Stage Nine Design, LLC v. Rock-It Cargo, LLC ( 2021 )

1 2 3 4 5 6 7 8 UNITED STATES DISTRICT COURT 9 EASTERN DISTRICT OF CALIFORNIA 10 ----oo0oo---- 11 12 STAGE NINE DESIGN, LLC, No. 2:21-cv-00722-WBS-AC 13 Plaintiff, 14 v. ORDER RE: DEFENDANT GLOBALTRANZ’S MOTION TO 15 ROCK-IT CARGO USA, LLC; VALUED DISMISS FREIGHT SERVICES, LLC; 16 GLOBALTRANZ ENTERPRISES, LLC; SPN CARGO, INC.; and DOES 1 to 17 20, inclusive, 18 Defendants. 19 20 ----oo0oo---- 21 Plaintiff Stage Nine Design, LLC (“Stage Nine”) brought 22 this action against defendants Rock-It Cargo USA, LLC (“Rock- 23 It”), Valued Freight Services, LLC (“Valued Freight”), 24 GlobalTranz Enterprises, LLC (“GlobalTranz”), and SPN Cargo, Inc. 25 (“SPN”), for breach of contract, negligence, and violations of 26 the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. 27 § 14706.1 (See generally GlobalTranz’s Notice of Removal, Ex. A 28 1 Stage Nine’s complaint was created using “Cause of 1 (“Compl.”) (Docket No. 1-1).) GlobalTranz now moves to dismiss 2 Stage Nine’s claims against it on the ground that this court 3 lacks personal jurisdiction. (Mot. to Dismiss (Docket No. 21).) 4 I. Factual Background 5 In April 2020, Stage Nine engaged Rock-It to ship its 6 traveling pop culture museum exhibition (entitled “Hall of 7 Heroes”) from West Palm Beach, Florida, to the Springfield Museum 8 in Springfield, Massachusetts. (Compl. ¶ 3.) Shortly 9 thereafter, Rock-It subcontracted its obligations under the 10 engagement to Valued Freight, who subsequently subcontracted the 11 shipment to GlobalTranz. (Compl. ¶ 4.) On July 8, 2020, 12 GlobalTranz contracted with SPN to operate as a motor carrier for 13 the shipment. (Id.) 14 15 Action” forms provided by the Judicial Council of California. The complaint contains two “Cause of Action” forms--one for 16 breach of contract, and one for negligence--with numbered allegations attached to each. (See Compl. at 14-18, 19-22.) In 17 the thirteenth paragraph of the allegations supporting each cause 18 of action, Stage Nine also alleges that defendants are liable for Stage Nine’s losses under 49 U.S.C. § 14706. (See Compl. at 14, 19 19.) The “Cause of Action” for negligence further states: “Additionally, pursuant to 49 U.S.C. § 14706, defendants and each 20 of them, by their actions and/or words, were “carriers” within the meaning of the statute, and therefore are liable for 21 plaintiff’s losses as a matter of law.” (See Compl. at 15.) The 22 court therefore construes plaintiff’s complaint as asserting three claims against defendants: (1) breach of contract, (2) 23 negligence, and (3) violations of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706. 24 Additionally, the allegations listed in support of Stage Nine’s second “Cause of Action” for negligence are 25 identical to allegations listed in support of its “Cause of Action” for breach of contract. (Compare Compl. at 19-22 with 26 Compl. at 14-18.) Any subsequent references to numbered 27 allegations in Stage Nine’s complaint will therefore correspond with the allegations listed in support of Stage Nine’s first 28 “Cause of Action,” located at pages 14-18 of the complaint. 1 On July 10th, SPN picked up the exhibition trailer from 2 West Palm Beach. (Compl. ¶ 5.) En route to Massachusetts, the 3 SPN driver, Veljko, stopped at the Kenworth dealer in Riviera 4 Beach, Florida, because he noticed the “check engine” light 5 illuminate on his tractor. (Id.) Stage Nine alleges that Veljko 6 left the trailer on the street unattended and unsecured near the 7 dealership as the tractor was being serviced. (Id.) Sometime 8 between July 10th and 11th, the trailer was stolen, and still has 9 not been recovered. (Id.) Stage Nine alleges the value of the 10 goods lost to be approximately $462,742. (Id.) 11 Stage Nine and Rock-It’s relationship was governed by a 12 2017 written agreement, in which Rock-It agreed to perform 13 transportation brokerage services and logistics assistance on 14 behalf of Stage Nine (the “2017 Agreement”). (Compl. ¶ 1.) 