United States District Court, C.D. California
VECRON EXIM LTD.
CLINTON L. STOKES, III
Present: Honorable CHRISTINA A. SNYDER JUDGE
CIVIL MINUTES - GENERAL
(IN CHAMBERS) - DEFENDANT'S MOTION TO DISMISS (Dkt. 9,
filed May 26, 2017)
Court finds this motion appropriate for decision without oral
argument. See Fed. R. Civ. P. 78; CD. Cal. L.R.
7-15. Accordingly, the hearing date of July 3, 2017 is
vacated, and the matter is hereby taken under submission.
INTRODUCTION & BACKGROUND
April 19, 2017, plaintiff Vecron Exim Ltd.
("Vecron") brought the instant action against
defendant Clinton L. Stokes, III. Dkt. 1
("Compl."). Plaintiff alleges one claim for breach
26, 2017, Stokes filed a motion to dismiss for improper venue
and failure to join an indispensable party. Dkt. 9
("MTD"). On June 12, 2017, Vecron filed an
opposition. Dkt. 12 ("Opp'n").
alleges that on January 23, 2017, Vecron, Stokes, and PPB
Engineering and System Design, Inc. ("PPB") entered
into a valid and binding agreement ("the
Agreement"). Compl. ¶ 6. The subject matter of the
Agreement is not clear from the face of the complaint. The
Agreement provided, in pertinent part, that Stokes and PPB
were to pay Vecron the following sums: (1) $35, 000 upon
execution of the Agreement and (2) $650, 000 for an invoice,
on or before February 19, 2017 (hereinafter, the "due
date"). Id.¶7. If the invoice was not paid
on or before the due date, PPB and Stokes were to pay $232,
000 within 48 hours of the due date, and $435, 000 upon
actual payment of the invoice or March 1, 2017, whichever
occurred earlier. Id.
alleges that Stokes and PPB made a guaranty to Vecron
"together and severally, unconditionally and irrevocably
. . . [to] promptly pay and perform the obligations" set
forth in the Agreement. Id. •[ 8. Stokes and
PPB's guaranty would "become effective automatically
without notice." Id.¶ 10. Vecron alleges
that Stokes and PPB failed to make the payments "as and
when due." Id. Vecron's counsel
subsequently sent a payment demand letter, to which Stokes
did not respond. Id. ¶ 11. Vecron seeks to
recover the amount Stokes owes pursuant to the Agreement.
Id. ¶ 16.
instant motion to dismiss, Stokes maintains that the
Agreement contains a forum-selection clause requiring
disputes to be litigated in Nevada. MTD at 3; id, Ex. A
("Agreement") ¶ 14. Stokes further argues that
PPB is a necessary party to the suit. MTD at 5. Thus, Stokes
requests Vecron's complaint to be dismissed for lack of
proper venue pursuant to Federal Rule of Civil Procedure
12(b)(3) and failure to join an indispensable party pursuant
to Federal Rule of Civil Procedure 12(b)(7). See
Motion to Dismiss For Lack of Proper Venue
Rule 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. Proper venue is determined solely by
federal venue laws. Atlantic Marine Const. Co., v. U.S.
Dist. Court for Western Dist. of Texas. 134 S.Ct. 568,
Motion to Dismiss for Failure to Join an Indispensable
12(b)(7) permits a court to dismiss an action for failure to
join a party whose presence is needed for just adjudication
under Rule 19; see Confederated Tribes of Chehalis Indian
Reservation v. Lujan, 928 F.2d 1496, 1498 (9th Cir.
1991). Rule 19 "sets forth considerations to guide a
district court's determination whether a particular party
should be joined in a suit if possible, referred to as a
'necessary party, ' and, if so, whether, if the party
cannot be joined, the suit should be dismissed because the