----oo0oo---- GURUDU-GROUP LLC, a South No. 2:22-cv-01973 WBS JDP Carolina limited liability company, Plaintiff, MEMORANDUM AND ORDER RE: DEFENDANT MINO’S MOTION TO v. DISMISS OR TRANSFER VENUE MACHINERY LLC, a Michigan limited liability company; ROBINSONS AUTOMATION MACHINERY LIMITED, a United Kingdom business entity; and MINO AUTOMATION USA INC., a Michigan corporation, Defendants.
----oo0oo---- Gurudu-Group LLC (“plaintiff”) brought this action against RAM Robinsons Automation Machinery LLC (“RAM Robinsons”),1 Robinsons Automation Machinery Limited (“Robinsons 1 Plaintiff voluntarily dismissed defendant RAM Robinsons. (Docket No. 14.) UK”),2 and Mino Automation USA Inc. (“Mino’), asserting claims for breach of contract, money had and received, and unjust enrichment. (See generally Compl. (Docket No. 1.) Before the court is Mino’s motion to dismiss or, in the alternative, to transfer venue. (Docket No. 21.) Because counsel for Mino informed the court yesterday that he has a conflict on the date previously set for the hearing on his client’s motion, in order to avoid any further delay in ruling upon the motion, the court takes the matter under submission and decides defendant’s motion on the papers without the necessity of oral argument.3 I. Factual Allegations Plaintiff is a group of engineers with experience in industrial automation and maintenance projects. (Compl. ¶ 11.) From March 21, 2022, to approximately May 25, 2022, plaintiff acted as a subcontractor for defendants. (Id. ¶ 3.) Defendants contracted with plaintiff to perform the robot programming services that Tesla had previously contracted with defendants to perform on the Tesla Lathrop Project in Lathrop, California. (Id. ¶ 1.) Plaintiff alleges there was no formal, written contract between plaintiff and defendants. (Id. ¶ 2.) Instead, the parties had an oral contract which outlined the nature of the work and the total amount due to plaintiff on a weekly basis. (Id. ¶ 2.) The hourly rate defendants were to pay plaintiff ranged from $65 to $70 per hour. (Id. ¶ 14.) Tesla allegedly 2 On April 14, 2023, the clerk entered default against defendant Robinsons UK. (Docket No. 24.)
3 See Local Rule 230(g). knew of and consented to defendants hiring plaintiff as a subcontractor. (Compl. ¶ 13.) Plaintiff alleges it fully performed all obligations under the contract (Id. ¶ 4.), but that defendants have failed to pay plaintiff for its work on the Tesla Project. (Id. ¶ 18.) Defendants allegedly owe plaintiff $121,172.50, exclusive of interest and costs. (Id.) Plaintiff’s previous demands for payment have been unsuccessful. (Id. ¶¶ 4, 17.) II. Motion to Dismiss Federal Rule of Civil Procedure 12(b)(6) allows for dismissal when the plaintiff’s complaint fails to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). “A Rule 12(b)(6) motion tests the legal sufficiency of a claim.” Navarro v. Block, 250 F.3d 729, 732 (9th Cir. 2001). The inquiry before the court is whether, accepting the allegations in the complaint as true and drawing all reasonable inferences in the plaintiff’s favor, the complaint has alleged “sufficient facts . . . to support a cognizable legal theory,” id., and thereby stated “a claim to relief that is plausible on its face,” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). In deciding such a motion, all material allegations of the complaint are accepted as true, as well as all reasonable inferences to be drawn from them. Id. Here, Mino argues plaintiff has failed to state a claim against Mino because plaintiff had no contractual relationship with Mino. (See Mot. at 3-4.) Specifically, Mino