Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Vecron Exim Ltd. v. Stokes

United States District Court, C.D. California

June 27, 2017

VECRON EXIM LTD.
v.
CLINTON L. STOKES, III

          Present: Honorable CHRISTINA A. SNYDER JUDGE

          CIVIL MINUTES - GENERAL

         Proceedings: (IN CHAMBERS) - DEFENDANT'S MOTION TO DISMISS (Dkt. 9, filed May 26, 2017)

         The 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.

         I. INTRODUCTION & BACKGROUND

         On 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 of contract.

         On May 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").

         Vecron 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.

         Vecron 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.

         In the 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 generally id.

         II. LEGAL STANDARDS

         A. Motion to Dismiss For Lack of Proper Venue

         Under 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, 577 (2013).

         B. Motion to Dismiss for Failure to Join an Indispensable Party

         Rule 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 ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.