Stavrinides et. al. v. Vin Di Bona et al

Filing 29

ORDER GRANTING MOTION TO TRANSFER VENUE. Signed by Judge William H. Orrick on 01/08/2018. (jmdS, COURT STAFF) (Filed on 1/8/2018)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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ELIAS STAVRINIDES, et al.,
Plaintiffs,

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United States District Court
Northern District of California

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Case No. 17-cv-05742-WHO
ORDER GRANTING MOTION TO
TRANSFER VENUE

v.
VIN DI BONA, et al.,

Re: Dkt. No. 12

Defendants.
INTRODUCTION

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Plaintiffs Elias and Kristi Stavrinides allege that Mrs. Stavrinides entered into and

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subsequently rescinded two contracts with defendants Cara Communications Corporation and Vin

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Di Bona, producers of “America’s Funniest Home Video,” granting defendants exclusive use of

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two video clips. Plaintiffs later discovered that defendants were willfully and intentionally using

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plaintiffs’ video clips, and now bring suit for copyright infringement, unfair business practices

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under the California Unfair Competition Law, entitlement to an accounting, and declaratory relief.

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Defendants move to transfer venue of this case to the Central District of California pursuant to a

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forum selection clause in the contracts. Defendants separately move to dismiss all claims against

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them. For the reasons stated below, I GRANT defendants’ motion to transfer venue and do not

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reach defendants’ motion to dismiss.

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BACKGROUND

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Plaintiffs, a married couple, jointly created two video clips. See Compl. ¶¶ 3–4, 8. Mrs.

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Stavrinides submitted these two clips to America’s Funniest Home Video, a television program

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produced by defendants, and subsequently signed several forms, including “America’s Funniest

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Home Videos – Home Video Description Form,” and “Home Video Exclusive Grant of Rights,

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Appearance and Shooter Release,” on July 5 and 6, 2016. Id. ¶ 9; Compl. Exs. A & B. Mrs.

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Stavrinides alleges that the words on the form were too small for her to read. Compl. ¶ 10. On

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those forms, Mrs. Stavrinides represents that she is both the owner and shooter of each video clip.

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See Compl. Exs. A & B, at 1. The forms contain a forum selection clause, mandating that any

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action arising from or related to the agreements be litigated in the County of Los Angeles. Id. at 6.

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Mr. Stavrinides, however, did not want to be on the America’s Funniest Home Video

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show. Compl. ¶ 11. On July 9, 2016, Mrs. Stavrinides sent to Cara Communications Corporation

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via certified mail two letters purporting to cancel her authorization of the use of her video clips.

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Compl. Exs. C & D. Plaintiffs allege that defendants called plaintiffs on July 19, 2016,

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“attempt[ing] to get PLAINTIFFS to submit to the agreement and to talk ELIAS to agree to sign
the shooter agreement.” Compl. ¶ 13. Mr. Stavrinides did not give such consent and never signed

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United States District Court
Northern District of California

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any agreement with defendants. Id. ¶¶ 13, 16. Approximately one year later, in July of 2017, Mrs.

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Stavrinides’ friend alerted her that one of her video clips appeared on America’s Funniest Home

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Video’s Facebook page. Id. ¶ 17. Plaintiffs now bring suit for injunctive relief and damages

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asserting copyright infringement, unfair business practices, entitlement to an accounting, and

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declaratory relief.

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LEGAL STANDARD
A court may transfer an action to another district “[f]or the convenience of the parties and

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witnesses, in the interest of justice.” 28 U.S.C. § 1404(a). The purpose of this section is to

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“prevent the waste of time, energy, and money and to protect litigants, witnesses and the public

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against unnecessary inconvenience and expense.” Van Dusen v. Barrack, 376 U.S. 612, 616

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(1964) (internal citations and quotations omitted). A motion for transfer lies within the broad

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discretion of the district court and must be determined on an individualized basis. Jones v. GNC

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Franchising, Inc., 211 F.3d 495, 498 (9th Cir. 2000).

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When a case concerns enforcement of a forum selection clause, “a proper application of §

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1404(a) requires that a forum-selection clause be given controlling weight in all but the most

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exceptional cases.” Atl. Marine Constr. Co., Inc. v. U.S. Dist. Ct. for W. Dist. of Tex., 134 S. Ct.

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568, 579 (2013) (internal quotation marks omitted). Plaintiffs bear the burden of showing that

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exceptional circumstances make transfer inappropriate. Id. at 581. Plaintiffs must show either
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that the forum selection clause is not valid or that the public interest factors recognized under

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Section 1404(a) make transfer inappropriate. Id. at 579, 582; see also Bayol v. Zipcar, Inc., No.

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14-cv-02483-TEH, 2014 WL 4793935, at *1 (N.D.Cal. Sept. 25, 2014).
DISCUSSION

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I.

