King v. Bumble Trading, Inc. ( 2020 )

1 2 3 4 5 6 7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 10 NICK KING, et al., Case No. 18-cv-06868-NC 11 Plaintiffs, ORDER GRANTING IN PART 12 AND DENYING IN PART v. DEFENDANTS’ MOTION TO 13 DISMISS; ORDER GRANTING BUMBLE TRADING, INC., et al., MOTIONS TO SEAL 14 Defendants. Re: Dkt. Nos. 67, 78, 79 15 16 17 Pending before the Court is defendants Bumble Trading, Inc. and Bumble Holding, 18 Ltd.’s motion to dismiss out-of-state plaintiffs’ claims for lack of personal jurisdiction 19 under Federal Rule of Civil Procedure 12(b)(2). See Dkt. No. 67 at 11–18. At issue is 20 whether the Court has personal jurisdiction over the claims of the out-of-state named 21 plaintiff, Brian Wess, and those of absent out-of-state class members. For the following 22 reasons, the Court GRANTS IN PART and DENIES IN PART Defendants’ motion to 23 dismiss. The Court also GRANTS the parties’ administrative motions to seal. 24 I. Background 25 Defendants own and operate a mobile software application “Bumble” that provides 26 dating services for its users. See Dkt. No. 58 (“TAC”) ¶¶ 18, 21. Plaintiffs Nick King, Jr., 27 Deena Fischer, Elena Weinberger, and Brian Wess accuse Bumble of violating New York 1 provisions in connection with Bumble’s premium service, “Bumble Boost.” See id. ¶¶ 2, 2 25–50. Plaintiffs seek to represent a nationwide class of Bumble Boost purchasers. Id. 3 ¶ 87. 4 On September 9, 2019, Defendants moved to dismiss certain claims in Plaintiffs’ 5 third amended complaint. See Dkt. No. 67. The Court denied in part Defendants’ motion 6 to dismiss in-state plaintiffs’ claims under New York law, but deferred ruling on whether 7 the Court lacks personal jurisdiction over out-of-state plaintiffs’ claims to give the parties 8 time to conduct jurisdictional discovery.1 See Dkt. No. 76. Jurisdictional discovery is now 9 complete. See Dkt. Nos. 77, 80. 10 II. Legal Standard 11 To determine whether the exercise of personal jurisdiction over a nonresident 12 defendant is proper, a district court must apply the law of the state in which it sits. 13 Panavision Int’l, L.P. v. Toeppen, 141 F.3d 1316, 1320 (9th Cir. 1998). District courts in 14 California may exercise personal jurisdiction over a nonresident defendant to the extent 15 permitted by the Constitution. Cal. Code Civ. Proc. § 410.10. Accordingly, under the Due 16 Process Clause of the Fourteenth Amendment, the defendant must have “certain minimum 17 contacts” with the forum “such that the maintenance of the suit does not offend traditional 18 notions of fair play and substantial justice.” Int’l Shoe Co. v. State of Wash., 326 U.S. 310, 19 316 (1945) (citations and quotation marks omitted). Personal jurisdiction may be general 20 or specific. See Daimler AG v. Bauman, 571 U.S. 117, 126–27 (2014). 21 “When a defendant moves to dismiss for lack of personal jurisdiction, the plaintiff 22 bears the burden of demonstrating that the court has jurisdiction over the defendant.” 23 Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 2006). “[I]n the absence of an 24 evidentiary hearing, the plaintiff need only make a prima facie showing of jurisdictional 25 facts to withstand the motion to dismiss.” Washington Shoe Co. v. A-Z Sporting Goods 26 Inc., 704 F.3d 668, 671-72 (9th Cir. 2012) (quotation marks omitted); see also Data Disc, 27 1 Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1287 (9th Cir. 1977) (“If the court 2 determines that it will receive only affidavits or affidavits plus discovery materials . . . a 3 plaintiff must make only a prima facie showing of jurisdictional facts . . . .”). “Although 4 the plaintiff cannot simply rest on the bare allegations of its complaint, uncontroverted 5 allegations in the complaint must be taken as true.” Schwarzenegger v. Fred Martin Motor 6 Co., 374 F.3d 797, 800 (9th Cir. 2004) (citations and quotation marks omitted). Likewise, 7 “[c]onflicts between parties over statements contained in affidavits must be resolved in the 8 plaintiff’s favor.” Id. (citing AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 9 (9th Cir. 1996)). 