The opinion
1
2
3
4 UNITED STATES DISTRICT COURT
5 NORTHERN DISTRICT OF CALIFORNIA
6
7 MICHAEL BROWN, et al., Case No. 18-cv-02430-SVK
8 Plaintiffs,
ORDER ON MOTION TO DISMISS
9 v. SECOND AMENDED COMPLAINT
AND MOTION TO TRANSFER
10 DETAILXPERTS FRANCHISE
SYSTEMS, LLC, Re: Dkt. No. 54
11
Defendant.
12
13 Plaintiffs Bobcat 1 Enterprises, Inc. and Michael Brown entered into a Franchise
14 Agreement with Defendant DetailXPerts Franchise Systems, LLC to operate a vehicle detailing
franchise in Morgan Hill, California. After operating the franchise for some period of time,
15
Plaintiffs notified Defendant they were rescinding the Franchise Agreement and filed this lawsuit,
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alleging that Defendant had made various fraudulent misrepresentations during negotiation of the
17
Franchise Agreement. See Dkt. 53 (Second Amended Complaint (“SAC”)). In an order dated
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September 12, 2018, the Court granted Defendant’s motion to compel arbitration based on an
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arbitration provision in the Franchise Agreement covering the claims asserted in the initial
20
complaints. Dkt. 34. In the same order, the Court denied Defendant’s motion to dismiss for
21
improper venue under Federal Rule of Civil Procedure 12(b)(3), denied without prejudice
22 Defendant’s motion to transfer the case to the Eastern District of Michigan pursuant to 28 U.S.C.
23 § 1404(a), and stayed the case pending completion of the arbitration Id.
24 Approximately 13 months later, on October 15, 2019, the Court lifted the stay because
25 Plaintiffs had not yet initiated arbitration. Dkt. 41. The Court subsequently set a schedule for
26 further proceedings on the pleadings, which resulted in Plaintiffs filing the SAC. Dkt. 53.
27 Defendant then filed the present motion to dismiss the SAC pursuant to Federal Rule of Civil
1 28 U.S.C. § 1404(a). Dkt 54. Plaintiff opposes the motion. Dkt. 63.
2 Pursuant to Civil Local Rule 7-1(b), the Court deems this matter suitable for determination
without oral argument. Having carefully considered the briefs, the case file, and the relevant law,
3
the Court DENIES the motion to dismiss and DENIES the motion to transfer the case to the
4
Eastern District of Michigan for the reasons that follow.
5
I. BACKGROUND
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Plaintiff Michael Brown is a resident of California, and Plaintiff Bobcat 1 Enterprises, Inc.
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is a California corporation with its principal place of business in Gilroy, California. SAC (Dkt.
8
53) ¶¶ 1-2. Defendant DetailXPerts Franchise Systems, LLC is a Michigan limited liability
9
company with its principal place of business in Chattanooga, Tennessee. Id. ¶ 3.
10
In late 2016, the parties entered into a Franchise Agreement. See Dkt. 54-2. The Franchise
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Agreement includes an arbitration provision that provides:
12
13 22.1 Mediation and Arbitration. Except for controversies, disputes or claims
related to the enforcement of the Marks by the Franchisor, the covenants not to
14 compete, or any lease of real estate, equipment or vehicles all controversies,
disputes or claims between the Franchisor, its officers, directors, shareholders,
15 members, managers, subsidiaries and affiliated companies and their shareholders,
officers, directors, agents, members, managers, employees and attorneys (in their
16
representative capacity) and the Franchisee (and its owners and guarantors, if
17 applicable) arising out of or related to: (1) this Agreement or any other agreement
between the parties or any provision of such agreements; (2) the relationship of the
18 parties hereto; (3) the validity of this Agreement or any other agreement between
the parties or any provision of such agreements; or (4) any Licensed Method, shall
19 be first be submitted for non-binding mediation to the American Arbitration
Association (“AAA”) on demand of either party and, in the event the parties are
20
unable to resolve their differences in mediation, then for binding arbitration to the
21 AAA on demand of either party. Such mediation and arbitration proceedings shall
be conducted in Detroit, Michigan, and shall be heard by a single mediator or, if
22 necessary, by a single arbitrator in accordance with the then current mediation rules
or Commercial Arbitration Rules of the AAA, respectively, except as otherwise
23 provided in this Agreement.
