Kitsch LLC v. Blonde Comet L.L.C.

Opinion

2 O 3

7 UNITED STATES DISTRICT COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9

10 KITSCH LLC, Case No.: 2:25-cv-11595-MEMF-PVC

11 Plaintiffs, ORDER GRANTING DEFENDANT’S 12 v. MOTION TO DISMISS [DKT. NO. 22]

13 BLONDE COMET L.L.C.,

14 Defendants. 15 16 17 18 19

20 Before the Court is a Motion to Dismiss filed by Defendant Blonde Comet L.L.C. Dkt. No. 21 22. For the reasons stated herein, the Court hereby GRANTS the Motion to Dismiss. 22

27 / / / 28 1 I. Background 2 A. Factual Background1 3 Plaintiff Kitsch LLC (“Kitsch”) is a limited liability company organized under the laws of 4 Delaware with its principal place of business in California. Dkt. No. 19 ¶ 1.2 The company is a 5 beauty product and accessories manufacturer. Id. ¶ 17. Defendant Blonde Comet L.L.C. (“Blonde 6 Comet”) is a limited liability company organized under the laws of Minnesota with its principal 7 8 place of business in Minnesota. Id. ¶ 2. 9 In or around May 2013, Kitsch and Blonde Comet entered into an oral contract under which 10 Blonde Comet would act as a sales representative for Kitsch in various Midwest states, including 11 Minnesota, and Kitsch would pay commissions to Blonde Comet for its sales. Id. ¶¶ 4, 18-19. In or 12 around April 2025, Kitsch informed Blonde Comet that Kitsch would be ending their agreement. Id. 13 ¶ 22. At the time Kitsch ended the agreement, Kitsch had paid all commissions that were owed to 14 Blonde Comet. Id. ¶ 23. Since early April 2025, Blonde Comet has not performed work of any 15 16 nature in service of Kitsch. Id. ¶ 24. On October 29, 2025, Blonde Comet emailed Kitsch alleging 17 that Kitsch owed an additional $93,650 in commissions for sales through the end of 2025. Id. ¶ 25; 18 Dkt. No. 19-2, Ex. 1. 19 20 B. Procedural History 21 On December 5, 2025, Kitsch filed a complaint in this Court against Blonde Comet seeking a 22 declaration under 28 U.S.C. § 2201 that Kitsch has not infringed its oral agreement with Blonde 23 Comet. Dkt. No. 1. On January 27, 2026, Blonde Comet filed its first Motion to Dismiss. Dkt. No. 24 25 26 1 Unless otherwise indicated, this memo’s factual background is derived from Kitsch’s First Amended Complaint. See Dkt. No. 19 (“1AC”). For the purposes of this Motion, the memo treats these factual 27 allegations as true. However, at this stage of the litigation, the memo makes no finding on the truth of these allegations, and is therefore not finding that they are indeed true. 28 2 All citations to the page numbers of docket filings are citations to the pagination imposed on the original 1 15. On February 11, 2026, Kitsch filed its First Amended Complaint against Blonde Comet seeking 2 the same declaratory relief. 1AC. 3 On February 25, 2026, Blonde Comet filed its second Motion to Dismiss for lack of subject 4 matter jurisdiction, lack of personal jurisdiction, improper venue, and failure to state a claim or, in 5 the alternative, to transfer venue to the United States District Court for the District of Minnesota. 6 Dkt. No. 22-1 (“Motion”). Kitsch timely filed its opposition to the Motion on March 11, 2026. Dkt. 7 No. 23 (“Opp’n”). Blonde Comet timely filed its reply on March 18, 2026. Dkt. No. 24 (“Reply”). 8 The Court held a hearing on the matter on April 9, 2026. 9 10 II. Applicable Law 11 A. Federal Rule of Civil Procedure 12(b)(1) 12 “Federal courts are courts of limited jurisdiction,” and can only hear cases where there is a 13 valid basis for federal jurisdiction. Richardson v. United States, 943 F.2d 1107, 1112 (9th Cir. 1991). 