15 (Compl. ¶¶ 1, 17-18.) Stage Nine claims that Rock-It breached 16 the terms of this agreement by “failing to use its best efforts 17 to select and engage responsible carriers and other 18 transportation intermediaries,” failing to “ensure there was 19 adequate insurance without exclusions to protect Stage Nine,” and 20 failing to “properly and reasonable supervise and oversee the 21 shipment.” (Compl. ¶ 17.) Stage Nine further claims that Valued 22 Freight, GlobalTranz, and SPN each breached their respective 23 agreements with Stage Nine, as a third-party beneficiary, for 24 similar reasons as articulated in its claims against Rock-It, 25 (see Compl. ¶¶ 18-20), and that each defendant is strictly liable 26 for Stage Nine’s losses under the Carmack Amendment to the 27 Interstate Commerce Act (see Compl. at 15). 28 When it answered Stage Nine’s complaint, SPN filed its 1 own cross-claim against GlobalTranz. (See Answer of Defendant 2 SPN Cargo, Inc. and Cross-Claim against Co-Defendant GlobalTranz 3 Enterprises, LLC, at 14-17 (“SPN Cross-Claim”) (Docket No. 7).) 4 It is not clear exactly what claims SPN is asserting against 5 GlobalTranz, as the cross-claim only contains factual allegations 6 and does not expressly label or list any claims, but, similar to 7 Stage Nine’s complaint, the thrust of SPN’s cross-claim appears 8 to be that GlobalTranz breached its contract with SPN, was 9 negligent, and is liable under the Carmack Amendment because it 10 failed to correctly and fully inform SPN of the value of the 11 cargo it asked SPN to transport. (See id.) 12 II. Discussion 13 Federal Rule of Civil Procedure 12(b)(2) authorizes 14 dismissal of a plaintiff’s claims where the court lacks personal 15 jurisdiction over the defendant. See Fed. R. Civ. P. 12(b)(2). 16 In opposing a defendant's motion to dismiss for lack of personal 17 jurisdiction, the plaintiff bears the burden of establishing that 18 jurisdiction is proper. CollegeSource, Inc. v. AcademyOne, Inc., 19 653 F.3d 1066, 1073 (9th Cir. 2011). “Where, as here, the 20 defendant's motion is based on written materials rather than an 21 evidentiary hearing, ‘the plaintiff need only make a prima facie 22 showing of jurisdictional facts to withstand the motion to 23 dismiss.’” Id. (quoting Brayton Purcell LLP v. Recordon & 24 Recordon, 606 F.3d 1124, 1127 (9th Cir. 2010)). A plaintiff may 25 not simply rest on the “bare allegations of [the] complaint,” but 26 uncontroverted allegations must be taken as true, and 27 “[c]onflicts between parties over statements contained in 28 affidavits must be resolved in the plaintiff's favor.” 1 Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th 2 Cir. 2004). 3 “Personal jurisdiction over a nonresident defendant is 4 tested by a two-part analysis. First, the exercise of 5 jurisdiction must satisfy the requirements of the applicable 6 state long-arm statute. Second, the exercise of jurisdiction 7 must comport with federal due process.” Chan v. Soc'y 8 Expeditions, Inc., 39 F.3d 1398, 1404–05 (9th Cir. 1994). 9 California’s long-arm statute allows courts to “exercise 10 jurisdiction on any basis not inconsistent with the Constitution 11 of [California] or of the United States.” Cal. Code Civ. Proc. 12 § 410.10. This provision allows courts to exercise jurisdiction 13 to the limits of the Due Process Clause of the U.S. Constitution. 14 See Mattel, Inc. v. Greiner & Hausser GmbH, 354 F.3d 857, 863 15 (9th Cir. 2003). Thus, the governing standard here is whether 16 exercising personal jurisdiction over GlobalTranz would comport 17 with the limits of the Due Process Clause of the 14th Amendment. 18 “The Due Process Clause protects an individual's 19 liberty interest in not being subject to the binding judgments of 20 a forum with which he has established no meaningful ‘contacts, 21 ties, or relations.’” Burger King Corp. v. Rudzewicz, 471 U.S. 22 462, 471–72 (1985) (quoting Int'l Shoe Co. v. Washington, 326 23 U.S. 310, 319 (1945)). “[T]he test for personal jurisdiction 24 requires that ‘the maintenance of the suit . . . not offend 25 traditional notions of fair play and substantial justice.’” Ins. 26 Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 27 694, 702–03 (1982) (quoting Int’l Shoe, 326 U.S. at 316). 