24 Ex. 54-2 § 22.1.
25 Section 22.4 of the Franchise Agreement sets forth the parties’ agreements on governing
26 law and choice of forum:
27
22.4. Governing Law/Consent to Venue and Jurisdiction; Jury Waiver. All
1
disputes to be arbitrated by the Franchisor and the Franchisee shall be governed by
2 the Federal Arbitration Act (the “FAA”) and no procedural arbitration issues are to
be resolved pursuant to any state statutes, regulations or common law. Except to the
3 extent governed by the FAA, the United States Trademark Act of 1946 (Lanham
Act, 15 U.S.C. Sections 1051 et seq.) or other federal law, this Agreement shall be
4 interpreted under the laws of the state of Michigan and any dispute between the
parties shall be governed by and determined in accordance with the substantive
5
laws of the state of Michigan, except that any state law regulating the sale of
6 franchises or governing the relationship of a franchisor and a franchisee shall not
apply unless its jurisdictional requirements are met independently without reference
7 to this Section 22.4, which laws shall prevail in the event of any conflict of law.
The Franchisee and the Franchisor have negotiated regarding a forum in which to
8 resolve any disputes which may arise between them and have agreed to select a
forum in order to promote stability in their relationship. Therefore, if a claim is
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asserted in any legal proceeding involving the Franchisee, its officers, directors,
10 managers or partners (collectively, “Franchisee Affiliates”) and the Franchisor, its
officers, directors, managers or sales employees (collectively, “Franchisor
11 Affiliates”), the parties agree that the exclusive venue for disputes between them,
other than an arbitration proceeding as provided in Section 22.1 above, shall be in
12 the state and federal courts of Detroit, Michigan and each party waives any
objection they may have to the personal jurisdiction of or venue in these state and
13
federal courts or arbitration in Detroit, Michigan.
14 THE FRANCHISOR, THE FRANCHISOR AFFILIATES, THE FRANCHISEE
AND THE FRANCHISEE AFFILIATES EACH WAIVE THEIR RIGHTS TO A
15 TRIAL BY JURY.
16 Id. § 22.4.
17 The Franchise Agreement also states that “[n]otwithstanding the above mediation and
18 arbitration provisions, the Franchisor and the Franchisee will each have the right in a proper case
19 to obtain injunctive relief and any damages incidental thereto from a court of competent
20 jurisdiction” and that “[a]ny such action will be brought as provided in Section 22.4 ...” Id. § 22.5.
21 On or about January 22, 2018, Plaintiffs informed Defendant that they were rescinding the
22 Franchise Agreement and ceased operating the franchise. Dkt. 53 ¶¶ 9-10.
23 On April 24, 2018, Plaintiffs filed this lawsuit. Dkt. 1. As discussed above, the Court
24 granted Defendant’s motion to compel arbitration, but Plaintiffs did not initiate arbitration and
25 ultimately filed the SAC on January 26, 2020. Dkt. 53. The SAC asserts claims for:
26 (1) declaratory relief on the grounds that the arbitration clause is unenforceable; (2) violation of
27 the California Franchise Investment Law, Cal. Corp. C. § 31200 et seq. (the “CFIL”); (3) unfair
1 § 17200 et seq.; (4) fraudulent misrepresentation, deceit, and concealment; (5) negligent
2 misrepresentation, and (6) unjust enrichment. Id.
3 II. LEGAL STANDARD
4 A. Motion to Dismiss Under Federal Rule of Civil Procedure 12(b)(6)
5 Under Rule 12(b)(6), a district court must dismiss a complaint if it fails to state a claim
6 upon which relief can be granted. In ruling on a motion to dismiss, the court may consider only
7 “the complaint, materials incorporated into the complaint by reference, and matters of which the
8 court may take judicial notice.” Metzler Inv. GmbH v. Corinthian Colls., Inc., 540 F.3d 1049,
9 1061 (9th Cir. 2008). In deciding whether the plaintiff has stated a claim, the court must assume
10 the plaintiff’s allegations are true and draw all inferences in the plaintiff’s favor. Usher v. City of
11 L.A., 828 F.2d 556, 561 (9th Cir. 1987). However, the court is not required to accept as true
12 “allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable
13 inferences.” In re Gilead Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008) (citation omitted).
