J.G. v. Rustic Pathways, LLC

[3] 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 SAN JOSE DIVISION [7] 8 J. G., individually and on behalf of JANE Case No. 22-cv-05666-EJD DOE, an individual, 9 ORDER GRANTING DEFENDANTS Plaintiff, RUSTIC PATHWAYS, LLC AND 10 SABOT FAMILY COMPANIES’ v. MOTION TO DISMISS FIRST 11 AMENDED COMPLAINT RUSTIC PATHWAYS, LLC, et al., [12] Defendants. 13 Re: ECF No. 60 [14] 15 Plaintiff J.G. (“Plaintiff”) filed this action on September 30, 2022, alleging that her 16 daughter (“Jane Doe”) attended a student travel program hosted by Defendant Rustic Pathways, 17 LLC (“Rustic”) in July 2021, and that a fellow program member repeatedly groped and sexually 18 assaulted Ms. Doe during the program. See Compl., ECF No 3. On March 21, 2023, Plaintiff 19 filed the operative First Amended Complaint (“FAC”) against Rustic, its parent company Sabot 20 Family Companies (“Sabot” and, with Rustic, “Defendants”), and three individual defendants who 21 have since been dismissed from this action. See FAC, ECF No. 39; see also Not. Vol. Dismissal, 22 ECF No. 74. Now pending before the Court is Defendants’ motion to dismiss the FAC (the 23 “Motion”) for improper venue and failure to state a claim, or in the alternative to transfer venue to 24 the Northern District of Ohio based on a forum selection clause. See Mot., ECF No. 60. The 25 Court finds the Motion suitable for decision without oral argument pursuant to Civil Local Rule 726 1(b) and GRANTS the Motion for the reasons below. [27] 1 I. BACKGROUND 2 A. Factual Allegations 3 Unless otherwise noted, the following allegations are taken from the FAC. 4 1. Parties 5 Plaintiff brings this action on behalf of herself and her daughter, Ms. Doe, who was a 6 minor at the time of the alleged incidents and when Plaintiff instituted the action. See FAC ¶ 14. 7 Plaintiff and Ms. Doe are Pennsylvania residents. Id. ¶¶ 12, 14. 8 Rustic is a student travel company founded in 1983 that claims to have been operating 9 student travel programs for more than three decades. See id. ¶¶ 15, 21. It is incorporated in 10 Delaware and headquartered in Mentor, Ohio. Id. ¶ 12. Sabot is a holding company that owns 11 and operates a family of businesses, including Rustic. See id. ¶ 16. Sabot is incorporated in 12 Delaware and headquartered in Stanford, California. Id. ¶ 12. 13 2. Underlying Events 14 In July 2021, Ms. Doe, then 16 years old, participated in an overseas “Marine Life and 15 Coastal Restoration” trip operated by Rustic. See FAC ¶¶ 2, 7. Prior to the trip, Plaintiff and Ms. 16 Doe signed an “onboarding packet” constituting the agreements between them and Rustic related 17 to the trip. See Mot. 3; see also Decl. of Shayne Fitz-Coy in Supp. of Mot. (“Fitz-Coy Decl.”) ¶ 6, 18 ECF No. 60-1; id. at Exh. A (“Onboarding Packet”), ECF No. 60-2.1 Multiple documents in the 19 Onboarding Packet, including one document titled “Participation Agreement,” ECF No. 60-2, at 20 2–4, and another titled “Student Travel Enrollment Terms and Conditions,” id. at 5–7, state that 21 any legal action must be filed in state court in Lake County, Ohio, and that Ohio state court will be 22 the “sole jurisdiction and venue for any legal proceeding relating to or arising out of” the program. 23 Onboarding Packet 4, 7.2 [24] 25 1 Plaintiff objects to the consideration of the Onboarding Packet in connection with Defendants’ Rule 12(b)(6) arguments. See Opp’n 3. Defendants filed a request for judicial notice of the 26 Onboarding Packet concurrently with their Reply. See Req. Jud. Not., ECF No. 66-1. Because the Court does not reach Defendants’ Rule 12(b)(6) arguments, DENIES AS MOOT the request. [27] 2 For simplicity, this order will cite only to the clause within the Participation Agreement. 1 While Ms. Doe was on the trip, an older male participant on the trip repeatedly groped and 2 assaulted her. See FAC ¶¶ 6, 25–38. Although Ms. Doe reported her experiences to Defendants’ 3 management and staff, the management and staff members failed to take any reasonable measure 4 to protect Ms. Doe from harassment and bullying. See id. ¶¶ 39–54. Ms. Doe spent the entire trip 5 “in a heightened and constant state of fear for her physical safety as a result of not only [the male 6 participant’s] repeated assaultive conduct, but also the subsequent bullying and threats of harm by 7 other students that she faced as a result of the victim-shaming culture engendered” by Rustic. Id. ¶ 8 52. Rustic did not notify Plaintiff or any parents about the inappropriate conduct, and ignored 9 multiple of Plaintiff’s requests for information during and after the trip. See id. ¶¶ 56–59. 