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Alexandria Real Estate Equities, Inc. v. Runlabs (UK) Ltd.

United States District Court, N.D. California, San Jose Division

September 5, 2019

ALEXANDRIA REAL ESTATE EQUITIES, INC., Plaintiff,
v.
RUNLABS (UK) LIMITED, et al., Defendants.

          ORDER GRANTING MOTION TO DISMISS SECOND AMENDED COMPLAINT WITH PREJUDICE RE: DKT. NO. 59

          LUCY H. KOH UNITED STATES DISTRICT JUDGE.

         Plaintiff Alexandria Real Estate Equities, Inc. (“Plaintiff”) brings the instant suit against RUNLABS (UK) Limited (“RUNLABS UK”), RUNLABS (Ireland) Limited (“RUNLABS Ireland”), and Steven Marcus (“Marcus”) (collectively, “Defendants”). The suit primarily concerns Defendants' allegedly illegal use of Plaintiff's trademark. Before the Court is Defendants' motion to dismiss the Second Amended Complaint (“SAC”).[1] ECF No. 60 (“Mot.”). Having considered the submissions of the parties, the relevant law, and the record in this case, the Court GRANTS Defendants' motion to dismiss the SAC with prejudice.

         I. BACKGROUND

         A. Factual Background

         Plaintiff is a publicly traded real estate investment trust (“REIT”) and “prominent developer and operator of commercial real estate properties to companies in the academic, scientific, medical, research/development, and technology fields.” ECF No. 59 (“SAC”) ¶ 2. Plaintiff owns a variety of trademark registrations, including its name (“Alexandria”), its lighthouse logo, and the phrase “landlord of choice.” Id. ¶ 30.

         Defendant RUNLABS UK is a “private limited company established under the laws of the United Kingdom, with its principal place of business . . . [in] London, United Kingdom.” Id. ¶ 6. Defendant RUNLABS Ireland is a “private limited company established under the laws of Ireland, with its principal place of business . . . [in] Dublin, Ireland.” Id. ¶ 7. The last defendant, Steven Marcus, is a United States citizen who currently resides in London, United Kingdom. Id. ¶ 8. Defendant Steven Marcus is the “Founder and CEO of RUNLABS . . . .” Id. Defendant Steven Marcus is related to Plaintiff's founder and chairman, Joel Marcus. Id. ¶ 32.

         Defendants “advertise collaborative life sciences and technology campuses incorporating turnkey laboratory and office facilities specifically geared for early stage life science and biotech companies and entrepreneurs.” Id. ¶ 3. Plaintiff alleges that Defendants offer “services identical to those [Plaintiff] has marketed and provided to its clients for decades.” Id. However, RUNLABS UK and RUNLABS Ireland “are newly formed entities that have not, to date, operated any laboratory facility or conducted any business beyond promoting Defendants' intended services to attract clients and raise funds.” Id. ¶ 32.

         On or around November 27, 2018, Plaintiff became aware that Defendants had allegedly used Plaintiff's name and trademarks in order to promote Defendants' services to investors. Id. ¶ 33. Plaintiff points to emails with an attached presentation that were sent to several “principals based in the Palo Alto and New York offices of a prominent venture capital fund” and to several other “prominent investors in Menlo Park and San Francisco.” Id. Plaintiff cites “three such communications.” Id. According to Plaintiff, one email was sent on November 27, 2018, to three principals of the venture capital firm Venrock, a company with offices in New York and Palo Alto. Id. ¶ 12; id. at Ex. B; ECF No. 60-1 (“Marcus Decl.”) ¶ 10. Two of these three principals are California residents. SAC ¶ 12. The SAC indicates that these two California residents serve on the boards of directors of actual and potential clients of Plaintiff. Id. ¶¶ 13, 14.

         The second email was sent to three employees of the firm Riverwood Capital Management, based in Menlo Park, California, on an unspecified date. Id. ¶ 15. Each of these employees are California residents. Id.

         The final email was sent on an unspecified date to former Vice President Al Gore at the San Francisco office of the firm Generation Investment Management and to two London-based recipients. Id.

         In addition to these three communications, Plaintiff also asserts that, “upon information and belief, Defendants sent many similar communications to those in the start-up, life sciences, and technology communities in Northern California in order to attract clients and raise funds.” SAC ¶ 33. In a sworn declaration attached to the motion to dismiss the SAC, however, Defendant Marcus argues that the “targeted investor communications were distributed on an exceptionally limited basis, and principally (approximately 90%) in and to the European Union.” Marcus Decl. ¶ 8.

