MEMORANDUM AND ORDER RE: MOTION TO DISMISS
Plaintiffs Victor Huang, Kevin Huang, and Alice Huang brought this wrongful death action against defendants Marriott International, Inc. ("Marriott"), Marriott Ownership Resorts, Inc., also doing business as Marriott Vacation Club International ("MORI"), Marriott's Aruba Surf Club ("Aruba Surf Club"), and Marriott's Timber Lodge ("Timber Lodge") based on the death of IChe Huang-Liu while the family was vacationing in Aruba.*fn1
Presently before the court is Marriott and MORI's motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction and motion to dismiss pursuant to Rule 12(b)(6) for failure to state a claim upon which relief can be granted.
I. Factual and Procedural Background
In 2005, Marriott and MORI solicited the Huangs to purchase an ownership interest in Timber Lodge, a timeshare property located in Lake Tahoe, California. (Huang Decl. ¶ 3.) After touring Timber Lodge and attending a "lecture about the benefits of MORI ownership" given by a person who identified himself as a representative of MORI and Marriott, the Huangs purchased a 1/52 ownership interest in Timber Lodge. (Id.; Compl. ¶¶ 5, 12.) The Huangs' timeshare ownership enabled them to vacation at Timber Lodge or at "any Marriott property worldwide." (Huang Decl. ¶ 3, Ex. 4.)
As timeshare owners, the Huangs were members of the Marriott's Timber Lodge Timeshare Association and Timber Lodge Condominium Association (referred to collectively as "Timber Association") and were also members of MORI. (Compl. ¶¶ 12, 14.) At the Timber Association Board of Directors meetings, MORI representatives appeared either telephonically or via video conference and "[t]here were discussions about the great properties available through MORI," including the Aruba Surf Club. (Id. ¶ 13; Huang Decl. ¶ 6.) The Aruba Surf Club is a foreign subsidiary of Marriott and is affiliated with MORI, (Compl. ¶ 4), and Marriott's and MORI's websites list the Aruba Surf Club as one of their Carribean hotels. (Huang Decl. Exs. 2, 4.)
Using their MORI points, the Huang family booked a vacation at the Aruba Surf Club and received a confirmation from Marriott Owner Services. (Compl. ¶ 18.) In the confirmation email and Marriott's online materials, the Huangs were told about an Aruban tour company, De Palm Tours, and their MORI membership entitled them to a ten percent discount for all tours booked with that company. (Id. ¶¶ 19-21.) When they arrived at the Aruba Surf Club, the concierge recommended De Palm Tours and that company was the only tour operator with a sales desk at the Aruba Surf Club. (Id. ¶ 22.)
During their vacation, the Huang family booked a tour of Aruba with De Palm Tours that included scuba diving at Baby Beach. (Id. ¶ 24.) Although Baby Beach allegedly has a significant undertow that has previously caused fatalities, the Huangs were not warned about the dangerous conditions and were told that the beach was safe and that life jackets were unnecessary. (Id. ¶ 26.) While snorkeling, I-Che Huang-Liu, plaintiffs' wife and mother, was pulled by an undertow and drowned. (Id. ¶ 27.)
On June 10, 2011, Victor Huang, individually and as guardian ad litem for his minor children, Kevin Huang and Alice Huang, filed this action, alleging claims for wrongful death and negligence, breach of express warranty, and breach of implied warranty. Marriott, which is a Delaware corporation with its headquarters and principal place of business in Bethesda, Maryland, and MORI, which is a wholly-owned subsidiary of Marriott and a Delaware corporation with its principal place of business in Louiseville, Tennessee, (Compl. ¶¶ 2-3), now move to dismiss for lack of personal jurisdiction and, alternatively, to dismiss plaintiffs' claims for breach of express warranty and breach of implied warranty for failure to state a claim.
A plaintiff has the burden of establishing that the court has personal jurisdiction over a defendant. Doe v. Unocal Corp., 248 F.3d 915, 922 (9th Cir. 2001). Where the court does not hold an evidentiary hearing and the motion is based on written materials, as here, the plaintiff need only establish a prima facie showing of jurisdiction. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004); see also Data Disc, Inc. v. Sys. Tech. Assoc., Inc., 557 F.2d 1280, 1285 (9th Cir. 1977) ("[I]f a plaintiff's proof is limited to written materials, it is necessary only for these materials to demonstrate facts [that] support a finding of jurisdiction in order to avoid a motion to dismiss."). Once a defendant has contradicted allegations contained in the complaint, the plaintiff may not rest on the pleadings, but must present admissible evidence which, if true, would support the exercise of personal jurisdiction. Harris Rutsky & Co. Ins. Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1129 (9th Cir. 2003). "Uncontroverted allegations in the complaint must be taken as true" and "[c]onflicts between parties over statements contained in affidavits must be resolved in the plaintiff's favor." Schwarzenegger, 374 F.3d at 800.
"Where there is no applicable federal statute governing personal jurisdiction, the district court applies the law of the state in which it sits. California's long-arm jurisdictional statute is coextensive with federal due process requirements." Love v. Associated Newspapers, Ltd., 611 F.3d 601, 608-09 (9th Cir. 2010) (citing Yahoo! v. La Ligue Contre Le Racisme, 433 F.3d 1199, 1205 (9th Cir. 2006) (en banc)); see also Cal. Code Civ. Proc. § 410.10). "For a court to exercise personal jurisdiction over a nonresident defendant, that defendant must have at least 'minimum contacts' with the relevant forum such that the exercise of jurisdiction 'does not offend traditional notions of fair play and substantial justice.'" Schwarzenegger, 374 F.3d at 801 (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)).
"There are two forms of personal jurisdiction that a forum state may exercise over a nonresident defendant--general jurisdiction and specific jurisdiction." Boschetto v. Hansing, 539 F.3d 1011, 1016 (9th Cir. 2008). "[A] finding of general jurisdiction permits a defendant to be haled into court in the forum state to answer for any of its activities anywhere in the world," Schwarzenegger, 374 F.3d at 801, whereas specific jurisdiction claims "arise out of the defendant's forum related activities." Panavision Int'l, L.P. v. Toeppen, 141 ...