United Safeguard Distributors Association, Inc. v. Safeguard Business Systems, Inc.; Safeguard Franchise Systems, Inc.; Safeguard Franchise Sales, Inc.

• Court: District Court, C.D. California
• Decided: March 4, 2026
• Docket: 5:25-cv-01240
• Status: Unknown

Opinion

1 O 2

5 UNITED STATES DISTRICT COURT 6 CENTRAL DISTRICT OF CALIFORNIA 7

8 Case No.: 5:25-cv-01240-MEMF-SHK UNITED SAFEGUARD DISTRIBUTORS

9 ASSOCIATION, INC., a Georgia Corporation, ORDER GRANTING DEFENDANTS’ 10 Plaintiff, REQUEST FOR JUDICIAL NOTICE, PLAINTIFF’S REQUEST FOR JUDICIAL 11 v. NOTICE, AND DEFENDANTS’ MOTION TO DISMISS THE SECOND AMENDED 12 COMPLAINT [DKT. NOS. 32-1. 32-8, 35-1] 13 SAFEGUARD BUSINESS SYSTEMS, INC.; a Delaware corporation; SAFEGUARD 14 FRANCHISE SYSTEMS, INC., a Texas corporation; SAFEGUARD FRANCHISE 15 SALES, INC., a Texas corporation, and DOES 16 1-50, Defendants. 17

19 Before the Court is a Motion to Dismiss the Second Amended Complaint filed by Defendants 20 Safeguard Business Systems, Inc. (“SBS”), Safeguard Franchise Systems, Inc. (“Systems”), and 21 Safeguard Franchise Sales, Inc. (“Sales”) (collectively all three Defendants referred to as, 22 “Safeguard”), Dkt. No. 32-1 (“Motion”), and a Request for Judicial Notice filed by Safeguard, Dkt. 23 No. 32-8 (“Safeguard RJN”). Also before the Court is a Request for Judicial Notice filed by Plaintiff 24 United Safeguard Distributors Association (“USDA”). Dkt. No. 35-1 (“USDA RJN”). For the 25 reasons discussed below, the Court GRANTS the Motion and GRANTS the Safeguard RJN and 26 USDA RJN. 27 / / / 28 1 BACKGROUND 2 I. Factual Allegations1 3 Three disputes have arisen between Safeguard and USDA’s members regarding the rights 4 and obligations under the various Distribution Agreements that govern their relationships. First, 5 USDA’s members contend—and Safeguard disputes—that: “Safeguard’s right to impose 6 chargebacks on its Distributors is contingent upon Safeguard’s fulfillment of its exclusive 7 obligations to properly invoice, collect, and account for payments from customers, and to maintain 8 accurate and timely A/R records.” See 2AC ¶ 86. In light of this dispute, USDA “seeks a judicial 9 declaration that under the Distribution Agreements, Safeguard’s right to impose chargebacks is 10 contingent upon its fulfillment of its obligations to properly invoice, collect, and account for 11 payments from customers, and to maintain accurate and timely A/R records.” Id. ¶ 89. 12 Second, USDA’s members contend—and Safeguard disputes—that: “Safeguard’s 13 rollout of its new SAP system, and the resulting system-wide accounting failures, have led to 14 grossly inaccurate accounts receivable (“A/R”) records, depriving the Distributors of the 15 benefits of their Distribution Agreements with Safeguard.” Id. ¶¶ 93-95. In light of this 16 dispute, USDA “seeks a judicial declaration that Safeguard’s failure to properly invoice, 17 collect, and account for customer payments, and its maintenance of inaccurate A/R records, 18 has deprived Distributors of the benefits of their Distribution Agreements.” Id. ¶ 96. 19 Third, USDA’s members contend—and Safeguard disputes—that: “Safeguard is not 20 permitted to enforce the post-termination non-competition provisions in the Distribution 21 Agreements because Safeguard’s ongoing failure to properly invoice, collect, and account for 22 payments from customers has excused the Distributors from complying with any such post- 23 termination non-competition provisions.” Id. ¶¶ 100-01. In light of this dispute, USDA 24 25 1 The following factual background is derived from the allegations in USDA’s Second Amended Complaint, Dkt. No. 29 (“2AC”), except where otherwise indicated. For the purposes of this Motion, the Court treats 26 these factual allegations as true, but at this stage of the litigation, the Court makes no finding on the truth of these allegations, and is therefore not—at this stage—finding that they are true. Because in its Order Granting 27 Safeguard’s Motion to Dismiss, the Court set out in detail the facts alleged in the 1AC (which are substantially similar to the facts alleged in this 2AC), Dkt. No. 26 (“Order”), the Court will therefore 28 1 “seeks a judicial determination that Safeguard is not permitted to enforce any post- 2 termination non-competition provision against the Distributors due to its ongoing failure to 3 properly invoice, collect, and account for payments from customers.” Id. ¶ 103. 