L'Garde, Inc. v. Raytheon Space & Airborne Sys.

• Decision Date: 26 July 2011
• Docket Number: No. CV 11–4592 RSWL (AGRx).,CV 11–4592 RSWL (AGRx).
• Citation: 805 F.Supp.2d 932
• Parties: L'GARDE, INC., Plaintiff, v. RAYTHEON SPACE AND AIRBORNE SYSTEMS, a business of Raytheon Company, Defendant.
• Court: U.S. District Court — Central District of California

805 F.Supp.2d 932

L'GARDE, INC., Plaintiff,

v.RAYTHEON SPACE AND AIRBORNE SYSTEMS, a business of Raytheon Company, Defendant.

No. CV 11–4592 RSWL (AGRx).

United States District Court, C.D. California.

July 26, 2011.

Brian J. Donovan, Peter B. Jones, Jones & Donovon, Newport Beach, CA, for Plaintiff.

Aaron Belzer, Amanda B. Weiner, Seyfarth Shaw, Los Angeles, CA, Donald G. Featherstun, Seyfarth Shaw, San Francisco, CA, for Defendant.

ORDER Re: Plaintiff's Motion to Remand [10]; Defendant's Motion to Dismiss [7]

RONALD S.W. LEW, Senior District Judge.

On July 19, 2011, Plaintiff L'Garde Inc.'s Motion to Remand [10] and Defendant Raytheon Space and Airborne Systems, a business of Raytheon Company's, Motion to Dismiss [7] came on for regular calendar before this Court. The Court having reviewed all papers submitted pertaining to these Motions and having considered all arguments presented to the Court, NOW FINDS AND RULES AS FOLLOWS:

The Court hereby DENIES both Plaintiff L'Garde, Inc.'s Motion to Remand and Defendant Raytheon Space and Airborne Systems' Motion to Dismiss.

I. Background

Plaintiff L'Garde, Inc. (hereinafter, “Plaintiff”) filed a Complaint on April 19, 2011 in Los Angeles Superior Court against Defendant Raytheon Space and Airborne Systems, a business of Raytheon Company (hereinafter, “Defendant”). Plaintiff alleged in its Complaint claims against Defendant for breach of contract and fraud.

Defendant states that it was served with the Summons and Complaint on April 29, 2011. (Def.'s Notice of Removal, ¶ 3.) On May 27, 2011, Defendant filed a Notice of Removal of this Civil Action on the basis of diversity and federal question jurisdiction [1].

II. Legal Standards1. Judicial Notice

Pursuant to Federal Rule of Evidence 201, the Court may take judicial notice of adjudicative facts only. “A judicially noticed fact must be one not subject to reasonable dispute in that it is either (1) generally known within the territorial jurisdiction of the trial court or (2) capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned.” Fed.R.Evid. 201(b). A court must take judicial notice if a party requests it and supplies the court with the requisite information. Fed.R.Evid. 201(d).

2. Remand

In deciding whether to remand a case, this Court must determine whether the case was properly removed to this Court. The right to remove a case to federal court is governed by 28 U.S.C. § 1441, which in relevant part states that “any civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant....” 28 U.S.C. § 1441(a). District courts have diversity jurisdiction over all civil actions between citizens of different states where the amount in controversy exceeds $75,000, exclusive of interest and costs. 28 U.S.C. § 1332.

The Court may remand a case to state court for lack of subject matter jurisdiction or defects in removal procedure. 28 U.S.C. § 1447(c). The defendant has the burden of proving that removal is proper and that all of the prerequisites are satisfied. If at any time before final judgment it appears that the district court lacks subject matter jurisdiction over a case that has been removed to federal court, the case must be remanded. 28 U.S.C. § 1447(c).

The Ninth Circuit strictly construes the removal statute against removal jurisdiction and federal jurisdiction must be rejected if there is any doubt as to the right of removal in the first instance. Gaus v. Miles, Inc., 980 F.2d 564, 566 (9th Cir.1992). Moreover, the burden of overcoming the “strong presumption” against removal is always on the defendant. Id. 3. Motion To Dismiss

In a Rule 12(b)(6) motion to dismiss, the Court must presume all factual allegations of the complaint to be true and draw all reasonable inferences in favor of the non-moving party. Klarfeld v. United States, 944 F.2d 583, 585 (9th Cir.1991). A dismissal can be based on the lack of cognizable legal theory or the lack of sufficient facts alleged under a cognizable legal theory. Balistreri v. Pacifica Police Dep't, 901 F.2d 696, 699 (9th Cir.1988). A party need not, however, state the legal basis for his claim, only the facts underlying it. McCalden v. California Library Ass'n, 955 F.2d 1214, 1223 (9th Cir.1990).

A complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim that would entitle him to relief. Conley v. Gibson, 355 U.S. 41, 45–46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957); Klarfeld, 944 F.2d at 585; Usher v. City of Los Angeles, 828 F.2d 556, 561 (9th Cir.1987). The court need not, however, accept conclusory allegations or unreasonable inferences as true. Western Mining Council v. Watt, 643 F.2d 618, 624 (9th Cir.1981).

