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Lens.com Inc. v. Aimclear LLC

United States District Court, D. Minnesota

September 28, 2019

LENS.COM INC., Plaintiff,
v.
AIMCLEAR LLC, Defendant.

          ORDER

          Gloria M. Navarro, District Judge

         Pending before the Court is the Motion to Dismiss for Lack of Personal Jurisdiction, or in the alternative, to Transfer Venue under 28 U.S.C. § 1404(a), (ECF No. 5), filed by Defendant AimClear LLC (“Defendant”). Plaintiff Lens.com Inc. (“Plaintiff”) filed a Response, (ECF No. 7), and Defendant filed a Reply, (ECF No. 8). For the reasons discussed below, Defendant’s Motion is GRANTED in part and DENIED in part.

         I. BACKGROUND

         This case arises out of an alleged breach of contract between the parties. (Compl. ¶¶ 11– 20, Ex. B to Notice of Removal, ECF No. 1-1). Defendant is a Minnesota-based company that provides digital advertising services. (Id. ¶¶ 8–9). Plaintiff is a Nevada, e-commerce company selling optical products, contact lenses, and contact lens accessories. (Id. ¶¶ 6–7). According to Plaintiff, Defendant’s founder, Marty Weintraub, met with Plaintiff’s Chief Marketing Officer, Ian Morrison, to discuss entering into a business relationship in November 2017. (Id. ¶ 3); (Resp. 4:22–5:2, ECF No.7). In January 2018, the parties executed a services agreement (the “Agreement”), the purpose of which was “for [Defendant] to provide digital marketing services, advertising campaigns, social media management services, and public relations for [Plaintiff].” (Compl. ¶ 11). As pertinent to this case, the Agreement contains the following forum-selection clause: “Any action shall be venued in Duluth, St. Louis County, Minnesota, and shall be subject to Minnesota law.” (Agreement at 3, Ex. A to MTD, ECF No. 5-1). Plaintiff alleges Defendant breached the Agreement by performing minimal social media work, failing to attract enough visitors to Plaintiff’s website, failing to properly track traffic, and failing to perform public relations work. (Id. ¶¶ 15–19).

         Plaintiff filed its Complaint on January 2, 2019, in the Eighth Judicial District Court of Clark County, Nevada. (See Compl. at 1). In its Complaint, Plaintiff brings the following causes of action against Defendant: (1) breach of contract; (2) unjust enrichment; and (3) breach of the implied covenant of good faith and fair dealing. (Id. ¶¶ 21–47). Defendant subsequently removed based on diversity jurisdiction. (Notice of Removal (“Notice”) ¶¶ 1–8, ECF No. 1).

         On February 27, 2019, Defendant filed the instant Motion to Dismiss, (ECF No. 5), arguing lack of personal jurisdiction. (Mot. to Dismiss (“MTD”) 3:2–4:23, ECF No. 5). Alternatively, Defendant requests that the Court enforce the forum-selection clause contained in the Agreement, and transfer venue under 28 U.S.C. § 1404(a), to the U.S. District Court, District of Minnesota. (Id. 4:26–6:8).

         II. DISCUSSION

         The Court will first address the issue of personal jurisdiction, followed by Defendant’s alternative request for transfer of venue.

         A. Personal Jurisdiction

         1. Legal Standard

          Pursuant to Rule 12(b)(2) of the Federal Rules of Civil Procedure, a defendant may move to dismiss for lack of personal jurisdiction. Fed.R.Civ.P. 12(b)(2). Once a defendant raises the defense, the burden falls on the plaintiff to prove sufficient facts to establish that jurisdiction is proper. Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008).

         The Due Process Clause requires that the nonresident must have “certain minimum contacts . . . such that the maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’” Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 457, 463 (1940)). Minimum contacts can give rise to either general or specific jurisdiction. LSI Indus., Inc. v. Hubbell Lighting, Inc., 232 F.3d 1369, 1375 (Fed. Cir. 2000). General jurisdiction exists where a defendant maintains “continuous and systematic” ties with the forum state, even if those ties are unrelated to the cause of action. Id. (citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414–16 (1984)). On the other hand, specific jurisdiction exists where claims “arise out of” or “relate to” the contacts with the forum, even if those contacts are “isolated or sporadic.” Id.

         To survive a motion to dismiss for lack of personal jurisdiction, a plaintiff need only make “a prima facie showing of jurisdictional facts.” Pebble Beach Co. v. Caddy, 453 F.3d 1151, 1154 (9th Cir. 2006) (quoting Doe v. Unocal, 248 F.3d 915, 922 (9th Cir. 2001)). To make a prima facie showing, the plaintiff “need only demonstrate facts that if true would support jurisdiction.” Ballard v. Savage, 65 F.3d 1495, 1498 (9th Cir. 1995). When analyzing such a 12(b)(2) motion, “the court resolves all disputed facts in favor of the plaintiff.” Pebble Beach Co., 453 F.3d at 1154.

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