Whether Plaintiffs’ Untimely Opposition Should Be Disregarded
Defendants argue in reply that plaintiffs’ opposition brief should be disregarded because it

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was due on December 18, 2017, pursuant to the local rules, but plaintiffs did not email it to

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defendants until December 25, 2017, and did not file it until December 28, 2017. See Pls.’ Opp.

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[Dkt. No. 17]; Defs.’ Rep. [Dkt. No. 21] at 1–2. Plaintiffs’ opposition brief was thus filed ten days

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late, with the explanation only that plaintiffs “were in the middle of and affected by the North Bay

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United States District Court
Northern District of California

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Fires.” Pls.’ Opp. to Mot. to Transfer Venue at 1. It is unclear what exactly plaintiffs mean by

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this statement, given that the recent fires have been contained since October, but I will nonetheless

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accept their untimely oppositions. In the Ninth Circuit, “[p]ublic policy favors disposition of

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cases on the merits,” Pagtalunan v. Galaza, 291 F.3d 639, 643 (9th Cir. 2002). Defendants’

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representations about plaintiffs’ failure to follow the local rules in other cases are not pertinent to

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the matters at issue in this motion.

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II.

Motion to Transfer Venue
A. Whether the Contracts’ Forum Selection Clause Applies

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The contractual agreements at issue each contain a forum selection clause, selecting “the

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federal and state courts of the State of California located in the County of Los Angeles” for “any

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lawsuit, action or proceeding arising out of or related to this agreement, the use of the Video,

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and/or to any rights granted hereunder.” Compl. Exs. A & B, at 6. While plaintiffs do not dispute

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the validity of the contracts’ forum selection clause, they appear to argue that Mrs. Stavrinides

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cancelled the contracts and therefore should not be subject to their terms. Plaintiffs also argue that

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transfer is inappropriate because it is not convenient for plaintiffs, nor in the interest of justice. I

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will address each of these arguments.

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1. Whether Plaintiffs Cancelled the Contracts
California Civil Code Section 1689 governs rescission of a contract under California law.
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Under this provision, a party to a contract may unilaterally rescind the contract only under certain

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enumerated circumstances, including “[i]f the consent of the party rescinding . . . was given by

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mistake, or obtained through duress, menace, fraud, or undue influence.” Cal. Civ. Code §

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1689(b)(1). A mistake of fact is defined as a “mistake, not caused by the neglect of a legal duty on

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the part of the person making the mistake, and consisting in” either “[a]n unconscious ignorance or

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forgetfulness of a fact past or present,” or “[b]elief in the present existence of a thing material to

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the contract, which does not exist, or in the past existence of such a thing, which has not existed.”

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Cal. Civ. Code § 1577. “A unilateral misinterpretation of contractual terms, without knowledge

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by the other party at the time of contract, does not constitute a mistake.” Donovan v. RRL Corp.,

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26 Cal. 4th 261, 279 (2001). The California Supreme Court authorizes rescission of a contract on

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Northern District of California

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the ground of unilateral mistake of fact only where enforcement would be unconscionable.

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Donovan, 26 Cal. 4th at 281.

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Plaintiffs do not dispute that Kristi Stavrinides entered into two contractual agreements

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with defendants when she submitted two video clips to defendants and signed certain forms

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forming the parties’ agreement on July 5 and July 6, 2016. See Compl. ¶¶ 9–10. Mrs. Stavrinides

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represented on these forms that she was both the owner and the shooter of the video clips. See

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Compl. Exs. A & B, at 1. Plaintiffs allege that they cancelled those agreements, however, when

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they sent via certified mail two letters purporting to “remove [Mrs. Stavrinides’] signature issued

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by mistake and inadvertence,” and revoking use of the video clips on July 9, 2016. See Compl.

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Exs. C & D. In those letters, Mrs. Stavrinides writes that she submitted the video clips “by

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mistake, inadvertence, and not knowing what I was doing or agreeing to with your electronic

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contract. I am not an attorney nor did I print out and read what your contract stated and further did

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not understand what I was doing. Also, another person shot the video and I do not have their

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permission for use of this video.” Id.

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Construing the allegations in the light most favorable to plaintiffs, they plead two theories

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of mistake: first, that Mrs. Stavrinides signed the contracts by mistake without understanding its

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terms, and second, that Mrs. Stavrinides mistakenly signed the contracts without Mr. Stavrinides’

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permission. Neither of these constitutes a mistake within the meaning of Section 1577. California
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law is clear that “[a] unilateral misinterpretation of contract terms . . . does not constitute a

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mistake.” Donovan, 26 Cal. 4th at 279. Nor does the fact that Mrs. Stavrinides did not have Mr.