4 II. Procedural History 5 On February 19, 2025, USDA filed a complaint in the County of San Bernardino Superior 6 Court, alleging claims of (1) accounting, (2) breach of contract, and (3) declaratory judgment. Dkt. 7 No. 1-3.2 On May 21, 2025, Safeguard filed a Notice of Removal (“NOR”). On June 17, 2025, 8 USDA filed a First Amended Complaint alleging the same claims of accounting, breach of contract, 9 and declaratory judgment. Dkt. No. 13 ¶¶ 86-112 (“1AC”). Safeguard sought to dismiss the 1AC on 10 various grounds, including associational standing, arguing that the participation of individual 11 members was required for the accounting claim and the breach of contract claim. See Dkt. No. 18-1. 12 On September 17, 2025, the Court issued an Order granting Safeguard’s Motion to Dismiss the First 13 Amended Complaint with leave to amend. See Dkt. No. 26 (“Order”). The Court found that USDA 14 did not have associational standing because “Safeguard does need to know the identity of specific 15 individual USDA members in order to defend” against the accounting and breach of contract claims. 16 See id. at 13-14. On November 14, 2025, USDA filed a Second Amended Complaint, eliminating the 17 accounting and breach of contract claims, and only bringing the three claims for declaratory relief 18 described above. See 2AC. 19 On December 5, 2025, Safeguard filed this Motion and Request for Judicial Notice. See 20 Motion; Safeguard RJN. On December 11, 2025, the parties filed a stipulation to grant a briefing 21 schedule for this Motion. Dkt. No. 33. On December 23, 2025, the parties filed a stipulation to 22 withdraw Safeguard’s Motion to Compel Arbitration. Dkt. No. 34; see also Dkt. No. 31. On 23 December 23, 2025, USDA filed an Opposition to the Motion and Request for Judicial Notice. See 24 Dkt. No. 35 (“Opposition”); USDA RJN. On January 6, 2026, the Court issued an Order granting the 25 stipulation regarding the briefing schedule. Dkt. No. 37. On January 9, 2026, the Court issued an 26 27

28 2 1 Order granting the stipulation to withdraw Safeguard’s Motion to Compel Arbitration. Dkt. No. 38. 2 On January 16, 2026, Safeguard filed a Reply to the Motion. Dkt. No. 39 (“Reply”). 3 Prior to the scheduled hearing, the Court sent the parties a tentative order via email. The 4 parties then stipulated to the tentative ruling, Dkt. No. 43, and the Court took the hearing off 5 calendar. In light of this, the Court finds this matter appropriate for resolution without oral argument. 6 See Fed. R. Civ. P. 78(b); C.D. Cal. L.R. 7-15. 7 REQUESTS FOR JUDICIAL NOTICE (Dkt. Nos. 32-8, 35-1) 8 I. Applicable Law 9 A court may judicially notice facts that: “(1) [are] generally known within the trial court’s 10 territorial jurisdiction; or (2) can be accurately and readily determined from sources whose accuracy 11 cannot reasonably be questioned.” Fed. R. Evid. 201(b). Under this standard, courts may judicially 12 notice “undisputed matters of public record,” but generally may not notice “disputed facts stated in 13 public records.” Lee v. City of Los Angeles, 250 F.3d 668, 690 (9th Cir. 2001), overruled on other 14 grounds by Galbraith v. County of Santa Clara, 307 F.3d 1119, 1125-26 (9th Cir. 2002). 15 On a motion to dismiss, courts are generally prohibited from “consider[ing] any material 16 beyond the pleadings.” United States v. Corinthian Colleges, 655 F.3d 984, 998 (9th Cir. 2011) 17 (quoting Lee, 250 F.3d at 688). Courts generally only consider the complaint and other materials 18 “submitted with and attached to the Complaint.” Id. at 999. Documents not attached to the 19 complaint—including documents that might otherwise be subject to judicial notice—may only be 20 considered if: “(1) the complaint refers to the document; (2) the document is central to the plaintiff’s 21 claim; and (3) no party questions the authenticity of the document.” Id. (citing Marder v. Lopez, 450 22 F.3d 445, 448 (9th Cir. 2006)). “Submitting documents not mentioned in the complaint to create a 23 defense is nothing more than another way of disputing the factual allegations in the complaint … 24 The incorporation-by-reference doctrine is “not a tool [] to short-circuit the resolution of a well- 25 pleaded claim.” Khoja v. Orexigen Therapeutics, Inc., 899 F.3d 988, 1003 (9th Cir. 2018). 