only by actual independent contractors seeking work with
Openforce’s customers” and that “[u]sing activation codes to access the particularized
workflows of any customer for any other purpose—such as to misappropriate Openforce’s
Trade Secrets—is forbidden by an end user license agreement, to which all would-be
contractors must agree before accessing Openforce’s systems to begin on-boarding.” (Id.
at 13 ¶ 25.) Again, that is sufficient under Rule 9(b).
9 There are several similar allegations in the FAC referring to GigSafe employees
filling out customer-specific insurance forms and identifying Pickerell (or some variation
of Pickerell) as the beneficiary on those forms and/or using a GigSafe-associated address
on the forms. (See, e.g., Doc. 37 at 18 ¶ 38 [Customer B]; id. at 19 ¶38 [Customer D]; id.
at 20 ¶ 38 [Customer F].)
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 27 of 30

- 28 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
document or give its title, the FAC does quote verbatim the alleged misrepresentation from
that document. And the FAC also alleges that, with respect to Customer F, Thompson
“filled out a W-9 form on behalf of Para Inc.” as well as “an auto insurance form” and a
“Logistics-Carrier Agreement.” (Id. at 20 ¶ 38. See also id at 21 ¶ 38 [similar allegations
for Customer H].) Once again, these allegations point to, and in some instances quote from,
specific documents in which alleged misrepresentations were made.
C. “Where”
Although another close call, the Court agrees with Openforce that the allegations in
the FAC satisfy the “where” requirement of Rule 9(b). GigSafe argues that the FAC fails
to satisfy this requirement because, “[f]or the most part, Openforce only broadly claims
that the alleged misrepresentations were made in the ‘enrollments.’ But elsewhere, the
enrollments are described as entailing multiple documents, steps, and processes.” (Doc.
48 at 6-77.) GigSafe’s argument appears to be that, in order to satisfy Rule 9(b), the FAC
must identify the specific documents/contracts in which the alleged misrepresentations
were made. (Id. at 7.) But both of the cases cited by GigSafe in support of that argument
are distinguishable. In King v. Julia Owner LLC, 2025 WL 2959490 (D. Ariz. 2025), the
court held that the complaint must identify “the specific documents” because the complaint
only vaguely alleged that “the defendant and their agent(s) fabricated documents, made
false representations, and omitted material facts.” Id. at *3 (cleaned up). And in
SinglePoint Direct Solar LLC v. Curiel, 2022 WL 331157 (D. Ariz. 2022), the amended
complaint “refer[red] to ‘concealed facts that were material to the transactions
contemplated in their contracts,’ but fail[ed] to specifically identify the contracts.” Id. at
*32. In contrast, the FAC alleges that the misrepresentations were made in Openforce’s
system. Although the FAC does not always identify the specific forms/documents in which
those misrepresentations were made, it does identify the customer-specific workflows
within Openforce’s system in which they were made. The presence of these allegations
renders this case analogous to other cases within the Ninth Circuit holding that it is
sufficient under Rule 9(b) to alleged that the challenged misrepresentations were made on
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 28 of 30

- 29 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
“websites” or “systems.” See, e.g., Xfinity, 2023 WL 3998459 at *4 (“where” requirement
of Rule 9(b) satisfied where the complaint alleged that misrepresentations were made
“through Xfinity’s system”); Santoro v. Endologix Inc., 2020 WL 6295077, *13 (D. Or.
2020), report and recommendation adopted sub nom., 2020 WL 6287473 (D. Or. 2020)
(“Based on this standard, plaintiff has pleaded his fraud claim with sufficient particularity.
Plaintiff has specified the time and place of each alleged misrepresentation, noting that
they occurred in defendant’s annual update and within its website and marketing materials
prior to plaintiff’s endovascular repair.”); Kowalsky, 771 F. Supp. 2d at 1143 (although the
FAC could have “described more precisely where on HP’s website [the plaintiff] read the
statements, or even provided a URL address at which those statements may be found,” the
FAC nonetheless satisfied Rule 9(b)’s “where” requirement). Moreover, to the extent some
courts have suggested that a complaint must “describe where on the website” the alleged
misrepresentation may be found, Barfuss v. Live Nation Ent., Inc., 2025 WL 1843207, *6
(C.D. Cal. 2025),10 Openforce has not simply alleged that the misrepresentations were
made in some unspecified location within Openforce’s entire system. Instead, the FAC
painstakingly identifies each customer-specific workflow/enrollment in which each
misrepresentation may be found. Additionally, although not true for every alleged
misrepresentation, the FAC does identify the specific documents within those customer-
specific workflows where at least some of the alleged misrepresentations may be found.
(See, e.g., Doc. 37 at 17 ¶ 38 [independent contractor agreement with Company A]; id.
[insurance coverage form]; id. at 18 ¶ 38 [document in which Thompson allegedly
misrepresented that he operated his own “independent business” and that he was
“providing service for or in connection with” Company B “as an independent contractor”];
id. [insurance form]; id. at 19 ¶ 38 [insurance form]; id. at 20 ¶ 38 [W-9 form]; id. [auto
10 See also Benanav v. Health Paws Pet Ins., LLC, 2021 WL 4319447, *10-11 (W.D.
Wash. 2021) (concluding that the “general reference to Healthy Paws’ representations ‘on
its website and in its marketing materials’” did not satisfy Rule 9(b) and noting that it was
“puzzling why Plaintiffs continue to speak in generalities rather than expressly identify the
FAQ Page, the Sample Policy, or other materials as the specific documents they reviewed
and relied upon”).
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 29 of 30

- 30 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
insurance form]; id. [occupation accident insurance form]; id. [Logistics-Carrier
Agreement]; id. at 21¶ 38 [W-9 and insurance enrollment forms].) These allegations in the
complaint, taken together, are sufficient to satisfy Rule 9(b)’s “where” requirement.
Accordingly,
IT IS ORDERED that GigSafe’s motion to dismiss (Doc. 48) is denied.
Dated this 30th day of June, 2026.
Case 2:25-cv-01645-DWL Document 77 Filed 06/30/26 Page 30 of 30