2021 WL 3565310
United States District Court, E.D. California.
STAGE NINE DESIGN, LLC, Plaintiff,
ROCK-IT CARGO USA, LLC; VALUED FREIGHT SERVICES, LLC; GLOBALTRANZ ENTERPRISES, LLC; SPN CARGO, INC.; and DOES 1 to 20, inclusive, Defendants.
ORDER RE: DEFENDANT GLOBALTRANZ’S MOTION TO DISMISS
*1 Plaintiff Stage Nine Design, LLC (“Stage Nine”) brought this action against defendants Rock-It Cargo USA, LLC (“Rock-It”), Valued Freight Services, LLC (“Valued Freight”), GlobalTranz Enterprises, LLC (“GlobalTranz”), and SPN Cargo, Inc. (“SPN”), for breach of contract, negligence, and violations of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706.1 (See generally GlobalTranz’s Notice of Removal, Ex. A (“Compl.”) (Docket No. 1-1).) GlobalTranz now moves to dismiss Stage Nine’s claims against it on the ground that this court lacks personal jurisdiction. (Mot. to Dismiss (Docket No. 21).) I. Factual Background
In April 2020, Stage Nine engaged Rock-It to ship its traveling pop culture museum exhibition (entitled “Hall of Heroes”) from West Palm Beach, Florida, to the Springfield Museum in Springfield, Massachusetts. (Compl. ¶ 3.) Shortly thereafter, Rock-It subcontracted its obligations under the engagement to Valued Freight, who subsequently subcontracted the shipment to GlobalTranz. (Compl. ¶ 4.) On July 8, 2020, GlobalTranz contracted with SPN to operate as a motor carrier for the shipment. (Id.)
On July 10th, SPN picked up the exhibition trailer from West Palm Beach. (Compl. ¶ 5.) En route to Massachusetts, the SPN driver, Veljko, stopped at the Kenworth dealer in Riviera Beach, Florida, because he noticed the “check engine” light illuminate on his tractor. (Id.) Stage Nine alleges that Veljko left the trailer on the street unattended and unsecured near the dealership as the tractor was being serviced. (Id.) Sometime between July 10th and 11th, the trailer was stolen, and still has not been recovered. (Id.) Stage Nine alleges the value of the goods lost to be approximately $462,742. (Id.)
*2 Stage Nine and Rock-It’s relationship was governed by a 2017 written agreement, in which Rock-It agreed to perform transportation brokerage services and logistics assistance on behalf of Stage Nine (the “2017 Agreement”). (Compl. ¶ 1.) (Compl. ¶¶ 1, 17-18.) Stage Nine claims that Rock-It breached the terms of this agreement by “failing to use its best efforts to select and engage responsible carriers and other transportation intermediaries,” failing to “ensure there was adequate insurance without exclusions to protect Stage Nine,” and failing to “properly and reasonable supervise and oversee the shipment.” (Compl. ¶ 17.) Stage Nine further claims that Valued Freight, GlobalTranz, and SPN each breached their respective agreements with Stage Nine, as a third-party beneficiary, for similar reasons as articulated in its claims against Rock-It, (see Compl. ¶¶ 18-20), and that each defendant is strictly liable for Stage Nine’s losses under the Carmack Amendment to the Interstate Commerce Act (see Compl. at 15).
When it answered Stage Nine’s complaint, SPN filed its own cross-claim against GlobalTranz. (See Answer of Defendant SPN Cargo, Inc. and Cross-Claim against Co-Defendant GlobalTranz Enterprises, LLC, at 14-17 (“SPN Cross-Claim”) (Docket No. 7).) It is not clear exactly what claims SPN is asserting against GlobalTranz, as the cross-claim only contains factual allegations and does not expressly label or list any claims, but, similar to Stage Nine’s complaint, the thrust of SPN’s cross-claim appears to be that GlobalTranz breached its contract with SPN, was negligent, and is liable under the Carmack Amendment because it failed to correctly and fully inform SPN of the value of the cargo it asked SPN to transport. (See id.)
