JLJ Productions LLC v. Amazon.com Services LLC

• Court: District Court, W.D. Washington
• Decided: January 16, 2026
• Docket: 2:25-cv-01503
• Status: Unknown

Opinion

1 2

3 4 5 6 7 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF WASHINGTON 8 AT SEATTLE

9 10 JLJ PRODUCTIONS LLC, CASE NO. C25-1503JLR 11 Plaintiff, ORDER v. 12 AMAZON.COM SERVICES LLC, 13 Defendant. 14

15 I. INTRODUCTION 16 Before the court is Defendant Amazon.com Services LLC’s (“Amazon”) motion 17 to dismiss Plaintiff JLJ Production LLC’s (“JLJ”) amended complaint. (MTD (Dkt. 18 # 17); Reply (Dkt. # 27); see also Am. Compl. (Dkt. # 15).) JLJ opposes the motion. 19 (Resp. (Dkt. # 22).) The court has considered the parties’ submissions, the relevant 20 21 22 1 portions of the record, and the governing law. Being fully advised,1 the court GRANTS 2 in part and DENIES in part Amazon’s motion.

3 II. BACKGROUND 4 This case arises from Amazon’s alleged breach of an agreement between the 5 parties providing that Amazon would sponsor a fashion exhibition featuring a specialized 6 “collection of clothing and accessories” created by emerging designers (the “Capsule”). 7 (See generally Am. Compl.; id. ¶ 12.) In September 2022, the parties entered into a Main 8 Services Agreement (the “MSA”). (Id. ¶ 11; Magliery Decl. (Dkt. # 18) ¶ 4, Ex. 3

9 (“MSA”).) JLJ represents that it subsequently signed and began performance under a 10 related Work Order (the “September Work Order”) drafted by Amazon. (Id. ¶¶ 11-13; 11 see also Danley Decl. (Dkt. # 23) ¶ 5, Ex. C (“September Work Order”).) According to 12 the September Work Order, (1) Amazon agreed to pay JLJ a total of $250,000: $100,000 13 upon execution of an agreement and $150,000 upon completion of the exhibition, and

14 (2) the exhibition was scheduled to take place on November 3, 2022. (Id. ¶ 12.) 15 JLJ represents that by October 13, 2022, it had incurred approximately $40,000 of 16 expenses associated with the Capsule and the exhibition, even though Amazon still had 17 not formally signed the September Work Order. (Id. ¶ 16.) JLJ further represents that on 18 October 14, 2022, the parties agreed to postpone the exhibition until December 7, 2022,

19 and Amazon agreed to revise the September Work Order only to reflect the exhibition’s 20 new date. (Id. ¶ 17.) Amazon, however, purportedly provided to JLJ a revised Work 21

1 Neither party request oral argument. (See MTD; Resp.) The court concludes that oral 22 argument is not necessary to decide the motion. See Local Rules W.D. Wash. LCR 7(b)(4). 1 Order that “contained numerous, onerous substantive changes from the [September Work 2 Order]” (the “Revised Work Order”). (Id. ¶ 20.) For example, the Revised Work Order

3 purportedly gave Amazon the right to reproduce artworks included in the event, added a 4 provision requiring JLJ to return all monies paid to it by Amazon if Amazon decided to 5 terminate the agreement, and gave Amazon the right to use JLJ’s likenesses for any 6 purpose whatsoever in perpetuity. (See id. (describing Amazon’s proposed terms under 7 the Revised Work Order).) JLJ alleges that it (1) refused to sign the Revised Work Order 8 because “it contained commercially unreasonable terms which were never discussed, let

9 alone agreed to[;]” (2) demanded immediate payment of the $100,000 due it; and 10 (3) advised Amazon that, in reliance on Amazon’s assurances, it had incurred 11 approximately $100,000 in out-of-pocket expenses in connection with the exhibition and 12 the Capsule. (Id. ¶¶ 21-22.) Amazon ultimately refused to sponsor the exhibition. (Id. 13 ¶ 24.) JLJ proceeded with the exhibition and the Capsule on December 7, 2022, both of

14 which it self-funded. (Id. ¶¶ 26-27.) To date, Amazon has refused to pay any monies to 15 JLJ. (Id. ¶ 28.) 16 On August 8, 2025, JLJ filed the instant suit in this court. (See Compl. (Dkt. # 1).) 17 JLJ filed an amended complaint on September 2, 2025, bringing claims for breach of 18 contract and fraud and seeking damages. (Am. Compl. at 7-9.) Amazon moved to

