Judge: Timothy B. Taylor, Case: 37-2023-00017249-CU-BC-CTL, Date: 2023-09-15 Tentative Ruling

SUPERIOR COURT OF CALIFORNIA,

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HALL OF JUSTICE

TENTATIVE RULINGS - September 14, 2023

09/15/2023  01:30:00 PM  C-72 COUNTY OF SAN DIEGO

JUDICIAL OFFICER:Timothy Taylor

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Civil - Unlimited  Breach of Contract/Warranty Motion to Quash (Civil) 37-2023-00017249-CU-BC-CTL BLACK TIE MEDICAL INC VS ONE GLOBE BIO LLC [IMAGED] CAUSAL DOCUMENT/DATE FILED: Motion to Quash Service of Summons, 07/26/2023

Tentative Ruling on Castellano Motion to Quash Service of Summons Black Tie Medical v. One Globe, Case No. 2023-17249 Sept. 15, 2023, 1:30 p.m., Dept. 72 1. Overview and Procedural Posture.

This is a breach of contract action. Black Tie alleges that it and One Globe entered into a 'International Distribution Agreement,' whereby Black Tie authorized One Globe to act as its nonexclusive distributor of Black Tie's 'proprietary and patented medical equipment and related accessories.' The complaint seeking damages for unpaid orders in the amount of $77,000.00 was filed in April of 2023. One Globe has answered. ROA 13.

However, One Globe's principal (Castellano) moves to quash service of summons for lack of personal jurisdiction. ROA 14-18. Plaintiff filed opposition. ROA 22-24. Castellano filed reply. ROA 27. The court has reviewed the papers, and no further submissions are permitted in connection with this motion.

The case is also set for a CMC. ROA 19.

2. Applicable Standards.

A. Personal jurisdiction may be had on either a general (all-purpose) or specific (case-linked) basis.

Halyard Health, Inc. v. Kimberly-Clark Corp. (2019) 43 Cal.App.5th 1062, 1070. General jurisdiction extends to 'any and all claims' brought against a defendant. Ford Motor Company v. Montana Eighth Judicial District (2021) 592 U.S.__, 141 S.Ct. 1017, 1024. A state court may exercise general jurisdiction only when a defendant is 'essentially at home' in the state. Id. Specific jurisdiction, by contrast, focuses on the relationship among the defendant, the forum, and the litigation. Walden v. Fiore (2014) 571 U.S.

277, 284. 'A court may exercise specific jurisdiction over a nonresident defendant only if: (1) the defendant has purposefully availed himself of forum benefits or purposefully directed his activities at the forum state; (2) the controversy is related to or arises out of the defendant's contacts with the forum; and (3) the assertion of personal jurisdiction would comport with the principles of fair play and substantial justice.' Casey v. Hill (2022) 79 Cal.App.5th 937, 964.

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3001097  42 CASE NUMBER: CASE TITLE:  BLACK TIE MEDICAL INC VS ONE GLOBE BIO LLC [IMAGED]  37-2023-00017249-CU-BC-CTL B. In addition, '[a] party, even one who has no minimum contacts with this state, may consent to jurisdiction in a particular case.' Estate of Heil (1989) 210 Cal.App.3d 1503, 1512. Agreeing to resolve a particular dispute in a specific jurisdiction is one means of expressing consent to personal jurisdiction of courts in the forum state for purposes of that dispute. Szynalski v. Superior Court (2009) 172 Cal.App.4th 1, 7-8.

C. When a nonresident defendant challenges personal jurisdiction, the plaintiff must prove, by a preponderance of the evidence, the factual basis justifying the exercise of jurisdiction. BBA Aviation PLC v. Superior Court (2010) 190 Cal.App.4th 421, 428. This burden applies to minimum contacts and consent for purposes of personal jurisdiction. Szynalski, 172 Cal.App.4th at 6. To meet this burden, the plaintiff must provide affidavits and other authenticated documents demonstrating 'competent evidence of jurisdictional facts.' BBA Aviation, 190 Cal.App.4th at 429. If the plaintiff does so, the burden shifts to the defendant to present a compelling case that the exercise of jurisdiction would be unreasonable. Id. 3. Discussion and Ruling.

The motion to quash service of summons is granted.

A. Plaintiff has failed to establish that Castellano consented to the court's jurisdiction. Although the IDA provides that 'the parties specifically consent to the jurisdiction of the San Diego Superior Court for all purposes,' Castellano is not a party it. (Complaint, Ex. A at p. 8.) Rather, the IDA makes clear that the only parties are Black Tie and One Globe. Plaintiff points to the fact that Castellano signed the agreement and initialed each page. But '[a] corporate officer does not become a party to the contract simply by 'signing it in the officer's representative capacity.'' In re Boon Global Limited (9th Cir. 2019) 923 F.3d 643, 651 (quoting Restatement (Third) of Agency § 6.01). Here, Castellano signed the IDA in his capacity as principal of One Globe. Accordingly, the terms of the IDA do not subject Castellano to personal jurisdiction in California.

B. Plaintiff has also failed to establish that Castellano has sufficient minimum contacts with California.

'Personal jurisdiction over an individual who acts as an agent of a third party must be assessed on the individual's actions alone.' Global Commodities Trading Group, Inc. v. Beneficio de Arroz Choloma, S.A.

(9th Cir. 2020) 972 F.3d 1101, 1109. Where a contract is alleged to form the basis for a state's exercise of specific jurisdiction, it must be shown that the defendant has purposefully directed its activities at residents of that state, and the litigation must result from injuries that arise out of or relate to the defendant's activities. Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 472.

In this case, while Castellano admits that he visited California to attend an event hosted by one of plaintiff's affiliates (Castellano Decl., ¶ 6), this lone trip falls far short of the type of facts required to established specific jurisdiction. See Davis v. Cranfield Aerospace Solutions, Limited (2023) 74 F.4th 1154, 1163 (transitory trips into the forum state do not sufficiently reflect purposeful availment). There is no evidence, for example, that Castellano traveled to California to negotiate the IDA. Nor is there evidence that Castellano personally guaranteed One Globe's obligations under the IDA or otherwise engaged in conduct that strayed outside his official capacity as Principal of One Globe.

Plaintiff's reliance on Epic Communications, Inc. v. Richwave Technology, Inc. (2009) 179 Cal.App.4th 314 is misplaced. In Epic, the nonresident employee came to California on several occasions to negotiate the subject contract. See Epic, 179 Cal.App.4th at 328-29. As explained above, that did not occur here. Moreover, the fact that Castellano may have negotiated the IDA on behalf of One Globe through telephone calls or emails with plaintiff's California personnel is not sufficient. See Boon Global, 923 F.3d at 653 ('[U]se of the mails, telephone, or other international communications simply do not qualify as purposeful activity invoking the benefits and protection of the forum state.') (cleaned up).

In sum, based on the evidence presented, the court finds that plaintiff has failed to meet the purposeful availment prong. Because this failure alone means that plaintiff has not established specific personal Calendar No.: Event ID:  TENTATIVE RULINGS

3001097  42 CASE NUMBER: CASE TITLE:  BLACK TIE MEDICAL INC VS ONE GLOBE BIO LLC [IMAGED]  37-2023-00017249-CU-BC-CTL jurisdiction, the court need not address the remaining minimum contacts factors.

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