Federal Rule of Civil Procedure 12(b)(2) authorizes dismissal of a plaintiff’s claims where the court lacks personal jurisdiction over the defendant. See Fed. R. Civ. P. 12(b)(2). In opposing a defendant’s motion to dismiss for lack of personal jurisdiction, the plaintiff bears the burden of establishing that jurisdiction is proper. CollegeSource, Inc. v. AcademyOne, Inc., 653 F.3d 1066, 1073 (9th Cir. 2011). “Where, as here, the defendant’s motion is based on written materials rather than an evidentiary hearing, ‘the plaintiff need only make a prima facie showing of jurisdictional facts to withstand the motion to dismiss.’ ” Id. (quoting Brayton Purcell LLP v. Recordon & Recordon, 606 F.3d 1124, 1127 (9th Cir. 2010)). A plaintiff may not simply rest on the “bare allegations of [the] complaint,” but uncontroverted allegations must be taken as true, and “[c]onflicts between parties over statements contained in affidavits must be resolved in the plaintiff’s favor.” Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004).
“Personal jurisdiction over a nonresident defendant is tested by a two-part analysis. First, the exercise of jurisdiction must satisfy the requirements of the applicable state long-arm statute. Second, the exercise of jurisdiction must comport with federal due process.” Chan v. Soc’y Expeditions, Inc., 39 F.3d 1398, 1404–05 (9th Cir. 1994). California’s long-arm statute allows courts to “exercise jurisdiction on any basis not inconsistent with the Constitution of [California] or of the United States.” Cal. Code Civ. Proc. § 410.10. This provision allows courts to exercise jurisdiction to the limits of the Due Process Clause of the U.S. Constitution. See Mattel, Inc. v. Greiner & Hausser GmbH, 354 F.3d 857, 863 (9th Cir. 2003). Thus, the governing standard here is whether exercising personal jurisdiction over GlobalTranz would comport with the limits of the Due Process Clause of the 14th Amendment.
“The Due Process Clause protects an individual’s liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful ‘contacts, ties, or relations.’ ” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471–72 (1985) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 319 (1945)). “[T]he test for personal jurisdiction requires that ‘the maintenance of the suit…not offend traditional notions of fair play and substantial justice.’ ” Ins. Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702–03 (1982) (quoting Int’l Shoe, 326 U.S. at 316).
*3 The Supreme Court has “recogniz[ed] two types of personal jurisdiction.” Ford Motor Co. v. Mont. Eighth Jud. Dist., 141 S. Ct. 1017, 1024 (2021). First, the court may assert “general” or “all-purpose” jurisdiction over the defendant if the defendant is “essentially at home” in the forum state. Id. And second, the court may assert “specific” or “case-linked” jurisdiction if the defendant has purposefully availed itself of the forum state and the plaintiff’s claims “arise out of or relate to” the defendant’s contacts with the forum. Id. at 1025 (citing Int’l Shoe, 326 U.S. at 319).
A. General Jurisdiction
“General jurisdiction, as its name implies, extends to ‘any and all claims’ brought against a defendant.” Id. “Those claims need not relate to the forum State or the defendant’s activity there; they may concern events and conduct anywhere in the world.” Id. “But that breadth imposes a correlative limit: Only a select ‘set of affiliations with a forum’ will expose a defendant to such sweeping jurisdiction.” Id. (quoting Daimler, 571 U.S. at 137); see also Ranza v. Nike, 793 F.3d 1059, 1069 (9th Cir. 2015) (“Because the assertion of judicial authority over a defendant is much broader in the case of general jurisdiction than specific jurisdiction, a plaintiff invoking general jurisdiction must meet an ‘exacting standard’ for the minimum contacts required.”).
“In what [the Supreme Court] has called the ‘paradigm’ case, an individual is subject to general jurisdiction in her place of domicile.” Ford, 141 S. Ct. at 1024 (citing Daimler, 571 U.S. at 137). “And the ‘equivalent’ forums for a corporation are its place of incorporation and the principal place of business.” Id. (citing Daimler, 571 U.S. at 137). Outside of these paradigm cases, however, plaintiffs must meet a “demanding” standard to show that a foreign corporation’s “affiliations with the State are so continuous and systematic as to render [it] essentially at home in the forum State.” Daimler, 571 U.S. at 139; see also Kipp v. Ski Enter. Corp. of Wisconsin, 783 F.3d 695, 698 (7th Cir. 2015) (“Daimler raised the bar for general jurisdiction and ‘require[s] more than the substantial, continuous, and systematic course of business that was once thought to suffice.’ ”). Accordingly, the Supreme Court has instructed that only “in an exceptional case” should a court exercise general jurisdiction over a corporation in a state other than its place of incorporation or principal place of business. Id. at 139 n.19; see also Amiri v. DynCorp Int’l, Inc., No. 14-cv-3333-SC, 2015 WL 166910, at *3 (N.D. Cal. Jan. 13, 2015) (noting that “in the overwhelming majority of cases there will be no occasion to explore whether” a corporation is at home in states other than its place of incorporation or principal place of business).
