Deem, Inc. v. Travelport, LP

Filing 30

ORDER REQUIRING FURTHER BRIEFING RE MOTION TO TRANSFER. Signed by Judge Jeffrey S. White on 11/9/15. (jjoS, COURT STAFF) (Filed on 11/9/2015)

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IN THE UNITED STATES DISTRICT COURT

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FOR THE NORTHERN DISTRICT OF CALIFORNIA
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DEEM, INC.,

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For the Northern District of California

United States District Court

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Plaintiff,

No. C 15-03683 JSW

v.

ORDER REQUIRING FURTHER
BRIEFING RE MOTION TO
TRANSFER

TRAVELPORT, LP and DOES 1-10,
Defendants.
/

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Now before the Court is the motion to transfer pursuant to 28 U.S.C. § 1404(a) filed by

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Defendant Travelport, LP (“Defendant”). The hearing on the motion to transfer is set for

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December 4, 2015 and the motion is fully briefed.

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Plaintiff Deem, Inc. (“Plaintiff”) filed a Complaint with three causes of action for

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violations of: (1) breach of contract for failure to negotiate; (2) promissory estoppel; (3)

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negligent misrepresentation. According to the allegations in the Complaint, which must be taken

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as true at this procedural posture, Defendant violated the terms of a Letter Agreement to

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negotiate a settlement of disputes between the parties in good faith. The relationship between

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the parties is governed by a series of contracts, noticeable to the Court. The parties’ multiple

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agreements are attached to the Declaration of Elinor H. Murorova.

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The Complaint explicitly sets out that the basis of the relationship between the parties is

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premised upon the foundation of three separate written agreements: (1) the February 10, 2011

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Integration and Revenue Sharing Agreement between Travelport and Global Ground

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Automation, Inc. (attached as Exhibit F); (2) the September 21, 2010 Web Services Agreement

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between Travelport and Global Ground Automation, Inc. (attached as Exhibit B); and (3) the

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April 11, 2000 Galileo Services Display and Reservations Agreement between Galileo

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International, LLC and Saturn Internet Reservations Systems, Inc. (attached as Exhibit A). (See

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Complaint at ¶ 7.) Plaintiff designates these three agreements collectively as the “Deem Ground

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Agreements” and describes the parties as having “had an existing relationship pursuant” to these

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Agreements. (See id.)

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The Court may take judicial notice of these Agreements as they form the basis upon which

Parrino v. FHP, Inc., 146 F.3d 699, 705 (9th Cir. 1998) (holding that the court may consider

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documents outside of the complaint where the contents of the documents “are alleged in the

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For the Northern District of California

the Complaint is premised and no party has disputed the authenticity of the agreements. See

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United States District Court

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complaint and whose authenticity no party questions.”). However, the three foundational

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agreements – as identified by Plaintiff – which appear before the Court designate Illinois as both

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the choice of law and venue in the April 2000 Agreement (Murorova Decl., Ex. A at ¶ 23), no

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specific choice of law or venue (Murorova Decl., Ex. B at 5), and California law with no specific

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venue designation in the February 2011 Agreement (Murorova Decl., Ex. F at ¶ 16(D)). The

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Service Order, however, integrates three other agreements which it states form the basis of the

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parties’ agreements. These documents designate Georgia as choice of law and venue. (See

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Murorova Decl., Ex. C at ¶ 29, Ex. D at ¶ 24, and Ex. E at ¶ 14.)

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The Court is inclined to transfer this matter to the venue agreed upon by the parties, but as

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the record is unclear, it is not possible to discern that appropriate venue or choice of law analysis.

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It is clear that the Letter Agreement upon which Plaintiff premises its breach of contract claims –

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which does not designate a choice of law or venue – must rely upon the foundational agreements

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between the parties. It is, however, unclear which specific documents constitute the foundational

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agreements between the parties and, accordingly, what venue and choice of law provisions those

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contracts designate to resolve this dispute.

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Accordingly, the Court HEREBY ORDERS that the parties submit the agreed-upon

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foundational agreements for the Court’s review and highlight the choice of law and venue

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designations in each foundational contract. As Travelport bears the burden of demonstrating that
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transferring venue is appropriate, Defendant shall first submit its analysis of the foundational

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documents supporting its theory of the contractual relationship between the parties. This

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submission shall not exceed 10 pages and shall be filed no later than November 23, 2015.

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Plaintiff shall file its response, also not to exceed 10 pages, by no later than December 8, 2015.

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The hearing on the motion set for December 4, 2015 is HEREBY VACATED and may be

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reset only by further order of the Court. The initial case management conference set for

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December 11, 2015 is HEREBY VACATED and, if the matter is not transferred, shall be reset by

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further order of the Court.

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IT IS SO ORDERED.

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For the Northern District of California

United States District Court

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Dated: November 9, 2015
JEFFREY S. WHITE
UNITED STATES DISTRICT JUDGE

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