14 Federal Rule of Civil Procedure 12(b)(1) authorizes a party to seek dismissal of an action for lack of 15 16 subject matter jurisdiction. See Fed. R. Civ. P. 12(b)(1). In the context of a Rule 12(b)(1) motion, the 17 plaintiff bears the burden of establishing subject matter jurisdiction. Chandler v. State Farm Mut. 18 Auto. Ins. Co., 598 F.3d 1115, 1122 (9th Cir. 2010). Rule 12(b)(1) jurisdictional challenges can be 19 either facial or factual. Safe Air for Everyone v. Meyer, 373 F.3d 1035, 1039 (9th Cir. 2004). In a 20 facial challenge, the moving party “asserts that the allegations contained in [the] complaint are 21 insufficient on their face to invoke federal jurisdiction.” Id. 22 23 B. Federal Rule of Civil Procedure 12(b)(2) 24 A party may move to dismiss a complaint for lack of personal jurisdiction. Fed. R. Civ. P. 25 12(b)(2). The party claiming the existence of jurisdiction bears the burden of establishing it. Mattel, 26 Inc. v. Greiner & Hausser GmbH, 354 F.3d 857, 862 (9th Cir. 2003). If a court finds that an 27 28 evidentiary hearing is not required, a plaintiff “need only make a prima facie showing of the 1 jurisdictional facts.” Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008) (internal quotation 2 marks omitted). A plaintiff must “not simply rest on the bare allegations of its complaint” and 3 instead “come forward with facts, by affidavit or otherwise, supporting personal 4 jurisdiction.” Amba Mktg. Sys., Inc. v. Jobar Int'l, Inc., 551 F.2d 784, 787 (9th Cir. 1977). Still, 5 uncontroverted allegations in the complaint must be taken as true, and “[c]onflicts between parties 6 over statements contained in affidavits must be resolved in the plaintiff’s favor.” Schwarzenegger v. 7 Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 2004). 8 To establish personal jurisdiction over a defendant, a plaintiff must show both that the long- 9 10 arm statute of the forum state confers personal jurisdiction over an out-of-state defendant, and that 11 the exercise of jurisdiction is consistent with federal due process requirements. Pebble Beach Co. v. 12 Caddy, 453 F.3d 1151, 1154–55 (9th Cir. 2006). California's long-arm jurisdictional statute is 13 coextensive with federal due process requirements, under which a court may exercise jurisdiction 14 over a nonresident party only if that party has “at least ‘minimum contacts’ with the relevant forum 15 such that the exercise of jurisdiction ‘does not offend traditional notions of fair play and substantial 16 17 justice.’” Schwarzenegger, 374 F.3d at 800–01 (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 18 316 (1945)). 19 Personal jurisdiction may be either general or specific. See Picot v. Weston, 780 F.3d 1206, 20 1211 (9th Cir. 2015). The Ninth Circuit employs a three-prong test to evaluate whether specific 21 jurisdiction exists: 22 (1) The non-resident defendant must purposefully direct his activities or consummate 23 some transaction with the forum or resident thereof; or perform some act by which he purposefully avails himself of the privilege of conducting activities in the forum, thereby 24 invoking the benefits and protections of its laws; (2) the claim must be one which arises out 25 of or relates to the defendant’s forum-related activities; and (3) the exercise of jurisdiction must comport with fair play and substantial justice, i.e. it must be reasonable. 26 Schwarzenegger, 374 F.3d at 802. The plaintiff bears the burden of satisfying the first two 27 prongs of this test. Pebble Beach, 453 F.3d at 1155. The first prong may be satisfied with facts 28 1 sufficient to show “either purposeful availment or purposeful direction, which, though often 2 clustered together under a shared umbrella, ‘are, in fact, two distinct concepts.’” Brayton Purcell 3 LLP v. Recordon & Recordon, 606 F.3d 1124, 1128 (9th Cir. 2010) (quoting Pebble Beach, 453 F.3d 4 at 1155). Courts “generally apply the purposeful availment test when the underlying claims arise 5 from a contract, and the purposeful direction test when they arise from alleged tortious conduct.” 6 Morrill v. Scott Fin. Corp., 873 F.3d 1136, 1142 (9th Cir. 2017). 