Grolsche Bierbrouwerij Nederland, B.V. v. Dovebid, Inc. et al

Filing 31

ORDER by Judge Samuel Conti granting 23 Motion to Dismiss (sclc1, COURT STAFF) (Filed on 8/2/2011)

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1 2 3 4 IN THE UNITED STATES DISTRICT COURT 5 FOR THE NORTHERN DISTRICT OF CALIFORNIA 6 7 GROLSCHE BIERBROUWERIJ NEDERLAND, B.V., a foreign corporation, 8 Plaintiff, 9 For the Northern District of California United States District Court v. 10 12 DOVEBID, INC., a California corporation; and GOINDUSTRY USA, INC., a Maryland corporation, 13 Defendants. 11 14 15 I. ) Case No. 11-763 SC ) ) ORDER RE: DEFENDANTS' ) MOTION TO DISMISS ) ) ) ) ) ) ) ) ) INTRODUCTION Plaintiff Grolsche Bierbrouwerij Nederland, B.V. ("Plaintiff") 16 17 commenced this action against Defendants DoveBid, Inc. ("DoveBid") 18 and GoIndustry USA, Inc. ("GoIndustry") (collectively, 19 "Defendants"), alleging breach of a written guaranty. 20 Amended Complaint, ECF No. 19 ("FAC"). 21 fully briefed motion to dismiss the action under Federal Rule of 22 Civil Procedure 12(b)(6) and the doctrine of forum non conveniens, 23 or, in the alternative, to stay this action pending the resolution 24 of another action Plaintiff commenced in the Netherlands. 25 23 ("Mot."), 27 ("Opp'n"), 28 ("Reply"). 26 reasons, the Court GRANTS Defendants' Motion to Dismiss. 27 /// 28 /// First Now before the Court is a ECF Nos. For the following 1 II. BACKGROUND As it must on a Rule 12(b)(6) motion, the Court assumes the 2 3 truth of the well-pleaded facts in Plaintiff's FAC; however, it 4 does not accept as true allegations that contradict exhibits 5 attached to the FAC or matters properly subject to judicial notice. 6 Manzarek v. St. Paul Fire & Marine Ins. Co., 519 F.3d 1025, 1031 7 (9th Cir. 2008). 8 Netherlands, owned two breweries in the Dutch cities of Groenlo and 9 Enschede. United States District Court For the Northern District of California 10 Plaintiff, a foreign corporation based in the FAC ¶¶ 1, 7. In 2003, it decided to close these two facilities and liquidate their assets. Id. ¶ 8. On or about July 10, 2003, Plaintiff entered into a written 11 12 agreement ("the Agreement")1 with Hamerbod B.V. f/k/a DoveBid 13 Netherlands B.V. ("Hamerbod"), a United Kingdom corporation. 14 ¶ 9. 15 from these two facilities on Plaintiff's behalf. 16 Agreement § 4. 17 met, it would pay Plaintiff a minimum of four million euros. 18 This guaranteed minimum payment was due on or before September 30, 19 2005. 20 be liable if it sold any assets that Plaintiff had not included in 21 an exhibit attached to the Agreement. Id. Under this Agreement, Hamerbod agreed to sell specific assets Id. ¶ 9; Hamerbod agreed that if certain conditions were Agreement § 4. Id. The Agreement provided that Hamerbod would Id. § 7. Also on or about July 10, 2003, Plaintiff entered into a 22 23 separate agreement ("the Guaranty") with DoveBid, a California 24 corporation that Plaintiff alleges is Hamerbod's parent company. 25 26 27 28 1 Plaintiff attached the Agreement to its FAC. FAC Ex. A ("Agreement"). Defendants do not dispute its authenticity, and the Court takes judicial notice of it. 2 1 Id. ¶¶ 4, 10-11.2 2 unconditionally" guaranteed performance and payment of Hamerbod's 3 obligations under the Agreement. Under the Guaranty, DoveBid "irrevocably and Id. Plaintiff alleges that while the Agreement required payment of 4 5 the guaranteed minimum by September 30, 2005, Plaintiff and 6 Hamerbod agreed to extend this deadline several times "in an 7 attempt to maximize the gross proceeds received" from the sale of 8 the two facilities' assets. 9 the sale of the assets until the summer of 2006. Id. ¶ 12. Hamerbod did not complete Id. Plaintiff United States District Court For the Northern District of California 10 and Hamerbod then met to discuss the balance owed by Hamerbod under 11 the Agreement. 12 discussions, the two "reached a mutual understanding that 13 Hamerbod's obligation to pay the amount still owing under the 14 Agreement would not arise until after the parties' discussions 15 regarding the amount still owed under the Agreement were concluded 16 and Grolsche issued a final invoice to Hamerbod demanding payment 17 of the amount Grolsche believed was owed." Id. ¶ 13. Plaintiff alleges that during these Id. 18 On October 31, 2006, Hamerbod sent Plaintiff a letter of its 19 "final settlement . . . detailing all proceeds, costs and charges 20 incurred and remittances made with respect to the project to 21 liquidate the Groenlo and Enschede facilities pursuant to the . . . 