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Miller-Garcia v. Avani Media, LLC

United States District Court, N.D. California

January 8, 2020

Rachel Miller-Garcia, Plaintiff,
Avani Media, LLC, et al., Defendants.


          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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