Additionally, claims of fraud must satisfy not only Rule 12(b)(6), but also the heightened pleading standard of Rule 9(b). In alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake. Fed.R.Civ.P. 9(b).

The heightened pleading standard of Rule 9(b) is designed “to give defendants notice of the particular misconduct which is alleged to constitute the fraud charged so that they can defend against the charge and not just deny that they have done anything wrong.” Neubronner v. Milken, 6 F.3d 666, 671 (9th Cir.1993). In order to meet this standard, the plaintiff must allege the “who, what, where, when, and how” of the fraudulent conduct. Vess v. Ciba–Geigy Corp. USA, 317 F.3d 1097, 1106 (9th Cir.2003). The complaint must “state the time, place, and specific content of the false representations as well as the identities of the parties to the misrepresentation.” Edwards v. Marin Park, Inc., 356 F.3d 1058, 1066 (9th Cir.2004). “The plaintiff must set forth what is false or misleading about a statement, and why it is false.” Vess, 317 F.3d at 1106 (quoting Decker v. GlenFed, Inc., 42 F.3d 1541, 1548 (9th Cir.1994)).

However, “[m]alice, intent, knowledge and other conditions of a person's mind may be alleged generally.” Fed.R.Civ.P. 9(b); Walling v. Beverly Enters., 476 F.2d 393, 397 (9th Cir.1973). Nevertheless, states of mind must still be alleged. Bender v. Southland Corp., 749 F.2d 1205, 1216 (6th Cir.1984). See also Fecht v. Price Co., 70 F.3d 1078, 1082 n. 4 (9th Cir.1995) (stating “the plaintiffs need ‘simply ... say [ ] that scienter existed’ to satisfy the requirements of Rule 9(b)”) (quoting In re GlenFed, Inc. Sec. Lit., 42 F.3d 1541, 1547 (9th Cir.1994)).

III. Analysis1. Judicial Notice

Defendant requests the Court take judicial notice of results of records searches from the California Secretary of State website including: (A) the search results for California corporations with “Raytheon” in their name, (B) the “Business Entity Detail” of Raytheon Company, and (C) the search results for California corporations with “Space and Airborne” in their name. As a preliminary matter, the Court GRANTS Defendant's Request for Judicial Notice.

In Hansen Beverage Co. v. Innovation Ventures, LLC, the District Court for the Southern District of California noted that just as public records and government documents are generally considered “not to be subject to reasonable dispute,” so too does this include “[p]ublic records and government documents available from reliable sources on the Internet.” Hansen Beverage Co. v. Innovation Ventures, LLC, No. 08–CV–1166–IEG, 2009 WL 6597891, at *1 (S.D.Cal. Dec. 23, 2009) (citing Jackson v. City of Columbus, 194 F.3d 737, 745 (6th Cir.1999)). The court in Hansen Beverage noted that internet pages printed off the FDA website were similarly reliable to other traditional public documents. Id. at *2.

Here, similar to Hansen Beverage, Defendant seeks judicial notice of the results of a records search from a government website, one recognized by courts as a source of reliable documentation. Id. (citing Paralyzed Veterans of Am. v. McPherson, No. C 06–4670, 2008 WL 4183981, at *5, 2008 U.S. Dist. LEXIS 69542, at *5 (N.D.Cal. Sept. 8, 2008) (“Information on government agency websites has often been treated as properly subject to judicial notice.”)).

The Court finds that the accuracy of the results of records searches from the Secretary of State for the State of California corporate search website can be determined by readily accessible resources whose accuracy cannot reasonably be questioned. Therefore, the Court hereby GRANTS the Defendant's request and takes judicial notice of the content referenced in Exhibits A–C attached to Defendant's Request for Judicial Notice [16]. Specifically, the Court takes judicial notice of Exhibit A: the results of a records search from the Secretary of State for the State of California corporate search website, located at http:// kepler. sos. ca. gov, conducted on June 28, 2011, for information on record with the California Secretary of State for corporations containing “Raytheon” in their name; Exhibit B: the “Business Entity Detail” for Raytheon Company, dated June 28, 2011, printed from the Secretary of State for the State of California corporate search website; and Exhibit C: the results of a records search from the Secretary of State for the State of California corporate search website, located at http:// kepler. sos. ca. gov, conducted on June 28, 2011, for information on record with the California Secretary of State for corporations containing “Space and Airborne” in their name.

2. Motion To Remand

Plaintiff argues this Case should be remanded to state court because there is (1) a forum selection clause requiring Plaintiff's choice of venue, (2) Defendant has failed to prove diversity jurisdiction, and (3) Defendant has failed to prove there is federal question jurisdiction.

First, Plaintiff argues there is a mandatory forum selection clause in the Letter Subcontract requiring Plaintiff's choice of...