Allan Herzlich, Attorneys Present for Plaintiffs.
Darth Vaugh Attorneys Present for Defendants.
Keith Barnett, Attorneys Present for Third Party Defendants.
CIVIL MINUTES - GENERAL
CHRISTINA A. SNYDER, District Judge.
Proceedings: THIRD-PARTY DEFENDANT INTERNATIONAL MARKETING AND GLOBAL EVENT SPONSORSHIP, INC.'S MOTION TO DISMISS (dkt. 34, filed September 30, 2013)
I. INTRODUCTION AND BACKGROUND
On October 17, 2012, plaintiff Premiere Radio Networks, Inc. ("Premiere") filed this action against defendant Hillshire Brands Company ("Hillshire") in Los Angeles County Superior Court. Plaintiff asserts claims for breach of contract, quantum meruit, and open book account. On November 29, 2012, Hillshire removed the case to this Court pursuant to 28 U.S.C. §§ 1332, 1441. Dkt 1. Subsequently, on January 18, 2013, Hillshire filed a third-party complaint ("TPC") against third-party defendant International Marketing and Global Event Sponsorship, Inc. ("Images USA"). Dkt. 18. Hillshire's third-party complaint asserts claims for implied/equitable indemnity, contractual indemnity, breach of contract, and declaratory relief.
In brief, Premiere alleges that it contracted to provide advertising and media services to Hillshire, but was never paid for those services. Hillshire, in turn, claims that the advertising provided by Premiere was arranged by third-party defendant Images USA, pursuant to a separate contract between Hillshire and Images USA (the "Agreement"). In Hillshire's view, it has already paid Images USA for Premiere's advertising services, and it is now Images USA's responsibility to pay that amount to Premiere. Hillshire further claims that Images USA agreed to fully indemnify Hillshire from any third-party claims.
On September 30, 2013, third-party defendant Images USA filed a motion to dismiss the third-party complaint pursuant to Fed.R.Civ.P. 12(b)(3) and 12(b)(6). On October 14, 2013, defendant Hillshire filed its opposition, and on October 21, 2013, Images USA replied. On November 4, 2013, the Court held a hearing. After considering the parties arguments, the Court finds and concludes as follow.
II. LEGAL STANDARD
Under Fed.R.Civ.P. 12(b)(3), a defendant may move to dismiss or transfer a complaint for improper venue. When deciding a Rule 12(b)(3) motion, unlike a Rule 12(b)(6) motion, the Court need not accept the pleadings as true and may consider facts outside the pleadings. See R.A. Argueta v. Banco Mexicano, S.A. , 87 F.3d 320, 324 (9th Cir. 1996). Once a defendant raises an objection to venue, the plaintiff bears the burden of establishing that the selected venue is proper. Rio Properties, Inc. v. Rio Intern. Interlink , 284 F.3d 1007, 1019 (9th Cir. 2002). To prevail on the 12(b)(3) motion, the plaintiff only needs to make a prima facie showing of proper venue.
"A motion to enforce a forum selection clause is treated as a motion to dismiss pursuant to Rule 12(b)(3); pleadings need not be accepted as true, and facts outside the pleadings may be considered." Doe 1 v. AOL LLC , 552 F.3d 1077, 1081 (9th Cir. 2009). However, the trial court "must draw all reasonable inferences in favor of the non-moving party and resolve all factual conflicts in favor of the non-moving party." Murphy v. Schneider Nat'l, Inc. , 362 F.3d 1133, 1138 (9th Cir. 2003). The interpretation and enforcement of a forum selection clause is governed by federal law. Id.
The Court begins with Images USA's motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(3). Images USA contends that this case is governed by a forum selection clause contained in the ...