contends that (1) plaintiff’s sole written contract was with Robinsons UK and (2) Mino’s purchase orders with Robinsons UK make no mention of plaintiff, thereby demonstrating that Mino’s relationship was only with Robinsons UK.4 (Id.) The court is not persuaded. First, that plaintiff may have had a written contract with Robinsons UK is not determinative of whether plaintiff had an oral contract with Mino. Moreover, simply because Mino’s purchase orders with Robinsons UK may not have mentioned plaintiff does not mean that plaintiff had no oral contract with Mino. Second, plaintiff alleges facts which plausibly support the existence of a contract. For example, plaintiff included a contemporaneous record of the invoice numbers, invoice dates, and amounts due to plaintiff on each invoice. (Compl. ¶ 4.) Taking plaintiff’s allegations as true, as the court must at the motion to dismiss stage, see Navarro, 250 F.3d at 732, the court finds that plaintiff has pled facts sufficient to support its claims against Mino. Accordingly, the court must deny Mino’s motion to dismiss. III. Motion to Transfer In the alternative, defendant seeks to transfer this case to the Eastern District of Michigan. (See generally Mot.) “A defendant for whom venue is proper but inconvenient may move for a change of venue under 28 U.S.C. § 1404(a).” Action Embroidery Corp. v. Atl. Embroidery, Inc., 368 F.3d 1174, 1181 (9th Cir. 2004); 28 U.S.C. § 1404(a) (“For the convenience of 4 In support of its arguments, Mino relies on a declaration attached to a terminated motion to dismiss filed by Robinsons UK. (See Mot. at 3; Docket Nos. 9, 14.) On a motion to dismiss, the court does not consider any matters outside the pleadings unless they are incorporated by reference. Moreover, even if the court considered these documents, the motion still fails. 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.”). The moving party has the burden of showing that transfer is appropriate. Williams v. Bowman, 157 F. Supp. 2d 1103, 1106 (N.D. Cal. 2001). Because the statute contemplates transfer “to any other district or division where it might have been brought,” 28 U.S.C. § 1404(a), defendant must first make a threshold showing that venue and jurisdiction would be proper in the district to which it seeks transfer. Vu v. Ortho-McNeil Pharm., Inc., 602 F. Supp. 2d 1151, 1155 (N.D. Cal. 2009); see also F.T.C. v. Watson Pharm., Inc., 611 F. Supp. 2d 1081, 1090 (C.D. Cal. 2009) (“For transfer under § 1404(a), the threshold issue is whether the case ‘might have been brought’ in the proposed venue.”). Here, Mino has shown that venue would be proper in the Eastern District of Michigan. As plaintiff points out, not all defendants are residents of Michigan. See 28 U.S.C. § 1391(b)(1) (venue is proper in “a judicial district in which any defendant resides, if all defendants are residents of the State in which the district is located”). However, because Robinsons UK (the other remaining defendant) is a foreign entity, it may be sued in any judicial district and its residency is not considered for determining where venue may be proper. See 28 U.S.C § 1391(c)(3) (“[A] defendant not resi
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----oo0oo---- GURUDU-GROUP LLC, a South No. 2:22-cv-01973 WBS JDP Carolina limited liability company, Plaintiff, MEMORANDUM AND ORDER RE: DEFENDANT MINO’S MOTION TO v. DISMISS OR TRANSFER VENUE MACHINERY LLC, a Michigan limited liability company; ROBINSONS AUTOMATION MACHINERY LIMITED, a United Kingdom business entity; and MINO AUTOMATION USA INC., a Michigan corporation, Defendants.
