United States District Court, D. Oregon
VEHRS VINEYARD, LLC, an Oregon limited liability company, Plaintiff,
COPPER CANE, a California limited liability company, Defendant.
OPINION AND ORDER
MICHAEL J. MCSHANE UNITED STATES DISTRICT JUDGE.
Vehrs Vineyard (“Vehrs”) alleges that Defendant
Copper Cane breached a written contract concerning the
purchase of grapes. Copper Cane moves to dismiss the claim
pursuant to 28 U.S.C. § 1404(a) and Fed.R.Civ.P.
12(b)(3), alleging improper venue. Def.'s Mot. 2, ECF No.
6. Because the purchase agreement unambiguously reflects that
the parties intended to settle all disputes under the
contract in the Superior Court for the County of Napa,
California, Defendant's Motion to Dismiss, ECF No. 6, is
survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), a
complaint must contain sufficient factual matter that
“state[s] a claim to relief that is plausible on its
face.” Bell Atlantic Corp. v. Twombly, 550
U.S. 544, 570 (2007). A claim is plausible on its face when
the factual allegations allow the court to infer the
defendant's liability based on the alleged conduct.
Ashcroft v. Iqbal, 556 U.S. 662, 663 (2009). The
factual allegations must present more than “the mere
possibility of misconduct.” Id. at 678.
considering a motion to dismiss, the court must accept all
allegations of material fact as true and construe those facts
in the light most favorable to the non-movant. Burget v.
Lokelani Bernice Pauahi Bishop Trust, 200 F.3d 661, 663
(9th Cir. 2000). However, the court is “not bound to
accept as true a legal conclusion couched as a factual
allegation.” Twombly, 550 U.S. at 555. If the
complaint is dismissed, leave to amend should be granted
unless “the pleading could not possibly be cured by the
allegation of other facts.” Doe v. United
States, 58 F.3d 494, 497 (9th Cir. 1995).
initial matter, Copper Cane asks the Court to take judicial
notice of the written contracts underlying the allegations in
the complaint. Def.'s Req. for Judicial Notice, ECF No. 7
(“RJN”). This request is GRANTED. Typically, a
Plaintiff in a breach of contract action attaches the
contract as an exhibit to a complaint. This was not done
here. When considering a motion to dismiss, however, a Court
may take judicial notice of documents which form the basis of
the complaint. See Coto Settlement v. Eisenberg, 593
F.3d 1031, 1038 (9th Cir. 2010). This is
particularly true when there is no real dispute as to the
authenticity of the document. Id.
to the merits of the Motion, the two purchase agreements at
issue in this case each contain a forum selection clause
requiring that all disputes arising from the agreements be
brought in Napa County Superior Court. Def.'s RJN 2, ECF
No. 7-2; Def.'s RJN 2, ECF No. 7-3. Specifically,
paragraph eleven of both purchase agreements states:
11. Governing Law. This Agreement will be construed
in accordance with the laws of the State of California. Any
dispute arising hereunder, subject to Section 9, will be
heard in the Superior Court of the County of Napa.
Id. Courts generally enforce forum selection
agreements except under extraordinary circumstances because
they define the legitimate expectations of the parties as to
where and how disputes will be resolved. See Atl. Marine
Constr. Co., Inc. v. U.S. Dist. Court for the W. Dist. of
Texas, 571 U.S. 49, 63 (2013) (holding that a court must
give a forum selection clause “controlling weight in
all but the most exceptional cases.”). The burden is on
the plaintiff to establish that a transfer to the controlling
forum is unwarranted. Id.
language of the forum selection clause in this case is clear
and unambiguous. Vehrs offers no compelling reason to warrant
a finding that it is unenforceable. While Vehrs now alleges
that an action in Napa County would be inconvenient for Vehrs
and witnesses who live in Oregon, this same fact existed at
the time it agreed to resolve all disputes in California.
See Pl.'s Resp. 2, 4, ECF No. 9.
also fails to convince this Court that the forum selection
clause is unconscionable. Mr. Vehrs has practiced law for
many years and, given the fact that he executed the agreement
with his own signature, cannot credibly rely on his lack of
sophistication or failure to read the contract as a defense.
See Def.'s Reply 2, ECF No. 10; see
also Sutton Decl., Att. 1, ECF No. 12- 1. The fact that
Copper Cane is a larger grape merchant than Vehrs, by itself,
does nothing to change this assessment. See
Pl.'s Resp. 1.
now asserts, despite the facts laid out in the complaint,
that “the subject of this lawsuit is actually an oral
agreement.” Pl.'s Resp. 2. Vehrs requests leave of
the court to amend the complaint to allege an oral agreement
that previously did not seem significant enough to mention in
any detail. See Id. This eureka moment seems no more
than a creative effort to avoid the forum selection clause.
Even if an oral agreement could somehow be separated
factually from the “written contract that encompassed
the years 2015 through 2019, ” ...