10 Plaintiff and Ms. Doe eventually identified the individual they believed had assaulted Ms. Doe, 11 and Rustic provided information to confirm the individual’s identify during the course of this 12 litigation. See FAC ¶ 59. 13 B. Procedural History 14 Plaintiff instituted this action in this District in September 2022, asserting claims against 15 Defendants and unknown individuals, including the older male participant who allegedly assaulted 16 Ms. Doe and his parents. See Compl. Defendants moved to dismiss the Complaint in November 17 2022, and the hearing was set for April 2023. See ECF No. 23. On March 20, 2023, the Court 18 granted Plaintiff’s unopposed administrative motion to amend the complaint with the true names 19 of three individual defendants, i.e., the other participant and his parents. See ECF No. 38. 20 Plaintiff filed the FAC on March 21, 2023. See FAC. The Court heard oral argument on 21 Defendants’ motion to dismiss the Complaint in April 2023, and the parties repeatedly stipulated 22 to continue the scheduled case management conference and to extend time for the individual 23 defendants to respond to the Complaint. See ECF Nos. 46, 50, 51, 53. The Court then issued an 24 order to show cause why Defendants’ motion to dismiss the original complaint should not be 25 terminated without prejudice and, after reviewing Defendants’ response, so terminated the motion. 26 See ECF Nos. 56–58. Defendants and the individual defendants subsequently filed separate [27] 1 motions to dismiss the FAC. See Mot.; see also ECF No. 61.3 Plaintiff filed an opposition to the 2 Motion, see Opp’n, ECF No. 64, and Defendants filed a reply, see Reply, ECF No. 66. The Court 3 took the Motion under submission without oral argument pursuant to Civil Local Rule 7-1(b). 4 Pursuant to the Court’s request, the parties each subsequently filed a supplemental brief clarifying 5 their arguments as to venue given the forum selection clause in favor of Ohio state court. See 6 Defs.’ Suppl. Br. (“Suppl. Reply”), ECF No. 77; Pls.’ Suppl. Br. (“Suppl. Opp’n”), ECF No. 78. 7 II. LEGAL STANDARDS 8 A. Venue 9 1. Dismissal Under Forum Non Conveniens Doctrine 10 “[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign 11 forum is through the doctrine of forum non conveniens,” which carries a remedy of “outright 12 dismissal.” Atl. Marine Constr. Co., Inc. v. U.S. D. for W.D. of Tex., 571 U.S. 49, 60 (2013). The 13 threshold step of the analysis is to determine the validity of the forum selection clause. See id. at 14 62 n.5 (“Our analysis presupposes a contractually valid forum-selection clause.”). Under federal 15 law, “[f]orum selection clauses are prima facie valid.” Manetti-Farrow, Inc. v. Gucci Am., Inc., [16] 858 F.2d 509, 514 (9th Cir. 1988) (citing M/S Bremen v. Zapata Off–Shore Co., 407 U.S. 1 , 15 17 (1972)); see also In re Becker, 993 F.3d 731 , 732 (9th Cir. 2021) (“Forum selection clauses are 18 valid except in the rarest cases.”) (citation omitted).4 A party challenging the validity of a forum 19 selection clause “bears a ‘heavy burden of proof’” and “must ‘clearly show that . . . the clause was 20 invalid for such reasons as fraud or over-reaching.’” Murphy v. Schneider Nat’l, Inc., 362 F.3d 21 1133, 1140 (9th Cir. 2004) (quoting M/S Bremen, 407 U.S. at 15 ). [23] 3 The individual defendants’ motion to dismiss the FAC was terminated as moot upon Plaintiff’s 24 notice of voluntarily dismissal of these defendants. See Not. Voluntary Dismissal. 25 4 Although the Participation Agreement states that it is exclusively governed by “Ohio substantive law (without regard to its ‘conflict of laws’ rules),” Participation Agr. 3, the “federal procedural 26 issues raised by forum selection clauses significantly outweigh the state interests, and the federal rule announced in [M/S] Bremen controls enforcement of forum clauses in diversity cases.” 27 Manetti-Farrow, 858 F.2d at 513 (citing Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 33 (1988) (Kennedy, J., concurring)). 