7 The purposeful availment requirement is met “if the defendant has taken deliberate action 8 within the forum state or if he has created continuing obligations to forum residents.” Ballard v. 9 10 Savage, 65 F.3d 1495, 1498 (9th Cir. 1995). Determining purposeful availment “requires a 11 ‘qualitative evaluation of the defendant’s contact with the forum state.’” Harris Rutsky & Co. Ins. 12 Servs., Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1130 (9th Cir. 2003) (quoting Lake v. Lake, 817 13 F.2d 1416, 1421 (9th Cir. 1987)). Although courts consider all relevant factors, the Supreme Court 14 has identified four as particularly instructive: (1) prior negotiations, (2) contemplated future 15 consequences, (3) the terms of the contract, and (4) the parties’ actual course of dealing. See Burger 16 17 King Corp. v. Rudzewicz, 471 U.S. 462, 479 (1985). 18 If the plaintiff is able to establish the first two prongs of the specific jurisdiction test, the 19 burden then shifts to the defendant to show why the exercise of personal jurisdiction would not be 20 reasonable and fair under the third prong. Schwarzenegger, 374 F.3d at 802. 21 22 C. Choice of Law Analysis 23 A federal court sitting in diversity must use “the forum state’s choice of law rules to 24 determine the controlling substantive law.” Fields v. Legacy Health Sys., 413 F.3d 943, 950 (9th Cir. 25 2005) (quoting Patton v. Cox, 276 F.3d 493, 495 (9th Cir. 2002)). “As a default, the law of the forum 26 state will be invoked, and the burden is with the proponent of foreign law to show that the foreign 27 28 1 rule of decision will further the interests of that state.” CRS Recovery, Inc. v. Laxton, 600 F.3d 1138, 2 1142 (9th Cir. 2010). 3 In California, there are two types of analysis for selecting the applicable state law in an 4 action. When the parties have an agreement with a choice of law provision, courts use the analysis 5 outlined in Nedlloyd Lines B.V. v. Superior Court, 11 Cal.Rptr.2d 330 (Cal. 1992). Washington Mut. 6 Bank, FA v. Superior Ct., 103 Cal.Rptr.2d 320, 326-27 (Cal. 2001). If there is no choice of law 7 clause, courts apply the governmental interest test. Id. at 327. Under this three-step analysis, courts 8 must evaluate (1) whether the substantive laws of each jurisdiction differ as applied to the relevant 9 10 issue, (2) if they differ, whether a true conflict exists in that each jurisdiction has an interest in 11 having its law applied, and (3) if there is a true conflict, which state's interest would be more 12 impaired if its law were not applied. Downing v. Abercrombie & Fitch, 265 F.3d 994, 1005 (9th Cir. 13 2001). Under the governmental interest test, a court should ultimately apply the law of the state 14 whose interest would be more impaired. Id. 15 16 D. Sales Representatives Agreements 17 Both California and Minnesota have statutes governing the activity of sales representatives. 18 Minnesota defines a sales representative as “a person who contracts with a principal to solicit 19 wholesale orders and who is compensated, in whole or in part, by commission.” Minn. Stat. § 20 325E.37(1)(d). This statute applies to those who are residents of Minnesota or maintain their 21 22 principal place of business in Minnesota. Id. § 325E.37(6)(a)(1). A sales representative agreement is 23 “a contract or agreement, either express or implied, whether oral or written, for a definite or 24 indefinite period, between a sales representative and another person or persons, whereby a sales 25 representative is granted the right to represent, sell, or offer for sale a manufacturer’s . . . goods.” Id. 26 § 325E.37(1)(e). If a manufacturer alleges a violation of any of the statute’s provisions, “[t]he sole 27 remedy . . . is to submit the matter to arbitration.” Id. § 325E.37(5)(a). “No manufacturer . . . shall 28 1 circumvent compliance with [this statute] by including in a sales representative agreement a term or 2 provision, whether express or implied, that includes or purports to include . . . an application or 3 choice of law of any other state . . . [or] a choice of venue in any other state.” Id. § 325E.37(7)(1)- 4 (2). 