28 The Supreme Court has “recogniz[ed] two types of 1 personal jurisdiction.” Ford Motor Co. v. Mont. Eighth Jud. 2 Dist., 141 S. Ct. 1017, 1024 (2021). First, the court may assert 3 “general” or “all-purpose” jurisdiction over the defendant if the 4 defendant is “essentially at home” in the forum state. Id. And 5 second, the court may assert “specific” or “case-linked” 6 jurisdiction if the defendant has purposefully availed itself of 7 the forum state and the plaintiff’s claims “arise out of or 8 relate to” the defendant’s contacts with the forum. Id. at 1025 9 (citing Int’l Shoe, 326 U.S. at 319). 10 A. General Jurisdiction 11 “General jurisdiction, as its name implies, extends to 12 ‘any and all claims’ brought against a defendant.” Id. “Those 13 claims need not relate to the forum State or the defendant's 14 activity there; they may concern events and conduct anywhere in 15 the world.” Id. “But that breadth imposes a correlative limit: 16 Only a select ‘set of affiliations with a forum’ will expose a 17 defendant to such sweeping jurisdiction.” Id. (quoting Daimler, 18 571 U.S. at 137); see also Ranza v. Nike, 793 F.3d 1059, 1069 19 (9th Cir. 2015) (“Because the assertion of judicial authority 20 over a defendant is much broader in the case of general 21 jurisdiction than specific jurisdiction, a plaintiff invoking 22 general jurisdiction must meet an ‘exacting standard’ for the 23 minimum contacts required.”). 24 “In what [the Supreme Court] has called the ‘paradigm’ 25 case, an individual is subject to general jurisdiction in her 26 place of domicile.” Ford, 141 S. Ct. at 1024 (citing Daimler, 27 571 U.S. at 137). “And the ‘equivalent’ forums for a corporation 28 are its place of incorporation and the principal place of 1 business.” Id. (citing Daimler, 571 U.S. at 137). Outside of 2 these paradigm cases, however, plaintiffs must meet a “demanding” 3 standard to show that a foreign corporation’s “affiliations with 4 the State are so continuous and systematic as to render [it] 5 essentially at home in the forum State.” Daimler, 571 U.S. at 6 139; see also Kipp v. Ski Enter. Corp. of Wisconsin, 783 F.3d 7 695, 698 (7th Cir. 2015) (“Daimler raised the bar for general 8 jurisdiction and ‘require[s] more than the substantial, 9 continuous, and systematic course of business that was once 10 thought to suffice.’”). Accordingly, the Supreme Court has 11 instructed that only “in an exceptional case” should a court 12 exercise general jurisdiction over a corporation in a state 13 other than its place of incorporation or principal place of 14 business. Id. at 139 n.19; see also Amiri v. DynCorp Int'l, 15 Inc., No. 14-cv-3333-SC, 2015 WL 166910, at *3 (N.D. Cal. Jan. 16 13, 2015) (noting that “in the overwhelming majority of cases 17 there will be no occasion to explore whether” a corporation is at 18 home in states other than its place of incorporation or principal 19 place of business). 20 Additionally, the Supreme Court has noted that the 21 general jurisdiction inquiry does not “focus solely on the 22 magnitude of the defendant's in-state contacts,” but must also 23 take into account a “corporation's activities in their entirety, 24 nationwide and worldwide.” Daimler, 571 U.S. at 139 n.20. The 25 court’s general jurisdiction analysis must therefore involve a 26 comparative assessment of the defendant's business activities in 27 different locations. See Lindora, LLC v. Isagenix Int'l, LLC, 28 198 F. Supp. 3d 1127, 1137 (S.D. Cal. 2016) (no general 1 jurisdiction where the plaintiff failed to make a comparative 2 assessment and instead solely focused on the defendant's 3 extensive contacts in California); accord Ketayi v. Health 4 Enrollment Grp., -- F. Supp. 3d --, No. 20-cv-1198-GPC-KSC, 2021 5 WL 347687, at *5 (S.D. Cal. Feb. 2, 2021). “If the magnitude of 6 a corporation's business activities in the forum state 7 substantially exceeds the magnitude of the corporation's 8 activities in other places, general jurisdiction may be 9 appropriate in the forum state.” Lindora, 198 F. Supp. 3d at 10 1137. 11 Stage Nine and SPN argue that, although GlobalTranz is 12 not incorporated and does not have its principal place of 13 business in California, its contacts with California are so 14 continuous and systematic that it should be subject to general 15 jurisdiction there. See Daimler, 571 U.S. at 139 n.19. However, 16 none of the contacts proffered by Stage Nine or SPN are 17 sufficient to conclude that GlobalTranz is “at home” in 18 California. 