22 Agreement." 23 ("Oct. 31, 2006 Letter").3 24 2 25 26 27 28 Mot. at 5; Am. Dutch Compl. ¶¶ 18-19; id. Ex. 14 Hamerbod denied that it was liable for Plaintiff attached the Guaranty to its FAC. FAC Ex. B ("Guaranty"). Defendants do not dispute its authenticity, and the Court takes judicial notice of it. 3 Defendants seek judicial notice of documents filed by Plaintiff in a breach of contract action Plaintiff brought against Hamerbod in the Netherlands, discussed infra. ECF No. ("RJN"). Specifically, Defendants seek judicial notice of the initial summons and complaint, the amended summons and complaint, and the documents attached to both complaints. Id. Exs. 1, 2. Defendants 3 1 the four million euro guarantee, claiming that the conditions 2 provided in the Agreement had not occurred. 3 concluded by stating it "has fully performed all of its obligations 4 pursuant to the Agreement, and the enclosed remittance constitutes 5 our final settlement of this engagement." Id. Hamerbod Id. On November 10, 2006, Plaintiff issued an invoice to Hamerbod, 6 7 dated November 9, 2006, in the amount it believed Hamerbod still 8 owed under the Agreement. 9 10, 2006 Letter"). Id. ¶ 14; Am. Dutch Compl. Ex. 9 ("Nov. In it, Plaintiff acknowledged receipt of the United States District Court For the Northern District of California 10 October 31, 2006 Letter, and wrote: "It is our firm conclusion that 11 your firm has to pay us the 'guaranteed minimum' under the 12 guarantee." 13 Id. 14 ¶ 15. 15 Id. The invoice demanded payment within twenty days. Hamerbod did not make a payment within this time frame. Id. On December 4, 2006, Plaintiff sent Hamerbod another letter in 16 regard to "overdue accounts." Am. Dutch Compl. Ex. 10 ("Dec. 4, 17 2006 Letter"). 18 urged your company to perform your payment obligations toward us Plaintiff stated: "On repeated occasions we have 19 20 21 22 23 24 25 26 27 28 also seek judicial notice of an English-language translation of the amended Dutch summons and complaint by Dutch Translator Wanda J. Boeke ("Boeke"). Id. ¶ 2. Boeke declares that, among other qualifications, she is certified by the American Translators Association and the Translators and Interpreters Guild with respect to Dutch-to-English translations. ECF No. 14. She declares that she has attached a true, correct, and accurate copy of her Dutchto-English translation of the summons. Id. ¶ 8; id. Ex. B ("Am. Dutch Compl."). A court may take judicial notice of a document if the plaintiff's claim depends on the contents of the document and the parties do not dispute the authenticity of the document. Knievel v. ESPN, 393 F.3d 1068, 1076 (9th Cir. 2005). Because Plaintiff's claim depends on the existence of the documents and because there is no dispute as to their authenticity, the Court GRANTS Defendants' request. However, because the Court may not take judicial notice of the truth of the facts recited within a judicially noticed document, Lee v. City of Los Angeles, 250 F.3d 668, 688–90 (9th Cir. 2001), it limits this notice accordingly. 4 1 under our agreement dated 10 July 2003. However all our attempts 2 to induce your company to pay the overdue accounts, have been 3 ignored." 4 failed to make this payment within seven days. Plaintiff threatened legal action if Hamerbod Id. Id. 5 Hamerbod did not remit payment within seven days. 6 9, 2007, Hamerbod wrote Plaintiff, again refusing to make the 7 demanded payment and restating the reasons why it believed it was 8 not responsible for the guarantee. 9 On March FAC ¶ 15. Plaintiff alleges that under the Agreement, Hamerbod paid United States District Court For the Northern District of California 10 €3,688,476.09, leaving €311,523.91 of the guaranteed minimum 11 unpaid. 12 responsible for paying €760,000 in Value Added Tax ("VAT") under 13 the Agreement. 