5 California defines a wholesale sales representative as “any person who contracts with a 6 manufacturer . . . for the purpose of soliciting wholesale orders . . . [and who is] is compensated, in 7 whole or part, by commission.” Cal. Civ. Code § 1738.12(e). If a manufacturer is engaged in 8 business in California and uses a sales representative to solicit orders “at least partially within 9 10 [California]” for commissions, “the manufacturer . . . shall enter into a written contract with the 11 sales representative.” Id. § 1738.13(a). “A manufacturer . . . who willfully fails to enter into a 12 written contract as required by [this statute] or willfully fails to pay commissions as provided in the 13 written contract shall be liable to the sales representative in a civil action[.]” Id. § 1738.15. 14 15 III. Discussion 16 For the reasons discussed below, the Court finds that it lacks subject matter jurisdiction as 17 Minnesota Statute § 325E.37 bars Kitsch’s claim for relief, and that it lacks personal jurisdiction as 18 Kitsch fails to sufficiently allege that Blonde Comet purposefully availed itself of California.3 The 19 Court therefore GRANTS the Motion to Dismiss.4 20 / / / 21 / / / 22 23 3 For its failure to state a claim argument, Blonde Comet has not complied with procedural requirements 24 under Local Rule 7-5. This rule states that moving papers shall include “[a] brief but complete memorandum in support thereof and the points and authorities upon which the moving party will rely” as well as “evidence 25 upon which the moving party will rely.” C.D. Cal. L.R. 7-5. In its Motion, Blonde Comet provides no 26 authorities or analysis as to why this Court should dismiss the 1AC under Federal Rule of Civil Procedure 12(b)(6). The Motion also cites to no record evidence or allegations in the 1AC that show that Kitsch has 27 failed to state a claim. See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Accordingly, the Court will not address the merits of whether Kitsch has failed to state a claim. 28 4 Because the Court grants the Motion to Dismiss, it need not address Blonde Comet’s motion to transfer 1 A. The Court lacks subject matter jurisdiction. Blonde Comet argues that under Minnesota Statute § 325E.37, Kitsch is required to pursue 2 3 arbitration for its claims and cannot seek relief in this Court. Motion at 1; Reply at 1. Kitsch 4 maintains that California law applies to the parties’ oral agreement and therefore this Court is the 5 appropriate forum for this action. Opp’n at 10, 13. As it appears that the parties cannot agree on the 6 applicable state law, and finding this issue pertinent to the Court’s evaluation of whether subject 7 matter jurisdiction exists, the Court proceeds to conduct a choice of law analysis. 5 8 9 i. Minnesota law controls. 10 Since Kitsch filed suit in the Central District of California, Blonde Comet resides in 11 Minnesota, 1AC ¶ 2, and the parties’ oral contract contained no choice of law clause, Opp’n at 1, the 12 Court applies California’s governmental interest test to determine whether California or Minnesota 13 law applies to this matter.6 Fields, 413 F.3d at 950; Washington Mut. Bank, 103 Cal.Rptr.2d at 327. 14 15 Under this test, the Court must (1) analyze whether the substantive laws of California and Minnesota 16 differ as applied to the relevant issue, (2) if they differ, evaluate whether a true conflict exists in that 17 each state has an interest in having its law applied, and (3) if there is a true conflict, identify and 18 19 20 5 In its Motion and Reply, Blonde Comet argues that Minnesota law should control but offers no choice of 21 law analysis to show why this is appropriate. Kitsch makes note of this absence. Opp’n at 10. As Blonde Comet still put forth the assertion that Minnesota law applies to the parties’ relationship, the Court will 22 address the merits of this claim but admonishes Blonde Comet that future failures to provide the relevant law and analysis to support its arguments may prevent the Court from fully considering them and result in the 23 Court’s denial of motions.