19 dismiss the case on September 23, 2025. (See MTD.) Amazon’s motion is now fully 20 briefed and ripe for consideration. 21 22 1 III. ANALYSIS 2 The court first sets forth the relevant standard of review and then turns to

3 Amazon’s motion to dismiss. 4 A. Standard of Review 5 Federal Rule of Civil Procedure 12(b)(6) provides for dismissal when a complaint 6 “fail[s] to state a claim upon which relief can be granted[.]” Fed. R. Civ. P. 12(b)(6); see 7 also Fed R. Civ. P. 8(a)(2) (requiring that the plaintiff provide “a short and plain 8 statement of the claim showing that the pleader is entitled to relief”). Under this

9 standard, the court construes the allegations in the complaint in the light most favorable 10 to the nonmoving party, Livid Holdings Ltd. v. Salomon Smith Barney, Inc., 416 F.3d 11 940, 946 (9th Cir. 2005), and asks whether the claim contains “sufficient factual matter, 12 accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 13 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570

14 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that 15 allows the court to draw the reasonable inference that the defendant is liable for the 16 misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556). The court “is to take all 17 well-pleaded factual allegations as true and to draw all reasonable inferences therefrom in 18 favor of the plaintiff.” Wyler Summit P’ship v. Turner Broad. Sys., Inc., 135 F.3d 658,

19 663 (9th Cir. 1998) (citation omitted). 20 B. Requests for Judicial Notice 21 Each party asks the court to take judicial notice of certain documents. (Defs. RJN 22 (Dkt. # 19); Pls. RJN (Dkt. # 24).) On a motion to dismiss, a court may consider 1 materials outside the complaint “if they fall within the exceptions to the general rule that 2 a district court may not consider any material beyond the pleadings in ruling on a Rule

3 12(b)(6) motion.” Wilson v. Playtika, Ltd., 349 F. Supp. 3d 1028, 1041 (W.D. Wash. 4 2018) (cleaned up and internal quotation marks omitted) (quoting Lee v. City of Los 5 Angeles, 250 F.3d 668, 688 (9th Cir. 2001)). There are two exceptions to this rule. First, 6 a court may consider material submitted as part of the complaint or material under the 7 incorporation by reference doctrine which “permits a court to consider a document ‘if the 8 plaintiff refers extensively to the document or the document forms the basis of the

9 plaintiff’s claim.’” Steinle v. City & Cnty. of San Francisco, 919 F.3d 1154, 1162-63 10 (9th Cir. 2019) (citing United States v. Ritchie, 342 F.3d 902, 908 (9th Cir. 2003)). 11 Second, a court may take judicial notice of matters of public record. See Mack v. S. Bay 12 Beer Distributors, Inc., 798 F.2d 1279, 1282 (9th Cir. 1986)). Matters of public record 13 generally include those matters that “(1) [are] generally known within the trial court’s

14 territorial jurisdiction; or (2) can be accurately and readily determined from sources 15 whose accuracy cannot reasonably be questioned.” Fed. R. Evid. 201(b); see Reyn’s 16 Pasta Bella, LLC v. Visa USA, Inc., 442 F.3d 741, 746 n.6 (9th Cir. 2006) (concluding 17 that court filings are considered matters of public record of which courts generally take 18 judicial notice). Trial courts do not abuse their discretion by refusing to judicially notice

19 unauthenticated documents. See Madeja v. Olympic Packers, LLC, 310 F.3d 628, 639 20 (9th Cir. 2002) (so concluding). 21 22 1 Here, Amazon asks the court to take judicial notice of four documents filed in the 2 parties’ prior New York trial court litigation2: the complaint, an affidavit, and two

3 exhibits. (See generally Magliery Decl., Exs. 1-4). JLJ does not oppose Amazon’s 4 request for judicial notice. (See generally Dkt.) Because these documents are court 5 filings, the court grants Amazon’s request to take judicial notice of these documents. 6 JLJ, meanwhile, asks the court to take judicial notice of seven documents in 7 support of its opposition to Amazon’s motion to dismiss: (A) Amazon’s brief filed in the 8 parties’ prior New York appellate court litigation3 (Danley Decl. ¶ 3, Ex. A.); (B) an