19 Stage Nine first points out that GlobalTranz has been 20 involved in six cases in California courts as a plaintiff, and 21 one case in California as a defendant, over the past twelve 22 years. (See Pl.’s Opp’n at 5-6.) While GlobalTranz’s presence 23 as a plaintiff in a handful of other suits “does demonstrate a 24 kind of ‘purposeful availment’ similar to that necessary for the 25 exercise of limited or specific jurisdiction, it does not 26 establish general jurisdiction because it is neither continuous 27 nor systematic.” Calvert v. Huckins, 875 F. Supp. 674, 677 (E.D. 28 Cal. 1995) (Shubb, J.). GlobalTranz’s choice of California as 1 the forum for suits it has filed against other entities reveals 2 nothing about the scope or magnitude of its operations in 3 California, given that, in those other cases, the personal 4 jurisdiction inquiry would have been focused solely on the 5 contacts of the parties being sued, not GlobalTranz. See id.; 6 Daimler, 571 U.S. at 127. Indeed, in a declaration filed in 7 support of GlobalTranz’s reply brief, its counsel, Jeff Simmons, 8 states that in each of the cases cited by Stage Nine where 9 GlobalTranz is or was a plaintiff, GlobalTranz chose to file suit 10 in California because the defendant’s principal place of business 11 was located in the state, and thus the court had general personal 12 jurisdiction over the defendant. (See Decl. of Jeff Simmons in 13 Support of Def.’s Reply (“Simmons Decl. ISO Reply”) ¶¶ 4-9 14 (Docket No. 42-1).) 15 Nor does GlobalTranz’s presence as a defendant in 16 Boatman v. Ruby Express, Sacramento County Superior Court No. 17 2019-00261259, indicate that general jurisdiction would be 18 appropriate in this case. Stage Nine contends that GlobalTranz’s 19 failure to move to dismiss for lack of personal jurisdiction in 20 Boatman has effectively conceded any objection to personal 21 jurisdiction it might have here. However, Boatman is a personal 22 injury and property damage case involving a motor vehicle 23 accident that occurred in Sacramento, California. (Simmons Decl. 24 ISO Reply ¶ 10.) GlobalTranz’s assent to the personal 25 jurisdiction of the Sacramento Superior Court therefore has 26 little bearing on this case, as personal jurisdiction there 27 appears to have been based on specific, not general, 28 jurisdiction. (See id.) 1 Stage Nine and SPN next point out that GlobalTranz has 2 been registered to do business in California since at least 2011, 3 and that it has two California branch offices which were formerly 4 independent freight brokerage and logistic companies before 5 GlobalTranz acquired them in 2019 and 2021, respectively. (See 6 Decl. of Jeffrey L. Aran in Support of Pl.’s Opp’n (“Aran 7 Decl.”), Exs. 2-3 (Docket No. 40-1).) Beyond merely asserting 8 that GlobalTranz does business in California and that it has two 9 California locations, however, SPN and Stage Nine have failed to 10 provide any evidence showing how much of GlobalTranz’s business 11 is conducted in California, how much revenue its California 12 offices are responsible for, what percentage of GlobalTranz’s 13 total revenue its California offices comprise, or what level of 14 decisionmaking within the company its California offices are 15 responsible for. See Lindora, 198 F. Supp. 3d at 1137 (“Outside 16 the traditional bases of general jurisdiction [principal place of 17 business or place of incorporation], this inquiry is a 18 necessarily comparative one, ‘call[ing] for an appraisal of a 19 corporation's activities in their entirety, nationwide and 20 worldwide.’” (quoting Daimler, 571 U.S. at 762 n.20)). 21 The only information the court has that would allow it 22 to assess the share of GlobalTranz’s total business conducted by 23 its California offices comes from (1) a declaration filed by 24 GlobalTranz’s counsel, which states that GlobalTranz’s California 25 offices employ just ten individuals, or 0.96% of GlobalTranz’s 26 1,034 employees nationwide (Simmons Decl. ISO Reply ¶ 3), and (2) 27 press releases provided by Stage Nine, which indicate that 28 GlobalTranz’s California locations are just two of many “offices 1 and locations across North America.” (Aran Decl., Ex. 3.) 