Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Superior Merchant Services, LLC v. Kenneth W. Bell

January 27, 2012

SUPERIOR MERCHANT SERVICES, LLC.,
PLAINTIFF,
v.
KENNETH W. BELL, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Honorable B. Lynn Winmill Chief U. S. District Judge

MEMORANDUM DECISION AND ORDER INTRODUCTION

Pending before the Court is Defendants' Motion to Dismiss or Transfer Venue (Dkt. 12). The Motion is fully briefed and at issue. For the reasons expressed below, the Court will deny the Motion to Dismiss under Federal Rules of Civil Procedure 12(b)(2) and (3). The Court will also deny the Motion to Transfer Venue.

BACKGROUND

Plaintiff Superior Merchant Services, LLC ("SMS"), is an Idaho limited liability company with its primary place of business in Bonneville County, Idaho. Compl. ¶ 1. Plaintiffs Shane Fisher and Jeremy Livingston are Idaho residents, as well as members and managers of SMS. Id. Defendants Ken Bell, Brett Bell, Mark Bell, and Christian R. Larsen reside in Davis County, Utah. Id. at ¶¶ 2-5; Def.'s Br. at 5, Dkt. 13. Defendant YKnot Holdings, LLC is a Utah limited liability company with its principal place of business located in Davis County, Utah. Id. Ken Bell, Brett Bell, Mark Bell, and Christian Larsen are the members and managers of Yknot. Compl. ¶ 6; Brett Bell Aff. ¶ 4, Dkt. 13-1.

In mid-2010, SMS and YKnot formed Six Marketing, LLC ("Six Marketing"), a Utah limited liability company with its principal place of business in Davis County, Utah. Compl. ¶ 7. SMS owns a one-third membership interest in Six Marketing, while YKnot owns the other two-thirds. Compl. ¶ 23. In forming Six Marketing, YKnot agreed to contribute internet sales and marketing services, while SMS agreed to contribute merchant processing services. Id. at ¶ 34. Sometime after forming Six Marketing the working relationship between Plaintiffs and Defendants eroded, causing SMS to file this action. Six Marketing is also a named defendant in this suit.

The Plaintiffs' primary cause of action, among other allegations, is for breach of contract. Id. at ¶¶ 77-117. Defendants brought this motion challenging personal jurisdiction and venue. This decision will address each issue in turn.

PERSONAL JURISDICTION LEGAL STANDARD

In a motion to dismiss under Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction, the plaintiff bears the burden of proving jurisdiction is appropriate. Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008). Where, as here, the motion is based on written materials rather than an evidentiary hearing, "the plaintiff need only make a prima facie showing of jurisdictional facts." Id. (internal quotation marks omitted). In such cases, the court only inquires "into whether [the plaintiff's] pleadings and affidavits make a prima facie showing of personal jurisdiction." Caruth v. International Psychoanalytical Ass'n, 59 F.3d 126, 128 (9th Cir. 1995). Although the plaintiff cannot "simply rest on the bare allegations of its complaint," uncontroverted allegations in the complaint must be taken as true. AT&T v. Compagnie Bruxelles Lambert, 94 F.3d 586, 588 (9th Cir. 2000) (internal citations omitted). Conflicts between parties over statements contained in affidavits must be resolved in the plaintiff's favor. Id.; see Bancroft & Masters, Inc. v. Augusta Nat'l, Inc., 223 F.3d 1082, 1087 (9th Cir. 2000) (because the prima facie jurisdictional analysis requires us to accept the plaintiff's allegations as true, we must adopt [the plaintiff's] version of events").

Although there is no federal statute governing personal jurisdiction, the law of the state in which the district court sits applies. See Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 800 (9th Cir. 1990). The Idaho Supreme Court has determined that Idaho's long-arm statute (Idaho Code § 5-514) allows a broader application of personal jurisdiction than permitted under the Due Process Clause of the United States Constitution. See Wells Cargo, Inc. v. Transp. Ins. Co., 676 F.Supp. 2.d 1114, 1119 (D. Idaho 2009). Thus, the Court need only address whether exercising personal jurisdiction comports with due process. Id.

The Court's exercise of personal jurisdiction is consistent with federal due process only if the defendant "has certain minimum contacts with the relevant forum such that maintenance of the suit does not offend traditional notions of fair play and substantial justice." See Yahoo! Inc. v. La Ligue Contre Le Racisme Et L'Antisemitisme, 433 F.3d 1199, 1205 (9th Cir. 2006) (en banc) (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)) (internal quotation marks omitted). The relevant inquiry in this case is whether Defendant's minimum contacts warrant the Court's exercise of specific, rather than general, jurisdiction over Defendant. See Yahoo! Inc., 433 F.3d at 1205.

PERSONAL JURISDICTION ANALYSIS

1. General Jurisdiction

For general jurisdiction to exist over a nonresident, the defendant must engage in "continuous and systematic general business contacts," Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 416 (1984) (citing Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 (1952)), that "approximate physical presence" in the forum state. Bancroft & Masters, Inc. v. Augusta Nat'l, Inc., 223 F.3d 1082, 1086 (9th Cir. 2000).

Defendants rely on the affidavits of Robert Bell, Kenneth Bell, Marc Bell, and Christian Larsen to support their claim that they have never conducted business in Idaho, and thus are not subject to general jurisdiction. Def.'s Br. at 3, Dkt. 13. Plaintiffs' allegation that Six Marketing's "websites are obviously accessible to Idaho residents," and "it is extremely likely that defendants made sales to Idaho residents," does not persuade the Court that Defendants maintain substantial and continuous business operations in Idaho. Pl.'s Resp. at 6, Dkt. 19. Similarly, the Court finds Plaintiffs' "alter ego" argument unpersuasive to establish general jurisdiction. See Id. at 7. Plaintiffs' allegation that Defendants used at least four Idaho-based companies as Six Marketing's alter ego for marketing purposes is largely unsubstantiated. Id.; see also Fisher Aff. ¶¶ 3-5, 13-21, Dkt. 19-1; Livingston Aff. ¶¶ 3- 5, 13-21, Dkt. 19-2. "It is well-established that a parent-subsidiary relationship alone is insufficient to attribute the contacts of the subsidiary to the parent for jurisdictional purposes." Harris Rutsky & Co. Ins. Services, Inc. v. Bell & Clements Ltd., 328 F.3d 1122, 1134 (9th Cir. 2003) (citing Doe v. Unocal Corp., 248 F.3d 915, 925 (9th Cir. 2001)).

Plaintiffs failed to "make a prima facie showing" that the Idaho-base companies are Six Marketing's alter egos, and thus subject to general personal jurisdiction in Idaho. Id. Accordingly, the Court cannot exercise general personal jurisdiction because Defendants do not have "continuous and systematic general business contacts" in Idaho. See Helicopteros Nacionales de Colombia, S.A., 466 U.S. at 416. Because Plaintiffs' allegations are insufficient to ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.