14 To survive a motion to dismiss under Rule 12(b)(6), the plaintiff must allege “enough facts
15 to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544,
16 570 (2007). This “facial plausibility” standard requires the plaintiff to allege facts that add up to
17 “more than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S.
18 662, 678 (2009).
19 Leave to amend must be granted unless it is clear that the complaint’s deficiencies cannot
20 be cured by amendment. Lucas v. Dept’ of Corr., 66 F.3d 245, 248 (9th Cir. 1995).
21 B. Motion to Transfer Venue Pursuant To 28 U.S.C. § 1404(a)
22 A district court “[f]or the convenience of parties and witnesses, in the interest of justice”
23 may transfer an action to another district where it might have been brought. 28 U.S.C. § 1404(a).
24 This section aims “to prevent the waste of time, energy and money and to protect litigants,
25 witnesses and the public against unnecessary inconvenience and expense.” Van Dusen v. Barrack,
26 376 U.S. 612, 616 (1964) (internal quotation marks and citation omitted). It also gives “discretion
27 [t]o the district court to adjudicate motions for transfer according to an individualized, case-by-
1 case consideration of convenience and fairness.” Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22,
2 29 (1988) (quoting Van Dusen, 376 U.S. at 622).
3 In making a determination under Section 1404(a), the Court considers (1) the convenience
4 of the parties; (2) the convenience of witnesses; and (3) the interest of justice. 28 U.S.C.
5 § 1404(a); Commodity Futures Trading Comm’n v. Savage, 611 F.2d 270, 279 (9th Cir. 1979). The
6 Court may also consider and weigh:
7 (1) the location where the relevant agreements were negotiated and executed, (2) the
8 state that is most familiar with the governing law, (3) the plaintiff's choice of forum,
9 (4) the respective parties' contacts with the forum, (5) the contacts relating to the
10 plaintiff's cause of action in the chosen forum, (6) the differences in the costs of
11 litigation in the two forums, (7) the availability of compulsory process to compel
12 attendance of unwilling non-party witnesses, and (8) the ease of access to sources of
13 proof.
14 Jones v. GNC Franchising, Inc., 211 F.3d 495, 498-99 (9th Cir. 2000). Additionally, the presence
15 of a forum selection clause and “the relevant public policy of the forum state” are “significant
16 factors” in the court's § 1404(a) analysis. Id. at 499.
17 The moving party has the burden of showing that the proposed transferee district is the
18 more appropriate venue. Id.
19 III. DISCUSSION
20 A. Motion to Dismiss
In its motion, Defendant argues that the SAC should be dismissed because although the
21
arbitration agreement in the Franchise Agreement contains an exception for actions seeking
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injunctive relief, the SAC does not seek an injunction. Dkt. 54 at 4-6. In their opposition,
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Plaintiffs concede that the arbitration agreement covers the claims in the SAC. Dkt. 63 at 4.
24
However, Plaintiffs now argue that the arbitration agreement itself is unconscionable. Id.
25
The parties agree that although a dispute over the validity of a contract containing an
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arbitration clause must be arbitrated, the issue of whether the arbitration clause itself is
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unconscionable is for the court to decide. Id. at 8; see generally Dkt. 67 at 1; see also Rent-A-
1 Franchise Corp., 622 F.3d 996, 1000 (9th Cir. 2010). Plaintiffs state that California law governs
2 this question (Dkt. 63 at 8-9), whereas Defendants state that Michigan law applies (Dkt. 67 at 4-5).
According to Defendants, under both California and Michigan law, a contract must be both
3
procedurally and substantively unconscionable to be rendered invalid. Dkt. 67 at 4-5; see also
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Armendariz v. Found. Health Psycare Servs., Inc., 24 Cal. 4th 83, 99 (2000); Lozada v. Dale
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Baker Oldsmobile, Inc., 91 F. Supp. 2d 1087, 1100 (W.D. Mich. 2000). California courts use a
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sliding scale to determine unconscionability—greater substantive unconscionability may
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compensate for lesser procedural unconscionability. Id. However, although “the two types of
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unconscionability need not both be present to the same degree,” a contract provision is
9
unenforceable “only if it is both procedurally and substantively unconscionable.” Shroyer v. New
10 Cingular Wireless Svcs., Inc., 498 F.3d 976, 981 (9th Cir. 2007) (internal quotation marks and
11 citations omitted; emphasis added). Similarly, “both substantive and procedural unconscionability
12 are required to hold an agreement unenforceable” under Michigan law. Whirlpool Corp. v.