14 sold a piece of equipment that Plaintiff did not own, despite 15 having notice that Plaintiff did not own the equipment, and thus is 16 liable under the Agreement for the €50,000 cost of replacement. 17 Id. ¶ 18. 18 Id. ¶ 16. Plaintiff alleges that Hamerbod was also Id. ¶ 17. Plaintiff also alleges that Hamerbod On October 19, 2010, Plaintiff filed suit against Hamerbod in 19 the Netherlands, alleging breach of the Agreement. 20 January 19, 2011, Plaintiff amended its Dutch Complaint. 21 Am. Dutch Compl. 22 defendants in the Dutch complaint. 23 Id. ¶ 19. On Id.; see Neither DoveBid nor GoIndustry are named as On November 24, 2010, Plaintiff brought the present action for 24 breach of a written guaranty against DoveBid and GoIndustry in 25 California Superior Court for the County of San Mateo. 26 ("Notice of Removal") Ex. A ("Initial Compl."). 27 that on or about December 31, 2010, DoveBid was merged into 28 GoIndustry, a Maryland corporation, and claims that through this 5 ECF No. 1 Plaintiff alleges 1 merger, GoIndustry assumed DoveBid's legal obligations. 2 4. 3 court, citing 28 U.S.C. §§ 1332 and 1441(b) as the basis for 4 removal. 5 dismiss the action on March 13, 2011, alleging that Plaintiff's 6 cause of action against Defendants accrued no later than November 7 9, 2006, thus time-barring Plaintiff's action. 8 April 4, 2011, Plaintiff filed its FAC. 9 subsequently withdrew their first motion and filed the instant United States District Court For the Northern District of California 10 FAC ¶¶ 10, On February 18, 2011, Defendants removed this action to federal Motion. See Notice of Removal ¶ 3. Defendants filed a motion to ECF No. 13. See FAC. On Defendants See Mot. 11 Defendants argue that under California's four-year statute of 12 limitations for breach of a written contract, Plaintiff's claim is 13 time-barred. 14 believed" that Hamerbod had breached its obligations under the 15 Agreement no later than November 9, 2006, "and likely earlier," 16 rendering the November 24, 2010 filing of this action untimely. 17 Id. at 1-2. 18 should be dismissed or stayed based on the doctrine of forum non 19 conveniens and failure to join an indispensible party. Mot. at 1. Defendants allege that Plaintiff "clearly Defendants argue in the alternative that the action Id. at 2. 20 21 22 III. LEGAL STANDARD A motion to dismiss under Federal Rule of Civil Procedure 23 12(b)(6) "tests the legal sufficiency of a claim." Navarro v. 24 Block, 250 F.3d 729, 732 (9th Cir. 2001). 25 on the lack of a cognizable legal theory or the absence of 26 sufficient facts alleged under a cognizable legal theory. 27 Balistreri v. Pacifica Police Dep't, 901 F.2d 696, 699 (9th Cir. 28 1990). Dismissal can be based "When there are well-pleaded factual allegations, a court 6 1 should assume their veracity and then determine whether they 2 plausibly give rise to an entitlement to relief." 3 Iqbal, 129 S. Ct. 1937, 1950 (2009). 4 court must accept as true all of the allegations contained in a 5 complaint is inapplicable to legal conclusions. 6 recitals of the elements of a cause of action, supported by mere 7 conclusory statements, do not suffice." 8 (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Ashcroft v. However, "the tenet that a Threadbare Iqbal, 129 S. Ct. at 1950 9 United States District Court For the Northern District of California 10 11 IV. DISCUSSION When a motion to dismiss is based on the running of the 12 statute of limitations, it can be granted only if the assertions of 13 the complaint, read with the required liberality, would not permit 14 the plaintiff to prove that the statute was tolled. 15 Witter & Co., 614 F.2d 677, 682 (9th Cir. 1980). 16 provides a four-year statute of limitations for actions "upon any 17 contract, obligation or liability founded upon an instrument in 18 writing." 19 breach of contract accrues at the time of breach; that is, "the 20 limitations period begins when the plaintiff suspects, or should 21 suspect, that she has been wronged." 22 Cal. 3d 1103, 1112 (1988). 23 Cal. Civ. Proc. Code § 337(1). Jablon v. Dean California A cause of action for Jolly v. Eli Lilly & Co., 44 Unless the guaranty provides otherwise, the liability of a 24 surety or guarantor accrues at the same time as that of the 25 principal, or upon default of the principal. 