Additionally, the Supreme Court has noted that the general jurisdiction inquiry does not “focus solely on the magnitude of the defendant’s in-state contacts,” but must also take into account a “corporation’s activities in their entirety, nationwide and worldwide.” Daimler, 571 U.S. at 139 n.20. The court’s general jurisdiction analysis must therefore involve a comparative assessment of the defendant’s business activities in different locations. See Lindora, LLC v. Isagenix Int’l, LLC, 198 F. Supp. 3d 1127, 1137 (S.D. Cal. 2016) (no general jurisdiction where the plaintiff failed to make a comparative assessment and instead solely focused on the defendant’s extensive contacts in California); accord Ketayi v. Health Enrollment Grp., — F. Supp. 3d –, No. 20-cv-1198-GPC-KSC, 2021 WL 347687, at *5 (S.D. Cal. Feb. 2, 2021). “If the magnitude of a corporation’s business activities in the forum state substantially exceeds the magnitude of the corporation’s activities in other places, general jurisdiction may be appropriate in the forum state.” Lindora, 198 F. Supp. 3d at 1137.
*4 Stage Nine and SPN argue that, although GlobalTranz is not incorporated and does not have its principal place of business in California, its contacts with California are so continuous and systematic that it should be subject to general jurisdiction there. See Daimler, 571 U.S. at 139 n.19. However, none of the contacts proffered by Stage Nine or SPN are sufficient to conclude that GlobalTranz is “at home” in California.
Stage Nine first points out that GlobalTranz has been involved in six cases in California courts as a plaintiff, and one case in California as a defendant, over the past twelve years. (See Pl.’s Opp’n at 5-6.) While GlobalTranz’s presence as a plaintiff in a handful of other suits “does demonstrate a kind of ‘purposeful availment’ similar to that necessary for the exercise of limited or specific jurisdiction, it does not establish general jurisdiction because it is neither continuous nor systematic.” Calvert v. Huckins, 875 F. Supp. 674, 677 (E.D. Cal. 1995) (Shubb, J.). GlobalTranz’s choice of California as the forum for suits it has filed against other entities reveals nothing about the scope or magnitude of its operations in California, given that, in those other cases, the personal jurisdiction inquiry would have been focused solely on the contacts of the parties being sued, not GlobalTranz. See id.; Daimler, 571 U.S. at 127. Indeed, in a declaration filed in support of GlobalTranz’s reply brief, its counsel, Jeff Simmons, states that in each of the cases cited by Stage Nine where GlobalTranz is or was a plaintiff, GlobalTranz chose to file suit in California because the defendant’s principal place of business was located in the state, and thus the court had general personal jurisdiction over the defendant. (See Decl. of Jeff Simmons in Support of Def.’s Reply (“Simmons Decl. ISO Reply”) ¶¶ 4-9 (Docket No. 42-1).)
Nor does GlobalTranz’s presence as a defendant in Boatman v. Ruby Express, Sacramento County Superior Court No. 2019-00261259, indicate that general jurisdiction would be appropriate in this case. Stage Nine contends that GlobalTranz’s failure to move to dismiss for lack of personal jurisdiction in Boatman has effectively conceded any objection to personal jurisdiction it might have here. However, Boatman is a personal injury and property damage case involving a motor vehicle accident that occurred in Sacramento, California. (Simmons Decl. ISO Reply ¶ 10.) GlobalTranz’s assent to the personal jurisdiction of the Sacramento Superior Court therefore has little bearing on this case, as personal jurisdiction there appears to have been based on specific, not general, jurisdiction. (See id.)