9 email from Amazon employee Madeline Roszko dated October 5, 2022 (Danley Decl. 10 ¶ 4, Ex. B); (C) Work Order and DocuSign confirmation executed on September 30, 2022 11 (September Work Order); (D) an email from Ms. Roszko dated September 30, 2022 12 (Danley Decl. ¶ 6, Ex. D); (E) an email from Ms. Roszko dated October 13, 2022 13 (Danley Decl. ¶ 7, Ex. E); and (F)/(G): Amazon’s two memoranda of law previously filed

14 in the New York appellate court litigation (Danley Decl. ¶¶ 8-9, Exs. F & G). 15 Amazon does not dispute that JLJ’s Exhibits A, C, F, and G are appropriate for 16 judicial notice. (See Pls. RJN Opp. (Dkt. # 29).) Amazon argues, however, that the court 17 should refuse to incorporate by reference the three emails purportedly sent by Ms. 18 Roszko because (1) JLJ has not established that the emails are central to JLJ’s claims, and

19 (2) JLJ’s counsel “is not a recipient of any of the emails” and “thus is not competent to 20

2 JLJ Productions, LLC v. Amazon.com Services LLC, No. 650943/2023, 2024 WL 21 5166819 (N.Y. Sup. Ct. Dec. 13, 2024). 3 JLJ Productions, LLC v. Amazon.com Services LLC, 233 N.Y.S.3d 55, 56 (N.Y. App. 22 Div. 2025) (No. 2025-00217). 1 testify that the exhibits are true and correct copies of the emails.” (See id. at 2 (internal 2 quotation marks omitted).) The court agrees with Amazon.

3 The court denies JLJ’s request that it consider Exhibits B, D, and E. Relying on 4 the incorporation-by-reference doctrine, JLJ asserts that each of these exhibits is a “true 5 and correct” copy of the original email. (See Danley Decl. ¶¶ 4, 6, 7.) This argument 6 fails, however, because (1) JLJ’s counsel is not competent to testify to the authenticity of 7 emails for which he was not a recipient, and (2) the emails have not otherwise been 8 authenticated such that the court may take judicial notice of them. (See Danley Decl.,

9 Exs. B, D, E (showing Counsel Delaney is not a recipient of the emails).) Thus, the court 10 declines to take judicial notice of Exhibits B, D, and E. 11 C. Amazon’s Motion to Dismiss 12 Amazon argues that the court should dismiss this case because JLJ fails to state a 13 claim for breach of contract or for fraud. (See generally MTD.) JLJ argues that the

14 September Work Order is a binding agreement and that it has adequately alleged fraud. 15 (See generally Resp.) The court considers the parties’ arguments below. 16 1. JLJ states a claim for breach of contract. 17 Amazon argues that JLJ fails to state a claim for breach of contract because 18 (1) Amazon never signed the September Work Order and, (2) because JLJ “rejected the

19 terms under which Amazon would agree to sponsor the event in December[,]” there was 20 no meeting of the minds. (MTD at 5-6.) JLJ counters that the September Work Order is 21 a binding agreement and that Amazon should be judicially estopped from asserting that 22 1 the September Work Order is not binding on both parties. (Resp. at 4-7.) The court 2 considers each of the parties’ arguments in turn.

3 To state a claim for breach of contract, JLJ must plausibly allege: (1) the existence 4 of a contract; (2) material breach; and (3) damages. St. John Med. Ctr. v. State ex rel. 5 Dept’t of Soc. & Health Servs., 38 P.3d 383, 390 (Wash. Ct. App. 2002) (citing Nw. 6 Indep. Forest Mfrs. v. Dep’t of Lab. & Indus., 899 P.2d 6, 9 (Wash. Ct. App. 1995)). The 7 parties do not dispute that they entered into a valid contract when they executed the 8 MSA. (See MTD at 6 (citing Am. Compl. ¶ 11); Resp. at 1; MSA) Rather, they dispute

9 whether the September Work Order is binding under the terms of the MSA. (See MTD at 10 6-7; Resp. at 5-7.) Amazon argues that the September Work Order is not a binding 11 contract because “the parties never came to an agreement as to its terms” and “Amazon 12 never signed it.” (MTD at 6 (citing Am. Compl. ¶ 16).) JLJ argues, in pertinent part, that 13 it satisfied the MSA’s requirements for the September Work Order to bind both parties.

