Case Number: BC603616??? Hearing Date: April 25, 2016??? Dept: 56
Case Name: LVA, LLC, et al. v. Minikes, et al.
Case No.: BC603616
Matter: Adobe Villas Motion to Quash Service
Tentative Ruling: Motion to quash is granted.
Plaintiffs LVA LLC and Moussa Kashani filed this action against Defendants Morton Minikes and Adobe Villas LLC, asserting claims concerning the foreclosure of real property in Las Vegas, Nevada. Adobe Villas moves to quash service, challenging personal jurisdiction pursuant to CCP ?418.10(a)(1).
Adobe Villas objects to the Kashani declaration: 2 is sustained (hearsay & lack of foundation); 3 is sustained (hearsay & lack of foundation); 4 is sustained (lack of foundation); 5 is sustained (argument); 6 is sustained (argument).
?When a nonresident defendant challenges personal jurisdiction the burden shifts to the plaintiff to demonstrate by a preponderance of the evidence that all necessary jurisdictional criteria are met. This burden must be met by competent evidence in affidavits and authenticated documentary evidence.? Ziller Electronics v. Superior Ct. (1988) 206 Cal.App.3d 1222, 1232-33. Once facts showing minimum contacts with the forum state are established, ?it becomes the defendant?s burden to demonstrate that the exercise of jurisdiction would be unreasonable.? Vons v. Seabest Foods (1996) 14 Cal.4th 434, 449.
California may exercise personal jurisdiction over a nonresident defendant if the defendant has such minimum contacts with the state that the assertion of jurisdiction does not violate traditional notions of fair play and substantial justice. E.g. Snowney v. Harrah?s (2005) 35 Cal.4th 1054, 106. Personal jurisdiction may be either general or specific. General jurisdiction exists if a nonresident?s contacts with California are ?substantial ? continuous and systematic.? Vons, supra 14 Cal.4th at 445. Specific jurisdiction exists if ?(1) the defendant has purposefully availed himself or herself of forum benefits; (2) the controversy is related to or arises out of’ [the] defendant?s contacts with the forum; and (3) the assertion of personal jurisdiction would comport with fair play and substantial justice.? Snowney, supra 35 Cal.4th at 1062; accord Vons, supra 14 Cal.4th at 446.
General Jurisdiction ?
?A court may assert general jurisdiction over foreign (sister-state or foreign-country) corporations to hear any and all claims against them when their affiliations with the State are so ?continuous and systematic? as to render them essentially at home in the forum State.? Goodyear Dunlop Tires v. Brown (2011) 564 U.S. 915, 919; accord Daimler AG v. Bauman (2014) 134 S.Ct. 746, 754.
Plaintiffs assert that general jurisdiction exists over Adobe Villas, but there is no evidence to support this. The Fergadis declaration shows that Adobe Villas is a limited liability company established in Nevada; it was formed to acquire and hold property exclusively in Nevada; its assets are located exclusively in Nevada; it owns no property in California; and it does not do business in California.
Plaintiffs have offered no evidence that Adobe Villas has had continuous and systematic contacts with California, and they have failed to establish general jurisdiction.
Specific Jurisdiction ?
Specific jurisdiction ?encompasses cases in which the suit ?arise[s] out of or relate[s] to the defendant’s contacts with the forum.?? Daimler, supra 134 S.Ct. at 748; Goodyear, supra 564 U.S. at 923-24. This ?must consist of ?an act done or transaction consummated in the forum State? or ?some [other] act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.?? Buckeye Boiler v. Superior Court (1969) 71 Cal.2d 893, 898. If such contacts are established, ?the propriety of an assumption of jurisdiction depends upon a balancing of the inconvenience to the defendant in having to defend itself in the forum state against both the interest of the plaintiff in suing locally and the interrelated interest of the state in assuming jurisdiction.? Buckeye Boiler, supra 71 Cal.2d at 899.
This case concerns property located in Las Vegas, Nevada. The complaint alleges that LVA purchased the property from Adobe Villas in April 2005, with LVA assuming liability for a promissory note in favor of GMAC; Adobe Villas acquired the note from GMAC in December 2009, and LVA made payments to Adobe Villas; LVA filed bankruptcy in California, and part of its reorganization provided for an amendment of its operating agreement in 2010 that permitted Adobe Villas to designate a non-equity voting member; LVA defaulted on the note; and in December 2012 Adobe Villas acquired the Las Vegas property through non-judicial foreclosure. Plaintiffs assert causes of action against Adobe Villas for rescission of the 2010 amendment to LVA?s operating agreement, wrongful foreclosure of the Las Vegas property, and declaratory relief concerning the operating agreement.
These allegations provide very little connection between Adobe Villas and California, and Plaintiffs have cited scant evidence in support of their motion. There is evidence that Adobe Villa?s original GMAC loan documents in 2001 listed a California address for notices under the loan; the same California address was listed in the 2005 assumption agreement with Plaintiffs; and Adobe Villas participated in LVA?s bankruptcy proceedings held in California. These are slight and attenuated contacts with California.
When an out of state corporation?s contacts with California are slight and the plaintiff?s cause of action did not arise in California, courts consider factors related to convenience, fairness, and California?s interests in the dispute. See Cornelison v. Chaney (1976) 16 Cal.3d 143, 150-151 (?in situations when, as here, justification for the exercise of jurisdiction is not obvious, the convenience of the parties is a factor to be considered in determining whether it would be fair to exercise jurisdiction over a defendant who resides in another state.?); Fisher Governor Co. v. Superior Court (1959) 53 Cal.2d 222, 225-226 (considering the interest of the state in providing a forum for its residents, the state?s interest in regulating the business involved, the relative availability of evidence and the burden of defense and prosecution in one place rather than another, the ease of access to an alternative forum, and the avoidance of multiplicity of suits and conflicting adjudications).
These factors strongly favor Adobe Villas. The property which is the subject of Plaintiffs? claims is located in Nevada; the foreclosure challenged by Plaintiffs occurred in Nevada and was conducted under Nevada law; Adobe Villa?s original GMAC loan documents identify exclusive jurisdiction and venue in Nevada, and Plaintiffs agreed to that provision in the 2005 assumption agreement with Adobe Villas; and the 2005 assumption agreement is expressly governed by Nevada law.
Plaintiffs have failed to establish specific jurisdiction or a proper basis for exercising personal jurisdiction over Adobe Villas.
The motion to quash is granted, and Adobe Villas is dismissed from the action.