24 6 At the April 9, 2026 hearing, Kitsch argued that the Government interest test is improper and the Court shall 25 apply California Civil Code § 1646. Section 1646 states that “[a] contract is to be interpreted according to the law and usage of the place where it is to be performed; or, if it does not indicate a place of performance, 26 according to the law and usage of the place where it is made.” Cal. Civ. Code § 1646. But “section 1646 is to determine the choice of law with respect to the interpretation of a contract.” Frontier Oil Corp. v. RLI Ins. 27 Co., 63 Cal. Rptr. 3d 816, 826 (Cal. Ct. App. 2007). It does not preclude the Court from conducting California’s governmental interest test, particularly here where the integral dispute between the parties is the 28 relief Kitsch is allowed to pursue. The parties do not appear to dispute the terms of the oral contract and thus, 1 apply the law of the state whose interest would be more impaired if its law were not applied. 2 Downing, 265 F.3d at 1005. 3 The Court finds that Minnesota law applies. First, the substantive laws of Minnesota and 4 California differ as applied to the resolution of conflicts between sales representatives and 5 contracting manufacturers. A material difference of law exists if application of the states’ laws 6 would lead to different results. See McCann v. Foster Wheeler LLC, 105 Cal.Rptr.3d 378, 391-92 7 (Cal. 2010); see also Stonewall Surplus Lines Ins. Co. v. Johnson Controls, Inc., 17 Cal.Rptr.2d 713, 8 718 (Cal. Ct. App. 1993). Under Minnesota law, Kitsch would need to send this matter to arbitration 9 10 as Kitsch is alleging that Blonde Comet improperly sought further commissions under their oral 11 contract. Minn. Stat. § 325E.37(5)(a); 1AC ¶¶ 30-32. Although Kitsch alleges that California law 12 governs the contract, Minnesota law explicitly bars the application of another state’s law to an oral 13 agreement with a Minnesota sales representative. Minn. Stat. § 325E.37(7)(1)-(2). Thus, under 14 Minnesota law, Kitsch would be unable to pursue this action in California. 15 Under California law, Kitsch is permitted to seek a declaratory judgment for a breach of oral 16 17 contract. Blonde Comet points to California Civil Code § 1738.15 as the appropriate state law to 18 apply. Motion at 2. But this statute offers no explicit course of remedy for a manufacturer alleging 19 violation of an oral contract with a sales representative. The statute instead states that when a 20 manufacturer uses the services of a sales representative to solicit orders “at least partially within 21 [California],” the parties must enter into a written contract. Id. § 1738.13(a). However, this provision 22 appears inapplicable to this case, as the terms of Kitsch and Blonde Comet’s contract were to solicit 23 sales within the Midwest, not California. 1AC ¶ 4. Even if some of the sales were made in 24 25 California, as Kitsch alleges, the contract was still oral. Id.; Opp’n at 1. Furthermore, California law 26 states that if a manufacturer “willfully fails to enter into a written contract” or “willfully fails to pay 27 commissions as provided in the written contract,” the manufacturer “shall be liable to the sales 28 1 different problem than that is presented in Kitsch’s complaint: Blonde Comet is not filing suit 2 alleging Kitsch willfully failed to pay its commissions; rather, Kitsch is filing suit alleging that 3 Blonde Comet improperly sought these commissions. 4 Because this California statute is inapplicable to the parties’ contract, ordinary contract 5 principles would apply. In California, “[a] disputed oral contract may properly be the subject of a 6 declaratory judgment.” Columbia Pictures Corp. v. De Toth, 26 Cal. 2d 753, 760 (Cal. 1945); see 7 also Gaglione v. Coolidge, 134 Cal. App. 2d 518, 522 (Cal. Ct. App. 1955) (“That declaratory relief 8 may be proper under an oral contract is now established.”). Thus, since California law would allow 9 10 Kitsch to pursue declaratory relief in court—and Minnesota law would not—the first requirement of 11 the governmental interest test is satisfied. 