1 “When a valid forum-selection clause is at issue, the conventional forum non conveniens 2 analysis”—which normally requires balancing public and private interests—“is modified in three 3 ways.” Adema Techs., Inc. v. Wacker Chem. Corp., 657 F. App’x 661 , 662–63 (9th Cir. 2016) 4 (citing Atl. Marine, 571 U.S. at 62–66 & 66 n.8). Namely, (1) the plaintiff bears the burden of 5 showing why the forum selection clause should be disregarded; (2) the court considers only public 6 interest factors weighting against dismissal; and (3) the preselected forum need not apply the law 7 of the forum in which the plaintiff initiated the action. See id. at 663 (citing Atl. Marine, 571 U.S. 8 at 62–66). Because public interest factors alone “will rarely defeat” a motion to enforce a forum 9 selection clause, the “practical effect is that forum-selection clauses should control except in 10 unusual cases” where there are “extraordinary circumstances unrelated to the convenience of the 11 parties.” Atl. Marine, 571 U.S. at 62, 64; see also DePuy Synthes Sales, Inc. v. Howmedica 12 Osteonics Corp., 28 F.4th 956, 962 (9th Cir. 2022) (“[F]orum-selection clauses . . . should be 13 enforced unless ‘enforcement would be unreasonable and unjust.’”) (quoting M/S Bremen, 407 14 U.S. at 15). 15 In determining whether such extraordinary circumstances exist, courts look to the factors 16 identified by the Supreme Court’s pre-Atlantic Marine decision in M/S Bremen, including whether 17 enforcement would contravene a strong public policy of the forum where the plaintiff initiated the 18 action and whether enforcement would effectively deprive the plaintiff of her day in court. See 19 Sun, 901 F.3d at 1088.5 Courts may also consider the public interest factors of the traditional 20 forum non conveniens analysis where no forum selection clause is present, including “the 21 administrative difficulties flowing from court congestion; the local interest in having localized 22 controversies decided at home; [and] the interest in having the trial of a diversity case in a forum 23 that is at home with the law.” Atl. Marine, 571 U.S. at 62 n.6, 64; see also Boston [25] 5 M/S Bremen also held that enforcement is improper if a forum selection clause is invalid due to 26 fraud or overreaching, which the Court includes in its threshold validity analysis. See Rostami v. Hypernet Inc., No. 22-cv-01813, 2023 WL 2177262 , at *3 n.5 (N.D. Cal. Mar. 29, 2023) (noting 27 Ninth Circuit’s distinction between validity and enforceability analyses of forum selection clauses in DePuy Synthes Sales, Inc. v. Howmedica Osteonics Corp., 28 F.4th 956 (9th Cir. 2022)). 1 Telecommunications Grp., Inc. v. Wood, 588 F.3d 1201, 1211 (9th Cir. 2009) (describing public 2 interest factors of “(1) the local interest in the lawsuit, (2) the court’s familiarity with the 3 governing law, (3) the burden on local courts and juries, (4) congestion in the court, and (5) the 4 costs of resolving a dispute unrelated to a particular forum”) (citation omitted). 5 2. Transfer Under 28 U.S.C. § 1404 (a) 6 Under § 1404(a), a district court may, “[f]or the convenience of parties and witnesses, in 7 the interest of justice . . . transfer any civil action to any other district or division where it might 8 have been brought or to any district or division to which all parties have consented.” 28 U.S.C. § 9 1404(a). Where there is no forum selection clause favoring a particular federal district, “a court 10 considering a § 1404(a) motion . . . must evaluate both the convenience of the parties and various 11 public-interest considerations.” Atl. Marine, 571 U.S. at 62. Courts consider, for example: 12 (1) the location where the relevant agreements were negotiated and executed, 13 (2) the state that is most familiar with the governing law, (3) the plaintiff’s choice of forum, 14 (4) the respective parties’ contacts with the forum, (5) the contacts relating to the plaintiff’s cause of action in the chosen 15 forum, (6) the differences in the costs of litigation in the two forums, 16 (7) the availability of compulsory process to compel attendance of unwilling non-party witnesses, and 17 (8) the ease of access to sources of proof. 18 Jones v. GNC Franchising, Inc., 211 F.3d 495 , 498–99 (9th Cir. 2000) (citations omitted). The 19 moving party bears the burden of showing that transfer is warranted, and the district court 20 exercises its discretion to adjudicate § 1404(a) motions “according to an ‘individualized, case-by21 case consideration of convenience and fairness.” Id. at 498. 