Souley Vegan LLC v. Deborah Webb
3:18-cv-07514
| N.D. Cal. | Oct 25, 2019Background
- Souley Vegan (Oakland) sued Souly Vegan Café (Durham) and owners Deborah, Leroy, and Yachidiyel Webb for Lanham Act and California unfair competition claims based on similar trade names.
- Parties negotiated and signed a written Settlement Agreement requiring Webb to stop using “Souly Vegan Café” and to adopt the specific name “SooGood Vegan Café” within 30 days; the agreement contained an exclusive-jurisdiction forum-selection clause (N.D. Cal. or Alameda County state court) waiving objections to personal jurisdiction and venue.
- Webb violated the agreement by continuing to use “Souly Vegan Café” and attempting to adopt a different name; Souley Vegan obtained entry of default and moved to enforce the Settlement Agreement.
- Webb moved to set aside the default (unopposed) and separately moved to dismiss for lack of personal jurisdiction and improper venue (or to transfer); Webb also asserted post hoc defenses to enforcement (undue influence, mistake of fact, mistake of law, and fraud).
- The court granted Webb’s unopposed motion to set aside default, denied her motion to dismiss (finding waiver by the forum-selection clause and by failure to timely raise jurisdiction/venue defenses), and granted Souley Vegan’s motion to enforce the Settlement Agreement because Webb’s contract defenses failed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Webb may avoid N.D. Cal. jurisdiction/venue | Forum-selection clause in the Settlement Agreement waives objections | Clause unenforceable or unreasonable; lack of personal jurisdiction/venue | Court enforces forum-selection clause; denies dismissal (clause valid and Webb made no showing of unreasonableness) |
| Whether Webb waived jurisdiction/venue defenses by failing to raise them earlier | Waiver applies where defenses not raised at first available opportunity | Webb did not timely raise personal jurisdiction/venue in Rule 55(c) motion | Waiver found: Webb failed to assert jurisdiction/venue in her motion to set aside default, so defenses are waived |
| Whether the Settlement Agreement should be summarily enforced despite Webb's undue influence claim | Agreement should be enforced; no material factual dispute | Webb claims undue susceptibility (jet lag, nonparticipation) and coercion | Undue influence rejected: no evidence of required susceptibility or excessive pressure; third-party participation undermines coercion claim |
| Whether mistake (fact/law) or fraud defeats enforcement | Agreement is valid and enforceable | Webb asserts mistake about counsel/terms and fraud re: representation by counsel | Mistake/fraud claims fail: alleged mistakes not material to the bargain; no actionable fraud shown; enforcement granted |
Key Cases Cited
- Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses presumptively valid and enforceable)
- Hoffman v. Blaski, 363 U.S. 335 (1960) (defenses like jurisdiction and venue must be timely raised or are waived)
- American Ass'n of Naturopathic Physicians v. Hayhurst, 227 F.3d 1104 (9th Cir. 2000) (defenses under Rule 12 must be raised at first available opportunity or are waived)
- Callie v. Near, 829 F.2d 888 (9th Cir. 1987) (district courts have equitable power to summarily enforce settlement agreements)
- Odorizzi v. Bloomfield School Dist., 54 Cal. Rptr. 533 (Cal. Ct. App. 1966) (standards for undue influence: undue susceptibility and excessive pressure)