10 III. Discussion 11 Defendants argue that the Court does not have personal jurisdiction over the claims 12 of the out-of-state named plaintiff, Brian Wess, and those of absent out-of-state class 13 members. Plaintiffs raise three arguments in response: (1) Defendants waived any 14 challenge to personal jurisdiction; (2) the Court has general jurisdiction; and (3) the Court 15 has specific jurisdiction. The Court addresses each in turn. 16 A. Forum Selection Clause 17 Plaintiffs first argue that Defendants waived any challenge to the Court’s personal 18 jurisdiction by virtue of the forum selection clause in their terms of use. See Dkt. No. 69 at 19 11–13. As relevant here, Bumble’s forum selection clause states that: 20 By using the App, you are consenting to the exclusive jurisdiction of the 21 courts of the United States and the State of New York. You agree that such 22 courts shall have in personam jurisdiction and venue and waive any objection 23 based on inconvenient forum. 24 Dkt. No. 58-1 (“Terms”) § 12. 25 The Court disagrees. That provision unambiguously refers to the user’s waiver of 26 personal jurisdiction. The word “you” is used throughout the Terms to specifically 27 reference the user, not Defendants. See, e.g., Terms § 1. The provision limits the 1 personal jurisdiction over Defendants. Id. § 12. Accordingly, Defendants did not waive 2 their challenge to personal jurisdiction through the Terms. 3 B. General Jurisdiction 4 General jurisdiction exists when a defendant’s activities in the forum are 5 “continuous and systematic.” Daimler, 571 U.S. at 126 (quoting Int’l Shoe, 326 U.S. at 6 317). For corporate defendants, general jurisdiction exists at its “place of incorporation 7 and principal place of business.” Id. at 137. Specific jurisdiction exists when the lawsuit 8 “aris[es] out of or relate[s] to the defendant’s contacts with the forum.” Id. at 127 (quoting 9 Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.8 (1984)) 10 (alterations in original). 11 Plaintiffs argue that the Court has general personal jurisdiction over Defendants 12 because their principal places of business are in California. See Dkt. No. 77 at 7. The 13 principal place of business, or the corporation’s “nerve center,” is “the place where the 14 corporation’s high level officers direct, control, and coordinate the corporation’s 15 activities.” Hertz Corp. v. Friend, 559 U.S. 77, 80 (2010).2 16 According to Plaintiffs, Defendants’ principal places of business are in California 17 because, according to documents filed with the California Secretary of State, Bumble 18 Trading’s principal executive office is in San Francisco and both Bumble Trading and 19 Bumble Holding have high level officers who work or live in Los Angeles. Id. at 8. In 20 response, Defendants contend that they have never been based in California. See Dkt. No. 21 80 at 2. Relying on two declarations by Caroline Roche, Bumble’s first employee, 22 Defendants assert that the California Secretary of State documents were filed in error and 23 that Bumble Trading was always headquartered in Texas. Id. Defendants also assert that 24 Bumble Holding is headquartered in the United Kingdom. See Dkt. No. 67 at 12. 25 26 2 Although Hertz defined “principal place of business” in the context of citizenship for diversity jurisdiction, courts have used the Hertz formulation of “principal place of 27 business” for personal jurisdiction purposes as well. See, e.g., Google Inc. v. Rockstar 1 Plaintiffs argue that Roche’s declaration should be stricken because she lacks personal 2 knowledge regarding the Secretary of State filings. See Dkt. No. 77 at 4–6. 3 Even if the Court strikes Roche’s declaration, however, the Secretary of State 4 filings alone do not establish Bumble Trading’s principal place of business. In Hertz, the 5 Supreme Court “reject[ed] suggestions . . . that the mere filing of a form like the Securities 6 and Exchange Commission’s Form 10-K listing a corporation’s ‘principal executive 7 offices’ would, without more, be sufficient proof to establish a corporation’s ‘nerve 8 center.’” 559 U.S. at 97. 9 As additional proof, Plaintiffs offer employment agreements and other documents, 10 which show that some of Bumble Trading’s executive officers live and work in California. 11 However, Defendants provide uncontradicted evidence showing that Whitney Wolfe Herd, 12 Bumble Trading’s CEO, lives and works out of Texas. Although the Court generally 13 resolves conflicts over statements contained in the parties’ affidavits in Plaintiffs’ favor 14 (see Schwarzenegger, 374 F.3d at 800), Plaintiffs’ evidence is insufficient to establish 15 California as the principal place of business. As the Supreme Court noted in Hertz, even if 16 “the bulk of a company’s business activities visible to the public take place in [California], 17 while its top officers direct those activities just across the river in [Texas], the ‘principal 18 place of business’ is [Texas].” 