ORDER GRANTING DEFENDANT ALFAY'S MOTION TO DISMISS
This matter comes before the Court on Defendant Alfay Designs, Inc.'s ("Alfay's") motion to dismiss, or alternatively, motion to transfer. (Doc. # 35). Plaintiff Meyer Corporation, U.S. (hereinafter "Meyer") opposes the motion (Doc. # 46). For the reasons set forth below*fn1, Defendant Alfay's motion to dismiss is GRANTED for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2).
I. FACTUAL AND PROCEDURAL BACKGROUND
Plaintiff Meyer Corporation, U.S. is a Delaware corporation with its principal place of business in Vallejo, California. Amend. Compl. ¶ 4. Meyer sells cookware and bakeware, including hard-anodized, aluminum, stainless steel with aluminum or copper bottoms, stainless steel clad, and nonstick aluminum cookware. Amend. Compl. ¶ 4. Meyer brought this action against Defendants Farberware Licensing Company, LLC ("FLC"), Alfay Designs, Inc., and Evco International, Inc. ("Evco") (collectively "Defendants") alleging (1) declaratory judgment against all Defendants (2) tortious interference with the Meyer License Agreement against Alfay and Evco; (3) breach of contract against FLC; (4) fraud against FLC; and (5) violation of Cal. Business and Professions Code Section 17200 against all Defendants.
On June 27, 1996 Meyer Marketing Co., Ltd. ("MMC") (Plaintiff's predecessor in interest), currently an inactive business, and Farberware, Inc., ("Farberware") (Defendant FLC's predecessor in interest) entered into a 200 year contract whereby Farberware sold MMC the exclusive right to use and exploit the Farberware brand name and related trademarks in connection with the sourcing, manufacturing, distribution and sale of specific Farberware-branded "Cookware and Bakeware Products" ("Meyer Agreement"). Krause Decl. at Ex. A. The Meyer Agreement defines the specific products covered by the agreement by listing numerous types of kitchen utensils and appliances including "kettles (but only those made of stainless steel, regular aluminum or anodized aluminum)." Krause Decl. at Ex. A.
In February 2002, FLC, a Delaware corporation with it principal place of business in Massachusetts, acquired the Meyer Agreement, as part of an asset purchase. Ratushney Decl.¶ 2-3. As part of this acquisition, FLC assumed the obligation to "not license any other party to use the Cookware and Bakeware Product Rights on Cookware." Krause Decl. at Ex. A.
In 2005, FLC entered into a license agreement with Alfay, whereby FLC granted Alfay, in conjunction with Evco, the license to manufacture, distribute and/or sell enamel tea kettles bearing the Farberware name and trademark (the "Alfay Agreement"). Smaldone Decl. ¶ 3.
On February 2, 2009 Meyer initiated this action against Alfay and Evco. On March 20, 2009, FLC filed suit against Meyer in the Southern District of New York, alleging violations of Lanham Act and breach of the Meyer Agreement. Sovak Decl., Ex. A. FLC's complaint was served on Meyer four days before Meyer sought to add FLC to the present action. Meyer filed a motion to transfer the New York action to the Eastern District of California. On May 14, 2009, the Southern District of New York denied Meyer's motion to transfer.
On July 23, 2009, this Court stayed this action in the interest of judicial efficiency and economy as many of the issues in this case were to be resolved in the SDNY action. (Doc. # 54). The SDNY jury trial concluded on August 27, 2009. On October 13, 2009, the SDNY court entered an order decreeing that:
(a) "The License Agreement provides that Meyer and its affiliates have the worldwide exclusive right to use and exploit the Farberware name and related trademarks in connection with sourcing, manufacturing and/or distribution of kettles made of stainless steel, irrespective of coating;
(b) FLC's having entered into an agreement with the otherwise authorized Alfay, or any other entity or person to manufacture, distribute, or sell kettles made of stainless steel bearing the Farberware name and/or trademark in derogation of Meyer's rights under the License Agreement, irrespective of coating; that
(c) FLC is prohibited from granting a license or otherwise authorizing Alfay, or any other entity or person to manufacture, distribute, or sell kettles made of stainless steel bearing the Farberware name and/or trademark in derogation of Meyer's rights under the License Agreement, irrespective of any coating; that
(d) Alfay manufactured and sold kettles made of stainless steel, and that
(e) the agreement FLC entered into with Alfay was in express violation of the License Agreement between Farberware, Inc. and Meyer." (See Exhibit A to the Declaration of Dean A. Dickie, Doc. # 57).
On October 21, 2009, Meyer filed a notice of voluntary dismissal of Defendant FLC pursuant to Fed. R. Civ. P. 41(a)(1)(A)(i). As such, the current action only proceeds against Defendants Alfay and Evco. This Court granted Plaintiff's motion to lift the stay on December 4, 2009. (Doc. # 61). However, discovery in the action is stayed until ...