Stage Nine and SPN next point out that GlobalTranz has been registered to do business in California since at least 2011, and that it has two California branch offices which were formerly independent freight brokerage and logistic companies before GlobalTranz acquired them in 2019 and 2021, respectively. (See Decl. of Jeffrey L. Aran in Support of Pl.’s Opp’n (“Aran Decl.”), Exs. 2-3 (Docket No. 40-1).) Beyond merely asserting that GlobalTranz does business in California and that it has two California locations, however, SPN and Stage Nine have failed to provide any evidence showing how much of GlobalTranz’s business is conducted in California, how much revenue its California offices are responsible for, what percentage of GlobalTranz’s total revenue its California offices comprise, or what level of decisionmaking within the company its California offices are responsible for. See Lindora, 198 F. Supp. 3d at 1137 (“Outside the traditional bases of general jurisdiction [principal place of business or place of incorporation], this inquiry is a necessarily comparative one, ‘call[ing] for an appraisal of a corporation’s activities in their entirety, nationwide and worldwide.’ ” (quoting Daimler, 571 U.S. at 762 n.20)).
*5 The only information the court has that would allow it to assess the share of GlobalTranz’s total business conducted by its California offices comes from (1) a declaration filed by GlobalTranz’s counsel, which states that GlobalTranz’s California offices employ just ten individuals, or 0.96% of GlobalTranz’s 1,034 employees nationwide (Simmons Decl. ISO Reply ¶ 3), and (2) press releases provided by Stage Nine, which indicate that GlobalTranz’s California locations are just two of many “offices and locations across North America.” (Aran Decl., Ex. 3.)
Even based on this limited information, it is apparent that Stage Nine and SPN have failed to meet their burden of showing that this is an “exceptional case” which would justify the exercise of general personal jurisdiction over a corporation in a state other than its principal place of business or place of incorporation. See Daimler, 571 U.S. at 139 n.19. Courts routinely hold that companies which have only a few physical locations in a forum state and which employ only a few dozen or fewer employees in that state are not subject to general jurisdiction where these contacts do not represent a significant part of the corporation’s business compared to its business in other states. In Brown v. Lockheed Martin Corp., 814 F.3d 619, 628-31 (2d Cir. 2016), for instance, the Second Circuit found that the contacts of Lockheed Martin–which was registered to do business in Connecticut, operated multiple leased locations, and employed up to 70 employees in the state–fell “well below the high level needed to place the corporation ‘essentially at home’ in the state” because Lockheed’s Connecticut work force and revenue constituted only .05% and .107% of its total, respectively.
Similarly, in Williams v. Progressive, No. 17-cv-2282-AJB-BGS, 2019 WL 143241, at *5 (S.D. Cal. Mar. 29, 2019) the Southern District of California held that it could not assert general jurisdiction over the defendant insurer–whose subsidiaries had multiple offices in the state–because the insurer had only written 7.9% of its nationwide insurance premiums in California. Even in Daimler, the Supreme Court held that the defendant, Daimler AG–the German manufacturer of Mercedez-Benz automobiles, which had multiple offices, continuous operations, and billions of dollars’ worth of sales in California–could not be subjected to the personal jurisdiction of California courts because Daimler’s California sales accounted for only 2.4% of its worldwide sales. See Daimler, 571 U.S. at 139-40.
Stage Nine and SPN have simply failed to provide any evidence showing that GlobalTranz conducts a larger share of its business in California or that its California offices play a larger role in its operations than those of the defendants in the above-cited cases. See Brown, 814 F.3d at 628-31; Daimler, 571 U.S. at 139-40. Accordingly, the court cannot conclude that GlobalTranz’s relatively limited contacts with California are sufficient to subject it to general personal jurisdiction in the state. See Lindora, 198 F. Supp. 3d at 1137.
B. Specific Jurisdiction
“Specific jurisdiction is different [than general jurisdiction]: It covers defendants less intimately connected with a State, but only as to a narrower class of claims.” Ford, 141 S. Ct. at 1024. The contacts needed for this kind of jurisdiction often go by the name ‘purposeful availment.’ ” Id. (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). The defendant “must take ‘some act by which [it] purposefully avails itself of the privilege of conducting activities within the forum State.’ ” Id. (quoting Hanson v. Deckla, 357 U.S. 235, 253 (1958)). “The contacts must be the defendant’s own choice and not ‘random, isolated, or fortuitous.’ ” Id. (quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770, 774 (1984)). “They must show that the defendant deliberately ‘reached out beyond’ its home–by, for example, ‘exploi[ting] a market’ in the forum State or entering a contractual relationship centered there.” Id. (quoting Walden v. Fiore, 571 U.S. 277, 285 (2014)).