559 U.S. at 96. Plaintiffs provide no evidence that the 19 California executives, not Wolfe Herd, “direct, control, and coordinate” Bumble Trading’s 20 activities. Hertz, 559 U.S. at 80. Thus, Plaintiffs have not shown that Bumble Trading’s 21 principal place of business is in California. 22 Likewise, as to Bumble Holding, Plaintiffs merely point to corporate documents 23 showing that some of its officers or shareholders live and work in California. See, e.g., 24 Dkt. Nos. 77-4 at 4, 77-6 at 5. But Plaintiffs provide no evidence suggesting that 25 California is where Bumble Holding’s “overall direction, control, and coordination” takes 26 place. Hertz, 559 U.S. at 96. Accordingly, the Court does not have general jurisdiction 27 over Defendants. 1 C. Specific Jurisdiction 2 A court may exercise specific personal jurisdiction over a nonresident defendant if 3 (1) the nonresident defendant purposefully directs his activities at the forum or performs 4 some act by which he purposefully avails himself of the privilege of conducting activities 5 in the forum, thereby invoking the benefits and protections of its laws; (2) the plaintiff’s 6 claim arises out of the forum-related activities of the nonresident defendant; and (3) the 7 exercise of jurisdiction over the nonresident defendant is reasonable. Schwarzenegger, 8 374 F.3d at 802. 9 1. California Plaintiffs and Class Members 10 Here, Defendants do not argue that the Court lacks personal jurisdiction over King, 11 Fischer, Weinberger, and putative California class members’ claims. See Dkt. No. 67. 12 Nor could they. King, Fischer, Weinberger, and California class members are California 13 citizens who subscribed to Bumble Boost. See TAC ¶¶ 6–7, 9, 53, 67, 79. By entering 14 into a contract with those Plaintiffs, Defendants purposefully availed themselves of the 15 privilege of conducting activities in California. See Schwarzenegger, 374 F.3d at 802 (“A 16 showing that a defendant purposefully availed himself of the privilege of doing business in 17 a forum state typically consists of evidence of the defendant’s actions in the forum, such as 18 executing or performing a contract there.”). 19 Defendants focus their arguments on personal jurisdiction over the claims of 20 putative out-of-state class members and Wess, a New York citizen. The Court addresses 21 Defendants’ arguments below. 22 2. Out-of-State Class Members 23 Defendants argue that the Supreme Court’s decision in Bristol-Myers Squibb Co. v. 24 Superior Court, 137 S. Ct. 1773 (2016) precludes personal jurisdiction over the claims of 25 out-of-state class members. As Defendants recognize, this Court previously addressed this 26 issue in Fitzhenry-Russell v. Dr. Pepper Snapple Group, No. 17-cv-0564-NC, 2017 WL 27 4224732 (N.D. Cal. Sept. 22, 2017). In that case, the Court held that Bristol-Myers, which 1 one. See Fitzhenry-Russel, 2017 WL 4224732, at *5. Because unnamed class members 2 “may be parties for some purposes and not for others,” the Court declined to apply Bristol- 3 Myers to class actions and did not consider unnamed class members for jurisdictional 4 purposes. Id. (quoting Devlin v. Scardelletti, 536 U.S. 1, 9–10 (2002)). 5 Since the Court decided Fitzhenry-Russell, other courts in this district have 6 confronted the issue. Although some courts have applied Bristol-Myers to class actions 7 (see, e.g., In re Samsung Galaxy Smartphone Marketing and Sales Practices Litigation, 8 No. 16-cv-6391-BLF, 2018 WL 1576457, at *2 (N.D. Cal. Mar. 30, 2018)), others have 9 not (see, e.g., Pascal v. Concentra, Inc., No. 19-cv-2559-JCS, 2019 WL 3934936, at *4–6 10 (N.D. Cal. Aug. 20, 2019)). The Ninth Circuit and the Supreme Court, however, have yet 11 to decide this issue. Cf. Bristol-Myers, 137 S. Ct. at 1783–84 (“[W]e leave open the 12 question whether the Fifth Amendment imposes the same restrictions on the exercise of 13 personal jurisdiction by a federal court.”). 14 Defendants urge the Court to reconsider its decision in Fitzhenry-Russell for two 15 reasons. Neither are persuasive. 16 First, Defendants argue that the due process and federalism concerns in Bristol- 17 Myers “is the same in the class and mass action contexts.” Dkt. No. 67 at 15–16. 