United States District Court, N.D. California
ORDER GRANTING DEFENDANT AAAC'S MOTION TO DISMISS
FOR LACK OF PERSONAL JURISDICTION DOCKET NO. 19
M. CHEN United States District Judge.
AAAC Support Services, LLC (“AAAC”) moves for an
order dismissing it from this case for lack of personal
jurisdiction or, in the alternative, to dismiss this action
for improper venue or transfer venue to the Southern District
of Texas. Docket No. 19 (“Def. Mo.”). Plaintiff
Pestmaster Franchise Network, Inc. (“Pestmaster”)
opposes AAAC's motions and seeks leave of court to allow
personal jurisdiction discovery. Docket No. 23 (“Pl.
Op.”). The Court GRANTS Defendant
AAAC's motion to dismiss for lack of personal
jurisdiction and DENIES Plaintiff's
motion for further jurisdictional discovery for the reasons
set forth below.
FACTUAL & PROCEDURAL BACKGROUND
first amended complaint (“FAC”) and opposition to
the motion to dismiss, Plaintiff Pestmaster alleges as
engages in the business of franchising pest control
businesses. FAC ¶ 17. When Pestmaster enters into a
franchise agreement with a franchisee, the franchisee is
given the right to operate a pest control business using
Pestmaster's trademarks, trade secrets, and proprietary
business methods and techniques within a given geographic
territory. FAC ¶ 19.
April 2007 and again in April 2008, Defendants Jinny and Gabe
Mata (“the Matas”) entered into two franchise
agreements with Pestmaster to operate two Pestmaster
franchises in Texas. See FAC ¶ 34-35. The
franchise agreements include both a forum selection and
arbitration clause. See Pl. Op., Exhibit B at 29-30.
The agreements also provided that, in the event the Matas
proposed to sell their franchises, Pestmaster would have a
right of first refusal. FAC ¶ 40.
October 2016, the Matas informed Pestmaster that they
intended to sell the two franchises to a third party. FAC
¶ 39. In response, Pestmaster informed the Matas
verbally and in writing that it was interested in exercising
its Right of First Refusal. FAC ¶ 40. Pestmaster
demanded that the Matas provide Pestmaster with a “bona
fide, executed written offer to purchase” from the
third-party buyer, but the Matas did not do so. FAC
¶¶ 47, 55.
in December 2016, the Matas closed on the sale of the
franchise businesses to Defendants Josie and Brian Moss
(“the Mosses”) who formed a new entity called
Moss Pest Control, LLC. See FAC ¶ 57. There is
no allegation that the Mosses had any preexisting
relationship with the Matas. Plaintiff alleges that the sale
by the Matas violated several provisions of the two franchise
agreements and Plaintiff's common law and statutory
rights. FAC ¶ 61. Plaintiff further alleges that
Defendant AAAC, a franchisor in the animal and pest control
business that is also owned by the Mosses, aided the various
Defendants in the conspiracy to terminate the two franchise
agreements prematurely because AAAC knew about the two
franchise agreements, but intentionally failed to follow the
provisions governing the sale of the franchised business.
See FAC ¶¶ 92-115; see also
asserts ten claims against the Defendants, including
contract, conspiracy, and fraud claims, as well as claims for
violations of federal and state trade secrets and unfair
competition laws. Only Defendant AAAC brings this motion to
dismiss for lack of personal jurisdiction.
Personal Jurisdiction Legal Standard
Federal Rule of Civil Procedure 12(b)(2), a defendant may
move to dismiss for lack of personal jurisdiction. The
plaintiff has the burden of establishing that jurisdiction is
proper. See Mavrix Photo, Inc. v. Brand Techs.,
Inc., 647 F.3d 1218, 1223 (9th Cir. 2011). Where a court
does not conduct an evidentiary hearing, and only written
materials are presented to the court, a plaintiff need only
make a prima facie showing of jurisdictional facts to
withstand a motion to dismiss. See Brayton Purcell LLP v.
Recordon & Recordon, 606 F.3d 1124, 1127 (9th Cir.
2010). In deciding whether a prima facie showing has been
made, “the court resolves all disputed facts in favor
of the plaintiff.” Id. (internal cites and
court's exercise of personal jurisdiction over a
non-resident defendant must comport with both the applicable
state long arm statute and constitutional principles of due
process. See Data Disc, Inc. v. Sys. Tech. Assocs.,
Inc., 557 F.3d 1280, 1286 (9th Cir. 1977). As the
California long-arm statute is coextensive with federal due
process, “the jurisdictional analyses under state law
and federal due process are the same.”
Schwarzenegger v. Fred Martin Motor Co., 374 F.3d
797, 801 (9th Cir. 2004). Due process requires that a
defendant have “minimum contacts” with the forum
state “such that the exercise of jurisdiction 'does
not offend traditional notions of fair play and substantial
justice.'” Id. (quoting Int'l Shoe
Co. v. Washington, 326 U.S. 310, 316 (1945)). Depending
on how numerous or substantial these minimum contacts are, a
court may have either general or specific jurisdiction ...