13 Grigoleit Co., 713 F.3d 316, 322 (6th Cir. 2013).
14 Thus, although unconscionability is ultimately a question of law to be decided by this
15 Court, “numerous factual inquiries bear upon that question” and “only where the extrinsic
evidence is undisputed will the court be able to determine unconscionability absent predicate
16
findings of fact.” McColloum v. XCare.net, Inc., 212 F. Supp. 2d 1142, 1150 (N.D. Cal. 2002)
17
(internal quotation marks and citations omitted). Moreover, because both procedural and
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substantive unconscionability are required, “disputed questions of fact with respect to either the
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procedural or substantive aspects of the contract will preclude a legal determination of
20
unconscionability.” Id. (emphasis added).
21
In general, procedural unconscionability focuses on oppression or surprise. Nagrampa v.
22 MailCoups, Inc., 469 F.3d 1257, 1280 (9th Cir. 2006). “Oppression arises from an inequality of
23 bargaining power that results in no real negotiation and an absence of meaningful choice, while
24 surprise involves the extent to which the supposedly agreed-upon terms are hidden in a prolix
25 printed form drafted by the party seeking to enforce them.” Id. (internal quotation marks and
26 citations omitted). Here, on the issue of procedural unconscionability, both parties submit
27 declarations and other evidence. See, e.g., Dkt. 63-1 (Brown Decl.); 67-1 (Williams Affidavit).
1 is,” Defendant’s authorized representative denies that the franchisor told Brown that the Franchise
2 Agreement was a “take it or leave it situation” or that the franchisor would not negotiate.
Compare Dkt. 63-1 ¶ 5 and Dkt. 67-1 ¶¶ 14-15. These disputed questions of fact preclude a
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determination at this motion to dismiss stage of whether the arbitration provision is procedurally
4
unconscionable. Because the Court cannot make a determination of procedural unconscionability
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at this stage, it also cannot decide the overall question of unconscionability, which requires a
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finding of at least some procedural unconscionability even if there is a strong showing of
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substantive unconscionability (a question that the Court declines to reach at this stage). See
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Shroyer, 498 F.3d at 981; Whirlpool Corp., 713 F.3d at 322.
9
The SAC contains allegations that the arbitration clause in the Franchise Agreement is both
10 procedurally and substantively unconscionable. Dkt. 53 ¶ 157. Accepting the allegations of the
11 SAC as true, as the Court must do on a motion to dismiss, the Court finds that Plaintiff has stated a
12 claim that the arbitration agreement is unconscionable. Accordingly, Defendants’ motion to
13 dismiss is DENIED.
14 B. Motion to Transfer
15 Defendant argues that if the Court does not dismiss the SAC, this case should be
16 transferred to the Eastern District of Michigan pursuant to the forum selection clause in the
Franchise Agreement. Dkt. 54 at 6-8. Plaintiff opposes, arguing that because the franchise that is
17
the subject of this action was located in California, the forum selection clause in unenforceable
18
under the California Franchise Relations Act (“CFRA”). Dkt. 63. In its reply, Defendant argues
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that even if the CFRA bars enforcement of the forum selection clause, the case should be
20
transferred for pursuant to 28 U.S.C. § 1404(a) or on the grounds of forum non conveniens.
21
Dkt. 67 at 11-13.
22
“[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign
23 forum is through the doctrine of forum non conveniens,” whereas “Section 1404(a) is merely a
24 codification of the doctrine of forum non conveniens for the subset of cases in which the transferee
25 forum is within the federal court system.” Atl. Marine Const. Co. v. U.S. Dist. Ct., 571 U.S. 49,
26 60 (2013). Here, the forum selected in the Franchise Agreement is the “state and federal courts of
27 Detroit, Michigan,” and Defendant seeks transfer to the Eastern District of Michigan. Dkt. 54-2
1 1404(a). However, “because both § 1404(a) and the forum non conveniens doctrine from which it
2 derives entail the same balancing-of-interests standard, courts should evaluate a forum-selection
clause pointing to a nonfederal forum in the same way that they evaluate a forum-selection clause
3
pointing to a federal forum.” Atl. Marine, 571 U.S. at 61; see also Sun v. Advanced China
4
Healthcare, Inc., 901 F.3d 1081, 1087 (9th Cir. 2018).