12 The Court must now turn to the question of whether a true conflict exists in that each state 13 has an interest in having its law applied. The Court finds that a true conflict exists. The provisions of 14 Minnesota Statute § 325E.37 make clear that the statute’s purpose is to protect sales representatives 15 who reside in Minnesota. For example, the statute requires manufacturers to meet various conditions 16 17 before terminating a sales representative agreement, including a showing of good cause and written 18 notice; confers rights to sales representatives upon the termination of a contract; and prohibits the 19 inclusion of certain unfair contract terms in an agreement. Id. §§ 325E.37(2)(a)(1), (4), (7). As 20 Blonde Comet is a sales representative residing in Minnesota, Minnesota has an interest in extending 21 these protections to Blonde Comet. 1AC ¶ 2. 22 California also has an interest in regulating contracts made by its businesses and where some 23 of the sales, as Kitsch alleges, were made in California. Opp’n at 1; Robert McMullan & Son, Inc. v. 24 25 United States Fid. & Guar. Co., 162 Cal. Rptr. 720, 724 (Cal. Ct. App. 1980) (“Since the contract 26 was made between a California resident and a corporation doing business in California, California 27 has an interest in seeing that such contract is enforced according to the law where it was made.”). 28 1 The Court must finally turn to the third step of the governmental interest test. Abogados v. 2 AT&T, Inc., 223 F.3d 932, 934 (9th Cir. 2000) (“On the other hand, if more than one jurisdiction has 3 a legitimate interest, ‘the court must move to the third stage of the analysis[.]’”). The Court finds that 4 Minnesota law controls as its interest would be more impaired if its law were not applied. Downing, 5 265 F.3d at 1005. Application of California law would frustrate the ability of Minnesota Statute § 6 325E.37 to protect Minnesota sales representatives like Blonde Comet by effectively rendering 7 subsections (5)(a) and (7)(1) futile, as subsection 5(a) clearly states that parties like Kitsch must 8 pursue arbitration, and subsection 7(1) prohibits circumventing this requirement by asserting in the 9 10 contract that another state’s law should apply. By contrast, California’s interest would be less 11 impaired as California Civil Code § 1738.15 imagines little protections for manufacturers like 12 Kitsch. Thus, the third step of the governmental interest test still favors the Court’s application of 13 Minnesota law. 14 ii. Minnesota Statute § 325E.37 bars this Court from considering Kitsch’s claim. 15 16 Minnesota law makes clear that Kitsch’s “sole remedy” for alleged violations of its oral 17 agreement with Blonde Comet is to “submit the matter to arbitration”, and that Kitsch cannot 18 circumvent this provision by alleging that California law governed its agreement with Blonde 19 Comet. Minn. Stat. §§ 325E.37(5)(a), (7)(1). The 1AC alleges insufficient facts to overcome this bar 20 and Kitsch’s opposition cites to no binding authority that would allow this Court to conclude 21 otherwise. Kitsch instead argues that Minnesota Statute § 325E.37 is irrelevant since California’s 22 choice of law rules apply. Opp’n at 11. But Kitsch’s argument is misplaced and confuses the levels 23 24 of legal analysis pertinent here. Kitsch is correct that this Court must apply California’s choice of 25 law rules—but it is precisely for the purpose of evaluating whether Minnesota Statute § 325E.37 26 applies to the parties’ relationship. Thus, the Court finds that it lacks subject matter jurisdiction over 27 Kitsch’s claim for declaratory relief. 28 1 B. The Court lacks personal jurisdiction. The Court also lacks personal jurisdiction over Blonde Comet. Kitsch argues that specific 2 3 jurisdiction exists as Blonde Comet “repeatedly chose to avail itself of the benefits of doing business 4 with Kitsch.” Opp’n at 1. Blonde Comet argues against specific jurisdiction as it is a Minnesota 5 entity with no meaningful contacts with California. Motion at 6. Here, Kitsch carries the burden of 6 establishing (1) that Blonde Comet purposefully availed itself of the privilege of conducting 7 activities in California, and (2) that Kitsch’s claim arises out of or relates to Blonde Comet’s forum- 8 related activities. Schwarzenegger, 374 F.3d at 802; Pebble Beach, 453 F.3d at 1155. In evaluating 9 10 the first prong, the Court may consider (1) prior negotiations, (2) contemplated future consequences, 11 (3) the terms of the contract, and (4) the parties’ actual course of dealing. See Burger King, 471 U.S. 12 at 479. 