Judge Upinder S. Kalra, Case Number: 24STCV11599, Date: 2024-11-14 Tentative Ruling

MOVING PARTY: Defendants Jeung-Ho Park, Jay Song, Global One Bancshares, Inc., and Global One Bank

1. Motion to Dismiss is GRANTED as to Defendants Global One Bancshares, Inc. and Global One Bank;

3. Defendants Jeung-Ho Park and Jay Song are ORDERED to file their responsive pleading within 30 days of notice of this ruling.

On May 8, 2024, Plaintiff Michael Kim (Plaintiff) filed a Complaint against Defendants Jeung-Ho Park a/k/a JP Park, Jay Song, Global One Bancshares, Inc., and Global One Bank (Defendants) with seven causes of action for: (1) Fraud, (2) Negligent Misrepresentation, (3) Breach of oral contract, (4) Defamation, (5) Intentional infliction of emotional distress, (6) Negligent infliction of emotional distress, and (7) Quantum meruit.

According to the Complaint, Defendants enticed Plaintiff to work for them as part of a banking project in Texas. Defendants offered Plaintiff a role as Chief Operating Officer. Plaintiff alleges that he diligently worked to advance the banking project to the detriment of his own independent business. Despite this, Defendants reneged on their promises and offered Plaintiff subpar employment terms knowing he would have no choice but to accept.

On July 24, 2024, Defendants filed the instant motion to dismiss for lack of personal jurisdiction.

On October 92, 2024, Plaintiff filed an opposition. Replies were due on or before November 6, 2024. As of November 8, 2024, the court has not received a reply.

“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: To quash service of summons on the ground of lack of jurisdiction of the court over him or her.”¿ (Code Civ. Proc., (CCP) § 418.10, subd. (a)(1).)¿¿¿

A defendant may move to quash service of summons on the ground the court lacks personal jurisdiction.¿ (Code Civ. Proc., § 418.10, subd. (a)(1).)¿¿ The plaintiff has the initial burden of demonstrating facts justifying the exercise of jurisdiction. (Burdick v. Superior Court (2015) 233 Cal.App.4th 8, 17 (Burdick); Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 449 (Vons).) ¿By¿statute, the courts of this state may exercise personal jurisdiction over nonresident defendants to the extent permitted by the United States Constitution.¿ (Code Civ. Proc., § 410.10.)¿ Under the Constitution, due process requires that a nonresident defendant have¿“certain minimum contacts” with a forum such that the court’s exercise of personal jurisdiction does not offend traditional notions of fair play and substantial justice.¿ (Int’l Shoe Co. v. Wash.¿(1945) 326 U.S. 310, 316.)¿¿

The court GRANTS Defendants’ request for judicial notice. (Evid. Code § 452(d), (h); See Kalnoki v. First American Trustee Servicing Solutions, LLC (2017) 8 Cal.App.5th 23,37.) However, the court only takes judicial notice of the foregoing documents only as to “the existence, content and authenticity of public records and other specified documents”; it does not take judicial notice of the truth of the factual matters asserted in those documents. (Dominguez v. Bonta (2022) 87 Cal. App. 5th 389, 400.)[1]¿

Defendants contend the court lacks personal jurisdiction because they are domiciled, incorporated, and headquartered in Texas and that the facts giving rise to this lawsuit occurred in Texas. Defendants also contend they have not purposefully availed themselves of California’s forum and the costs related to enforcing the action in California would be substantially greater than enforcing it in Texas.[2]

California courts have personal jurisdiction over an out-of-state defendant only if (1) jurisdiction is available under California’s long arm statute and (2) the exercise of jurisdiction over the defendant does not offend principles of due process. (Buchanan v. Soto (2015) 241 Cal.App.4th 1353, 1361-1362; see also Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 268.) Where, as here, a state has construed its long-arm statute to provide jurisdiction to the constitutional limits of due process under the Fourteenth Amendment, the focus is solely on whether the exercise of jurisdiction would comport with due process. (See In re Automobile Antitrust Cases I & II (2005) 135 Cal.App.4th 100, 107-108 (2005); Pavlovich, supra, 29 Cal.4th at p. 268.) Due process requires that a nonresident defendant have certain minimum contacts with the forum state “such that the exercise of jurisdiction does not offend ‘traditional notions of fair play and substantial justice.’” (Buchanan, supra, 241 Cal.App.4th at p. 1362 (quoting Int’l Shoe Co. v. Wash. (1945) 326 U.S. 310, 316).)¿

It is the plaintiff who has the burden of proving personal jurisdiction by showing that the defendant had the requisite “minimum contacts” with California, under either a general jurisdiction or a specific jurisdiction theory. (Floveyor International, Ltd. v. Superior Court (1997) 59 Cal.App.4th 789, 797.) “Although the defendant is the moving party and must present some admissible evidence (declarations or affidavits) to place the issue [of personal jurisdiction] before the court (by showing the absence of¿minimum contacts with the state), the burden of proof is on the plaintiff to establish, by a preponderance of the evidence, a basis for jurisdiction (minimum contacts between the defendant and the forum state) and valid service of process in conformance with our service statutes.”¿(School Dist. Of Okaloosa County v. Superior Court¿(1997) 58 Cal.App.4th 1126,¿1131.)¿¿

Defendants contend there is no specific jurisdiction because no Defendant purposefully availed itself of California’s forum and Plaintiff’s claim does not arise out of or relate to any Defendant’s conduct with California.[3] Alternatively, Defendants contend that it would not be reasonable to find purposeful availment.[4] Plaintiff argues Defendants JP and Jay Song individually and on behalf of the entity defendants travelled to California multiple times to meet with Plaintiff to move the Project forward. Plaintiff also contends that his claims do arise out of the conduct in California and that a substantial number of witnesses live in California.