22 B. Failure to State a Claim 23 Federal Rule of Civil Procedure 8(a) requires that a complaint contain “a short and plain 24 statement of the claim showing that the pleader is entitled to relief[.]” Fed. R. Civ. P. 8(a)(2). 25 Federal Rule of Civil Procedure 12(b)(6) accordingly for dismissal of a complaint that fails to state 26 a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). To survive a Rule 27 12(b)(6) motion, a plaintiff must allege “enough facts to state a claim to relief that is plausible on 1 its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is facially plausible 2 when the plaintiff pleads facts permitting the court to “draw the reasonable inference that the 3 defendant is liable for the misconduct alleged,” although the allegations must show “more than a 4 sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662 , 678 5 (2009) (citation omitted). In evaluating a Rule 12(b)(6) motion, the court must accept as true all 6 well-pleaded factual allegations and construe them in the light most favorable to the plaintiff. 7 Reese v. BP Expl. (Alaska) Inc., 643 F.3d 681, 690 (9th Cir. 2011). However, the court need not 8 “accept as true allegations that contradict matters properly subject to judicial notice” or 9 “allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable 10 inferences.” In re Gilead Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008) (internal quotation 11 marks and citations omitted). 12 III. DISCUSSION 13 Defendants move to dismiss the FAC under the doctrine of forum non conveniens or for 14 failure to state a claim, or alternatively to transfer the action to the Northern District of Ohio under [15] 28 U.S.C. § 1404 (a). See Mot. 10–11; Suppl. Reply 1–5.6 Plaintiff opposes dismissal or transfer. 16 See generally Opp’n; Suppl. Opp’n. The Court addresses these arguments in turn. 17 A. Forum Non Conveniens 18 Defendants argue that the FAC must be dismissed because (1) Plaintiff’s claims fall within 19 the scope of the Participation Agreement’s forum selection clause in favor of the state court in 20 Lake County, Ohio; (2) the forum selection clause is valid; and (3) the forum selection clause is 21 enforceable because Plaintiff cannot show that the public interest factors render enforcement 22 unjust or unreasonable. See Mot. 4–5; Suppl. Reply 1–4. Plaintiff counters that the forum 23 selection clause is invalid, and that public interest factors weigh heavily in favor of keeping this 24 action in this district. See Opp’n 6–10; Suppl. Opp’n 3. Plaintiff further argues that even if the [25] 26 6 Defendants initially moved to dismiss the FAC under Federal Rule of Civil Procedure 12(b)(3) and 28 U.S.C. § 1406 (a) for improper venue, rather than under the doctrine of forum non 27 conveniens, but clarified their venue arguments in the supplemental brief. See Mot. 10; Suppl. Reply 1. 1 forum selection clause is valid and enforceable, it applies only to Rustic—and not to Sabot— 2 because only Rustic was known to Plaintiff when she signed the Participation Agreement. See 3 Opp’n 6. The Court turns to each of Defendants’ arguments in turn. 4 1. Scope of Forum Selection Clause 5 The Participation Agreement’s forum selection clause provides that “any legal proceeding 6 must be filed only in the state court located in Lake County, Ohio, which will be the sole 7 jurisdiction and venue for any legal proceeding relating to or arising out of the Program, this 8 Agreement, or otherwise.” Participation Agr. 3. Plaintiff does not dispute that this action arises 9 out of her daughter’s participation in the program contemplated by the Participation Agreement. 10 See generally Opp’n. Plaintiff does, however, argue that her claims against Sabot do not fall 11 within the scope of the forum selection clause because the entity was not “known to, or even 12 contemplated by, J.G. when she signed the Participation Agreement.” Opp’n 6. Defendants 13 respond that this argument is insufficient to meet Plaintiff’s burden of proof to set aside a forum 14 selection clause because (1) Plaintiff cites no legal authority for her argument and (2) a 15 requirement that a forum selection clause be enforceable only against known parties is impractical 16 “considering the multitude of scenarios under which a potential lawsuit could arise out of her 17 contractual agreement with Rustic.” Reply 7. 