5
“When the parties have agreed to a valid forum-selection clause, a district court should
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ordinarily transfer the case to the forum specified in that clause” and “[o]nly under extraordinary
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circumstances unrelated to the convenience of the parties should a § 1404(a) be denied.” Atl.
8
Marine, 571 U.S. at 62. The presence of a valid forum-selection clause requires district courts to
9
adjust their usual Section 1404(a) analysis in three ways: (1) the plaintiff’s choice of forum merits
10 no weight; (2) the court should not consider arguments about the parties’ private interests; and
11 (3) a Section 1404(a) transfer of venue will not carry with it the original venue’s choice-of-law
12 rules, which may affect public interest considerations. Id. at 63-64.
13 However, the analysis set forth in Atlantic Marine applies only to a valid forum selection
14 clause. Id. at 62 n.5 (“Our analysis presupposes a contractually valid forum-selection clause”). “In
15 diversity cases, federal courts apply federal law in determining the enforceability of forum-
selection clauses.” In re Cathode Ray Tube (CRT) Antitrust Litig., No. C 07-5944-SC, 2014 WL
16
1047207, at *2 (N.D. Cal. Mar. 13, 2014) (citing Manetti-Farrow, Inc. v. Gucci Am., Inc., 858
17
F.2d 509, 513 (9th Cir. 1988)). Contractual forum selection clauses are prima facie valid, and the
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party seeking to avoid the forum selection clause bears a heavy burden of showing that the clause
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is invalid. In re CRT Antitrust Litig., 2014 WL 1047207, at *2 (citing M/S Bremen v. Zapata Off-
20
Shore Co., 407 U.S. 1, 10, 15, 17 (1972)). One circumstance in which a forum selection clause
21
may be found invalid is if enforcement of the clause would contravene a strong public policy of
22 the forum in which the suit is brought. In re CRT Antitrust Litig., 2014 WL 1047207, at *2 (citing
23 Murphy v. Schneider Nat’l, Inc., 362 F.3d 1133, 1140 (9th Cir. 2004)).
24 A California district court applied these principles to find a forum selection clause in a
25 franchise agreement invalid in Frango Grille USA, Inc. v. Pepes Franchising Ltd., No. CV 14-
26 2086 DSF (PLAx), 2014 WL 7892164, at *3 (C.D. Cal. July 21, 2014). The court’s invalidity
27 holding was based on California Business & Professions Code § 20040.5 in the CFRA, which
1 with respect to any claim arising under or relating to a franchise agreement involving a franchise
2 business operating within this state.” This statute expresses the strong public policy of California,
invalidates the forum selection clause in the franchise agreement, and renders the Atlantic Marine
3
analysis inapplicable. 2014 WL 7892164, at *3; see also Jones, 211 F.3d at 498.
4
Likewise, the forum selection clause in the parties’ Franchise Agreement in this case is
5
invalid under Section 20040.5 of the CFRA. Accordingly, the Court must analyze the
6
convenience factors without taking into account the forum selection clause. See Frango Grille,
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2014 WL 7892164, at *4.
8
1. Propriety of transferee district
9
In analyzing a convenience transfer under Section 1404(a), the Court must first consider
10
whether the proposed transferee district, the Eastern District of Michigan, is a “district or division
11 where [the action] might have been brought.” 28 U.S.C. § 1404(a). Here, the SAC alleges that
12 Defendant DetailXPerts is a Michigan limited liability company, and Plaintiff does not argue that
13 this case could not have been brought in the Eastern District of Michigan. See Dkt. 53 ¶ 3.
14 Accordingly, the proposed transferee district is a district in which this action might have been
15 brought.
16 2. Convenience factors
17 The Court next considers whether the relevant factors favor or disfavor transfer. The Court
need not consider all the convenience factors articulated in Jones, and it “has the broad discretion
18
to address some of these or other factors based on the particular facts of each case.” Johansson v.