*6 “Yet even then–because the defendant is not ‘at home’— the forum State may exercise jurisdiction in only certain cases.” Id. The plaintiff’s claims “must arise out of or relate to the defendant’s contacts” with the forum. Bristol-Myers Squibb, 137 S. Ct. at 1780. “Or put just a bit differently, ‘there must be an affiliation between the forum and the underlying controversy, principally, [an] activity or an occurrence that takes place in the forum State and is therefore subject to the State’s regulation.’ ” Ford, 141 S. Ct. at 1024 (quoting Bristol-Myers Squibb, 137 S. Ct. at 1780).
Here, neither Stage Nine nor SPN have provided any evidence that GlobalTranz’s California offices were involved in the transportation of the Hall of Heroes exhibition in any way. Though Stage Nine has identified a number of cases in California courts in which GlobalTranz is involved as a party, none of these cases appear to pertain to the events at issue in this lawsuit. See Calvert, 875 F. Supp. at 767 n.5 (holding that defendant’s involvement as a party in California suits did not justify the exercise of personal jurisdiction where none of those actions were related to the claims before the court). Thus, the only potential contact identified by the parties which GlobalTranz has with California is the fact that Stage Nine, a California-based corporation, contracted with Rock-It to transport the Hall of Heroes exhibition, who subsequently contracted with Valued Freight, who then contracted with GlobalTranz. (Compl. ¶¶ 3-4.)
In cases in which a party’s contact with a forum state arises out of a contract formed with a party who is located in that state, the Supreme Court has noted the “contract with an out-of-state party alone…cannot…automatically establish sufficient minimum contacts in the other party’s home forum.” Burger King, 471 U.S. at 478. Instead, courts must look to “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing” to determine whether the defendant purposefully established minimum contacts with the forum. Id. at 479.
In Burger King, the Supreme Court held that a Florida district court had specific personal jurisdiction over a Burger King franchisee, Rudzewicz, in a franchise dispute with the restaurant chain, despite the fact that Rudzewicz resided in Michigan and operated his Burger King franchise there. See id. According to the Court, although many of Rudzewicz’s interactions with Burger King throughout the duration of their commercial relationship were with Burger King’s Birmingham, Michigan, office, Rudzewicz “deliberately ‘reach[ed] out beyond Michigan and negotiated with a Florida corporation for the purchase of the long-term franchise.” Id. at 479-80. Record evidence showed that Rudzewicz knew Burger King’s operations were conducted and supervised from the Miami headquarters, that all relevant notices and payments had to be sent there, and that any disputes between Rudzewicz and the Michigan office regarding building design, rent computation, development fees, etc. had to be resolved by the Miami office. Id. at 480-81. Thus, it could hardly be said that Rudzewicz’s affiliation with a Florida corporation was “random, fortuitous, or attenuated.” Id. at 480. Rather, Rudzewicz knew he was affiliating himself with a Florida corporation, and, when he refused to make his contractually-obligated payments in Miami, he “caused foreseeable injuries to the corporation in Florida” and it was “presumptively reasonable for Rudzewicz to be called to account there for such injuries.” Id.
*7 Here, by contrast, Stage Nine and SPN have not provided any evidence showing that their claims against GlobalTranz arise out of a contract with a substantial connection to California. Stage Nine does not allege that GlobalTranz contracted or dealt with it directly–the two companies are separated by two intermediaries, with each relationship being subject to a different contract. The only parties with whom GlobalTranz contracted directly, Valued Freight and SPN, are located in Texas and Illinois, respectively. (Decl. of Eric P. Wise in Support of Mot. to Dismiss (“Wise Decl.”), Exs. F, I (Docket No. 21-8).) Performance of the contracts between GlobalTranz, Valued Freight, and SPN do not involve California in any way, and neither makes any mention of the fact that the customer for whose benefit they were formed is located in California. (See Decl. of Jeff Simmons in Support of Mot. to Dismiss (“Simmons Decl. ISO Mot. to Dismiss”), Ex. B (“Valued Freight & GlobalTranz Credit Terms Acceptance Certificate”) (Docket No. 21-5); id. at Ex. C (“SPN & GlobalTranz Broker-Carrier Agreement”) (Docket No. 21-6); id. at Ex. D (“SPN & GlobalTranz Carrier Rate Confirmation”).) In fact, neither Stage Nine nor SPN present any evidence that GlobalTranz was aware of Stage Nine’s identity as the consignor of the Hall of Heroes exhibition, let alone that Stage Nine is headquartered in California. Thus, unlike in Burger King, the evidence presented does not establish that GlobalTranz could have foreseen that failure to deliver the Hall of Heroes exhibition would result in injury to Stage Nine in California or in Stage Nine’s haling of GlobalTranz into a California court. See Burger King, 471 U.S. at 480.