18 Plaintiff’s argument is unavailing under longstanding Ninth Circuit law. For example, in 19 Manetti-Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509 , 514 & n.5 (9th Cir. 1988), the plaintiff 20 argued that a forum selection clause could only be enforced as to the single defendant—Gucci 21 Parfums—that had signed the contract, and not to various other Gucci-related companies and 22 executives also named as defendants. The Ninth Circuit held that the forum selection clause 23 applied to all defendants, reasoning that “a range of transaction participants, parties and non24 parties, should benefit from and be subject to forum selection clauses,” and that “the alleged 25 conduct of the non-parties [to the contract] is so closely related to the contractual relationship that 26 the forum selection clause applies to all defendants.” Id. at 514 n.5 (citations omitted). The 27 circuit court more recently rejected a similar argument based on the “closely analogous” facts of 1 Manetti-Farrow. See Holland Am. Line Inc. v. Wartsila N. Am., Inc., 485 F.3d 450 , 456 (9th Cir. 2 2007) (holding forum selection clause applied to non-signatory defendants “because any 3 transactions between those entities and [plaintiff] Holland America took place as part of the larger 4 contractual relationship between Holland America and [signatory defendant] Bureau Veritas”). 5 Here, Plaintiff’s claims against Sabot are closely based on her contractual relationship with Rustic, 6 and the forum selection clause must therefore apply to Sabot. The Court also notes that the 7 express terms of the Participation Agreement define the signatory “Rustic Pathways” as “Rustic 8 Pathways LLC, its affiliates, subsidiaries, successors, and related entities, and each of these 9 entities’ organizers, guides, leaders, chaperones, staff, owners, local partners, suppliers, directors, 10 nominees, assigns, designees and any and all other persons or entities associated with it.” 11 Participation Agr. 1. 12 Accordingly, the Court finds that all claims in the FAC fall within the scope of the forum 13 selection clause. 14 2. Validity of Forum Selection Clause 15 Defendants argue that the Participation Agreement’s forum selection clause is valid 16 because such clauses are presumed valid under federal law, and Plaintiff and her daughter both 17 signed the Agreement. See Mot. 4–5. Plaintiff argues that the forum selection clause is invalid 18 due to undue influence, overreaching, and overweening bargaining power because the clause was 19 part of a contract of adhesion where Defendants had superior bargaining strength. See Opp’n 6. 20 Plaintiff argues that she should not be considered to have limited or waived her ability to bring 21 claims against defendants other than Rustic because she could not have reasonably contemplated 22 her claims in this action due to her ignorance of the full scope of the parties and factual 23 circumstances here. Id. at 7. Plaintiff argues that Rustic’s overweening bargaining power is 24 evidenced by the fact that Rustic had full knowledge of the identities of all parties in this action, 25 their relationships, and their potential liabilities at the time the Agreement was signed, and that 26 Rustic “intentionally concealed this information in order to induce J.G. . . . to sign the adhesion 27 agreement.” Id. 1 Plaintiff’s arguments as to invalidity are untenable, and it is telling that Plaintiff does not 2 cite to any supporting case law in making these arguments. See generally Opp’n 6–8. There is no 3 legal support for the proposition that a forum selection clause is invalid unless the signatories are 4 aware of all potential factual scenarios and resulting claims potentially covered by the clause, and 5 no factual support for the assertion that Rustic induced Plaintiff to sign the Participation 6 Agreement and other documents in the Onboarding Packet by intentionally concealing the identify 7 of any entity or individual.7 Lastly, Plaintiff herself admits that a contract of adhesion “in and of 8 itself does not render the provision unconscionable or overreaching.” Opp’n 6–7. 9 Plaintiff has not met her “heavy burden of proof” in challenging the validity of a forum 10 selection clause by “clearly show[ing] that . . . the clause was invalid for such reasons as fraud of 11 overreaching.” Murphy, 362 F.3d at 1140 (9th Cir. 2004) (citation omitted). The Court therefore 12 finds valid the forum selection clause in favor of the state court in Lake County, Ohio. 13 3. Enforceability of Forum Selection Clause 14 Because this case involves a valid forum selection clause in favor of a nonfederal forum, 15 the Court must enforce the clause unless Plaintiff shows that “extraordinary circumstances”— 16 based only on public interest factors—counsel against dismissal for forum non conveniens. 