2 Even based on this limited information, it is apparent 3 that Stage Nine and SPN have failed to meet their burden of 4 showing that this is an “exceptional case” which would justify 5 the exercise of general personal jurisdiction over a corporation 6 in a state other than its principal place of business or place of 7 incorporation. See Daimler, 571 U.S. at 139 n.19. Courts 8 routinely hold that companies which have only a few physical 9 locations in a forum state and which employ only a few dozen or 10 fewer employees in that state are not subject to general 11 jurisdiction where these contacts do not represent a significant 12 part of the corporation’s business compared to its business in 13 other states. In Brown v. Lockheed Martin Corp., 814 F.3d 619, 14 628-31 (2d Cir. 2016), for instance, the Second Circuit found 15 that the contacts of Lockheed Martin--which was registered to do 16 business in Connecticut, operated multiple leased locations, and 17 employed up to 70 employees in the state--fell “well below the 18 high level needed to place the corporation ‘essentially at home’ 19 in the state” because Lockheed’s Connecticut work force and 20 revenue constituted only .05% and .107% of its total, 21 respectively. 22 Similarly, in Williams v. Progressive, No. 17-cv-2282- 23 AJB-BGS, 2019 WL 143241, at *5 (S.D. Cal. Mar. 29, 2019) the 24 Southern District of California held that it could not assert 25 general jurisdiction over the defendant insurer--whose 26 subsidiaries had multiple offices in the state--because the 27 insurer had only written 7.9% of its nationwide insurance 28 premiums in California. Even in Daimler, the Supreme Court held 1 that the defendant, Daimler AG--the German manufacturer of 2 Mercedez-Benz automobiles, which had multiple offices, continuous 3 operations, and billions of dollars’ worth of sales in 4 California--could not be subjected to the personal jurisdiction 5 of California courts because Daimler’s California sales accounted 6 for only 2.4% of its worldwide sales. See Daimler, 571 U.S. at 7 139-40. 8 Stage Nine and SPN have simply failed to provide any 9 evidence showing that GlobalTranz conducts a larger share of its 10 business in California or that its California offices play a 11 larger role in its operations than those of the defendants in the 12 above-cited cases. See Brown, 814 F.3d at 628-31; Daimler, 571 13 U.S. at 139-40. Accordingly, the court cannot conclude that 14 GlobalTranz’s relatively limited contacts with California are 15 sufficient to subject it to general personal jurisdiction in the 16 state. See Lindora, 198 F. Supp. 3d at 1137. 17 B. Specific Jurisdiction 18 “Specific jurisdiction is different [than general 19 jurisdiction]: It covers defendants less intimately connected 20 with a State, but only as to a narrower class of claims.” Ford, 21 141 S. Ct. at 1024. The contacts needed for this kind of 22 jurisdiction often go by the name ‘purposeful availment.’” Id. 23 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 24 (1985)). The defendant “must take ‘some act by which [it] 25 purposefully avails itself of the privilege of conducting 26 activities within the forum State.’” Id. (quoting Hanson v. 27 Deckla, 357 U.S. 235, 253 (1958)). “The contacts must be the 28 defendant's own choice and not ‘random, isolated, or 1 fortuitous.’” Id. (quoting Keeton v. Hustler Magazine, Inc., 465 2 U.S. 770, 774 (1984)). “They must show that the defendant 3 deliberately ‘reached out beyond’ its home--by, for example, 4 ‘exploi[ting] a market’ in the forum State or entering a 5 contractual relationship centered there.” Id. (quoting Walden v. 6 Fiore, 571 U.S. 277, 285 (2014)). 7 “Yet even then--because the defendant is not ‘at home’— 8 the forum State may exercise jurisdiction in only certain cases.” 9 Id. The plaintiff’s claims “must arise out of or relate to the 10 defendant's contacts” with the forum. Bristol-Myers Squibb, 137 11 S. Ct. at 1780. “Or put just a bit differently, ‘there must be 12 an affiliation between the forum and the underlying controversy, 13 principally, [an] activity or an occurrence that takes place in 14 the forum State and is therefore subject to the State's 15 regulation.’” Ford, 141 S. Ct. at 1024 (quoting Bristol-Myers 16 Squibb, 137 S. Ct. at 1780). 