“[P]urposeful¿availment¿occurs where a nonresident defendant purposefully directs¿its activities at residents of the forum [citation],¿purposefully derives¿benefit¿from’ its activities in the forum [citation],¿creates a substantial connection with the forum [citation],¿deliberately has engaged in significant activities within’ the forum [citation],¿or has created continuing obligations between itself¿and residents of the forum.” (Anglo Irish Bank Corp. v. Superior Court¿(2008) 165 Cal.App.4th 969, 978 (Anglo Irish), internal quotation marks and citations omitted.)¿The relevant period during which “minimum contacts” must have existed is when the cause of action arose rather than when the complaint was filed or served. (See Boaz v. Boyle & Co. (1995) 40 Cal.App.4th 700, 717; Cadle Co. II, Inc. v. Fiscus (2008) 163 Cal.App.4th 1232, 1239.)

Here, the court agrees in part with Plaintiff. As alleged, the conduct at issue in the Complaint occurred in California. (Complaint ¶¶ 12-29.) Additionally, Plaintiff provided unrebutted evidence that the individual defendants, JP and Jay Song, purposefully availed themselves of California’s forum. First, JP and Jay Song traveled to California at least eight times in 2022 to work with Plaintiff on the Project. (Kim Decl. ¶ 4.) Second, JP and Jay Song called Plaintiff numerous times spanning November 2020 to December 2022 to discuss the Project. (Kim Decl. ¶¶ 9-12.) Third, JP emailed Plaintiff numerous times to discuss the Project. (Kim Decl. ¶¶ 14-17.) JP and Jay Song used these communication methods to direct Plaintiff, residing in California, on particular tasks to keep developing the Project. (Kim Decl. ¶ 18.) Defendants JP and Jay Song thus “derived a benefit” from their activities within California because Plaintiff rendered services for the Project over a three-year period while living in California. (Kim Decl. ¶ 19.) Defendants’ argument that the breach occurred in Texas does not change that the majority of the alleged harmful conduct was directed to Plaintiff in California.

As such, Plaintiff met his burden to show that the individual defendants purposefully availed themselves of California’s forum.

However, Plaintiff did not provide evidence that the entity defendants, Global One Bancshares, Inc., and Global One Bank, purposefully availed themselves of California’s forum. Notably, Plaintiff concludes that “JP and Jay Song were acting individually and also as the representatives of the two corporation entities to be established as a result of the Project.” (Kim Decl. ¶ 4.) Indeed, it is questionable that the entities existed when JP and Jay Song were engaging with Plaintiff. (Id. [noting “future director” and “future CEO” of the entities.]) Plaintiff provided no other evidence.

As such, Plaintiff did not meet his burden to show that the entity defendants purposefully availed themselves of California as a forum.

Courts may consider the following: “¿“the burden on the defendant,” “the forum State's interest in adjudicating the dispute,” “the plaintiff's interest in obtaining convenient and effective relief,” “the interstate judicial system's interest in obtaining the most efficient resolution of controversies,” and the “shared interest of the several States in furthering fundamental substantive social policies.”” (Burger King Corp. v. Rudzewicz¿(1985) 471 U.S. 462, 477.)¿¿¿

Here, the factors weigh in favor of exercising jurisdiction over the individual defendants but not the entity defendants. First, Plaintiff is a citizen of California and so California has a strong interest in enforcing his rights. (See Epic Communications, Inc. v. Richwave Technology, Inc. (2009) 179 Cal.App.4th 314, 336.) Second, Plaintiff provided unrebutted evidence that most of the witnesses also live in California. (Kim Decl. ¶ 20.) Third, the court infers that the individual defendants would not suffer undue economic burden litigating in California because Plaintiff provided evidence that the JP and Jay Song frequently traveled to California for business. (Kim Decl. ¶ 5.) However, there is insufficient evidence that hailing the entity defendants to California is just. The court will not foreclose on Plaintiff’s ability to uncover evidence showing otherwise in discovery.

Therefore, the court will exercise jurisdiction over the individual defendants but not the entity defendants.

Accordingly, the court GRANTS the motion to quash service of summons as to Defendants Global One Bancshares, Inc. and Global One Bank but DENIES the motion to quash service of summons as to Defendants Jeung-Ho Park and Jay Song.

1. Motion to Dismiss is GRANTED as to Defendants Global One Bancshares, Inc. and Global One Bank;

3. Defendants Jeung-Ho Park and Jay Song are ORDERED to file their responsive pleading within 30 days of notice of this ruling.

[1]Interestingly, the documents related to a different entity: Global One Financial, Inc, purportedly formed on November 16, 2021, with one Director- Defenant Jeung-Ho Park. The entity defendants here have similar but different names: Global Global One Bancshares, Inc., and Global One Bank.

[2] Defendants note, too, that Texas law provides remedies for the claims Plaintiff pursues in California.

[3] Defendants also argue there is no general jurisdiction but Plaintiff does not oppose this argument. Rather than discuss general jurisdiction at length, the court agrees with Defendants because there is no dispute that the individual defendants are domiciled in Texas and the entity defendants are incorporated and headquartered in Texas.

[4] Defendants, however, provide no evidence in support.