17 Plaintiff initially argued that enforcement of the forum selection clause would require her to 18 pursue her claims in two separate forums—this district and the state court in Ohio—because Ohio 19 may lack subject matter and personal jurisdiction over the three individual defendants, who 20 resided in California. See Opp’n 8–10. Plaintiff argued that such a result would create 21 administrative difficulties, run afoul of the interest in having controversies regarding California 22 citizens resolved in California, and cause grave difficulties and inconvenience and effectively 23 deprive Plaintiff of her day in court. See id. Following Plaintiff’s voluntary dismissal of the three 24 individual defendants, she now argues that the public interest factors of “local interest in the [26] 7 Plaintiff cites her own declaration, see Opp’n 7, but the declaration does not state—nor could 27 it—that Rustic intentionally concealed any identity at the time the Agreement was signed. See Decl. of J.G., ECF No. 64-1. 1 lawsuit” and “the costs of resolving a dispute unrelated to a particular forum” weigh heavily in 2 favor of the Court’s retention of this case because Sabot is domiciled in this district and Rustic 3 solicits students and their families domiciled here, including the dismissed individual defendants. 4 See Suppl. Opp’n 3. Plaintiff further argues that the “costs of resolving this matter in [this] district 5 are lower” because the primary witnesses—the three dismissed defendants—and an individual 6 who is both Rustic’s CEO and Sabot’s co-founder are all found in this district. Id. Defendants 7 counter that no public interest factors disfavor enforcement because Rustic is headquartered in 8 Ohio, Sabot has consented to jurisdiction in Ohio and had no role in this matter, and Plaintiff is a 9 resident of Pennsylvania and thus closer to Ohio than California. See Suppl. Reply 3–4. 10 The Court agrees with Defendants. Of the remaining parties in this action, only Sabot is 11 domiciled in California, so that there is no great local interest in the action in California, and likely 12 greater local interest in Ohio given Rustic’s apparent greater participation in the events underlying 13 this action. Further, although Plaintiff argues that Rustic solicits students and their families 14 domiciled in this state, this circumstance doubtless applies to several states and does not create an 15 “extraordinary” situation suggesting the Court should refuse to enforce the valid forum selection 16 clause. The Court is also unconvinced by Plaintiff’s cursory argument that the case should remain 17 in this district for cost purposes because four likely witnesses reside in California. Plaintiff does 18 not explain why travel costs related to four individuals create an “extraordinary circumstance” that 19 would make enforcement of the forum selection clause unjust or unreasonable, especially as 20 Plaintiff and Ms. Doe are both Pennsylvania residents. See FAC ¶ 12; Opp’n 2. 21 The Court accordingly finds that Plaintiff has not met her burden of showing 22 “extraordinary circumstances” based on which the Court should refuse to enforce the valid forum 23 selection clause. It will therefore grant Defendants’ motion to dismiss for forum non conveniens. 24 B. Defendants’ Other Arguments 25 Because this action will be dismissed for forum non conveniens, the Court need not and 26 does not reach Defendants’ arguments for transfer under 28 U.S.C. § 1404 (a) or dismissal under 27 Federal Rule of Civil Procedure 12(b)(6). 1 IV. CONCLUSION 2 For the foregoing reasons, the Court hereby ORDERS as follows: 3 1. Defendants’ motion to dismiss the FAC is GRANTED on the grounds of forum non 4 conveniens, and Defendants’ remaining requests are DENIED AS MOOT. 5 2. This case is accordingly DISMISSED WITHOUT LEAVE TO AMEND in this 6 district, but WITHOUT PREJUDICE as to Plaintiff's ability to re-file in a proper 7 forum. [8] 9 IT IS SO ORDERED. 10 Dated: May 2, 2024 [11] eM). EDWARD J. DAVILA 13 United States District Judge [16] = 17 Z 18 [27] 28 || Case No.: 22-cv-05666-EJD ORDER GRANTING DEFTS.’ MOT. TO DISMISS