26 / / / 27 / / / 28 / / / 1 II. Discussion 2 A. Safeguard’s Request for Judicial Notice is granted. 3 In support of its Motion, Safeguard requests the Court judicially notice fifteen (15) 4 documents. Safeguard RJN. USDA does not oppose Safeguard’s request for judicial notice. See 5 generally Opposition. The documents are listed below (with descriptions based on Safeguard’s 6 descriptions of the documents): 7 a. A distribution agreement entered into by Systems and a distributor related to 8 territories in Florida, which requires that disputes between the distributor and 9 Sales be submitted to arbitration before the American Arbitration Association. 10 (Ex. A, Minor); 11 b. A distribution agreement entered into by Systems and a distributor related to 12 territories in Canada, which requires that disputes between the distributor and 13 Sales be submitted to arbitration before the Toronto Metropolitan Courts within 14 the province of Ontario, Canada (Ex. B, Barrie); 15 c. A distribution agreement entered into by Systems and a distributor related to 16 territories in New Jersey, which requires that disputes between the distributor and 17 Sales be submitted to arbitration before the American Arbitration Association 18 (Ex. C, Rath); 19 d. A distribution agreement entered into by Systems and a distributor related to 20 territories in Georgia and South Carolina, which requires that disputes between 21 the distributor and Sales be submitted to arbitration before the American 22 Arbitration Association (Ex. D, Benton); 23 e. A distribution agreement entered into by Systems and a distributor related to 24 territories in New Jersey and New York, which requires that disputes between the 25 distributor and Sales be submitted to arbitration before the American Arbitration 26 Association (Ex. E, Zaccareo); 27 f. A distribution agreement entered into between Systems and a distributor related to 28 territories in Arizona, which requires that disputes between the distributor and 1 Sales arising out of the agreement be submitted to mediation prior to any party 2 bringing a claim in a court of law (Ex. F, Korn); 3 g. A distribution agreement entered into between Systems and a distributor related to 4 territories in Georgia and South Carolina, which requires that disputes between 5 the distributor and Sales arising out of the agreement be submitted to mediation 6 prior to any party bringing a claim in a court of law (Ex. G, Norris); 7 h. A distribution agreement entered into between Systems and a distributor related to 8 territories in Kentucky, Indiana, and Tennessee, which requires that disputes 9 between the distributor and Sales arising out of the agreement be submitted to 10 mediation prior to any party bringing a claim in a court of law (Ex. H, Nahm); 11 i. A distribution agreement entered into between Systems and a distributor related to 12 territories in Ohio, Indiana, and Michigan, which requires that disputes between 13 the distributor and Sales arising out of the agreement be submitted to mediation 14 prior to any party bringing a claim in a court of law (Ex. I, Chris Meyers); 15 j. A distribution agreement entered into between Systems and a distributor related to 16 territories in Ohio, Kentucky, Pennsylvania, and Indiana, which requires that 17 disputes between the distributor and Sales arising out of the agreement be 18 submitted to mediation prior to any party bringing a claim in a court of law (Ex. J, 19 Tommy Myers); 20 k. A distribution agreement entered into by Systems and a distributor related to 21 territories in Canada, which is governed by the laws of the Canadian province of 22 Ontario (Ex. K, Krueger); 23 l. A distribution agreement entered into by Systems and a distributor related to 24 territories in the provinces of Ontario and Quebec Canada, which is governed by 25 the laws of the Canadian province of Ontario (Ex. L, Probst); 26 m. A distribution agreement entered into by Systems and a distributor related to 27 territories in the provinces of Ontario and Quebec Canada, which is governed by 28 the laws of the Canadian province of Ontario (Ex. M, Richie); 1 n. A distribution agreement entered into by Systems and a distributor related to 2 territories in Canada, which is governed by the laws of the Canadian province of 3 Ontario (Ex. N, McLaurin); 4 o. A distribution agreement entered into by Systems and a distributor related to 5 territories in Canada, which is governed by the laws of the Canadian province of 6 Ontario (Ex. O, Brezinski). 