26 Cal. 2d 793, 799 (1957); Cal. Code Civ. Proc. § 359.5 ("If the 27 obligations under a surety bond are conditioned upon performance of 28 the principal, the expiration of the statute of limitations with 7 Bloom v. Bender, 48 1 respect to the obligations of the principal, other than the 2 obligations of the principal under the bond, shall also bar an 3 action against the principal or surety under the bond, unless the 4 terms of the bond provide otherwise."). 5 creditor agree to modify a contract and the guarantor consents to 6 that modification, the guarantor is bound by that change. 7 Bd. of Equalization v. Carleton, 223 Cal. App. 3d 1607, 1610 (Ct. 8 App. 1990). 9 the contract for the performance of the suretyship obligation." United States District Court For the Northern District of California 10 If the principal and the State "Consent to such changes may be given in advance in Id. Defendants argue that given judicially noticeable documents 11 12 and facts admitted by Plaintiff, Plaintiff's claim is time-barred 13 as a matter of law.4 14 uncontested: under the terms of the Agreement, the guaranteed 15 minimum payment was due on or before September 30, 2005; Hamerbod 16 sent Plaintiff a letter denying liability for the guaranteed 17 minimum payment and offering a "final settlement" on October 31, 18 2006; and Plaintiff sent Hamerbod a "final invoice" demanding 19 payment of the guaranteed minimum payment on November 9, 2006. 20 They argue that these uncontested facts establish that Plaintiff's They assert the following facts are 21 22 23 24 25 26 27 28 4 The parties dispute whether the Court may treat statements made by Plaintiff in its Dutch complaints as judicial admissions. The Court may treat factual assertions in pleadings as judicial admissions conclusively binding on the party who made them; however, where a party explains the statement as being made in error in a subsequent pleading or by amendment, the Court must accord the explanation some weight. Sicor Ltd. v. Cetus Corp., 51 F.3d 848, 859-60 (9th Cir. 1995). The Ninth Circuit has not addressed whether a district court may treat statements made in a foreign proceeding as judicial admissions. Plaintiff does not argue that statements within the Dutch complaints were in error; rather, it argues that they are consistent with the allegations in the FAC. Because of this, and because of relatedness of the two actions, the Court finds it appropriate to treat statements made by Plaintiff in its Amended Dutch Complaint as judicial admissions. 8 1 cause of action for breach of the Agreement accrued no later than 2 November 9, 2006, and thus Plaintiff's November 24, 2010 filing of 3 this action occurred after Plaintiff's claim had been extinguished 4 by the statute of limitations. 5 claim accrued even earlier, referencing Hamerbod's obligation under 6 the Agreement to pay the guarantee by September 30, 2005 and 7 Hamerbod's October 31, 2006 letter denying its obligation to pay 8 the guarantee and offering a "final settlement." 9 Dutch Compl. ¶¶ 18-19. United States District Court For the Northern District of California 10 Defendants suggest that Plaintiff's Mot. at 5; Am. Plaintiff argues that its claim against Hamerbod did not 11 accrue until November 29, 2010. 12 because its November 9, 2006 letter demanded payment within twenty 13 days, its cause of action against Hamerbod did not accrue until 14 Hamerbod failed to pay within that twenty-day time period. 15 Defendants respond that the plain language of the Agreement 16 provides that Hamerbod's payment obligations accrued no later than 17 twenty days after the auction sales were completed, and that the 18 Agreement makes no mention of a "notice" or "invoice" requirement. 19 Reply at 1. 20 completed in summer of 2006, and so Defendants argue that as such, 21 any breach occurred ten days after the final sale. 22 challenge Plaintiff's argument that the statute of limitations was 23 tolled because Plaintiff asked for the invoice to be paid in twenty 24 days, stating: "if Grolsche's position were correct, a plaintiff 25 could avoid the SOL indefinitely simply by sending invoices with 26 future due dates, but a plaintiff does not control the statute of 27 limitations, and that is certainly not the law." 28 Opp'n at 7. Plaintiff argues that Id. The parties agree that the auction sales were The Court agrees with Defendants. 