14 (Resp. at 7-10.) The court agrees with JLJ. 15 Section 3 of the MSA defines an “Order” as either a purchase order or a work 16 order and specifically sets forth that a work order is “any written order signed and issued 17 by [Amazon] to [JLJ] for the purchase of Services under [the] Agreement.” (MSA at 18 § 3.1.) Section 3.2 of the MSA contemplates “Orders” that are not signed by Amazon,

19 but are nevertheless binding on both parties. (Id. at § 3.2.) Under § 3.2, an order “is 20 deemed to have been accepted and is binding on both parties[,]” if JLJ “(a) signs and 21 returns [the order] to [Amazon]; (b) begins performance; or (c) acknowledges [the order] 22 by e-mail, facsimile, or any other commercially reasonable means.” (Id.) Amazon fails 1 to respond to JLJ’s § 3.2 argument. (Reply at 5 (“[B]ecause Amazon never signed the 2 September [W]ork [O]rder, JLJ could not unilaterally make it binding on Amazon by

3 signing it and beginning performance[.]”) Under Local Civil Rule 7(b)(2), “if a party 4 fails to file papers in opposition to a motion, such failure may be considered by the court 5 as an admission that the motion has merit.” Local Rules W.D. Wash. LCR 7(b)(2). This 6 rule also applies to the failure to respond to individual claims in a motion to dismiss. 7 Hold Sec. LLC v. Microsoft Corp., 705 F. Supp. 3d 1231, 1245 (W.D. Wash. 2023) 8 (compiling cases so holding). Thus, the court finds that Amazon’s failure to respond to

9 JLJ’s § 3.2 argument is an acknowledgement that the argument has merit, and concludes 10 that JLJ plausibly alleges that the September Work Order is a contract that binds both 11 parties. 12 Next, the court evaluates whether JLJ states a claim for breach of the September 13 Work Order. Mindful of its obligation at this stage of the proceeding to construe the

14 allegations in the complaint in the light most favorable to JLJ, the court concludes that 15 JLJ has plausibly alleged that Amazon breached the September Work Order by failing to 16 pay JLJ and to sponsor the event. 17 First, it is undisputed that JLJ signed the September Work Order. (Am. Compl. 18 ¶ 13; see September Work Order at 5; see generally Resp.) JLJ also plausibly alleges that

19 it began performance under the terms of the September Work Order. (See Am. Compl. 20 ¶¶ 14, 16.) The September Work Order details the scope of work, event date, and 21 payment terms. (See September Work Order §§ 2, 7.) Thus, in light of § 3.2 of the 22 1 MSA, JLJ plausibly alleges that it entered into an agreement with Amazon to provide an 2 exhibition and to create the Capsule. (See Am. Compl. ¶¶ 12-14; see also MSA § 3.2.)

3 Amazon argues that even if the September Work Order is a valid contract, “JLJ 4 cannot establish Amazon breached the terms by failing to pay JLJ $250,000, because JLJ 5 did not satisfy the conditions necessary for this payment.” (MTD at 8-9.) Amazon 6 asserts that JLJ breached the September Work Order because the agreement required the 7 exhibition to occur on November 3, 2022, and it was delayed until December 7, 2022. 8 (See id.) The court rejects this argument. JLJ has plausibly alleged that “the parties

9 agreed to postpone the [date of the event] to December 7, 2022,” to provide the 10 “designers additional time to create the Capsule.” (Am. Compl. ¶ 17.) Thus, the court 11 concludes that, at this stage, the change of date from November 3, 2022, to December 7, 12 2022, is not material to the court’s analysis. 13 Second, JLJ plausibly alleges that Amazon breached the September Work Order

14 because Amazon failed to pay JLJ the $100,000 due it and JLJ incurred damages as a 15 result. (Id. ¶¶ 22, 28.) 16 Because the court concludes that JLJ has plausibly alleged the breach of a binding 17 agreement, the court need not address JLJ’s arguments pertaining to judicial estoppel. 18 2. JLJ fails to state a claim for fraud.

19 Next, Amazon argues that JLJ fails to state a claim for fraud because JLJ does not 20 plead essential elements of a fraud claim and thus does not satisfy Federal Rule of Civil 21 Procedure 9(b)’s heightened pleading standard. (See, e.g., MTD at 9.) JLJ argues that it 22 has satisfied Rule 9(b)’s pleading standard and sufficiently alleged all the necessary 1 elements of fraud. (See Resp. at 10-12.) The court considers the parties’ arguments 2 below.