----oo0oo---- Gurudu-Group LLC (“plaintiff”) brought this action against RAM Robinsons Automation Machinery LLC (“RAM Robinsons”),1 Robinsons Automation Machinery Limited (“Robinsons 1 Plaintiff voluntarily dismissed defendant RAM Robinsons. (Docket No. 14.) UK”),2 and Mino Automation USA Inc. (“Mino’), asserting claims for breach of contract, money had and received, and unjust enrichment. (See generally Compl. (Docket No. 1.) Before the court is Mino’s motion to dismiss or, in the alternative, to transfer venue. (Docket No. 21.) Because counsel for Mino informed the court yesterday that he has a conflict on the date previously set for the hearing on his client’s motion, in order to avoid any further delay in ruling upon the motion, the court takes the matter under submission and decides defendant’s motion on the papers without the necessity of oral argument.3 I. Factual Allegations Plaintiff is a group of engineers with experience in industrial automation and maintenance projects. (Compl. ¶ 11.) From March 21, 2022, to approximately May 25, 2022, plaintiff acted as a subcontractor for defendants. (Id. ¶ 3.) Defendants contracted with plaintiff to perform the robot programming services that Tesla had previously contracted with defendants to perform on the Tesla Lathrop Project in Lathrop, California. (Id. ¶ 1.) Plaintiff alleges there was no formal, written contract between plaintiff and defendants. (Id. ¶ 2.) Instead, the parties had an oral contract which outlined the nature of the work and the total amount due to plaintiff on a weekly basis. (Id. ¶ 2.) The hourly rate defendants were to pay plaintiff ranged from $65 to $70 per hour. (Id. ¶ 14.) Tesla allegedly 2 On April 14, 2023, the clerk entered default against defendant Robinsons UK. (Docket No. 24.)
3 See Local Rule 230(g). knew of and consented to defendants hiring plaintiff as a subcontractor. (Compl. ¶ 13.) Plaintiff alleges it fully performed all obligations under the contract (Id. ¶ 4.), but that defendants have failed to pay plaintiff for its work on the Tesla Project. (Id. ¶ 18.) Defendants allegedly owe plaintiff $121,172.50, exclusive of interest and costs. (Id.) Plaintiff’s previous demands for payment have been unsuccessful. (Id. ¶¶ 4, 17.) II. Motion to Dismiss Federal Rule of Civil Procedure 12(b)(6) allows for dismissal when the plaintiff’s complaint fails to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). “A Rule 12(b)(6) motion tests the legal sufficiency of a claim.” Navarro v. Block, 250 F.3d 729, 732 (9th Cir. 2001). The inquiry before the court is whether, accepting the allegations in the complaint as true and drawing all reasonable inferences in the plaintiff’s favor, the complaint has alleged “sufficient facts . . . to support a cognizable legal theory,” id., and thereby stated “a claim to relief that is plausible on its face,” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). In deciding such a motion, all material allegations of the complaint are accepted as true, as well as all reasonable inferences to be drawn from them. Id. Here, Mino argues plaintiff has failed to state a claim against Mino because plaintiff had no contractual relationship with Mino. (See Mot. at 3-4.) Specifically, Mino contends that (1) plaintiff’s sole written contract was with Robinsons UK and (2) Mino’s purchase orders with Robinsons UK make no mention of plaintiff, thereby demonstrating that Mino’s relationship was only with Robinsons UK.4 (Id.) The court is not persuaded. First, that plaintiff may have had a written contract with Robinsons UK is not determinative of whether plaintiff had an oral contract with Mino. Moreover, simply because Mino’s purchase orders with Robinsons UK may not have mentioned plaintiff does not mean that plaintiff had no oral contract with Mino. Second, plaintiff alleges facts which plausibly support the existence of a contract. For example, plaintiff included a contemporaneous record of the invoice numbers, invoice dates, and amounts due to plaintiff on each invoice. (Compl. ¶ 4.) Taking plaintiff’s allegations as true, as the court must at the motion to dismiss stage, see Navarro, 250 F.3d at 732, the court finds that plaintiff has pled facts sufficient to support its claims against Mino. Accordingly, the court must deny Mino’s motion to dismiss. III. Motion to Transfer In the alternative, defendant seeks to transfer this case to the Eastern District of Michigan. (See generally Mot.) “A defendant for whom venue is proper but inconvenient may move for a change of venue under 28 U.S.C. § 1404(a).” Action Embroidery Corp. v. Atl. Embroidery, Inc., 368 F.3d 1174, 1181 (9th Cir. 2004); 28 U.S.C. § 1404(a) (“For the convenience of 4 In support of its arguments, Mino relies on a declaration attached to a terminated motion to dismiss filed by Robinsons UK. (See Mot. at 3; Docket Nos. 9, 14.) On a motion to dismiss, the court does not consider any matters outside the pleadings unless they are incorporated by reference. Moreover, even if the court considered these documents, the motion still fails. 