Palmer Events, LLC v. Hyundai Hope On Wheels, Non-Profit Corp.
| Decision Date | 26 February 2016 |
| Docket Number | 3:15-cv-02223-PK |
| Parties | PALMER EVENTS, LLC, an Oregon limited liability company, Plaintiff, v. HYUNDAI HOPE ON WHEELS, a California non-profit corporation, Defendant. |
| Court | U.S. District Court — District of Oregon |
FINDINGS AND RECOMMENDATION
Plaintiff Palmer Events, LLC ("Palmer") brings this action against Hyundai Hope on Wheels ("Hyundai"), asserting claims for breach of contract, quantum meruit, and account stated. Now before the court is Hyundai's Motion to Dismiss or Transfer (#3), ("Hyundai's Motion"). Hyundai moves the court to dismiss Palmer's Complaint (#1-2) pursuant to Federal Rule of Civil Procedure 12(b) for improper venue and failure to state a claim upon which relief can be granted. In the alternative, Hyundai moves the court to transfer the case to the United States District Court for the Central District of California pursuant to 28 U.S.C. § 1404(a).
For the reasons provided below, Hyundai's Motion should be granted in part and denied in part. Hyundai's motion to dismiss for improper venue should be denied. Hyundai's motion to transfer should be granted. Hyundai's motion to dismiss for failure to state a claim should denied as moot except to the extent the motion pertains to Palmer's account stated claim, which Palmer now concedes it failed to state. See Resp. 6 (#9). Palmer's account stated claim should be dismissed without prejudice.
Federal Rule of Civil Procedure 12(b)(3) permits a party to move for dismissal of an action for improper venue. In adjudicating a 12(b)(3) motion, "the allegations in the complaint need not be accepted as true, and the court may consider evidence outside the pleadings." eBay Inc. v. Digital Point Solutions, Inc., 608 F.Supp.2d 1156, 1161 (N.D.Cal.2009); accord Argueta v. Banco Mexicano, S.A., 87 F.3d 320, 324 (9th Cir. 1996). The plaintiff bears the burden of establishing that venue is proper. Piedmont Label Co. v. Sun Garden Packing Co., 598 F.2d 491, 496 (9th Cir. 1979).
28 U.S.C. § 1391(b) is the general venue statute. However, that provision limits only where an action may be "brought." 28 U.S.C. § 1391(b). When, as in this case, an action is removed and subsequently challenged for improper venue, 28 U.S.C. § 1441(a) governs. See Polizzi v. Cowles Magazines, Inc., 345 U.S. 663, 665-66 (1953). That section provides that venue is proper in "the district court of the United States for the district and division embracing the place where such action is pending." 28 U.S.C. § 1441(a).
28 U.S.C. § 1404(a) provides, "For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought." "Under § 1404(a), the district court has discretion to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness." Jones v. GNC Franchising, Inc., 211 F.3d 495, 498 (9th Cir. 2000) (footnote omitted) (internal quotation marks omitted) (citation omitted). "When ruling on motions to transfer based on § 1404(a), the court may consider undisputed facts outside of thepleadings." Morgan Tire of Sacramento, Inc. v. Goodyear Tire & Rubber Co., 60 F. Supp. 3d 1109, 1113 (E.D. Cal. 2014) (citations omitted); accord Samson Tug & Barge Co. v. Koziol, 869 F. Supp. 2d 1001, 1015 (D. Alaska 2012) (citing Gherebi v. Bush, 352 F.3d 1278, 1302 (9th Cir. 2003)). "The defendant has the burden to 'make a strong showing of inconvenience' to upset the plaintiff's choice of forum." Doe v. Corp. of The Ass'n of the Presiding Bishop of The Church of Jesus Christ of Latter-Day Saints, No. 08-CV-371-SU, 2009 WL 2132722, at *1 (D. Or. July 10, 2009) (quoting Creative Tech., Ltd. v. Aztech Sys., 61 F.3d 696, 703 (9th Cir. 1995)).
Palmer is an Oregon limited liability company engaged in the business of events planning and management. Nick Howell acted as Palmer's agent in regard to the events underlying this suit.
Hyundai is a California non-profit corporation that is affiliated with Hyundai Motors of America ("HMA"). Hyundai is authorized to do business in California. Hyundai is not registered with the Oregon Secretary of State.
CMG2 is an events promotion agency that Palmer contends acted as Hyundai's agent in procuring Palmer's services. Christine Benitez was a CMG employee who worked on CMG's Hyundai account and was therefore purportedly authorized to represent Hyundai.