3 Amazon argues that JLJ does not meet the heightened pleading standard for fraud 4 because JLJ does not allege what was false or misleading about Amazon’s alleged 5 representations. (See MTD at 10 (citing Am. Compl. ¶¶ 12, 14-16, 18).) In response, JLJ 6 relies on purported statements from the unauthenticated emails discussed above and 7 argues that Amazon claimed to have executed the September Work Order and later 8 refused to honor the terms of that agreement or acknowledge its existence. (See Resp at

9 10 (citing Am. Compl. ¶¶ 14-15, 39).) The court agrees with Amazon. 10 Generally, a pleading must contain “a short and plain statement of the claim 11 showing that the pleader is entitled to relief[.]” Fed. R. Civ. P. 8(a)(1)-(2). “In alleging 12 fraud or mistake,” however, “a party must state with particularity the circumstances 13 constituting fraud or mistake.” Fed. R. Civ. P. 9(b). “Malice, intent, knowledge, and

14 other conditions of a person’s mind may be alleged generally.” Id. To satisfy Rule 9(b), 15 “allegations of fraud must be ‘specific enough to give defendants notice of the particular 16 misconduct which is alleged to constitute the fraud charged so that they can defend 17 against the charge and not just deny that they have done anything wrong.’” Bly-Magee v. 18 California, 236 F.3d 1014, 1019 (9th Cir. 2001) (quoting Neubronner v. Milken, 6 F.3d

19 666, 672 (9th Cir. 1993)). A plaintiff must allege the “who, what, when, where, and 20 how” of the alleged misconduct, Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1106 21 (9th Cir. 2003) (internal quotation marks and citation omitted). 22 In Washington, to state a claim for fraud, a plaintiff must allege: 1 (1) a representation of an existing fact; (2) its materiality; (3) its falsity; (4) the speaker’s knowledge of its falsity or ignorance of its truth; (5) his 2 intent that it should be acted on by the person to whom it is made; (6) ignorance of its falsity on the part of the person to whom it is made; 3 (7) the latter’s reliance on the truth of the representation; (8) his right to rely upon it; (9) his consequent damage. 4 Kirkham v. Smith, 23 P.3d 10, 13 (Wash. Ct. App. 2001). 5 Here, JLJ has not plausibly alleged facts sufficient to state a claim for fraud. (See 6 generally Am. Compl.) Although JLJ plausibly alleges that the parties entered an 7 agreement and later disagreed about the terms of the revised agreement, it has not set 8 forth facts sufficient to allege Amazon’s falsity, knowledge of its falsity, or intent. (Id.) 9 Thus, the court concludes that JLJ fails to state a claim for fraud. 10 3. The court grants leave to amend. 11 JLJ requests leave to amend its fraud claim. (See Resp. at 12.) When granting a 12 motion to dismiss, a district court is generally required to grant the plaintiff leave to 13 amend, unless the complaint could not possibly be cured by the allegation of other facts. 14 Cook, Perkiss & Liehe, Inc. v. N. California Collection Serv. Inc., 911 F.2d 242, 246-47 15 (9th Cir. 1990); see also Saul v. United States, 928 F.2d 829, 843 (9th Cir. 1991) (noting 16 that courts in the Ninth Circuit liberally construe Federal Rule of Civil Procedure 15(a) to 17 allow leave to amend unless amendment would be futile). Here, the court concludes that 18 amendment is not futile because the complaint could possibly be cured by the allegation 19 of facts supporting the elements of falsity, knowledge of falsity, and intent. Therefore, 20 the court grants JLJ leave to amend its fraid claim. 21 22 1 IV. CONCLUSION 2 For the foregoing reasons, the court GRANTS in part and DENIES in part

3 Amazon’s motion to dismiss (Dkt. # 17). The court ORDERS JLJ to file a second 4 amended complaint that addresses the deficiencies identified in this order by Friday, 5 February 6, 2026 at 5:00 p.m. (PT). 6 7 Dated this 1 6th day of January, 2026. A 8 JAMES L. ROBART 9 United States District Judge 10 11 12 13 14 15 16 17 18

19 20 21 22