         Plaintiff alleges that the emails with an attached presentation contain unauthorized uses of Plaintiff's trademarks. SAC ¶ 30. Specifically, Plaintiff alleges that the emails made the following allegedly false or misleading statements, or “similar claims”:

• “RUNLABS is creating the world's first and only flexible urban lab platform- providing critical infrastructure and community to life sciences companies . . . .”
• “We are currently raising EUR 50 million growth round for groundbreaking life science projects in major gateway cities-Paris and London-with a clear plan to go global, including the US.”
• “RUNLABS is a revolution in life science, sprung from Alexandria (www.are.com - NYSE: ARE), growing the world's first and only network of flexible labs enabling life science breakthroughs.”
• “Alexandria [is] on CNBC [and] on Bloomberg.”

Id. ¶ 37. Moreover, Plaintiff argues that the presentation attached to the emails “is also replete with unauthorized uses of the Alexandria Trademarks, false statements regarding RUNLABS' formation, offering and relationship with Alexandria, and statements misleadingly suggesting an affiliation, sponsorship, or endorsement of RUNLABS by Alexandria. Id. ¶ 41. For example, the below slide is from the attached presentation and features “photographs of Alexandria properties and unauthorized references to Alexandria and its registered LANDLORD OF CHOICE trademark.” Id. ¶ 42.

         (Image Omitted.)

         In addition to disseminating these emails, Plaintiff claims that in “October 2018, Defendants traveled to this district to raise funds and, on information and belief, to promote their business through misleading statements similar to those in the promotional deck.” Id. This trip appears to have been taken for at most two days for the purposes of “fundraising for RUNLABS Ireland.” Id. ¶ 16.

         Once Plaintiff learned of one of the emails, Plaintiff sent a demand letter to Defendants insisting that they cease using all Alexandria Trademarks and references to Joel Marcus in their commercial communications. Id. ¶ 51. Defendants did not respond to the letter, which prompted Plaintiff to bring this lawsuit. Id.

         B. Procedural History

         On December 13, 2018, Plaintiff initiated suit by filing a complaint. ECF No. 1. On January 8, 2019, Defendants filed a motion to dismiss for lack of jurisdiction. ECF No. 15. Soon after, on January 22, 2019, Plaintiff filed a first amended complaint (“FAC”). ECF No. 21. The Court thus denied as moot Defendants' motion to dismiss the original complaint for lack of jurisdiction. ECF No. 22.

         On January 24, 2019, Defendants filed a motion to dismiss the FAC. ECF No. 23. On May 1, 2019, the Court granted the motion to dismiss the FAC without prejudice and held that Plaintiff had failed to establish personal jurisdiction over any of the Defendants. ECF No. 47. Later in the month, and in light of this decision, Magistrate Judge Van Keulen ordered limited discovery “narrowly tailored to the issue of specific personal jurisdiction over Defendants, ” such as interrogatories and requests for production related to personal jurisdiction. See ECF Nos. 49, 52.

         On June 13, 2019, Plaintiff filed the SAC. See SAC. Defendants filed the instant motion to dismiss the SAC on June 25, 2019. See Mot. Plaintiff filed an opposition on July 9, 2019, ECF No. 64 (“Opp.”), and Defendants filed a reply on July 16, 2019, ECF No. 65 (“Reply”).

         II. LEGAL STANDARD

         A. Motion to Dismiss under Rule 12(b)(2)

         In a motion challenging personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), the plaintiff, as the party seeking to invoke the jurisdiction of the federal court, has the burden of establishing that jurisdiction exists. See Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004). When the motion to dismiss constitutes a defendant's initial response to the complaint, the plaintiff need only make a prima facie showing that personal jurisdiction exists. See Data Disc, Inc. v. Sys. Tech. Assocs., Inc., 557 F.2d 1280, 1285 (9th Cir.1977). While a plaintiff cannot “‘simply rest on the bare allegations of its complaint,' 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 (quoting Amba Mktg. Sys., Inc. v. Jobar Int'l, Inc., 551 F.2d 784, 787 (9th Cir.1977), and citing AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir.1996)).

         B. Motion to Dismiss ...


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