17 Here, neither Stage Nine nor SPN have provided any 18 evidence that GlobalTranz’s California offices were involved in 19 the transportation of the Hall of Heroes exhibition in any way. 20 Though Stage Nine has identified a number of cases in California 21 courts in which GlobalTranz is involved as a party, none of these 22 cases appear to pertain to the events at issue in this lawsuit. 23 See Calvert, 875 F. Supp. at 767 n.5 (holding that defendant’s 24 involvement as a party in California suits did not justify the 25 exercise of personal jurisdiction where none of those actions 26 were related to the claims before the court). Thus, the only 27 potential contact identified by the parties which GlobalTranz has 28 with California is the fact that Stage Nine, a California-based 1 corporation, contracted with Rock-It to transport the Hall of 2 Heroes exhibition, who subsequently contracted with Valued 3 Freight, who then contracted with GlobalTranz. (Compl. ¶¶ 3-4.) 4 In cases in which a party’s contact with a forum state 5 arises out of a contract formed with a party who is located in 6 that state, the Supreme Court has noted the “contract with an 7 out-of-state party alone . . . cannot . . . automatically 8 establish sufficient minimum contacts in the other party’s home 9 forum.” Burger King, 471 U.S. at 478. Instead, courts must look 10 to “prior negotiations and contemplated future consequences, 11 along with the terms of the contract and the parties’ actual 12 course of dealing” to determine whether the defendant 13 purposefully established minimum contacts with the forum. Id. at 14 479. 15 In Burger King, the Supreme Court held that a Florida 16 district court had specific personal jurisdiction over a Burger 17 King franchisee, Rudzewicz, in a franchise dispute with the 18 restaurant chain, despite the fact that Rudzewicz resided in 19 Michigan and operated his Burger King franchise there. 20 See id. According to the Court, although many of Rudzewicz’s 21 interactions with Burger King throughout the duration of their 22 commercial relationship were with Burger King’s Birmingham, 23 Michigan, office, Rudzewicz “deliberately ‘reach[ed] out beyond 24 Michigan and negotiated with a Florida corporation for the 25 purchase of the long-term franchise.” Id. at 479-80. Record 26 evidence showed that Rudzewicz knew Burger King’s operations were 27 conducted and supervised from the Miami headquarters, that all 28 relevant notices and payments had to be sent there, and that any 1 disputes between Rudzewicz and the Michigan office regarding 2 building design, rent computation, development fees, etc. had to 3 be resolved by the Miami office. Id. at 480-81. Thus, it could 4 hardly be said that Rudzewicz’s affiliation with a Florida 5 corporation was “random, fortuitous, or attenuated.” Id. at 480. 6 Rather, Rudzewicz knew he was affiliating himself with a Florida 7 corporation, and, when he refused to make his contractually- 8 obligated payments in Miami, he “caused foreseeable injuries to 9 the corporation in Florida” and it was “presumptively reasonable 10 for Rudzewicz to be called to account there for such injuries.” 11 Id. 12 Here, by contrast, Stage Nine and SPN have not provided 13 any evidence showing that their claims against GlobalTranz arise 14 out of a contract with a substantial connection to California. 15 Stage Nine does not allege that GlobalTranz contracted or dealt 16 with it directly--the two companies are separated by two 17 intermediaries, with each relationship being subject to a 18 different contract. The only parties with whom GlobalTranz 19 contracted directly, Valued Freight and SPN, are located in Texas 20 and Illinois, respectively. (Decl. of Eric P. Wise in Support of 21 Mot. to Dismiss (“Wise Decl.”), Exs. F, I (Docket No. 21-8).) 22 Performance of the contracts between GlobalTranz, Valued Freight, 23 and SPN do not involve California in any way, and neither makes 24 any mention of the fact that the customer for whose benefit they 25 were formed is located in California. (See Decl. of Jeff Simmons 26 in Support of Mot. to Dismiss (“Simmons Decl. ISO Mot. to 27 Dismiss”), Ex. B (“Valued Freight & GlobalTranz Credit Terms 28 Acceptance Certificate”) (Docket No. 21-5); id. at Ex. C (“SPN & 1 GlobalTranz Broker-Carrier Agreement”) (Docket No. 21-6); id. at 2 Ex. D (“SPN & GlobalTranz Carrier Rate Confirmation”).) In fact, 3 neither Stage Nine nor SPN present any evidence that GlobalTranz 4 was aware of Stage Nine’s identity as the consignor of the Hall 5 of Heroes exhibition, let alone that Stage Nine is headquartered 6 in California. Thus, unlike in Burger King, the evidence 7 presented does not establish that GlobalTranz could have foreseen 8 that failure to deliver the Hall of Heroes exhibition would 9 result in injury to Stage Nine in California or in Stage Nine’s 10 haling of GlobalTranz into a California court. See Burger King, 11 471 U.S. at 480. 