Judge: Mark H. Epstein, Case: 24SMCV05894, Date: 2025-02-26 Tentative Ruling

Case Number: 24SMCV05894    Hearing Date: February 26, 2025    Dept: I

The motion to quash is CONTINUED to allow for jurisdictional discovery.

This case involves a breach of contract action.  Plaintiff sues a number of defendants, none of whom are Californians, over non-payment of a debt.  Defendant Imadomwanyi claims that there is no jurisdiction over him here.

The court will not go into a long explanation of personal jurisdiction—the bane of every first year law student.  Suffice it to say that because the United States is made up of sovereign states, one state lacks the power to force the citizens of another state to defend an action in the distant locale.  However, there are a number of exceptions.  If the defendant’s contacts with the forum state are pervasive enough, then the state may exercise general jurisdiction, meaning that the defendant can be sued in the forum state for anything.  On the other hand, if there is no general jurisdiction, a defendant may still be sued in the forum state if the defendant took some action to avail himself of the protections of the forum state, the cause of action arises from those contacts, and it would not offend traditional notions of fair play and substantial justice for the forum state to try the case.  That is known as specific jurisdiction.  It is the plaintiff’s burden to establish the contacts and the fact that the cause of action arises from those contacts, and it is defendant’s burden to show (if plaintiff makes the first two showings) that it is unreasonable for the forum state to proceed.  (ViaView, Inc.v. Retzlaff (2016) 1 Cal.App.5th 198.)  The challenge is brought by way of a motion to quash service, which is accomplished by a special appearance.  That is the situation here.

The facts here are as follows.  Plaintiff executed a promissory note with the note’s maker, Meliorem Capital, which is not a party to the lawsuit.  There is also a deed of trust made by defendant Avery Park, but it is unsigned.  In any event, plaintiff invested through Avery in property in Oklahoma.  Imadomwanyi signed a note on Meliorem’s behalf.  Meliorem and Avery Park both are non-Californians.  (There is another twist.  Meliorem signed the Note, but the Note defines the “Maker” as Avery.)  And Imadomwanyi is also not a Californian; he is a Texan.  The Note in question had a California choice of law provision and it stated that payments were to be made at plaintiff’s California office.

The biggest problem, defendant asserts, is that defendant signed the note in his official capacity, not his personal capacity.  The law is plain that a corporate officer is not subject to jurisdiction simply because the entity is subject to jurisdiction.  Plaintiff must allege some facts that tie Imadomwanyi to California personally.  And there are none.  There are no supporting declarations in the opposition papers, and the court cannot rely on the complaint to provide the facts.  In fact, there is not even evidence to authenticate the promissory notes; the complaint is unverified. 

Were the complaint verified, the court would find it of some weight that the Note contains a choice of law provision favoring California.  While a choice of law provision may not itself be sufficient, it is some evidence that the parties availed themselves of California.  (T.A.W. Performance, LLC v. Brembo, S.p.A. (2020) 53 Cal.App.5th 632.)  Further, the note that is signed—the Meliorem Note—states that “If [Meliorem] consists of more than one person or entity, each shall be jointly and severally liable to perform the obligations of [Meliorem] under this Note.”  Because Imadomwanyi signed the Note as a “Member” of Meliorem, it would appear that the Note makes him liable personally.  Because defendant is therefore personally liable to pay the Note (if it is authentic), and because it has a choice of law provision favoring California, and because payments were to be made at plaintiff’s offices in Beverly Hills, it would at least appear that there might be sufficient minimum contacts.  At least if the Note were in evidence.  The court just did something that it hates, though.  It used brackets to replace the actual word in the Note, which was “Maker” with “Meliorem.”  That is a bit of an issue because “Maker” is defined in the Note as Avery, but defined in the signature block as Meliorem.  That ambiguity will, presumably, be addressed after discovery.

And there is a nexus between the contacts recited above and the lawsuit.  It is nonpayment of the Note that forms the basis of the complaint.  Maybe.  Actually, Meliorem is not a party to the action, and it is not clear to the court how whatever liability Imadomwanyi might have for the Meliorem Note would apply to the Avery Park Note, which is unsigned.  In fact, there is not even an allegation that the Meliorem Note is in default.

The court will allow plaintiff to take jurisdictional discovery in this regard and will discuss timing with the parties.