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Stavrinides’ permission establish a mistake, as she also owned the video clips and had the power

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to grant exclusive rights to their use. She did not discover any new facts after signing the

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contracts that she did not have when she signed them; she knew at the time that she signed the

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contracts that she jointly owned the video clips with Mr. Stavrinides. See Compl. ¶¶ 8–10; Compl.

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Exs. A & B.

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Even if plaintiffs could establish a mistake of fact, their argument would still fail because
they cannot establish that enforcement of the contracts would be unconscionable as a matter of
law. They do not address unconscionability in the briefing, but upon review of the allegations in

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United States District Court
Northern District of California

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the Complaint and the attached exhibits, I have no trouble concluding that enforcement of the

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contract is neither oppressive nor overly harsh such that it is unconscionable. See Donovan, 26

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Cal. 4th at 291. For these reasons, Mrs. Stavrinides could not unilaterally rescind the contracts

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and is therefore subject to their terms, including the forum selection clause.
2. Whether Mr. Stavrinides May Be Bound by the Forum Selection Clause

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While Mrs. Stavrinides is clearly subject to the forum selection clause, Mr. Stavrinides was

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not party to the contracts nor their terms. The Ninth Circuit has stated, however, that “a range of

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transaction participants, parties and non-parties, should benefit from and be subject to forum

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selection clauses.” Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509, 514 n.5 (9th Cir.

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1988). It has thus found that where “the alleged conduct of the non-parties is so closely related to

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the contractual relationship,” “the forum selection clause applies to all defendants.” Id.; see also

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Holland Am. Line Inc. v. Wartsila N. Am., Inc., 485 F. 3d 450, 456 (9th Cir. 2007) (applying

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forum selection clause equally to non-parties because their “alleged conduct . . . [wa]s tied to [the]

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contract”).

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Mr. Stavrinides’s claims and alleged damages are closely related to the contractual

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relationship in dispute in this case. Indeed, it is the same transactions and events—namely, the

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creation of and then the attempted rescission of the same two contracts—that give rise to all of

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plaintiffs’ claims, and Mr. Stavrinides’s claims are identical to Mrs. Stavrinides’s claims and
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proceed on the same theories. See, e.g., Ultratech, Inc. v. Ensure NanoTech (Beijing), Inc., 108 F.

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Supp. 3d 816, 822 (N.D. Cal. 2015) (applying forum selection clause to “sister corporations of a

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party to an agreement where their alleged liability was closely related to the contractual

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relationship”); Golden State Orthopaedics, Inc. v. Howmedica Osteonics Corp., No. C 14-3073

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PJH, 2014 WL 12691050, at *5 (N.D. Cal. Oct. 31, 2014) (applying forum selection clause

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because resolution of non-party’s tort claims “plainly related to interpretation of the contract” at

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issue and therefore were “closely related” to the contractual relationship). Because Mr.

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Stavrinides’s claims are so “closely related” to Mrs. Stavrinides’s, he is also bound by the forum

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selection clause.

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United States District Court
Northern District of California

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3. Whether the Forum Selection Clause Should Be Enforced
Given that the contracts contain valid forum selection clauses, they must be enforced

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unless plaintiffs are capable of showing extraordinary circumstances. In evaluating such

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circumstances, “plaintiff’s choice of forum merits no weight,” and I “should not consider

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arguments about the parties’ private interests.” Atl. Marine, 134 S. Ct. at 582. Instead, only the

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public interest factors are relevant, including “the administrative difficulties flowing from court

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congestion”; “the local interest in having localized controversies decided at home”; “the interest in

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having the trial in a diversity case in a forum that is at home with the law that must govern the

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action”; “the avoidance of unnecessary problems in conflict of laws, or in the application of

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foreign law”; and “the unfairness of burdening citizens in an unrelated forum with jury duty.”

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Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n.6 (1981) (internal quotation marks omitted).

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“[P]ublic-interest factors will rarely defeat a transfer motion,” Atl. Marine, 134 S. Ct. at 582, and

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this case is no exception. While two of these factors have no bearing on the analysis because the

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case does not arise under diversity jurisdiction nor is there any conflict of laws, the remaining

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three factors each weigh in favor of transferring venue to the Central District of California.

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Plaintiffs’ argument that the current forum is more convenient merits no weight in this evaluation,

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nor do plaintiffs explain why transfer of the case would not be in the interest of justice. For these

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reasons, I GRANT defendants’ motion to transfer venue to the Central District of California.

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CONCLUSION

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I GRANT defendants’ motion to transfer venue of this case to the Central District of

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California. I do not reach defendants’ motion to dismiss because the parties agreed that the case

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would be decided in federal or state court in the County of Los Angeles.

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IT IS SO ORDERED.
Dated: January 8, 2018

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William H. Orrick
United States District Judge

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United States District Court
Northern District of California

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