9 Id. Defendants Id. at 2. A party to a contract 1 cannot avoid the statute of limitations by unilaterally setting a 2 date by which it demands payment; as Defendants note, this would 3 frustrate the purpose of the statute of limitations. 4 failed to pay the guarantee by September 30, 2005, it breached the 5 Agreement. 6 or a separate enforceable agreement, the statute of limitations on 7 Plaintiff's breach-of-contract claim against Hamerbod ran on 8 October 1, 2010. 9 Procedure, this would extinguish a cause of action against a surety When Hamerbod As such, absent tolling, modification to the Agreement, Under section 359.5 of California's Code of Civil United States District Court For the Northern District of California 10 unless the terms of the Guaranty provided otherwise, and, as the 11 Court discusses infra, the Guaranty does not provide otherwise. 12 Next, Plaintiff alleges that in the summer of 2006, during 13 Hamerbod's performance under the Agreement, Hamerbod and Plaintiff 14 agreed that Hamerbod's obligation to pay the balance would not 15 accrue until their discussions were concluded and Plaintiff issued 16 a final invoice to Hamerbod for payment. 17 argues that as such, Hamerbod's obligation did not arise until 18 November 9, 2006, when Plaintiff sent Hamerbod a letter demanding 19 payment, and that Hamerbod did not breach this obligation until 20 twenty days later, when it failed to pay within the timeframe 21 provided by Plaintiff. 22 does not state that Defendants were aware of this agreement and 23 consented to it, "it is more than reasonable to assume" they did. 24 Opp'n at 10. 25 Id. Opp'n at 8. Plaintiff Plaintiff argues that although the FAC Defendants call this argument "completely disingenuous." 26 Reply at 4. They cite California law requiring amendments or 27 modifications to written contracts to be in writing. 28 Cal. Civ. Code § 1689). Id. (citing They note that the Agreement contained a 10 1 merger clause which stated that it "constitutes the entire 2 understanding between the parties," and as such California's parol 3 evidence rule does not permit varying its terms. 4 argue that if Plaintiff claims the parties made a subsequent oral 5 agreement, California's two-year statute of limitations for breach 6 of oral contracts would have run no later than November 2008. 7 Finally, Defendants cite section 360.5 of California's Code of 8 Civil Procedure, which requires a written agreement signed by the 9 person obligated to extend the time to sue. Id. Id. at 5. Defendants argue United States District Court 10 For the Northern District of California They that no such provision exists either in the Agreement or the 11 Guaranty, and no separate writing exists. 12 The Court agrees with Defendants. Id. Because the Agreement 13 clearly contemplates payment of the guarantee by September 30, 14 2005, Plaintiff's claim is time-barred unless the Agreement was 15 validly modified. 16 Hamerbod to pay would be barred by section 1689. 17 state a valid claim, it would have to allege that Hamerbod agreed, 18 in writing, to modify the terms of the Agreement, and that 19 Defendants either consented to this modification or agreed, in 20 writing, to modify the terms of the Guaranty. 21 modification would have to specifically state that the Agreement 22 was modified such that Hamerbod's obligation to pay was not to 23 accrue until Plaintiff sent Hamerbod a final demand for payment. 24 To the extent Plaintiff argues that the parties specifically agreed 25 to extend the time for Plaintiff to sue, Plaintiff does not allege 26 the existence of a writing signed by Hamerbod so stating. An oral agreement to extend the deadline for For Plaintiff to Furthermore, this 27 Such a claim would be inconsistent with the judicially 28 noticeable communications before the Court and the allegations in 11 1 Plaintiff's Dutch Complaint. Hamerbod's October 31, 2006 Letter 2 states that it represents Hamerbod's "final settlement" under the 3 Agreement. 4 receipt of the October 31, 2006 Letter, and writes: "It is our firm 5 conclusion that your firm has to pay us the 'guaranteed minimum' 6 under the guarantee." 