Jenhanco, Inc. v. Hertz Global Holdings, Inc. et al
Filing
49
ORDER DENYING PLAINTIFFS MOTION FOR RECONSIDERATION OF COURTS ORDER DENYING MOTION TO REMAND AND DENYING ALTERNATIVE MOTION FOR CERTIFICATION 39 by Judge Otis D. Wright, II . (lc). Modified on 1/27/2016 (lc).
1
O
2
3
4
5
United States District Court
Central District of California
6
7
8
9
Plaintiff,
10
11
Case No. 2:15-cv-04191-ODW (PJWx)
JENHANCO, INC.,
ORDER DENYING PLAINTIFF’S
v.
12
THE HERTZ CORPORATION, DOLLAR MOTION FOR
13
RENT A CAR, INC. DOLLAR THRIFTY RECONSIDERATION OF COURT’S
14
AUTOMOTIVE GROUP, INC., and
ORDER DENYING MOTION TO
15
DOES 1 through 10,
REMAND AND DENYING
16
ALTERNATIVE MOTION FOR
Defendants.
CERTIFICATION [39]
17
18
19
20
I.
INTRODUCTION
On April 23, 2015, Plaintiff Jenhanco, Inc. instituted this action in Los Angeles
21
Superior Court. After Defendants removed the case to federal court on June 4, 2015,
22
Plaintiff filed its Motion to Remand, contending that the phrase “appropriate district
23
courts” in the forum selection clause of the controlling agreement can only be
24
interpreted to include state courts. (ECF No. 16.) The Court entered its Order
25
Denying Motion to Remand (“Order”) on September 16, 2015, stating that the forum
26
selection clause is interpreted to include federal district courts. Plaintiff now moves
27
for reconsideration on the grounds that there was a manifest showing of a failure to
28
consider material facts. (ECF No. 39.) Alternatively, Plaintiff requests the Court to
1
certify its Order to allow it to proceed with an appeal. (Id.) These motions are now
2
before the court for consideration. For the reasons discussed below, the Court finds
3
the forum selection clause does not preclude litigation in federal court. Therefore, this
4
Court DENIES Plaintiff’s Motion for Reconsideration and DENIES Plaintiff’s
5
Alternative Motion for Certification.
6
II.
7
FACTUAL BACKGROUND
In a licensing agreement (“License Agreement”) between Plaintiff and Dollar
8
Rent a Car (“Dollar”), a subsidiary of Defendants,
9
percentage of its gross earnings in exchange for first right to expand its rental car
10
11
12
13
14
15
16
Plaintiff agreed to pay a
operation. (Compl., ECF No. 1, ¶¶ 1-3.) When Defendants purportedly denied
Plaintiff the right to expand its operations, Plaintiff filed this suit against Defendants
alleging four causes of action: (1) breach of the License Agreement; (2) breach of
covenant of good faith and fair dealing; (3) promissory fraud; and (4) tortious
interference with prospective economic relations. (Compl., ECF No. 1, ¶¶ 61-94.)
The License Agreement provides as follows:
5.9. All actions between the parties hereto shall be litigated in the
appropriate district court in the city or county of Los Angeles, California
and said courts within the city and county of Los Angeles shall have
exclusive jurisdiction over the subject matter of this agreement and any
dispute or disagreement arising out of said agreement. This agreement
shall be construed in accordance with the laws of the State of Licensee’s
Operating Locality.
17
18
19
20
21
22
5.10. Licensee irrevocably authorizes [Licensor] to designate and
appoint an agent in the city and county of Los Angeles, California as
agent of Licensee to receive and accept, on behalf of Licensee service of
summons, complaint and other court process and orders in the event suit
is filed by Licensor against Licensee in any state or federal court in the
State of California . . . .
23
24
25
26
27
(ECF No. 16, Ex. A, “License Agreement.”)
28
///
2
III.
1
ANALYSIS
2
Pursuant to Rule 60(b), a court may grant a party relief from a final judgment,
3
order, or proceeding if the party can bring a claim within a reasonable time stating “a
4
mistake, inadvertence, surprise, excusable neglect . . . misconduct by an opposing
5
party . . . [or] any other reason that justifies relief.” Fed. R. Civ. P. 60(b), (c). To the
6
same effect, Local Rule 7-18 reads:
7
8
9
10
11
12
A motion for reconsideration of the decision on any motion may be made
only on the grounds of (a) a material difference in fact or law from that
presented to the Court before such decision that in the exercise of
reasonable diligence could not have been known to the party moving for
reconsideration at the time of such decision, or (b) the emergence of new
material facts or a change of law occurring after the time of such
decision, or (c) a manifest showing of a failure to consider material facts
presented to the Court before such decision.
