United States District Court, N.D. California
ORDER DENYING MOTION OF DEFENDANTS AVANI MEDIA, LLC
AND THE 615 GROUP, LLC TO STAY OR DISMISS; SETTING CASE
MANAGEMENT CONFERENCE RE: DKT. NO. 11
Yvonne
Gonzalez Rogers, United States District Court Judge.
Plaintiff
Rachel Miller-Garcia brings this employment and breach of
contract action against defendants Avani Media, LLC and The
615 Group, LLC. Defendants now move the Court for an order
staying or dismissing this action pending resolution or
dismissal of a parallel state court action proceeding before
the Chancery Court of Davidson County, Tennessee, Twentieth
Judicial District at Nashville, Avani Media, LLC and The
615 Group, LLC v. Rachel Miller-Garcia, No. 18-491-II
(“the Nashville Action”). Defendants seek a
dismissal or stay of the present action pursuant to Federal
Rule of Civil Procedure 12(b)(3) for improper venue, the
forum non conveniens doctrine, and the Colorado
River doctrine. Defendants contend that plaintiff
entered into a valid, enforceable forum selection clause
which requires this dispute be heard in Davidson County,
Tennessee, and the instant action should be stayed pending
resolution of the Nashville Action.
Having
carefully considered the papers submitted, the pleadings in
this action, and the admissible evidence[1], and for the
reasons set forth below, the Court Denies
the Motion to Stay or Dismiss.
I.
Summary of Facts
Defendant
Avani Media LLC (“Avani”) has two members, Robert
Bellenfant and Zach Jones, both of whom were Tennessee
residents at the time of the company's formation to the
present. (Bellenfant Decl., Dkt. No. 12, ¶ 2.) Defendant
The 615 Group, LLC (“615 Group”) was created some
time in February 2018 to administer benefits for Avani Media.
Bellenfant is the only member of that LLC. (Bellenfant Decl.
¶ 3.)
In late
December 2017, Robert Bellenfant, on behalf of
soon-to-be-formed start-up Avani Media, LLC, began
negotiations with Miller-Garcia to hire her as its President
and General Manager. (Bellenfant Decl. ¶ 5.) The
start-up was to be based in the San Francisco area and
Miller-Garcia was to be one of only two employees of the
company. (Id. ¶¶ 2, 5.) Avani Media LLC
was formed as of January 2018 and, on January 2, 2018,
Miller-Garcia accepted an offer of employment with Avani.
(Miller-Garcia Decl., Dkt. No. 23-1, ¶ 2.) Soon
thereafter, Bellenfant provided Miller-Garcia with draft
employment agreement. (Miller-Garcia Decl. ¶ 2.) The
draft agreement contained the following forum selection and
choice of law provision:
10.9 Governing Law and Venue. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Tennessee. Any litigation brought with respect to
this Agreement shall be brought in a court of competent
jurisdiction in Davidson County, Tennessee.
(Miller-Garcia Decl., Exh. B). On January 15, 2018, Avani and
Miller-Garcia finalized the agreement and Miller-Garcia
signed it, setting a start date of January 29, 2018.
(Bellenfant Decl. ¶ 7, Exh. A; Miller-Garcia Decl.
¶ 7, Exh. B.) The final agreement included section 10.9
unchanged.
On
February 7, 2018, Miller-Garcia unexpectedly learned she
required surgery due to a medical condition. (Miller-Garcia
Decl. ¶ 10; NOR Exh. 1 [“SF Superior Court
Complaint”] at ¶ 24.) Miller-Garcia alleges she
disclosed the medical condition to her co-worker Mekenna
Olsen on that same day, at which point Olsen harassed her
regarding the medical condition and told her she should
disclose the medical condition to Bellenfant. (SF Superior
Court Complaint ¶ 24.)[2]
On
March 12, 2018, defendants terminated Miller-Garcia. She
alleges that she was terminated due to discrimination on
account of her serious medical condition, her disability, and
her request for reasonable accommodation, and in violation of
her employment contract. (Miller-Garcia Decl. ¶ 10.) In
March and April of 2018, Miller-Garcia informed Avani Media
and 615 Group that she intended to sue them for
discrimination and breach of contract. In response, Avani
Media and 615 Group filed a lawsuit in Tennessee state court
on May 4, 2018 for a declaratory judgment that Miller-Garcia
had been terminated for gross negligence pursuant to the
terms of her employment agreement, as well as breach of and
rescission of the employment agreement. (Bellenfant Decl.
¶ 10; RJN Exh. 1.)
On or
about May 21, 2018, Miller-Garcia filed a complaint with the
California Department of Fair Employment and Housing (DFEH)
regarding her claims of discrimination by defendants. (Coll
Decl. ¶ 3.) Within a few weeks, Avani Media closed its
California office and opened an office in Tennessee.
(Bellenfant Decl. ¶¶ 2, 4.)
On
August 23, 2018, Miller-Garcia notified defendants, through
counsel, that she was exercising her right to void Section
10.9 of the Employment Agreement citing to California Labor
Code section 925. (Miller-Garcia Dec. ¶ 13, Exh. E.)
Section 925 makes out-of-state choice of law and forum
selection clauses illegal in California employment contracts,
and voidable by the employee. Cal. Labor Code § 925(a),
(b). On that basis, Miller-Garcia filed a motion to dismiss
the action in the Tennessee court. The Tennessee court denied
the motion to dismiss on the face of the pleadings, finding
that there was a dispute of facts related to whether the
choice of law provision was a condition of employment for
purposes of section 925, and thereafter set an
“expedited proceeding” on the issue for September
2019. (RJN Exh. G, I.)[3]
Having
failed to prevail on the motion to dismiss, Miller-Garcia
requested from DFEH a right-to-sue letter on her
administrative discrimination complaint, which was issued on
February 4, 2019. (Coll Decl. ¶ 4, Exhs. A, B.)
Thereafter, on April 29, 2019, Miller-Garcia filed suit in
the Superior Court of the State of California, County of San
Francisco. (NOR, Dkt. No. 1.) Defendants removed that action
to this Court by Notice filed July 18, 2019. (Id.)
II.
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