7 4, 2006 Letter sent to DoveBid regarding "overdue accounts," 8 Plaintiff states: "On repeated occasions we have urged your company 9 to perform your payment obligations toward us under our agreement In the November 10, 2006 Letter, Plaintiff acknowledges See Oct. 31, 2006 Letter. In the December United States District Court For the Northern District of California 10 dated 10 July 2003. However all our attempts to induce your 11 company to pay the overdue accounts, have been ignored." 12 4, 2006 Letter. 13 and Hamerbod agreed that Hamerbod did not breach until it failed to 14 submit payment by November 29, 2006 -- rather, it heavily suggests 15 Plaintiff was attempting to collect on a debt which had already 16 become due. 17 inconsistent with the facts provided by these documents and 18 judicial admissions, the two factual accounts are irreconcilable. See Dec. This communication does not suggest that Plaintiff Not only are the facts as Plaintiff alleged them 19 Finally, Plaintiff argues that even if its cause of action 20 against Hamerbod had accrued before November 29, 2010, its cause of 21 action against DoveBid had not, because "under the clear terms of 22 the Guarantee, DoveBid's duty to perform Hamerbod's payment 23 obligations did not arise until Grolsche demanded that it pay the 24 balance owed by Hamerbod under the Auction Agreement." 25 Opp'n at 7. While the liability of a guarantor ordinarily accrues at the 26 same time as that of the principal, the parties can provide 27 otherwise in the terms of the guaranty. 28 Cal. Code Civ. Proc. § 359.5. Bloom, 48 Cal. 2d at 799; Plaintiff does not cite to a 12 1 specific provision in the Guaranty that supports this argument. 2 The Guaranty states that DoveBid "agreed to guarantee the due 3 performance by the Contractor [Hamerbod] of its obligations under 4 the Contract in the manner hereinafter appearing." 5 It provides that "if the Contractor is in default under the 6 Contract, then the Guarantor [DoveBid] shall indemnify and keep 7 indemnified the Employer [Plaintiff] against any loss, damages, 8 claims, costs and expenses which may be incurred by reason of such 9 default and it will itself perform the payment obligations under It provides United States District Court For the Northern District of California 10 the Contract at first demand of the Employer." 11 that DoveBid "shall in no event exceed the liability and payment 12 obligations of the Contractor to the Employee under the terms of 13 the Contract." 14 Id. See Guaranty. Id. The Court finds none of this language to be the least bit 15 susceptible to a plausible interpretation that the parties sought 16 to replace the standard rules for accrual of guarantor liability. 17 To the extent that Plaintiff argues Defendants' promise to "perform 18 the payment obligations under the Contract at first demand of the 19 Employer" serves to alter the accrual of Defendants' liability for 20 statute of limitations purposes, such an argument is unavailing. 21 Under this reading, the guarantor's obligation would not accrue 22 until a demand was made on the guarantor by the principal; this 23 would permit the principal to evade the statute of limitations by 24 making its "first demand" on Defendants for payment years after 25 breach by the principal. 26 In light of the judicially noticeable documents before the 27 Court and Plaintiff's judicial admissions, the Court finds no 28 plausible scenario in which Plaintiff's claim against Defendants 13 1 would be valid. Accordingly, the Court DISMISSES, WITH PREJUDICE, 2 Plaintiff's action against Defendants. 3 the issue of dismissal under the doctrine of forum non conveniens. The Court does not reach 4 5 6 V. CONCLUSION For the above reasons, the Court GRANTS the Motion to Dismiss 7 brought by Defendants DoveBid, Inc. and GoIndustry USA, Inc. 8 alleging breach of a written guaranty, and DISMISSES WITH PREJUDICE 9 Plaintiff Grolsche Bierbrouwerij Nederland, B.V.'s Complaint. United States District Court For the Northern District of California 10 11 IT IS SO ORDERED. 12 13 14 Dated: August 2, 2011 UNITED STATES DISTRICT JUDGE 15 16 17 18 19 20 21 22 23 24 25 26 27 28 14

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