This case was last updated from Los Angeles County Superior Courts on 10/01/2020 at 01:48:24 (UTC).

URBAN FRANCHISEE HOLDINGS, LLC VS VENTURE PROJECTS, INC.

Case Summary

On 05/26/2020 URBAN FRANCHISEE HOLDINGS, LLC filed a Contract - Other Contract lawsuit against VENTURE PROJECTS, INC. This case was filed in Los Angeles County Superior Courts, Spring Street Courthouse located in Los Angeles, California. The Judge overseeing this case is JAMES E. BLANCARTE. The case status is Disposed - Dismissed.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    *******4446

  • Filing Date:

    05/26/2020

  • Case Status:

    Disposed - Dismissed

  • Case Type:

    Contract - Other Contract

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Spring Street Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Judge

JAMES E. BLANCARTE

 

Party Details

Plaintiff

URBAN FRANCHISEE HOLDINGS LLC

Defendant

VENTURE PROJECTS INC. DBA CONCEPT SERVICES

Attorney/Law Firm Details

Plaintiff Attorney

ISAACS BARAK

Defendant Attorney

HILTON LAWRENCE

 

Court Documents

Minute Order - Minute Order (Hearing on Motion to Dismiss for Improper Venue)

9/29/2020: Minute Order - Minute Order (Hearing on Motion to Dismiss for Improper Venue)

Notice of Ruling - Notice of Ruling

9/29/2020: Notice of Ruling - Notice of Ruling

Opposition (name extension) - Opposition to Motion to Dismiss

9/16/2020: Opposition (name extension) - Opposition to Motion to Dismiss

Reply (name extension) - Reply in support of Motion to Dismiss for Improper Venue

9/22/2020: Reply (name extension) - Reply in support of Motion to Dismiss for Improper Venue

Motion to Dismiss - Motion to Dismiss

7/2/2020: Motion to Dismiss - Motion to Dismiss

Certificate of Mailing for - Certificate of Mailing for (Court Order Re: Motion to Dismiss) of 07/09/2020

7/9/2020: Certificate of Mailing for - Certificate of Mailing for (Court Order Re: Motion to Dismiss) of 07/09/2020

Minute Order - Minute Order (Court Order Re: Motion to Dismiss)

7/9/2020: Minute Order - Minute Order (Court Order Re: Motion to Dismiss)

Proof of Service (not Summons and Complaint) - Proof of Service (not Summons and Complaint)

7/20/2020: Proof of Service (not Summons and Complaint) - Proof of Service (not Summons and Complaint)

Summons - Summons on Complaint

5/26/2020: Summons - Summons on Complaint

Civil Case Cover Sheet - Civil Case Cover Sheet

5/26/2020: Civil Case Cover Sheet - Civil Case Cover Sheet

Complaint - Complaint

5/26/2020: Complaint - Complaint

First Amended Standing Order - First Amended Standing Order

5/26/2020: First Amended Standing Order - First Amended Standing Order

Notice of Case Assignment - Limited Civil Case - Notice of Case Assignment - Limited Civil Case

5/26/2020: Notice of Case Assignment - Limited Civil Case - Notice of Case Assignment - Limited Civil Case

1 More Documents Available

 

Docket Entries

  • 09/29/2020
  • DocketUpdated -- Motion to Dismiss: Filed By: Venture Projects, Inc. (Defendant); Result: Granted; Result Date: 09/29/2020

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  • 09/29/2020
  • DocketNotice of Ruling; Filed by: Venture Projects, Inc. (Defendant)

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  • 09/29/2020
  • DocketOn the Complaint filed by Urban Franchisee Holdings, LLC on 05/26/2020, entered Order for Dismissal with prejudice as to the entire action

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  • 09/29/2020
  • DocketMinute Order (Hearing on Motion to Dismiss for Improper Venue)