13 The Court finds that Kitsch fails to allege facts sufficient to show purposeful availment. 14 Brayton Purcell, 606 F.3d at 1128. Despite Kitsch’s insistence that Blonde Comet had extensive 15 contacts with California, these various claims ultimately repackage the same unavailing argument: 16 Blonde Comet entered into and performed its side of a contract with Kitsch, and Kitsch happened to 17 18 reside in California. 19 To attempt to satisfy the purposeful availment prong, Kitsch alleges that over the course of 20 their contractual relationship, Blonde Comet had at least five hundred communications with Kitsch 21 by email or phone, Blonde Comet received commissions for the sale of Kitsch products to at least 22 one customer with a billing address in California, and Blonde Comet requested product samples 23 from Kitsch nineteen times and Kitsch shipped the requested goods to Blonde Comet from its 24 warehouse in California. Opp’n at 1, 3, 6-7; Dkt. No. 23-1 (“Thurswell Decl.”) ¶¶ 4, 7, 8. Even 25 26 accepting Kitsch’s allegations as true, all these contacts are ultimately grounded in Blonde Comet’s 27 contract with Kitsch. But “the plaintiff cannot be the only link between the defendant and the 28 1 Fiore, 571 U.S. 277, 285 (2014). Here, the dispute concerns Blonde Comet’s entitlement to 2 commission based upon the parties’ oral contract for Blonde Comet to operate as sales 3 representatives for Kitsch in Minnesota and other Midwest states. 1AC ¶¶ 4, 19, 22-27. There is no 4 allegation that the contract’s terms asked Blonde Comet to solicit sales for Kitsch in California, or 5 that Blonde Comet’s actual performance of the contract involved regular or substantial sales to 6 customers in California. See generally id. In fact, the parties’ contract only imagined that Blonde 7 Comet would assist Kitsch with sales in states throughout the Midwest. Id. ¶ 4. And although Kitsch 8 alleges that Blonde Comet received commissions for the sale of products to at least one customer 9 10 with a California billing address, this single instance falls short of establishing sufficient forum 11 contact, especially since the actual products were shipped out-of-state.7 Thurswell Decl. ¶ 4. 12 In sum, the record demonstrates that Blonde Comet’s contractual obligations and conduct 13 were directed at Midwest states, not California. As a result, binding authorities do not support 14 exercising personal jurisdiction in the instant action. Pebble Beach, 453 F.3d at 1159-60 (finding 15 defendant was not subject to personal jurisdiction where where “ there is not a scintilla of evidence 16 17 indicating” defendant targeted the forum); Schwarzenegger, 374 F.3d at 806-07 (holding that 18 defendant was not subject to personal jurisdiction where the at issue advertisement “was expressly 19 aimed at Ohio rather than California”); Brayton Purcell LLP, 606 F.3d at 1230 (determining 20 defendant expressly aimed its conduct at the forum where “Recordon knew of Brayton Purcell's 21 existence, targeted Brayton Purcell's business, and entered direct competition with Brayton 22 Purcell”). Accordingly, Blonde Comet’s contacts did not “reach out beyond [Minnesota] and create 23 continuing relationships and obligations with citizens of [California].” Burger King, 471 U.S. at 473 24 25 (quoting Travelers Health Assn. v. Virginia, 339 U.S. 643, 647 (1950)). 26 27