18 Although the Court agrees that the due process and federalism concerns in Bristol-Meyers 19 are relevant to class actions (see Fitzhenry-Russell, 2017 WL 4224732, at *4), there are 20 significant procedural differences between class and mass actions that address those 21 concerns. In particular, class actions are subject to the numerosity, commonality, 22 typicality, and adequacy requirements of Federal Rule of Civil Procedure 23. Those 23 requirements act as due process safeguards to ensure fairness. See Allen v. ConAgra 24 Foods, Inc., No. 13-cv-1279-WHO, 2018 WL 6460451, at *7 (N.D. Cal. Dec. 10, 2018). 25 Second, Defendants argue that applying Bristol-Myers to preclude personal 26 jurisdiction over non-resident class members’ claims would “protect[] against what would 27 otherwise be nearly unfettered forum shopping that could lead to absurd results.” Dkt. No. 1 defendant that sells even one good or service in a state [to] face litigation in that state” 2 even if it “almost exclusively” sells its good or services elsewhere. Id. 3 But the analysis for specific jurisdiction already reflects those concerns. The 4 exercise of specific jurisdiction “must comport with traditional notions of fair play and 5 substantial justice, i.e. it must be reasonable.” Schwarzenegger, 374 F.3d at 802. It may 6 not be reasonable to exercise personal jurisdiction in a case where all but one class 7 members reside outside the forum state. This, however, is not that case. Defendants 8 provide no evidence suggesting that class members are so concentrated in a single state 9 that the exercise of personal jurisdiction outside that state is unreasonable. Rather, as they 10 noted themselves, Defendants “provide[] services to individuals across the nation” and 11 seek to impose “a uniform national standard to govern its agreements with users.” Dkt. 12 No. 44 at 12; see Sloan v. General Motors, LLC, 287 F. Supp. 3d 840, 862–63 (N.D. Cal. 13 2018) (finding no unreasonable burden in the exercise of personal jurisdiction in a 14 nationwide class action where the defendant sought to apply Florida law over a nationwide 15 class and also sought transfer to the Eastern District of Michigan for the application of 16 non-Michigan law). 17 Accordingly, the Court will follow its prior decision in Fitzhenry-Russell and finds 18 that it has specific jurisdiction over the out-of-state class members’ claims. 19 3. Wess 20 Whether the Court can assert specific jurisdiction over Wess’s claims presents a 21 more difficult question. Unlike the out-of-state class members, Wess is a named plaintiff 22 and must be considered a party for all purposes, including personal jurisdiction. 23 Plaintiffs assert that specific jurisdiction over Wess’s claims is proper because 24 various aspects of the Bumble application’s product design, user experience, or marketing 25 was developed in California. See Dkt. No. 77 at 7. But these activities are not relevant to 26 the specific jurisdiction analysis for Wess. Wess’s claims do not “arise[] out of” Bumble’s 27 product design or marketing. Schwarzenegger, 374 F.3d at 802. Wess’s claims arise out 1 As an alternative, Plaintiffs argue that the Court should assert pendent personal 2 jurisdiction over Wess’s claims. “[A] court may assert pendent personal jurisdiction over a 3 defendant with respect to a claim for which there is no independent basis of personal 4 jurisdiction so long as it arises out of a common nucleus of operative facts with a claim in 5 the same suit over which the court does have personal jurisdiction.” Action Embroidery 6 Co. v. Atl. Embroidery, Inc., 368 F.3d 1174, 1180 (9th Cir. 2004). “When a defendant 7 must appear in a forum to defend against one claim, it is often reasonable to compel that 8 defendant to answer other claims in the same suit arising out of a common nucleus of 9 operative facts.” Id. at 1181. “Pendent personal jurisdiction is typically found where one 10 or more federal claims for which there is nationwide personal jurisdiction are combined in 11 the same suit with one or more state or federal claims for which there is not nationwide 12 personal jurisdiction.” Id. at 1181–82. Pendent jurisdiction serves the interests of “judicial 13 economy, avoidance of piecemeal litigation, and overall convenience of the parties.” Id. 14 Plaintiffs rely heavily on Sloan and Allen. In Sloan, a court in this district applied 15 Action Embroidery to find pendent jurisdiction over named out-of-state plaintiffs in a 16 putative nationwide class action where those plaintiffs asserted the same claims as in-state 17 plaintiffs. 287 F. Supp. 3d at 861–62. Three factors were key to the court’s analysis. 