7 See generally Safeguard RJN. Safeguard’s documents for judicial notice are various Safeguard 8 distribution agreements from various years and regions. They are referred to in the Second Amended 9 Complaint, because the Second Amended Complaint refers to distribution agreements entered into 10 between USDA members and Safeguard. See 2AC ¶¶ 30, 35-36, 38-42, 45-49, 56. Safeguard’s 11 documents for judicial notice are thus incorporated by reference, so the Court will GRANT judicial 12 notice of them all. 13 B. USDA’s Request for Judicial Notice is granted. 14 USDA requests the Court judicially notice seven (7) documents. USDA RJN. Safeguard does 15 not oppose USDA’s requests for judicial notice. See generally Reply. The documents are listed 16 below (with descriptions based on USDA’s descriptions of the documents): 17 a. Exhibit 1: Distribution Agreement dated May 31, 2011, entered between by 18 Defendant Safeguard Franchise Systems, Inc. and USDA member Tracy Lynn 19 Barrett d/b/a Safeguard Rapid Printing Center; 20 b. Exhibit 2: Distribution Agreement dated September 28, 2018, entered between by 21 Defendant Safeguard Franchise Sales, Inc. and USDA member Sergio Gastelum; 22 c. Exhibit 3: Distribution Agreement dated January 31, 2019, entered between 23 Defendant Safeguard Franchise Sales, Inc. and The Beavers Group, Inc, owned 24 and operated by USDA member, Jennifer Johnson; 25 d. Exhibit 4: Distribution Agreement dated October 3, 1994, by and between 26 Safeguard Franchise Systems, Inc. and USDA member Jeffrey Reuther; 27 e. Exhibit 5: Distribution Agreement dated April 12, 1995, entered between 28 Defendant Safeguard Business System, Inc. and Steven Ventura; 1 f. Exhibit 6: Safeguard Business Systems, Inc.’s Statement of Information, filed 2 with the State of California, Office of the Secretary of Stated on March 3, 2025; 3 g. Exhibit 7: Safeguard Franchise Sales, Inc.’s Franchise Disclosure Document 4 (“FDD”), issued on March 31, 2025. 5 See generally USDA RJN. For the same reason as mentioned above with Safeguard’s documents, 6 USDA’s Exhibits 1-5 are incorporated by reference into the Second Amended Complaint. See 2AC 7 ¶¶ 30, 35-36, 38-42, 45-49, 56. And USDA’s Exhibits 6 and 7 are public records. See USDA RJN at 8 3. Thus, USDA’s request for judicial notice is GRANTED. 9 MOTION TO DISMISS (Dkt. No. 32-1) 10 I. Applicable Law 11 A. 12(b)(1) Motion to Dismiss 12 Federal Rule of Civil Procedure 12(b)(1) authorizes a party to seek dismissal of an action for 13 lack of subject-matter jurisdiction. “Because standing and ripeness pertain to federal courts’ subject 14 matter jurisdiction, they are properly raised in a Rule 12(b)(1) motion to dismiss.” Chandler v. State 15 Farm Mut. Auto. Ins. Co., 598 F.3d 1115, 1122 (9th Cir. 2010). In the context of a 12(b)(1) motion, 16 the plaintiff bears the burden of establishing Article III standing to assert the claims. Id. 17 Rule 12(b)(1) jurisdictional challenges can be either facial or factual. Safe Air for Everyone v. 18 Meyer, 373 F.3d 1035, 1039 (9th Cir. 2004). When a motion to dismiss attacks subject-matter 19 jurisdiction on the face of the complaint, the court assumes the factual allegations in the complaint 20 are true and draws all reasonable inferences in the plaintiff’s favor. Doe v. Holy See, 557 F.3d 1066, 21 1073 (9th Cir. 2009). Moreover, the standards set forth in Bell Atlantic Corp. v. Twombly, 550 U.S. 22 544 (2007), and Ashcroft v. Iqbal, 556 U.S. 662 (2009), apply with equal force to Article III standing 23 when it is being challenged on the face of the complaint. See Terenkian v. Republic of Iraq, 694 F.3d 24 1122, 1131 (9th Cir. 2012) (applying Iqbal). Thus, in terms of Article III standing, the complaint 25 must allege “sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on 26 its face.’” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). 27 The Declaratory Judgment Act states, “[i]n a case of actual controversy within its jurisdiction 28 . . . any court of the United States . . . may declare the rights and other legal relations of any 1 interested party seeking such declaration.” 28 U.S.C. § 2201(a). District courts must first inquire 2 whether there is an actual case or controversy within its jurisdiction. American States Ins. Co. v. 3 Kearns, 15 F.3d 142, 143 (9th Cir. 1994). “‘Basically, the question in each case is whether the facts 4 alleged, under all the circumstances, show that there is a substantial controversy, between parties 5 having adverse legal interests, of sufficient immediacy and reality to warrant the issuance of a 6 declaratory judgment.’” MedImmune, Inc. v. Genentech, Inc., 549 U.S. 118, 127 (2007) (quoting Md. 7 Casualty Co. v. Pac. Coal & Oil Co., 312 U.S. 270, 273 (1941)). 8 If a case is not ripe for review, then there is no case or controversy, and the court lacks 9 subject-matter jurisdiction. Id. The ripeness doctrine “is intended ‘to prevent the courts, through 10 avoidance of premature adjudication, from entangling themselves in abstract disagreements over 11 administrative policies, and also to protect the agencies from judicial interference until an 12 administrative decision has been formalized and its effects felt in a concrete way by the challenging 13 parties.’” Trs. for Alaska v. Hodel, 806 F.2d 1378, 1381 (9th Cir. 1986) (quoting Abbott Lab’ys v. 14 Gardner, 387 U.S. 136, 148 (1967), abrogated on other grounds by Califano v. Sanders, 430 U.S. 15 99, 97 (1977)). The actual case or controversy requirement is “‘not relaxed in the declaratory 16 judgment context,’” and a “party seeking declaratory relief must demonstrate the three elements that 17 comprise the ‘irreducible constitutional minimum of standing.’” San Diego Cnty. Union v. Citizens 18 Equity First Credit Union, 65 F.4th 1012, 1022-23 (9th Cir. 2023) (first quoting Gator.com Corp. v. 19 L.L. Bean, Inc., 398 F.3d 1125, 1129 (9th Cir. 2005) (en banc); and then quoting Lujan v. Defs. of 20 Wildlife, 504 U.S. 555, 560 (1992)). 21 B. 12(b)(6) Motion to Dismiss 22 Federal Rule of Civil Procedure 12(b)(6) allows a party to seek to dismiss a complaint for 23 “failure to state a claim upon which relief can be granted.” “To survive a motion to dismiss, a 24 complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is 25 plausible on its face.’” Ashcroft, 556 U.S. at 678 (2009) (quoting Twombly, 550 U.S. at 570). “A 26 claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the 27 reasonable inference that the defendant is liable for the misconduct alleged.” Id.Labels, conclusions, 28 1 and “formulaic recitation of a cause of action’s elements” are insufficient.Twombly, 550 U.S. at 2 545. 3 The determination of whether a complaint satisfies the plausibility standard is a “context- 4 specific task that requires the reviewing court to draw on its judicial experience and common sense.” 5 Iqbal, 556 U.S. at 679. Generally, a court must accept the factual allegations in the pleadings as true 6 and view them in the light most favorable to the plaintiff. Soo Park v. Thompson, 851 F.3d 910, 918 7 (9th Cir. 2017); Lee, 250 F.3d at 679.But a court is “not bound to accept as true a legal conclusion 8 couched as a factual allegation.” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 555). 9 As a general rule, leave to amend a dismissed complaint should be freely granted unless it is 10 clear the complaint could not be saved by any amendment.Fed. R. Civ. P. 15(a); Manzarek v. St. 11 Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 (9th Cir. 2008). 12 II. Discussion 13 Safeguard brings its Motion to Dismiss pursuant to Federal Rules of Civil Procedure 12(b)(1) 14 and 12(b)(6). Safeguard moves to dismiss for lack of subject matter jurisdiction arguing that USDA 15 does not have associational standing and USDA’s claims for declaratory relief are not ripe. See 16 Motion at 10-11, 17-19; Reply at 6-15. For the reasons stated below, the Court GRANTS the 17 Motion.