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  • 09/29/2020
  • DocketHearing on Motion to Dismiss for Improper Venue scheduled for 09/29/2020 at 10:00 AM in Spring Street Courthouse at Department 25 updated: Result Date to 09/29/2020; Result Type to Held - Motion Granted

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  • 09/29/2020
  • DocketNon-Jury Trial scheduled for 11/23/2021 at 08:30 AM in Spring Street Courthouse at Department 25 Not Held - Vacated by Court on 09/29/2020

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  • 09/29/2020
  • DocketOrder to Show Cause Re: Failure to File Proof of Service scheduled for 05/30/2023 at 08:30 AM in Spring Street Courthouse at Department 25 Not Held - Vacated by Court on 09/29/2020

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  • 09/22/2020
  • DocketReply in support of Motion to Dismiss for Improper Venue; Filed by: Venture Projects, Inc. (Defendant)

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  • 09/16/2020
  • DocketOpposition to Motion to Dismiss; Filed by: Urban Franchisee Holdings, LLC (Plaintiff)

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  • 07/20/2020
  • DocketProof of Service (not Summons and Complaint); Filed by: Venture Projects, Inc. (Defendant); As to: Urban Franchisee Holdings, LLC (Plaintiff)

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2 More Docket Entries
  • 07/09/2020
  • DocketCertificate of Mailing for (Court Order Re: Motion to Dismiss) of 07/09/2020; Filed by: Clerk

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  • 07/02/2020
  • DocketMotion to Dismiss; Filed by: Venture Projects, Inc. (Defendant)

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  • 05/26/2020
  • DocketOrder to Show Cause Re: Failure to File Proof of Service scheduled for 05/30/2023 at 08:30 AM in Spring Street Courthouse at Department 25

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  • 05/26/2020
  • DocketNon-Jury Trial scheduled for 11/23/2021 at 08:30 AM in Spring Street Courthouse at Department 25

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  • 05/26/2020
  • DocketFirst Amended Standing Order; Filed by: Clerk

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  • 05/26/2020
  • DocketNotice of Case Assignment - Limited Civil Case; Filed by: Clerk

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  • 05/26/2020
  • DocketSummons on Complaint; Issued and Filed by: Urban Franchisee Holdings, LLC (Plaintiff); As to: Venture Projects, Inc. (Defendant)

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  • 05/26/2020
  • DocketCivil Case Cover Sheet; Filed by: Urban Franchisee Holdings, LLC (Plaintiff); As to: Venture Projects, Inc. (Defendant)

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  • 05/26/2020
  • DocketComplaint; Filed by: Urban Franchisee Holdings, LLC (Plaintiff); As to: Venture Projects, Inc. (Defendant)

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  • 05/26/2020
  • DocketCase assigned to Hon. James E. Blancarte in Department 25 Spring Street Courthouse

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Tentative Rulings

Case Number: 20STLC04446    Hearing Date: September 29, 2020    Dept: 25

HEARING DATE: Tue., September 29, 2020 JUDGE /DEPT: Blancarte/25

CASE NAME: Urban Franchisee Holdings, LLC v. Venture Projects, Inc.

CASE NUMBER: 20STLC04446 COMPL. FILED: 05-26-20

NOTICE: OK DISC. C/O: 10-24-21

DISC. MOT. C/O: 11-08-21

TRIAL DATE: 11-23-21

PROCEEDINGS: MOTION TO DISMISS FOR IMPROPER VENUE

MOVING PARTY: Defendant Venture Projects, Inc. dba Concept Services

RESP. PARTY: Plaintiff Urban Franchisee Holdings, LL

MOTION TO DISMISS

(CCP § 410.30)

TENTATIVE RULING:

Defendant Venture Projects, Inc.’s Motion to Dismiss is GRANTED.