28 7 Kitsch does not provide the name of the state to which these products were shipped. See generally Opp’n; 1 Kitsch also cites to Intercontinental Coffee Trading, LLC v. Eximware, Inc. to support its 2 argument that frequent communication with Kitsch is sufficient to establish purposeful availment. 3 No. 22-CV-1841, 2023 WL 5667893 (S.D. Cal. 2023). According to Kitsch, the court in 4 Intercontinental Coffee found that “there were sufficient contacts where the parties participated in 5 monthly communications over the course of a ten-year relationship.” Opp’n at 7. But Kitsch 6 misreads Intercontinental Coffee. These monthly communications were not only limited to the 7 parties; they extended to interactions between the nonresident party and resident consumers. 8 Intercontinental Coffee, 2023 WL 5667893 at *8. In addition, other factors went in favor of the 9 10 court’s finding of purposeful availment; for instance, the nonresident party marketed and sold its 11 services to California clients over numerous years. Id. Kitsch alleges no similar facts here. And in 12 any case, Intercontinental Coffee is not binding on this Court. The case is therefore not applicable to 13 the matter here. Kitsch thus fails to show that Blonde Comet availed itself to California’s 14 jurisdiction, and the Court finds that it has no personal jurisdiction. 15 Even if the Court found that Kitsch established purposeful availment, personal jurisdiction is 16 17 still lacking. The second prong of the specific jurisdiction test is unsatisfied as Kitsch has not shown 18 that its claim arises out of or relates to Blonde Comet’s forum-related activities.8 In its opposition, 19 Kitsch reiterates the inadequate basis that Blonde Comet’s contract with a California company 20 means that it had sufficient contacts with the forum to establish jurisdiction. Opp’n at 8. But Kitsch 21 offers no facts showing that the outstanding commissions that Blonde Comet allegedly sought were 22 related to its activities in California—for example, that the commissions were for sales that Blonde 23 Comet made to a California consumer on behalf of Kitsch. Thus, Kitsch still fails to allege personal 24 25 jurisdiction. 26

27 8 Although Blonde Comet offers no challenge to whether Kitsch meets the second prong of the specific 28 jurisdiction test, for the purposes of the memo, an analysis of the second prong is provided. See generally 1 Furthermore, even if the Court found that Kitsch satisfies the second prong, Blonde Comet 2 meets its burden of presenting a “compelling case” that an exercise of jurisdiction in California 3 would be unreasonable. Burger King, 471 U.S. at 477. Under this third prong of the specific 4 jurisdiction test, the Court evaluates the burden on Blonde Comet, the interstate judicial system's 5 interest in obtaining the most efficient case resolution, California’s interest in adjudicating 6 the matter, Kitsch’s interest in obtaining convenient and effective relief, and the shared interest of 7 the several states in furthering fundamental substantive social policies. Id. 8 These factors are addressed in turn. The record shows that the burden on Blonde Comet 9 10 would be substantial as it contends that it is a single-member Minnesota company and all witnesses 11 relevant to its sales work with Kitsch are located in Minnesota. Reply at 5; Dkt. No. 22-2 (“Erickson 12 Decl.”) ¶ 7. For this same reason, this case cannot be resolved efficiently in California. Although 13 California has an interest in adjudicating this matter, and Kitsch also has an interest in obtaining 14 relief in the forum of its choice, the final factor weighs heavily in favor of Blonde Comet. Burger 15 King, 471 U.S. at 473 (“A State generally has a ‘manifest interest’ in providing its residents with a 16 17 convenient forum for redressing injuries inflicted by out-of-state actors.” (quoting McGee v. Int'l 18 Life Ins. Co., 355 U.S. 220, 223 (1957)). Given Blonde Comet’s lack of forum contact and the 19 contract’s terms that it would solicit sales in specifically the Midwest for Kitsch, an exercise of 20 jurisdiction in California would hinder rather than further the fundamental substantive social policy 21 of “allow[ing] potential defendants to structure their primary conduct with some minimum assurance 22 as to where that conduct will and will not render them liable to suit.” World-Wide Volkswagen Corp. 23 v. Woodson, 444 U.S. 286, 297 (1980). 24 25 Thus, the Court finds that it lacks personal jurisdiction over Blonde Comet. 26 IV. Conclusion 27 For the foregoing reasons, the Court GRANTS the Motion to Dismiss (Dkt. No. 22) and 28 1 1. Kitsch’s 1AC (Dkt. No. 19) is DISMISSED. 2 3 IT IS SO ORDERED. Mf 5 Dated: June 16, 2026 6 MAAME EWUSI-MENSAH FRIMPONG 7 United States District Judge 8 9 10 1] 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28