53 Cal.App.5th 632
Cal. Ct. App.2020Background
- Brembo S.p.A., an Italian corporation, and T.A.W. Performance, LLC (TAW) executed a five-year exclusive distribution agreement (U.S./Canada/Mexico territory) with New York choice-of-law and exclusive New York forum-selection clauses.
- TAW moved its principal place of business to North Carolina before the 2014 agreement; Brembo shipped products to TAW in North Carolina.
- Brembo gave one-year termination notice in 2016; both parties filed litigation in New York (Brembo’s suit remained pending).
- In 2018 TAW filed a separate suit in California claiming wrongful termination and Franchise Act violations; Brembo moved to quash service for lack of personal jurisdiction.
- The trial court granted the motion to quash, denied TAW’s discovery requests, and later denied TAW’s motion for reconsideration. The Court of Appeal affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction (general & specific) | Brembo purposefully availed of California by contracting with a California entity, profiting from millions in California resales, marketing/warranties directed at CA, and forum clause invalid under Franchise Act | Brembo is an Italian company with HQ in Italy, not doing business in CA, shipped to NC, and parties agreed New York forum and law; insufficient minimum contacts with CA | No general or specific jurisdiction. Quash affirmed. |
| Discovery to establish jurisdiction | Discovery into Brembo–Brembo NA ties, California employees, invoices, emails would likely uncover jurisdictional facts | Discovery irrelevant to specific-jurisdiction issue and not likely to change result; trial court discretion | Denial of discovery affirmed; no abuse of discretion. |
| Reconsideration based on newly produced documents/deposition | Newly produced emails, invoices, warranties, and deposition testimony show Brembo’s CA contacts and misleading statements — justify reconsideration | Evidence was not truly new, was available earlier, or is immaterial; trial court properly exercised discretion | Denial of reconsideration affirmed; evidence did not compel reconsideration. |
| Relevance of Franchise Act / forum-selection clause | Franchise Act renders forum-selection clause void, so New York clause should be disregarded for jurisdictional analysis | Forum-selection and choice-of-law clauses are relevant and reinforce lack of purposeful availment by Brembo | Court rejected TAW’s reliance; forum-selection clause and choice-of-law are relevant in assessing foreseeability and support lack of jurisdiction. |
Key Cases Cited
- International Shoe Co. v. Washington, 326 U.S. 310 (establishes minimum-contacts due process test for personal jurisdiction)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (general jurisdiction requires affiliations making defendant "essentially at home")
- Daimler AG v. Bauman, 571 U.S. 117 (limits general jurisdiction primarily to place of incorporation and principal place of business)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (purposeful availment, fair warning, and relevance of forum-selection provisions)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (defendant must reasonably anticipate being haled into forum; foreseeability limits)
- Hanson v. Denckla, 357 U.S. 235 (unilateral activity of forum residents insufficient to confer jurisdiction)
- Shaffer v. Heitner, 433 U.S. 186 (applicability of forum law does not alone establish jurisdiction)
- Pavlovich v. Superior Court, 29 Cal.4th 262 (California framework for analyzing specific jurisdiction and relatedness)