On May 2, 2012, Benitez asked Howell to go to Los Angeles, California to work on an event for Hyundai. Howell subsequently traveled to Los Angeles pursuant to Benitez's request and incurred costs of $4,564.95 in doing so.
On May 17, 2012, Palmer and Hyundai (allegedly acting through CMG, which in turn, was acting through Benitez) entered into a written agreement titled "Events Management & Timing Contract: 2012 Hyundai Hope on Wheels" (the "Agreement").3 The terms of the Agreement required Palmer to plan several Hyundai foot races in 2012. The races were to take place in the District of Columbia; Denver, Colorado; Fort Worth, Texas; Los Angeles, California; and Orange County, California. The Agreement required a $60,000 deposit prior to Palmer's performance, which Palmer never received.
On May 21, 2012, Howell met with Benitez and Benitez's supervisor, Zully Gonzalez. Benitez and Gonzalez asked Howell to attend a meeting with Hyundai at Hyundai's headquarters on the following day. Howell insisted on receiving the $60,000 deposit prior to attending the May 22, 2012 meeting. Benitez told Howell that the deposit was being wired to Palmer, and Howell agreed to attend the meeting.
On June 27, 2012, HMA informed Howell that Hyundai was not a party to the Agreement. HMA further informed Howell that CMG had withdrawn from the Agreement.
Palmer filed suit against Hyundai in the Circuit Court of the State of Oregon for the County of Multnomah on October 27, 2015. Compl. (#1-2). Hyundai removed the case to this court on November 24, 2015. Notice of Removal (#1). This court has jurisdiction on the basis of diversity of citizenship. See id.; 28 U.S.C. 1332. Hyundai filed its Motion to Dismiss orTransfer (#3) on December 3, 2015. Palmer filed its Response (#9) on December 21, 2015. Hyundai filed its Reply (#12) on December 31, 2015. The parties presented oral arguments on Hyundai's Motion on January 15, 2016. This matter is fully submitted and prepared for decision.
Hyundai argues that venue is improper in this court under the general venue provision, 28 U.S.C. § 1391(b). In response, Palmer argues that venue is proper in this court pursuant to a forum selection clause in the Agreement.
I find that venue is proper in this court. Hyundai's reliance on 28 U.S.C. § 1391(b) is misplaced. That section limits the districts where a civil action may be "brought." Id. This action was not "brought" in the District of Oregon; it was removed from the Circuit Court of the State of Oregon for the County of Multnomah. See Notice of Removal (#1). Consequently, § 1391(b) is inapplicable. See Polizzi, 345 U.S. at 665-66. Rather, venue of this removed action is governed by 28 U.S.C. § 1441(a). See id. That section provides that venue is proper in "the district court of the United States for the district and division embracing the place where such action is pending." 28 U.S.C. § 1441(a). The District of Oregon is the district embracing Multnomah County, the place where this action was pending prior to removal. Accordingly, Hyundai's 12(b)(3) motion to dismiss should be denied. See Polizzi, 345 U.S, at 665-66; Corp. of The Ass'n of the Presiding Bishop of The Church of Jesus Christ of Latter-Day Saints, 2009 WL 2132722, at *7; accord Westby v. Lincoln Prop. Co., No. 5:14-CV-01800-BLF, 2014 WL 2769068, at *2 (N.D. Cal. June 18, 2014); Maher v. Staub, No. CV 09-8646 CAS JCX, 2010 WL325747, at *5 (C.D. Cal. Jan. 4, 2010); Western Showcase Homes, Inc. v. Fuqua Homes, Inc., 2010 WL 1838364 at * 3 (D. Nev. May 6, 2010); Bacik v. Peek, 888 F. Supp. 1405, 1413 (N.D. Ohio 1993).
In the alternative to outright dismissal, Hyundai moves the court to transfer the case to the Central District of California pursuant to 28 U.S.C. § 1404(a). In support, Hyundai argues that this action could have been brought in the Central District of California because Hyundai is a California non-profit corporation with its principal place of business also located in California,
Hyundai furthers argues that the current forum is inconvenient and the interests of justice would be better served by transferring this action to the Central District of California. In support, Hyundai notes that no part of the Agreement was to be performed in Oregon. Moreover, because Palmer partially performed the Agreement in California, witnesses and other sources of proof are predominately located in that state. Finally, Hyundai argues that transfer is appropriate because California law governs Palmer's claims.
In response, Palmer argues that transfer is not appropriate because Hyundai consented to this court's jurisdiction by assenting to a forum selection clause in the Agreement,
I find that this case should be transferred to the Central District of California. Section 1404(a) provides: "For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented." Thus, the threshold question I must answer is whether this case could have been brought in the CentralDistrict of California. See id.; Jones, 211...
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