Stage Nine Design, LLC v. Rock-It Cargo, LLC

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8 UNITED STATES DISTRICT COURT

9 EASTERN DISTRICT OF CALIFORNIA

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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.

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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.)

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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

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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

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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

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identical to allegations listed in support of its “Cause of

Action” for breach of contract. (Compare Compl. at 19-22 with

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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

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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

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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

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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

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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.

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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

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purposefully established minimum contacts within the forum State,

these contacts may be considered in light of other factors to

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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

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18

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28

18