SERVICE:

[X] Proof of Service Timely Filed (CRC, rule 3.1300) OK

[X] Correct Address (CCP §§ 1013, 1013a) OK

[X] 16/21 Court Days Lapsed (CCP §§ 12c, 1005(b)) OK

OPPOSITION: Filed on September 16, 2020 [ ] Late [ ] None

REPLY: Filed on September 22, 2020 [ ] Late [ ] None

ANALYSIS:

  1. Background

On May 26, 2020, Plaintiff Urban Franchisee Holdings, LLC (“Plaintiff”) filed this action for breach of contract and general negligence against Defendant Venture Projects, Inc. dba Concept Services (“Defendant”).

On July 2, 2020, Defendant filed the instant Motion to Dismiss for Improper Venue (the “Motion”). Plaintiff filed an Opposition on September 16, 2020, and Defendant filed a Reply on September 22, 2020.

  1. Legal Standard & Discussion

This action arises from the parties’ agreement for Defendant to provide and deliver to Plaintiff certain equipment entered into on January 29, 2020 (the “Agreement”). (Compl., Exh. A.) Defendant moves to dismiss this action on the basis that the Agreement contains a mandatory forum selection clause designating Travis County, Texas as the mandatory venue for this action. (Mot., p. 2:1-4.)

The Agreement provides, in pertinent part: “Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas…Disputes and claims between buy [sic] and seller shall be settled in Travis County, Texas.” (Compl., Exh. A, Attach. D.) (Emphasis added.)

Code of Civil Procedure section 410.30 states, in pertinent part:

“When a court upon motion of a party or its own motion finds that in the interest of substantial justice, an action should be heard in a forum outside this state, the court shall stay or dismiss the action in whole or in part on any conditions that may be just.”

“Although California has a policy of favoring access to its courts by its resident plaintiffs, our Supreme Court has concluded that policy is satisfied where a plaintiff freely and voluntarily negotiates his or her right to a California forum. [Citations.]” (CQL Original Products, Inc. v. National Hockey League Players’ Assn. (1995) 39 Cal.App.4th 1347, 1353.)

A. Ambiguity

There is no dispute that language indicating an action “shall” be litigated in a certain forum constitutes a mandatory forum selection clause. (See Korman v. Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 215-16; Vak v. Net Matrix Solutions, Inc., 442 S.W.3d 553, 560 (Tx.App.2014).) Indeed, the parties do not dispute the Agreement contains the word “shall.”

Plaintiff, however, argues the purported forum selection clause is ambiguous because it does not contain any specific language that states an action must be “venued, filed and/or litigated” in Texas. (Oppo., p. 3:2-5.) Plaintiff argues using the word “settled” instead of “litigated” or a similar term gives rise to different, reasonable interpretations. (Oppo., p. 3:8-12.) One such interpretation, Plaintiff argues, is that the parties will be required only to attend a settlement conference in Texas. (Id.) Relying on nonbinding, Tennessee case law, Plaintiff argues that by failing to further elaborate or include words such as “jurisdiction,” “litigated,” or “venued,” the purported forum selection clause is “hopelessly vague, ambiguous and ultimately unenforceable,” and therefore Defendant has subjected itself to jurisdiction in California. (Id.)

As noted above, the parties’ Agreement is governed and must be interpreted in accordance with Texas law. (Compl., Exh. A, Attach. D.) Relying on Kevlin Services v. Lexington State Bank, 46 F.3d 13 (5th Cir. 1995), Defendant notes the court interpreted a provision similar to the one at issue. (Mot., pp. 5:21-6:10.) In Kevlin Services, a Texas corporation and a North Carolina baking institution entered into a contract that contained the following clause: “This contract shall be interpreted and construed in accordance with the laws of Texas. The legal venue for this contract and any disputes arising from it shall be settled in Dallas, Texas.” (Id. at p. 14.) The Court held that the language designating the forum was not ambiguous and that “the only reasonable interpretation [was] that the laws of the State of Texas applie[d] and that the proper venue [was] in Dallas County, Texas.” (Id. at p. 15.)