13
L.R. 7-18. Additionally, “[u]nder L.R. 7-18, a motion for reconsideration may not be
14
made on the grounds that a party disagrees with the Court’s application of legal
15
precedent.” Pegasus Satellite Television, Inc. v. DirecTV, Inc., 318 F. Supp. 2d 968,
16
981 (C.D. Cal. 2004).
17
Upon review, the Court finds in its discretion that Plaintiff does not meet the
18
factors required for reconsideration. No new evidence was submitted at the time of
19
the Court’s decision, and the Court did not fail to consider the term “appropriate” in
20
its Order. Since a motion for reconsideration cannot be granted on the basis that
21
Plaintiff simply disagrees with the Court’s interpretation of the forum selection clause,
22
relief under L.R. 7-18 is not available. Also, Plaintiff may not seek relief under the
23
catchall provision of Rule 60(b) because it did not demonstrate “extraordinary
24
circumstances” warranting the court’s favorable exercise of discretion. Cmty. Dental
25
Servs. v. Tani, 282 F.3d 1164, 1168 (9th Cir. 2002). Plaintiff failed to prove (1) an
26
injury or (2) circumstances beyond its control. Id.
27
Plaintiff contends that the Order should be subject to reconsideration because
28
the Court failed to consider material facts by not giving effect to the word
3
1
“appropriate” in the forum selection clause.1 (Mot. 4.) Plaintiff suggests that the
2
word “appropriate” should only refer to the existing court structure in Los Angeles as
3
of 1982 when the contract was entered. (Id.) In 1982, there was one federal court and
4
several state courts; therefore, Plaintiff argues that the parties could not have been
5
referring to the federal court system because there were not multiple federal courts
6
from which to choose an “appropriate” one. (Id.)
7
Although Plaintiff acknowledged the Order’s distinction between the plain
8
meaning of “in” and “of” in the forum selection clause, Plaintiff appears to overlook
9
the context of the analysis. In the Order, the Court determined that the courts “in” a
10
state referred to all courts within the physical boundaries of the state, whereas the
11
courts “of” a state referred exclusively to state courts. (Order Den. Mot. to Remand
12
5.) Since the disputed forum selection clause dictates that any action shall be filed in
13
the “district court in the city or county of Los Angeles,” the Court stands by its
14
original interpretation that the clause imposes a geographical limitation rather than
15
one of sovereignty. (Id.) As a result, selecting the “appropriate” district court hinges
16
on the available forums delineated from the above analysis, which the Court
17
determined to include both state and federal courts.
18
Additionally, Plaintiff argues that the interpretation maxim cited in the Order—
19
that “a document should be read to give effect to all of its provisions and shall be
20
rendered consistent with each other”—is inapplicable.
21
Paragraph 5.10 is only triggered when the Defendant files the suit and appoints an
22
agent for Licensee to receive and accept service, which did not occur in this case.
23
Therefore, the conditions precedent to this provision contradict the first part of the
24
maxim, rendering the entire maxim legally void. (Id.)
(Mot. 5.)
It alleges that
25
While Paragraph 5.10 may not substantively apply to the facts of this case, its
26
language is instructive in the interpretation of the preceding paragraph. The Order
27
28
1
Vitagraph, Inc. v. American Theatre Co., 291 P. 303, 306 (finding that every word of a contract should be given effect).
4
1
cites to a Supreme Court case2 which holds that a reading of two provisions that
2
avoids conflict is preferable to one that creates conflict. (Id.) Construing Paragraph
3
5.9 to refer only to state courts would be inconsistent with the language in Paragraph
4
5.10. Thus, the Court finds that the best way to reconcile the ambiguity in Paragraph
5
5.9 is to adhere to the meaning intended in the following provision, which permits
6
venue in both state and federal courts.
Plaintiff also requests a certification of the Order pursuant to 28 U.S.C. §
7
8
1292(b). (Mot. 6.) A court may grant a certification for appeal if an interlocutory
9
order “involves a controlling question of law as to which there is substantial ground
10
for difference of opinion and that an immediate appeal from the order may materially
11
advance the ultimate termination of the litigation.” 28 U.S.C. § 1292(b). Here, there
12
is no controlling issue of law subject to serious debate because the Court has
13
determined that the “appropriate district court” cannot be construed to limit venue to
14
state courts. Since both parties agree that the federal court system has diversity
15
jurisdiction over this case, removal to federal court is proper, so granting an appeal
16
now would only delay the resolution of litigation.
For the foregoing reasons, the Court DENIES the Motion for Reconsideration
17
18
and DENIES the Alternative Motion for Certification.
19
20
IT IS SO ORDERED.
21
January 26, 2016
22
____________________________________
OTIS D. WRIGHT, II
UNITED STATES DISTRICT JUDGE
23
24
25
26
27
28
2
Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 63 (1995).
5
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?