18 First, the court noted that it likely had jurisdiction over absent out-of-court class members. 19 Id. at 861. Second, the court noted that the additional burden on the defendant was de 20 minimis due to the substantial overlap between the out-of-state plaintiffs’ claims and the 21 in-state plaintiffs’ claims. Id. at 861–62. Third, the court noted that if it declined to 22 exercise jurisdiction, piecemeal litigation would result. Id. at 862. These factors 23 established a “sufficient nexus between the claims of the 5 out-of-state plaintiffs and [the 24 defendant’s] contacts with California over which [it] has jurisdiction” to justify the 25 exercise of pendent jurisdiction. Id.; see also Allen, 2018 WL 6460451, at *7–8 (following 26 Sloan and finding pendent jurisdiction over nonresident named plaintiffs’ claims). 27 However, Sloan, at least when the above-cited order was issued, is materially 1 warranty claims. And as the Ninth Circuit noted in Action Embroidery, pendent 2 jurisdiction is “typically found where one or more federal claims . . . are combined in the 3 same suit with one or more state claims . . . .” 268 F.3d at 1181–82 (emphasis added). By 4 contrast, Plaintiffs assert no federal claims here. Indeed, when the Sloan plaintiffs’ federal 5 claims were dismissed, the court revisited its prior holding and declined to assert pendent 6 jurisdiction without a federal question “hook.” See Sloan v. Gen. Motors LLC, No. 16-cv- 7 7244-EMC, 2019 WL 6612221, at *8–10 (N.D. Cal. Dec. 5, 2019). Other district courts 8 have similarly concluded that pendent jurisdiction may be inappropriate in diversity cases. 9 See id. at *9 (collecting cases); cf. Fitzhenry-Russell, 2017 WL 4224723, at *4 (rejecting 10 argument that Bristol-Myers did not apply to federal courts sitting solely in diversity). 11 On the other hand, Allen adopted Sloan’s reasoning even though there were no 12 federal claims in that case. See Allen, 2018 WL 6460451, at *1, 7–8. But Allen did not 13 consider whether a federal question was necessary before a court could exercise pendent 14 jurisdiction.3 15 There is some appeal to asserting pendent personal jurisdiction in this case. Wess 16 and the California named plaintiffs all assert the same claims under the same New York 17 laws.4 Their claims arise from the same nucleus of alleged facts. Requiring Wess to 18 separately litigate his claims on an individual basis would be an extremely inefficient use 19 of judicial resources and could subject Defendants to inconsistent obligations. 20 And despite district courts concluding otherwise, it is not clear that Action 21 Embroidery limited pendent jurisdiction to federal question cases. See 368 F.3d at 1181 22 (“[p]endent personal jurisdiction is typically found” in federal question cases) (emphasis 23 3 In any case, the Allen plaintiffs’ victory was short-lived. In October 2019, the Allen court 24 reconsidered its decision to assert pendent jurisdiction after it denied certification of a nationwide class. See Allen v. ConAgra Foods, Inc., No. 13-cv-1279-WHO, 2019 WL 25 5191009, at *2–3 (N.D. Cal. Oct. 15, 2019) (“Now that plaintiffs have failed to achieve certification of a nationwide class, the foundation for my decision to exercise of pendent 26 personal jurisdiction is no longer present.”). 27 4 King and the putative California sub-class assert two claims under California law. See 1 added). Likewise, it is also far from clear that the Supreme Court intended to “so starkly 2 change the landscape of class actions.” Allen, 2018 WL 6460451, at * 8 n.5; see Bristol- 3 Myers, 137 S. Ct. at 1783–84 (leaving open “the question whether the Fifth Amendment 4 imposes the same restrictions on the exercise of personal jurisdiction by a federal court”); 5 see also id. at 1788–89 & n.4 (Sotomayor, J., dissenting). 6 However, the weight of authority weighs heavily against the exercise of pendent 7 jurisdiction in a diversity case such as this one. See Sloan, 2019 WL 6612221, at *9. 8 Because the exercise of pendent jurisdiction is discretionary (see Action Embroidery, 368 9 F.3d at 1181 (“the actual exercise of personal pendent jurisdiction in a particular case is 10 within the discretion of the district court”)) and Wess could “proceed” as an unnamed class 11 member if he were dismissed from this lawsuit, the Court declines to create a split of 12 authority and will not assert pendent jurisdiction over Wess’s claims. 