Judge: Kenneth J. Medel, Case: 37-2023-00047047-CU-BC-CTL, Date: 2024-03-29 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - March 28, 2024

03/29/2024  09:30:00 AM  C-66 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Kenneth J Medel

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Civil - Unlimited  Breach of Contract/Warranty Motion to Quash (Civil) 37-2023-00047047-CU-BC-CTL EQUITOS FUND 1 LP VS ROCK RIDGE ENTERPRISES LLC [IMAGED] CAUSAL DOCUMENT/DATE FILED: Motion to Quash Service of Summons, 02/29/2024

The Court GRANTS the Request to take Judicial Notice by Plaintiffs and takes judicial notice of the documents as requested. The Objections to the Request for Judicial Notice in Memorandum of Points & Authorities of the Reply are OVERRULED. The Objections were not lodged separately to the specific documents. However, even on the merits, the Court OVERRULES the objections.

Defendants' Motion to Quash Service of Summons is DENIED.

Plaintiff's unverified complaint alleges that defendants Rock Ridge Enterprises, LLC, and Todd S. Caven breached a written agreement with Plaintiffs Equitos Fund 1 LP by which it was to make a capital contribution to the limited partnership. Plaintiff Equitos Fund 1 LP is a limited partnership organized in Delaware. Equitos General Partnership 1 LLC claims to be the general partner of the LP. No written agreements or other exhibits are attached to the complaint. The complaint alleges a breach of the agreement as well as Defendants' fraudulent conduct in doing so.

Rock Ridge Enterprises LLC and Todd Caven move provisions of California Code of Civil Procedure § 418.10 to quash service of the Summons and Complaint on Defendants on the grounds that California lacks personal jurisdiction. Neither was a California resident or an entity formed or doing business in this state, and neither had sufficient minimum contacts with California to support an assertion of personal jurisdiction.

California Code of Civil Procedure § 418.10(a) states, in pertinent part: 'A defendant, on or before the last day of his or her time to plead or within any further time that the court may for good cause allow, may serve and file a notice of motion for one or more of the following purposes: (1) To quash service of summons on the ground of lack of jurisdiction of the court over him or her...' The party bringing such a motion to quash is not deemed to have made a general appearance. C.C.P § 418.10(e)(1); Nelson v. Horvath (1970) 4 Cal.App.3d 1.

A California court may exercise personal jurisdiction over an out of state defendant if (1) there exists a constitutionally sufficient basis for asserting personal jurisdiction, and (2) the plaintiff has complied with the applicable rules for service of process. Ziller Electronics Lab GmbH v. Sup. Ct. (1988) 206 Cal.App.3d 1222, 1229. When challenged, plaintiff bears the burden of proof of the issue of personal jurisdiction. Elkman v. National States Ins. Co. (2009) 173 Cal. App. 4th 1305, 1312-13.

The Court finds that plaintiffs have met their burden to show a constitutionally sufficient basis for asserting personal jurisdiction.

Defendants signed contracts promising to provide investment funds of $750 million to a start-up investment fund created by Plaintiffs, and to serve as a Limited Partner in the fund. (Complaint, para. 7, 2:4-9; Declaration of Edleson, para. 2; Affidavit of Crean, para. 16-17, Exhibit D, page 22.) The Amended and Restated Limited Partnership Agreement signed by Defendants as part of a packet of Subscription Documents expressly provided for exclusive jurisdiction in California for dispute resolution, stating: Calendar No.: Event ID:  TENTATIVE RULINGS

3089343  42 CASE NUMBER: CASE TITLE:  EQUITOS FUND 1 LP VS ROCK RIDGE ENTERPRISES LLC  37-2023-00047047-CU-BC-CTL 16.7. Jurisdiction and Governing Law. EACH OF THE PARTIES HEREBY AGREES THAT ANY JUDICIAL PROCESS PROVIDED FOR IN SECTION 16.3 AND SECTION 16.4, SHALL BE INSTITUTED IN THE STATE OR FEDERAL COURTS SITTING IN SAN DIEGO COUNTY, CALIFORNIA AND IN NO OTHER FORUM AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO AND ACCEPTS GENERALLY AND UNCONDITIONALLY SUCH JURISDICTION AND IRREVOCABLY WAIVES ANY OBJECTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH DISPUTE IN SUCH RESPECTIVE COURTS. (Declaration of Edleson, para. 2; Crean Aff. ¶ 16, Ex. D at Page 128.) For the first time in Reply, Defendants argue that Defendant Todd S. Caven never signed the 'Equitos General Partnership 1 LLC Amended and Restated Limited Liability Company Operating Agreement'.

The signature 'Todd Caven' on the document is not his, nor is the printing that appears below. Caven likewise never signed the 'Equitos Fund 1 LP Amended and Restated Limited Partnership Agreement' ('Equitos LPA').

However, Craven's signature appears on a signature page. He signed on behalf of Rock Ridge Enterprises LLC. The Signature Page for the packet of Subscription Documents expressly states that a signature constitutes acceptance of the Subscription Agreement as well as the Amended and Restated Limited Partnership Agreement. (Crean Aff. ¶ 16, Ex. D at page 22.) Further, Defendants have expressly admitted signing the agreements which contain provisions for mandatory arbitration of disputes and mandatory jurisdiction, forum, and venue in San Diego, California. Specifically, in opposition to the pending Minnesota motion to compel arbitration, Defendants stated at page 2: 'Rock Ridge signed a subscription agreement.' (Exhibit C to RJN) Calendar No.: Event ID:  TENTATIVE RULINGS

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