19
Cent. Garden & Pet Co., No. C 10-03771 MEJ, 2010 WL 2977725, at *2 (N.D. Cal. Dec. 2, 2010)
20
(citation omitted).
21
Many of the Jones factors weigh in favor of denying transfer. Most importantly, Plaintiff
22
chose this forum. Generally, “[t]he defendant must make a strong showing of inconvenience to
23
warrant upsetting the plaintiff’s choice of forum.” Decker Coal Co. v. Commonwealth Edison
24
Co., 805 F.2d 834, 843 (9th Cir. 1986). Moreover, the franchise that is the subject of this dispute
25
was located in this state. See Dkt. 54-2; Dkt. 53 ¶ 18. The Court also recognizes the “strong
26
public policy of the State of California to protect California franchisees from the expense,
27
inconvenience, and possible prejudice of litigating in a non-California venue.” Jones, 211 F.3d at
1 498.
2 To be sure, some factors weigh in favor of transferring the case to the Eastern District of
3 Michigan. The Michigan district court is more familiar with Michigan law, which the parties’
4 Franchise Agreement selects as the governing law. See Dkt. 54-2 § 22.4. Defendant has argued
5 that the cost of litigating in Michigan is less than the cost of litigating here. Dkt. 54 at 7.
6 Moreover, Defendant has presented evidence that Plaintiff’s attorney is counsel of record in three
7 consolidated cases in the Eastern District of Michigan involving DetailXPerts. Id. Defendant also
8 argues that those pending Michigan cases and this case “likely involve many of the same potential
9 witnesses and proofs.” Id. at 7-8.
10 However, Plaintiff chose this forum, the franchise that is the subject of this dispute was
11 located in this state, and California has a “strong public policy to provide a protective local forum
12 for local franchisees.” Jones, 211 F.3d at 499. Defendant has made no showing that the evidence
13 or witnesses will be more accessible to the Michigan district court than this Court. Indeed, in
14 opposing Plaintiffs’ argument as to why the chosen Michigan venue for arbitration is
15 unconscionable, Defendant admits that its principals “spend significant time in Chattanooga,
16 Tennessee, and would also face a travel burden and associated costs” in connection with an
17 arbitration in Michigan. Dkt. 67 at 9. Although Defendant points to other cases in the Eastern
18 District in Michigan that involve DetailXPerts franchisees, it appears that Defendant filed those
19 cases, and Defendant cites no authority for the proposition that Defendant’s own conduct in filing
20 cases in another forum should displace Plaintiff’s chosen forum. Moreover, Defendant does not
21 address whether any efficiency could be achieved by transferring this case to the Michigan district
22 court, such as through consolidation. In any event, to the extent the pending cases in Michigan
23 involve evidence that will overlap with the evidence in this case, many of the same efficiencies
24 can be achieved by using that evidence in this case without transferring the case itself to Michigan.
25 On balance, the Court concludes that transfer to the Eastern District of Michigan would not
26 serve the convenience of the parties or witnesses or the interests of justice. Defendant has not
27 carried its burden of proving that transfer is warranted. Accordingly, the motion to transfer is
1
2 || IV. CONCLUSION
3 For the reasons discussed, the motion to dismiss and motion to transfer are DENIED. The
4 || Court ORDERS as follows:
5 1. The parties must meet and confer by telephone or videoconference (not email)
6 regarding a schedule that provides for trial not more than one year from the date of
7 this order. Specifically, the parties must discuss whether discovery is necessary or
8 whether the case may proceed directly to motion(s) for summary judgment. If
9 discovery is necessary, the parties must develop a discovery plan that specifically
10 identifies the necessary discovery to be conducted and a reasonable, efficient
11 schedule for completion of that discovery, along with the remainder of the case
12 schedule.
13 2. The Court will hold a Case Management Conference on September 22, 2020. The
14 parties must file a Joint Case Management Conference statement, which must
15 include the detailed discovery plan and scheduling proposal developed in
16 accordance with Paragraph 1 by September 15, 2020. If the Parties are unable to
3 17 agree upon a schedule, the Joint Case Management Conference statement may
S 18 contain competing proposals.
19 SO ORDERED.
20 Dated: August 31, 2020
21
22 Susmm vetut—
SUSAN VAN KEULEN
23 United States Magistrate Judge
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