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Schneider Rucinski Enterprises v. Touch Asia Outsourcing Solutions

April 29, 2008

SCHNEIDER RUCINSKI ENTERPRISES, A CALIFORNIA COMPANY, PLAINTIFF,
v.
TOUCH ASIA OUTSOURCING SOLUTIONS, INC. DBA TOUCH ASIA CALL CENTER, INC., A CALIFORNIA COMPANY; STRATASOFT, INC.; RUDY NGAW, INDIVIDUALLY AND AS AN EMPLOYEE AND/OR AGENT OF STRATASOFT, INC.; STRATASOFT, INC.; LANE MCCARTY, INDIVIDUALLY AND AS AN EMPLOYEE AND/OR AGENT OF STRATASOFT, INC.; JASON PACE, INDIVIDUALLY AND AS AN EMPLOYEE AND/OR AGENT OF STRATASOFT, INC.; MIKE BRIDGES, INDIVIDUALLY AND AS AN EMPLOYEE AND/OR AGENT OF STRATASOFT, INC.; INX, INC., A TEXAS CORPORATION FORMERLY KNOWN AS I-SECTOR CORPORATION; COLO 6 LLC DBA U.S. COLO, A CALIFORNIA CORPORATION; HAJI NAVROZ, AN INDIVIDUAL; AND DOES 1 THROUGH 20, INCLUSIVE, DEFENDANTS.



The opinion of the court was delivered by: Hayes, Judge

ORDER GRANTING DEFENDANTS' MOTIONS TO DISMISS PLAINTIFF'S COMPLAINT FOR LACK OF SUBJECT MATTER JURISDICTION

Pending before the Court are motions to dismiss Plaintiff's Complaint filed by Defendants Stratasoft, Inc. and INX, Inc. (Docs. # 7, 8, 17, 18). The Court heard oral argument on these matters on Monday, April 28, 2008.

PROCEDURAL BACKGROUND

On January 23, 2008, Plaintiff Schneider Rucinski Enterprises filed the Complaint in this matter against Defendants Touch Asia Outsourcing Solutions, Inc. (Touch Asia), Rudy Ngaw, Stratasoft, Inc. (Stratasoft), INX, Inc. (INX), Lane McCarty, Jason Pace, Mike Bridges, Michael Bridges, Jr., Navros Haji, and U.S. Colo dba Colo 6 (US Colo). (Doc. # 1). The Complaint asserts twenty claims for relief, including claims for specific performance, breach of contract, breach of lease agreement, breach of guarantee, claim and delivery, conversion, fraud and deceit, declaratory relief, account stated, imposition of constructive trust, injunctive relief, unfair competition, intentional and negligent interference with contractual relations, intentional and negligent interference with prospective economic advantage, breach of the implied covenant of good faith and fair dealing, negligent misrepresentation, fraudulent inducement, and civil conspiracy. (Doc. # 1).

On February 19, 2008, and March 14, 2008, Defendants INX, Inc. and Stratasoft, Inc. filed the presently pending motions to dismiss for lack of subject matter jurisdiction. (Docs. # 7, 8, 17, 18). On February 21, 2008, Defendants Colo 6 LLC and Haji Navroz filed an answer. (Doc. # 9). On March 7, 2008, and April 3, 2008, Plaintiff filed oppositions to Defendants' motions to dismiss. (Docs. # 10, 24, 31). On March 17, 2008, and April 21, 2008, Defendants INX and Stratasoft filed replies to support the motions to dismiss. (Doc. # 19, 45, 47).

On April 3, 2008, Plaintiff filed motions requesting that the Court allow oral argument on Defendants' motions to dismiss for lack of subject matter jurisdiction. (Docs. # 24, 33). On April 3, 2008, the Court granted Plaintiff's motions for oral argument, and set oral argument on Defendants' motions to dismiss for April 28, 2008. (Doc. # 34).

On April 28, 2008, the parties appeared for oral argument.

