Deem, Inc. v. Travelport, LP

Northern District of California, cand-4:2015-cv-03683


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1 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE NORTHERN DISTRICT OF CALIFORNIA 8 9 DEEM, INC., 10 Plaintiff, No. C 15-03683 JSW 11 v. ORDER REQUIRING FURTHER United States District Court BRIEFING RE MOTION TO For the Northern District of California 12 TRAVELPORT, LP and DOES 1-10, TRANSFER 13 Defendants. / 14 15 Now before the Court is the motion to transfer pursuant to 28 U.S.C. § 1404(a) filed by 16 Defendant Travelport, LP ("Defendant"). The hearing on the motion to transfer is set for 17 December 4, 2015 and the motion is fully briefed. 18 Plaintiff Deem, Inc. ("Plaintiff") filed a Complaint with three causes of action for 19 violations of: (1) breach of contract for failure to negotiate; (2) promissory estoppel; (3) 20 negligent misrepresentation. According to the allegations in the Complaint, which must be taken 21 as true at this procedural posture, Defendant violated the terms of a Letter Agreement to 22 negotiate a settlement of disputes between the parties in good faith. The relationship between 23 the parties is governed by a series of contracts, noticeable to the Court. The parties' multiple 24 agreements are attached to the Declaration of Elinor H. Murorova. 25 The Complaint explicitly sets out that the basis of the relationship between the parties is 26 premised upon the foundation of three separate written agreements: (1) the February 10, 2011 27 Integration and Revenue Sharing Agreement between Travelport and Global Ground 28 Automation, Inc. (attached as Exhibit F); (2) the September 21, 2010 Web Services Agreement 1 between Travelport and Global Ground Automation, Inc. (attached as Exhibit B); and (3) the 2 April 11, 2000 Galileo Services Display and Reservations Agreement between Galileo 3 International, LLC and Saturn Internet Reservations Systems, Inc. (attached as Exhibit A). (See 4 Complaint at ¶ 7.) Plaintiff designates these three agreements collectively as the "Deem Ground 5 Agreements" and describes the parties as having "had an existing relationship pursuant" to these 6 Agreements. (See id.) 7 The Court may take judicial notice of these Agreements as they form the basis upon which 8 the Complaint is premised and no party has disputed the authenticity of the agreements. See 9 Parrino v. FHP, Inc., 146 F.3d 699, 705 (9th Cir. 1998) (holding that the court may consider 10 documents outside of the complaint where the contents of the documents "are alleged in the 11 complaint and whose authenticity no party questions."). However, the three foundational United States District Court For the Northern District of California 12 agreements – as identified by Plaintiff – which appear before the Court designate Illinois as both 13 the choice of law and venue in the April 2000 Agreement (Murorova Decl., Ex. A at ¶ 23), no 14 specific choice of law or venue (Murorova Decl., Ex. B at 5), and California law with no specific 15 venue designation in the February 2011 Agreement (Murorova Decl., Ex. F at ¶ 16(D)). The 16 Service Order, however, integrates three other agreements which it states form the basis of the 17 parties' agreements. These documents designate Georgia as choice of law and venue. (See 18 Murorova Decl., Ex. C at ¶ 29, Ex. D at ¶ 24, and Ex. E at ¶ 14.) 19 The Court is inclined to transfer this matter to the venue agreed upon by the parties, but as 20 the record is unclear, it is not possible to discern that appropriate venue or choice of law analysis. 21 It is clear that the Letter Agreement upon which Plaintiff premises its breach of contract claims – 22 which does not designate a choice of law or venue – must rely upon the foundational agreements 23 between the parties. It is, however, unclear which specific documents constitute the foundational 24 agreements between the parties and, accordingly, what venue and choice of law provisions those 25 contracts designate to resolve this dispute. 26 Accordingly, the Court HEREBY ORDERS that the parties submit the agreed-upon 27 foundational agreements for the Court's review and highlight the choice of law and venue 28 designations in each foundational contract. As Travelport bears the burden of demonstrating that 2 1 transferring venue is appropriate, Defendant shall first submit its analysis of the foundational 2 documents supporting its theory of the contractual relationship between the parties. This 3 submission shall not exceed 10 pages and shall be filed no later than November 23, 2015. 4 Plaintiff shall file its response, also not to exceed 10 pages, by no later than December 8, 2015. 5 The hearing on the motion set for December 4, 2015 is HEREBY VACATED and may be 6 reset only by further order of the Court. The initial case management conference set for 7 December 11, 2015 is HEREBY VACATED and, if the matter is not transferred, shall be reset by 8 further order of the Court. 9 IT IS SO ORDERED. 10 11 Dated: November 9, 2015 United States District Court JEFFREY S. WHITE For the Northern District of California 12 UNITED STATES DISTRICT JUDGE 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3