12 For similar reasons, Stage Nine’s argument that the 13 2017 Agreement and the agreement formed between Rock-It and 14 valued Freight contain choice of law clauses indicating that 15 California law should govern any disputes is also unavailing. 16 Neither SPN nor Stage Nine have provided any evidence indicating 17 that GlobalTranz was aware of the existence of the 2017 Agreement 18 or the agreement between Rock-It and Valued Freight, or that 19 these contracts contained California choice of law clauses.2 20 2 Nor does the 2017 Agreement’s forum selection clause constitute a consent to personal jurisdiction over GlobalTranz. 21 See Nat'l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 316 22 (1964) (indicating that parties may agree in advance to submit to the jurisdiction of a given court via contract). While parties 23 to a contract may enforce a forum selection clause against non- parties “where ‘the alleged conduct of the non-part[y] is . . . 24 closely related to the contractual relationship,’” White Knight Yacht LLC v. Certain Lloyds at Lloyd’s London, 407 F. Supp. 3d 25 931, 947 (S.D. Cal. 2019) (citing Manetti-Farrow, Inc. v. Gucci Am., 858 F.2d 509, 514 n.5 (9th Cir. 1988), the forum selection 26 clause here specifies that any lawsuit arising out the 27 performance of the agreement must be filed in Los Angeles, California. (See 2017 Agreement ¶ 4b.) Thus, even if 28 GlobalTranz’s conduct were sufficiently “closely related” to the 1 The court therefore concludes that Stage Nine and SPN’s 2 claims against GlobalTranz do not arise out of or relate to any 3 contacts GlobalTranz has with California. See id. Accordingly, 4 the court may not assert specific personal jurisdiction over 5 GlobalTranz. Because the court has also found that GlobalTranz 6 is not subject to general personal jurisdiction in California, it 7 must dismiss Stage Nine and SPN’s claims against GlobalTranz for 8 lack of personal jurisdiction.3 9 IT IS THEREFORE ORDERED THAT GlobalTranz’s motion to 10 dismiss be, and the same hereby is, GRANTED. Stage Nine’s claims 11 and SPN’s cross-claims against GlobalTranz are hereby DISMISSED 12 without prejudice to refiling in another forum which does have 13 /// 14 /// 15 contractual relationship between Stage Nine and Rock-It to 16 enforce the forum-selection clause against GlobalTranz, because the clause specifies that any suit must be brought in Los Angeles 17 County, enforcement of the clause would not permit Stage Nine to 18 hale GlobalTranz into court in Sacramento County or the Eastern District of California. 19 3 Stage Nine has additionally argued that dismissal of 20 its claims against GlobalTranz for lack of personal jurisdiction would be unfair and inefficient because it would require Stage 21 Nine to litigate its claims concerning the loss of the Hall of 22 Heroes exhibition in multiple fora. Putting aside the fact that binding Supreme Court precedent dictates that the court should 23 only consider factors such as judicial efficiency and fundamental fairness after it has identified that the defendant possesses 24 certain minimum contacts with the forum state, see Burger King, 471 U.S. at 476-77 (“Once it has been decided that a defendant 25 purposefully established minimum contacts within the forum State, these contacts may be considered in light of other factors to 26 determine whether the assertion of personal jurisdiction would 27 comport with ‘fair play and substantial justice.’”), Stage Nine has not addressed why it could not have brought its claims 28 against defendants in a single case in Florida. enn nnn een I EE II IED ae 1 personal jurisdiction over GlobalTranz. 2 . . 3 | Dated: August 11, 2021 ht hte A, hd. WILLIAM B. SHUBB 4 UNITED STATES DISTRICT JUDGE 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 18