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.”). The moving party has the burden of showing that transfer is appropriate. Williams v. Bowman, 157 F. Supp. 2d 1103, 1106 (N.D. Cal. 2001). Because the statute contemplates transfer “to any other district or division where it might have been brought,” 28 U.S.C. § 1404(a), defendant must first make a threshold showing that venue and jurisdiction would be proper in the district to which it seeks transfer. Vu v. Ortho-McNeil Pharm., Inc., 602 F. Supp. 2d 1151, 1155 (N.D. Cal. 2009); see also F.T.C. v. Watson Pharm., Inc., 611 F. Supp. 2d 1081, 1090 (C.D. Cal. 2009) (“For transfer under § 1404(a), the threshold issue is whether the case ‘might have been brought’ in the proposed venue.”). Here, Mino has shown that venue would be proper in the Eastern District of Michigan. As plaintiff points out, not all defendants are residents of Michigan. See 28 U.S.C. § 1391(b)(1) (venue is proper in “a judicial district in which any defendant resides, if all defendants are residents of the State in which the district is located”). However, because Robinsons UK (the other remaining defendant) is a foreign entity, it may be sued in any judicial district and its residency is not considered for determining where venue may be proper. See 28 U.S.C § 1391(c)(3) (“[A] defendant not resident in the United States may be sued in any judicial district, and the joinder of such a defendant shall be disregarded in determining where the action may be brought with respect to other defendants.”). Thus, because Mino is a resident of the Eastern District of Michigan, venue there would be proper. Since venue and jurisdiction would be proper in the Eastern District of Michigan, next “the [c]ourt must evaluate three elements: (1) convenience of the parties; (2) convenience of the witnesses; and (3) interests of justice.” Anza Tech., Inc. v. Toshiva Am. Elec. Components, No. 2:17-cv-01688 WBS DB, 2017 WL 6538994, at *2 (E.D. Cal. Dec. 21, 2017) (quoting Safarian, Inc., 559 F. Supp. 2d at 1071) (quotations omitted). This analysis may include a number of factors, such as the plaintiff’s choice of forum, the parties’ contacts with the forum, the contacts relating to the plaintiff’s cause of action in the chosen forum, the differences in the costs of litigation in the two forums, the ease of access to the evidence, and the feasibility of consolidating other claims. Jones v. GNC Franchising, Inc., 211 F.3d 495, 498-99 (9th Cir. 2000); Decker Coal Co. v. Commonwealth Edison Co., 805 F.2d 834, 843 (9th Cir. 1986). Section 1404(a) affords district courts broad discretion “to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness.” Jones, 211 F.3d at 498 (quoting Stewart Org. v. Ricoh Corp., 487 U.S. 22, 29 (1988)) (internal quotation marks omitted). The court finds the balance of factors does not weigh in favor of transfer to the Eastern District of Michigan. First, in considering convenience of the parties, courts generally accord “great weight” to the plaintiff’s choice of forum. Lou v. Belzberg, 834 F.2d 730, 739 (9th Cir. 1987). Second, defendant eee ne REI OI IIE IE REI EI EIEIO
has not identified any specific witnesses in the Eastern District of Michigan. See Williams, 157 F. Supp. 2d at 1108 (“To demonstrate the inconvenience of witnesses, the moving party must identify relevant witnesses, state their location and describe their testimony and its relevance.”). Third, the Eastern District of California has an interest in the controversy as the events giving rise to this litigation occurred in connection with a Tesla manufacturing plant located within this district. Mino has therefore failed to make the requisite “strong showing of inconvenience to warrant upsetting the plaintiff’s choice of forum.” Decker Coal, 805 F.2d at 843. For the foregoing reasons, the court finds transfer is not appropriate in this case. IT IS THEREFORE ORDERED that defendant Mino’s motion to dismiss or in the alternative transfer venue (Docket No. 21) be, and hereby is, DENIED. . Dated: July 7, 2023 a hha A ha be WILLIAM B. SHUBB UNITED STATES DISTRICT JUDGE