The opinion of the court was delivered by: JEFFREY WHITE, District Judge
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT'S IRON
MOUNTAIN'S MOTION TO DISMISS AMENDED COMPLAINT OR, IN THE
ALTERNATIVE, MOTION FOR CHANGE OF VENUE
This matter comes before the Court upon consideration of
Defendant Iron Mountain Information Management's ("Iron
Mountain") Motion to Dismiss Amended Complaint or, In the
Alternative, Motion for Change of Venue.
Iron Mountain moves to dismiss this action pursuant to Federal
Rules of Civil Procedure 12(b)(3) and 12(b)(6) on the grounds
that Plaintiff Flexible Funding, LLC ("Flexible") filed this
action in an improper forum and that Flexible's amended complaint
fails to state a claim on which relief can be granted. In the
alternative, Iron Mountain moves for a change of venue to the
United States District Court for the District of Massachusetts.
Having considered the parties' pleadings and relevant legal
authority, the Court finds this matter suitable for disposition
without oral argument. See N.D. Civ. L.R. 7-1(b). The Court
HEREBY DENIES the motion to dismiss for failure to state a claim.
The Court GRANTS the motion to transfer.
FACTUAL AND PROCEDURAL BACKGROUND
According to Flexible's Amended Complaint, on or about January
13, 2003, Flexible and L&L Temporaries, Inc. ("L&L") signed and
executed an Accounts Receivable Financing Agreement (the
"Agreement"), whereby Flexible obtained rights in L&L's accounts
receivable. (Am. Compl., ¶ 5, Ex. A.) L&L granted Flexible a
security interest in all of L&L's accounts, accounts receivable,
contract rights, deposit accounts, bank accounts, and books,
records, and computer programs relating to the accounts. (Id.,
¶ 5.) This security interest was perfected by a UCC-1 Financing
Statement filed with the Secretary of State for the State of
Massachusetts. (Id.) Flexible thereafter would advance L&L
funds on invoices and received individual assignments from L&L on
those invoices. (Id., ¶¶ 5-8.)
L&L's accounts receivable for Iron Mountain were covered by the
Agreement. (Id., ¶ 10.) On March 21, 2003, October 22, 2003,
and December 9, 2004, Flexible sent letters to Iron Mountain's
accounts payable department. (Id., Exs. B, C, D.) The first
letter states that L&L "has contracted to Flexible . . . to
provide financing services," and directs that current outstanding
and future invoices due should be mailed to L&L/Flexible at a
post office box in California. (Id., Ex. B.) The second two
letters state that L&L has assigned its accounts receivable to
Flexible and direct that payments on current outstanding invoices
be mailed to the same post office box. (Id., Exs. C, D.)
Flexible alleges that Iron Mountain paid certain invoices
directly to L&L in contravention of the letters described above,
which it contends are notices of assignment and which require
Iron Mountain to remit all payments on the invoices subject to
the assignments to Flexible.
On April 13, 2005, Flexible filed a complaint against Iron
Mountain in the Superior Court of the State of California, County
of San Francisco.
On May 11, 2005, Iron Mountain filed an interpleader action in
the United States District Court for the District of
Massachusetts, Iron Mountain Management v. L&L Temporaries,
Inc., et al., 05-10979 DPW. On May 20, 2005, Iron Mountain filed a notice of removal on the
basis of diversity jurisdiction, and Flexible's state court
action was removed to this Court.
On July 25, 2005, in response to a motion to dismiss, Flexible
filed its amended complaint. On August 23, 2005, Iron Mountain
filed the instant motion to dismiss.
A. Motion to Dismiss for Failure To State A Claim.
A motion to dismiss is proper under Rule 12(b)(6) where the
pleadings fail to state a claim upon which relief can be granted.
Fed.R.Civ.P. 12(b)(6). A Rule 12(b)(6) motion should not be
granted unless it appears beyond a doubt that a plaintiff can
show no set of facts supporting his or her claim. Conley v.
Gibson, 355 U.S. 41, 45-46 (1957); see also De La Cruz v.
Tormey, 582 F.2d 45, 48 (9th Cir. 1978). In ruling on a Rule
12(b)(6) motion, the complaint is construed in the light most
favorable to the non-moving party and all material allegations in
the complaint are taken to be true. Sanders v. Kennedy,
794 F.2d 478, 481 (9th Cir. 1986). The court, however, is not
required to accept legal conclusions cast in the form of factual
allegations if those conclusions cannot reasonably be drawn from
the facts alleged. Cleggy v. Cult Awareness Network,
18 F.3d 752, 754-55 (9th Cir. 1994) (citing Papasan v. Allain,
478 U.S. 265, 286 (1986)).
Taking the facts set forth in the Amended Complaint as true and
construing them in the light most favorable to Flexible, the
Court cannot find that there are no set of facts upon which
relief can be granted. Flexible asserts it notified Iron Mountain
that invoices had been assigned to it and that Iron Mountain
disregarded those notices and paid L&L directly. To the extent
there are questions about the legal sufficiency of the notices,
those questions are best addressed by way of summary judgment. If
Iron Mountain believes a more ...