ALLEGATIONS OF THE COMPLAINT

Plaintiff Schneider Rucinski Enterprises "was and now is a sole proprietorship licensed to conduct business in the County of San Diego . . ., State of California." Complaint (Doc. # 1), ¶ 1. Defendant Rudy Ngaw "is and at all times herein mentioned was an individual residing in Sacramento, County of Sacramento, California and doing business in the County of San Diego, California." Compl., ¶ 2. Defendant Touch Asia "is duly organized under the laws of the State of California with its principal place of business at 7214-B Florrin Mall Drive, Sacramento, County of Sacramento, California 95823." Compl., ¶ 3. Defendant Stratasoft is "a corporation duly organized under the laws of the State of Texas with its principal place of business at 519 N. Sam Houston Pkwy E., Ste 550 Houston, TX 77060-4074." Compl., ¶ 4. Defendant Lane McCarty "is and at all times herein mentioned was an individual residing in Houston, Texas and doing business in the County of San Diego, California." Compl., ¶ 5. Defendant Jason Pace "is and at all times herein mentioned was an individual residing in Houston, Texas and doing business in the County of San Diego, California." Compl., ¶ 5. Defendant Mike Bridges "is and at all times herein mentioned was an individual residing" in "Houston, Texas." Compl., ¶ 7. Defendant Michael Bridges, Jr. "is and at all times herein mentioned was an individual residing in Houston, Texas." Compl., ¶ 8. Defendant INX is "a Texas corporation." Compl., ¶ 9. Defendant Navros Haji is "a resident of the State of California, County of Los Angeles." Compl., ¶ 10. Defendant US Colo is "a corporation duly organized under the laws of the State of California with its principal place of business at 650 S. Grand Ave. Los Angeles CA 90001." Compl., ¶ 11. "Jurisdiction is proper in this court pursuant to 28 U.S.C. § 1332, since the parties in this action are citizens of different states, and the amount in controversy, excluding interest is greater than $75,000.00." Compl., ¶ 13.

"On or about May 11, 2004," Plaintiff and Defendant Stratasoft entered into an agreement whereby Defendant Stratasoft "agreed to sell and Plaintiff agreed to buy telephony servers and software equipment for the sum of [$]555,000.00." Compl., ¶ 17. "[P]ursuant to the terms of the Agreement, Plaintiff paid Stratasoft the sum of $128,000.00 as a deposit for the purchase of the Equipment," and at that time, the "Equipment had a reasonable value of $555,000.00." Compl., ¶¶ 17-18.

On or about May 11, 2004, and "[i]n reliance on the Agreement to purchase the Equipment," "Plaintiff and [Defendant] Touch Asia entered into an Equipment Lease Agreement . . . by which Plaintiff . . . agreed to lease" the recently purchased equipment to Defendant Touch Asia. Compl., ¶ 19. Defendant Stratasoft "fully understood and agreed that Plaintiff would . . . lease the Equipment to Touch Asia and Ngaw," and that "after payment and installation, Stratasoft would enter into a contract with Touch Asia/Ngaw for service and maintenance of the Equipment only." Compl., ¶¶ 20(e), 20(j). Defendant Stratasoft further agreed "that the Equipment would not be installed at Touch Asia until a waiver was signed by the landlord," and that Stratasoft would send a copy of the service and maintenance contract and an invoice to Plaintiff. Compl., ¶¶ 20(k)-20(n).

"On June 28, 2004, without Plaintiff's knowledge or consent, [Defendants] Stratasoft and INX cause[d] the Equipment to be delivered to [Defendant] Touch Asia" at Defendant US Colo's property at "650 S. Grand Ave" in Los Angeles, California. Compl., ¶ 22. "Thereafter, Plaintiff demanded an invoice, purchase order, and the maintenance and service contract as promised by Stratasoft and INX." Compl., ¶ 22. "Plaintiff's request was refused by Stratasoft and INX," and "Stratasoft and INX thereafter ceased any and all communications with Plaintiff." Compl., ¶ 22.

"Plaintiff has performed all of the conditions of the Agreement that are required to be performed by ...


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