13 4. Certification for Appeal 14 As an alternative to dismissal, Defendants request that the Court certify the issue of 15 personal jurisdiction for an interlocutory appeal. See Dkt. No. 67 at 17–18. Plaintiffs 16 oppose certification. See Dkt. No. 69 at 16–17. 17 Under 28 U.S.C. § 1292(b), a district court may certify an order for immediate 18 appeal if it “involves a controlling question of law as to which there is substantial ground 19 for difference of opinion” and where “an immediate appeal from the order may materially 20 advance the ultimate termination of the litigation.” A substantial ground for difference of 21 opinion exists where “novel and difficult questions of first impression are presented.” 22 Couch v. Telescope Inc., 611 F.3d 629, 633 (9th Cir. 2010). 23 The Court agrees with Defendants that there is a substantial ground for difference of 24 opinion as to the personal jurisdiction issue. As mentioned above, courts within this 25 district have reached different conclusions as to whether Bristol-Myers applies to class 26 actions and that question remains open. 27 However, the Court does not find that an interlocutory appeal would “materially 1 seek to represent California class members and Defendants do not contest the Court’s 2 personal jurisdiction over their claims. Thus, even if the Ninth Circuit were to reverse the 3 Court’s finding of personal jurisdiction as to Wess and the out-of-state class members, this 4 lawsuit would continue to march towards trial on every claim in the third amended 5 complaint. 6 Accordingly, the Court declines to certify this order for interlocutory appeal under 7 28 U.S.C. § 1292(b). 8 D. Motions to Seal 9 In connection with their supplemental briefing on personal jurisdiction, both parties 10 move to seal various declarations, exhibits, and portions of Plaintiffs’ brief referencing 11 those documents. See Dkt. Nos. 78, 79. Those documents include a deposition transcript, 12 corporate statements, discovery responses, and employment agreements. 13 There is a presumption of public access to judicial records and documents. Nixon v. 14 Warner Commc’ns, Inc., 435 U.S. 589, 597 (1978). Access to motions and their 15 attachments that are “more than tangentially related to the merits of a case” may be sealed 16 only upon a showing of “compelling reasons” for sealing. Ctr. for Auto Safety v. Chrysler 17 Grp., LLC, 809 F.3d 1092, 1101–02 (9th Cir. 2016). On the other hand, motions and 18 records that are only tangentially related to the merits of the case may be sealed for “good 19 cause.” Auto Safety, 809 F.3d at 1101. The “‘good cause’ standard presents a lower 20 burden for the party wishing to seal documents than the ‘compelling reasons’ standard.” 21 Pintos v. Pac. Creditors Ass’n, 605 F.3d 665, 678 (9th Cir. 2010). To satisfy good cause, 22 the party wishing to seal documents must make a “particularized showing” of harm. See 23 Kamakana, 447 F.3d at 1180; see also Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 24 1122, 1130 (9th Cir. 2003) (“good cause” requires the party to show “that specific 25 prejudice or harm will result”). “Broad allegations of harm, unsubstantiated by specific 26 examples or articulated reasoning, do not satisfy the Rule 26(c) test.” Beckman Indus., 27 Inc. v. Int’l Ins. Co., 966 F.2d 470, 476 (9th Cir. 1992) (internal quotation marks and 1 Here, the documents sought to be sealed are only tangentially related to the merits 2 || of the case. Each document relates to the question of personal jurisdiction, not the 3 || underlying merits of Plaintiffs’ consumer protection claims. Thus, the “good cause” 4 || standard for sealing applies. 5 The Court finds that there is good cause to seal the documents in question. Each 6 || document contains non-public information relating to Defendants’ internal processes for 7 || decision making or employment terms. Revealing that information could cause Bumble to 8 || suffer competitive harm. Accordingly, the Court GRANTS both parties’ motions to seal. 9 || IV. Conclusion 10 The Court GRANTS Defendants’ motion to dismiss for lack of personal jurisdiction 11 || as to Wess. Wess is terminated as an individual plaintiff. The Court DENIES Defendants’ 12 || motion to dismiss for lack of personal jurisdiction as to absent out-of-state class members. 13. |} The Court declines to certify this order for interlocutory appeal. The Court GRANTS both 14 || parties’ motions to seal. 15 IT IS SO ORDERED. 16 5 17 |} Dated: February 11, 2020 LG-e NATHANAEL M. COUSINS 18 United States Magistrate Judge 19 20 21 22 23 24 25 26 27 28