18 A. Some of USDA’s claims and relief sought require the participation of individual 19 members, so USDA does not have associational standing. 20 “An association has standing to bring suit on behalf of its members when: (a) its members 21 would otherwise have standing to sue in their own right; (b) the interests it seeks to protect are 22 germane to the organization’s purpose; and (c) neither the claim asserted nor the relief requested 23 requires the participation of individual members in the lawsuit.” Hunt v. Washington State Apple 24 Advert. Comm’n, 432 U.S. 333, 343 (1977). 25 The determination of the third prong—whether the claim asserted or the relief requested 26 requires the participation of individual members—is hotly contested in this case. In Hunt, the 27 Supreme Court found that the third prong was satisfied because none of the claims at issue required 28 “individualized proof,” and therefore the declaratory and injunctive relief claims were “properly 1 resolved in a group context.” Id. at 344. And in Int’l Union, United Auto., Aerospace & Agr. 2 Implement Workers of Am. v. Brock, 477 U.S. 274, 287 (1986), the Supreme Court held that the 3 petitioners’ claims did not require the district court “to consider the individual circumstances of any 4 aggrieved UAW member,” because the suit raised “a pure question of law”—whether the agency 5 had properly interpreted certain statutory provisions regarding eligibility for a trade benefit. 477 U.S. 6 at 287. And the relief requested—federally funded benefits for laid off workers—also did not require 7 individualized proof, because after determining the question of law regarding eligibility, it was left 8 to the state authorities to determine eligibility of the individual claimants. See id. at 277, 288. Thus, 9 although state authorities would need to consider the individualized circumstances of each member’s 10 claim to determine the benefits, no participation of the individual members was needed in the federal 11 court litigation. Id. at 288. “‘[T]he remedy, if granted, [would] inure to the benefit of those members 12 of the association actually injured.’” Id. (quoting Warth v. Seldin, 422 U.S. 490, 515 (1975)). 13 Accordingly, the third prong of associational standing was satisfied. Id. 14 Safeguard contends that the third prong is not satisfied because USDA’s claims asserted and 15 relief sought require the participation of individual members. See Motion at 10-11, 15-16; Reply at 16 6-13. The Court finds because the claims and relief do require the participation of individual 17 members, USDA does not have associational standing. 18 In its prior Order, the Court found that “Safeguard does need to know the identity of specific 19 individual USDA members in order to defend, at the very least, against two of the four operative 20 claims in the 1AC.” Order at 13. Particularly, USDA’s accounting claim was “specific to each 21 member, and [could not] be done on a USDA-wide basis,” and USDA’s breach of contract claim 22 would have required USDA to “establish the terms of each individual agreement—even if it seeks to 23 show that all Distributor Agreements had the same billing and collection terms.” Id. 24 Even though USDA’s claims are now different, pleading defects remain concerning the third 25 prong of associational standing. First, the participation of individual members is required to resolve 26 the parties’ disputes regarding forum selection—specifically “individualized proof.” Hunt, 432 U.S. 27 at 344. This Court will be required to consider “the individual circumstances of any aggrieved . . . 28 member.” Brock, 477 U.S. at 287. USDA does not dispute the existence of valid forum selection 1 clauses and contends that the proper vehicle to enforce them is through a motion to transfer under 28 2 U.S.C. § 1404(a) and not through dismissal. See Opposition at 5-6; see also 28 U.S.C. § 1404(a).3 3 But to determine if and how each forum selection clause shall be enforced under Section 1404(a), 4 this Court must make “an ‘individualized, case-by-case consideration of convenience and fairness,’” 5 and “weigh in the balance a number of case-specific factors.” Stewart Org., Inc. v. Ricoh Corp., 487 6 U.S. 22, 29 (1988) (quoting Van Dusen v. Barrack, 376 U.S. 612, 622 (1964)). This individualized 7 analysis defeats the third prong of associational standing. 