The language used in the parties Agreement here is similar to that used in Kelvin Services, and thus the Court finds that the language is not ambiguous. In any event, reading the word “settled” in isolation, as Plaintiff proposes, would result in an unreasonable interpretation. Specifically, Plaintiff’s interpretation would require, for example, that only a settlement conference take place in Texas, even if the action was pending in a California Court. A more reasonable interpretation of the contract, taken as a whole, is that the Agreement intended to provide that disputes arising from the Agreement be litigated in Texas.

As noted above, the forum selection clause provides that “[d]isputes and claims between buy [sic] and seller shall be settled in Travis County, Texas.” (Compl., Exh. A, Attach. D.) (Emphasis added.) Plaintiff argues that the Agreement’s use of the word “buy” rather than “buyer” creates a fatal ambiguity because it is unclear to whom “buy” refers to. (Oppo., p. 4:1-12.) However, as pointed out by Defendant, under Texas law, a “typographical mistake must yield to the well-established doctrine that written contracts will be construed according to the intention of the parties, notwithstanding errors and omissions, by perusing the entire document, and to this end, words, names, and phrases obviously intended will be supplied.” (City of Galveston v. Galveston Mun. Police Ass’n., 57 S.W.3d 532, 539.) (Italics in original.) Here, the word “buy” appears to be a typographical error and likely should have been “buyer.” The Agreement refers to Plaintiff interchangeably as “buyer,” “purchaser,” or “owner.” Plaintiff’s argument that “buyer” is so different from the word “purchaser” that it renders the forum selection clause unenforceable is not persuasive. Plaintiff has also not cited any binding authority to support this argument.

Thus, the Court finds the Agreement contains an unambiguous mandatory forum selection clause.

B. Unenforceability of Selection Clause

 

“‘When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. [Citation.]’” (Korman v. Princess Cruise Lines, Ltd., supra, 32 Cal.App.5th at p. 216.) “In the context of forum selection clauses, enforcement is considered unreasonable where ‘the forum selected would be unavailable or unable to accomplish substantial justice’ or ‘there is no rational basis for the selected forum.’ [Citation.] [Citation.] ‘ “Mere inconvenience or additional expense is not the test of unreasonableness” of a mandatory forum selection clause. [Citation.]’ [Citation.] A clause is reasonable if it has a logical connection with at least one of the parties or their transaction. [Citation.]” (Id.) A forum-selection clause is presumed valid, and the party opposing its enforcement “bears the ‘substantial burden’ of proving why it should not be enforced.” (Global Packing, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623, 1633.)

Plaintiff argues the forum selection clause is unreasonable because Plaintiff is domiciled in California, because it has no ties to Texas, because performance of the contract took place in California, and because the damage occurred in California. (Oppo., p. 6:9-15.) It further argues that “Defendant has failed to submit any evidence that it would be inconvenienced by having this case tried in California.” (Id.) However, as noted above, Plaintiff, as the party seeking to defeat the forum selection clause, bears the burden to demonstrate the clause should not be enforced. (Global Packing, Inc. v. Superior Court (2011) 196 Cal.App.4th 1623, 1633.) By signing a contract that contained a forum selection clause, Plaintiff bargained away its right to a California forum. To the extent Plaintiff argues it was unaware the forum selection clause was included, the Court notes that forum selection clauses are enforceable even though the party seeking to defeat the clause did not actually read the contract. (Hunt v. Superior Court (2000) 81 Cal.App.4th 901, 908.) Further, Plaintiff has not demonstrated that enforcing the forum selection clause would not accomplish substantial justice or that there is no rational basis for the forum. Defendant appears to be located in Texas (See Compl., Exh. A, Wire & ACH Instructions), and thus a logical connection exists for electing Texas as the forum for this action. (See Korman v. Princess Cruise Lines, Ltd., supra, 32 Cal.App.5th at p. 216)

  1. Conclusion & Order

For the foregoing reasons, Defendant Venture Projects, Inc.’s Motion to Dismiss is GRANTED.

Moving party is ordered to give notice.