For similar reasons, Stage Nine’s argument that the 2017 Agreement and the agreement formed between Rock-It and valued Freight contain choice of law clauses indicating that California law should govern any disputes is also unavailing. Neither SPN nor Stage Nine have provided any evidence indicating that GlobalTranz was aware of the existence of the 2017 Agreement or the agreement between Rock-It and Valued Freight, or that these contracts contained California choice of law clauses.2
The court therefore concludes that Stage Nine and SPN’s claims against GlobalTranz do not arise out of or relate to any contacts GlobalTranz has with California. See id. Accordingly, the court may not assert specific personal jurisdiction over GlobalTranz. Because the court has also found that GlobalTranz is not subject to general personal jurisdiction in California, it must dismiss Stage Nine and SPN’s claims against GlobalTranz for lack of personal jurisdiction.3
*8 IT IS THEREFORE ORDERED THAT GlobalTranz’s motion to dismiss be, and the same hereby is, GRANTED. Stage Nine’s claims and SPN’s cross-claims against GlobalTranz are hereby DISMISSED without prejudice to refiling in another forum which does have
personal jurisdiction over GlobalTranz. Dated: August 11, 2021
Slip Copy, 2021 WL 3565310
Stage Nine’s complaint was created using “Cause of Action” forms provided by the Judicial Council of California. The complaint contains two “Cause of Action” forms–one for breach of contract, and one for negligence–with numbered allegations attached to each. (See Compl. at 14-18, 19-22.) In the thirteenth paragraph of the allegations supporting each cause 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.) The “Cause of Action” for negligence further states: “Additionally, pursuant to 49 U.S.C. § 14706, defendants and each of them, by their actions and/or words, were “carriers” within the meaning of the statute, and therefore are liable for plaintiff’s losses as a matter of law.” (See Compl. at 15.) The court therefore construes plaintiff’s complaint as asserting three claims against defendants: (1) breach of contract, (2) negligence, and (3) violations of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 14706.
Additionally, the allegations listed in support of Stage Nine’s second “Cause of Action” for negligence are identical to allegations listed in support of its “Cause of Action” for breach of contract. (Compare Compl. at 19-22 with Compl. at 14-18.) Any subsequent references to numbered allegations in Stage Nine’s complaint will therefore correspond with the allegations listed in support of Stage Nine’s first “Cause of Action,” located at pages 14-18 of the complaint.
Nor does the 2017 Agreement’s forum selection clause constitute a consent to personal jurisdiction over GlobalTranz. See Nat’l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 316 (1964) (indicating that parties may agree in advance to submit to the jurisdiction of a given court via contract). While parties to a contract may enforce a forum selection clause against non- parties “where ‘the alleged conduct of the non-part[y] is…closely related to the contractual relationship,’ ” White Knight Yacht LLC v. Certain Lloyds at Lloyd’s London, 407 F. Supp. 3d 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 clause here specifies that any lawsuit arising out the performance of the agreement must be filed in Los Angeles, California. (See 2017 Agreement ¶ 4b.) Thus, even if GlobalTranz’s conduct were sufficiently “closely related” to the contractual relationship between Stage Nine and Rock-It to enforce the forum-selection clause against GlobalTranz, because the clause specifies that any suit must be brought in Los Angeles County, enforcement of the clause would not permit Stage Nine to hale GlobalTranz into court in Sacramento County or the Eastern District of California.
Stage Nine has additionally argued that dismissal of its claims against GlobalTranz for lack of personal jurisdiction would be unfair and inefficient because it would require Stage Nine to litigate its claims concerning the loss of the Hall of Heroes exhibition in multiple fora. Putting aside the fact that binding Supreme Court precedent dictates that the court should only consider factors such as judicial efficiency and fundamental fairness after it has identified that the defendant possesses certain minimum contacts with the forum state, see Burger King, 471 U.S. at 476-77 (“Once it has been decided that a defendant purposefully established minimum contacts within the forum State, these contacts may be considered in light of other factors to determine whether the assertion of personal jurisdiction would comport with ‘fair play and substantial justice.’ ”), Stage Nine has not addressed why it could not have brought its claims against defendants in a single case in Florida.