8 USDA argues that this Court must go through a “multi-step framework” when analyzing 9 conflicting forum selection clauses arising from separate contracts or when analyzing situations 10 where only some parties are subject to a forum selection clause. See Opposition at 7-13 (citing In re 11 Rolls Royce Corp., 775 F.3d 671 (5th Cir. 2014); In re: Howmedica Osteonics Corp., 867 F.3d 390 12 (3d Cir. 2017)). But this inquiry still requires an individualized, “fact-sensitive analysis” into the 13 private and public factors for each party. See In re Rolls Royce Corp., 775 F.3d at 678, 681; see also 14 In re: Howmedica Osteonics Corp., 867 F.3d at 402-04 (adopting the framework in In re Rolls 15 Royce Corp.); Opposition at 9-10 (noting that there are multiple designated forums in the 16 Distribution Agreements). 17 Second, the participation of individual members—individualized proof and an inquiry into 18 the individual circumstances of each member—is required to resolve the parties’ disputes regarding 19 choice of law. See Hunt, 432 U.S. at 344; Brock, 477 U.S. at 287-88. USDA does not dispute the 20 existence of valid various choice of law provisions. See Opposition at 19; Reply at 12. Rather, 21 USDA contends that “[e]ven if there is a material difference in the applicable law . . . the legal 22 analysis can be broken up by the different choice-of-law provisions.” Opposition at 19. But this is 23 24 25 3 Whether or not this issue is properly raised in a 12(b)(6) motion to warrant dismissal, see Opposition at 6 (citing Gemini Tech., Inc. v. Smith & Wesson Corp., 931 F.3d 911, 915-16 (9th Cir. 2019); Yei A. Sun v. 26 Advanced China Healthcare, Inc., 901 F.3d 1081, 1088 (9th Cir. 2018)), it is undisputed that “Section 1404(a) . . . provides a mechanism for enforcement of forum-selection clauses” through a motion to transfer. 27 Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 59-60 (2013); see also Opposition at 5-6; Reply at 8. Thus, this Court must follow the rules for a Section 1404(a) motion to transfer, which as 28 1 | asking the Court to engage in an individualized, member-by-member analysis, demonstrating that 2 | the third prong of associational standing is not met. See Hunt, 432 U.S. at 343. 3 Because USDA does not have associational standing, the Court need not reach the question 4 | of whether the individual causes of action for declaratory relief are adequately pleaded. 5 B. The Court will grant leave to amend. 6 Safeguard contends that the 2AC should be dismissed with prejudice. See Motion at 20-21. 7 | Safeguard contends that amendment would be futile because it does not make sense to grant “[l]eave 8 || to amend to carve out certain members from this lawsuit—while simultaneously pursuing claims in 9 || the name of the association.” See Reply at 7-8. USDA contends that this Court should grant leave to 10 | amend. See Opposition at 4 (citing Manzarek, 519 F.3d at 1031). Although the Court finds that 11 || USDA cannot currently pursue claims on behalf of all USDA members, Safeguard has not presented 12 || this Court with any authority suggesting that USDA could not pursue relief on behalf of a subset of 13 || its members or identify a cause of action that does not rely on individual proof or consideration of 14 | the individual circumstances of its members. See Reply at 15-16. Therefore, the Court will grant 15 || leave to amend. See Fed. R. Civ. P. 15(a); Manzarek, 519 F.3d at 1031. 16 II. Conclusion 17 For the foregoing reasons, the Court hereby ORDERS as follows: 18 1. Safeguard’s Motion to Dismiss (Dkt. No. 32-1) is GRANTED WITH LEAVE TO AMEND. 19 2. Safeguard’s Request for Judicial Notice (Dkt. No. 32-8) is GRANTED. 20 3. USDA’s Request for Judicial Notice (Dkt. No. 35-1) is GRANTED. 21 4. The parties’ stipulation at Dkt. No. 43 is GRANTED. Pursuant to that stipulation, USDA 22 shall file a third amended complaint on or before April 3, 2026. 23 24 IT IS SO ORDERED. af 25 Dated: March 4, 2026 26 MAAME EWUSI-MENSAH FRIMPONG 27 United States District Judge 28