ORDER AND REASONS
Dеfendant In-N-Out Burgers, a California corporation, moves to dismiss plaintiffs’ complaint for declaratory judgment, breach of contract and state law violations for lack of personal and subject matter jurisdiction under Federal Rule of Civil Procedure 12(b)(1) and 12(b)(2) and on abstention grounds. Plaintiffs oppose the motion. For the following reasons, the Court GRANTS defendant’s motion.
I. BACKGROUND AND PROCEDURAL HISTORY
Plaintiffs DNH, L.L.C., N-N-Out III, L.L.C. and N-N-Out Discount Market, L.L.C., all d/b/a N-N-Out Discount Market, are Louisiana corporations who operate convenience stores coupled with gas stations at three locations in Louisiana under the trade name “N-N-Out Discount Market.” Defendant In-N-Out Burgers is a corporation organized under and with its principal place of business in California. In-N-Out Burgers operates restaurants in the states of California, Nevada and Arizona, under the mark “In-N-Out.” Defendant has registered that mark and other similar marks with the United States Patent and Trademark Office.
In 2004, defendant learned that plaintiffs were using the trade name “In-N-Out Discount Market.” On March 30, 2004, defendant sent plaintiffs a letter informing plaintiffs that their unauthorized use of thе name “In-N-Out Discount Market” constituted infringement of defendant’s trademarks. (Def.’s Mot. to Dismiss, Ex. A to Decl. of Sarah Brown). Defendant requested that plaintiffs phase out use of the infringing name and any other confusingly similar designation.
(Id.).
On July 26, 2004, the parties settled the dispute without litigation by entering a settlement
On March 8, 2005, defendant sent a second letter to plaintiffs, alleging that plaintiffs had failed to comply with the agreement. (Id., Ex. C to Brown Deck). Defendant asserted that plaintiffs were violating the agreement by continuing to use “In and Out” signage inside their business and by using outside signage that reads “N-N-Out.” (Id.). Defendant demanded full cоmpliance with the agreement and stated that, if it did not receive proof of compliance by March 15, 2005, it would sue plaintiffs in California under paragraph 5 of the agreement for injunc-tive relief, attorneys’ fees and costs. (Id.).
Defendant sent a third letter to plaintiffs’ counsel on March 22, 2005, memorializing plaintiffs’ representation by telephone thаt they had removed the interior signage. (Id., Ex. D to Brown Deck). Defendant’s letter urged plaintiffs to comply with the terms of the parties’ agreement and reiterated defendant’s threat to sue under paragraph 5 of the agreement. (Id.).
A few days later, on March 25, 2005, plaintiffs sued defendant in this Court, seeking a declaratory judgment that plaintiffs’ use of the trade name “N-N-Out Disсount Market” does not infringe defendant’s federally registered marks. (Pis.’ Compl. at ¶ 1). Plaintiffs ground jurisdiction on 28 U.S.C. § 1338, which gives the Court original jurisdiction over civil actions arising under federal statutes relating to trademarks and over claims of unfair competition when they are joined with a substantial and related claim under the trademark laws. 28 U.S.C. § 1338. Plaintiffs request a declaratory judgment under 28 U.S.C. § 2201 that them use of the “NN-Out Discount Market” mark does not infringe defendant’s marks. Plaintiffs also sue for breach of the settlement agreement, alleging that the agreement permits the use of the letters “N-N” together. Finally, plaintiffs allege that defendant violated the Louisiana Unfair Trade Practices Act, abused its right in violation of Louisiana law, and breached its duty under Louisiana Civil Code Article 2315.
On May 16, 2005, defendant sued plaintiffs in California state court for breach of the settlement agreement and for an injunction requiring plaintiffs to comply with the terms of the agreement, or, in the alternative, for specific performance of the agreement. (Def.’s Request for Judicial Notice, Ex. A at 7-11).
Defendant now moves tо dismiss plaintiffs’ complaint in this Court. Defendant asserts that the Court may not properly exercise personal jurisdiction over it, that the Court lacks subject matter jurisdiction, and that, in the alternative, the Court should exercise its discretion to abstain
II. DISCUSSION
A. Personal Jurisdiction
When a nonresident defendant moves the сourt to dismiss for lack of personal jurisdiction, the plaintiff bears the burden to show that personal jurisdiction exists.
Stuart v. Spademan,
A court has personal jurisdiction over a nonresident defendant if (1) the forum state’s Long-Arm Statute confers personal jurisdiction over that defendant, and (2) the forum state’s exercise of jurisdiction complies with the Due Process Clause of the Fourteenth Amendment.
See Latshaw v. Johnston,
The minimum contacts analysis asks whether the nonresident defendant purposefully availed himself of the benеfits and protections of the forum state, thereby establishing “minimum contacts” with that forum state.
Wilson v. Belin,
1. Specific Jurisdiction
Plaintiffs argue that defendant has minimum contacts with Louisiana sufficient to warrant specific personal jurisdiction because defendant threatened to sue plaintiffs, 'entities located -in Louisiana, in three letters and various phone calls and also negotiated the settlement agreement with them. These are the only contacts that arguably relate to plaintiffs causes of
Courts have repeatedly held, however, that cease-and-desist letters are insufficient to confer specific personal jurisdiction, because “[principles of fair play and substantial justice afford [a party] sufficient latitude to inform others of its ... rights without subjecting itself to jurisdiction in a foreign forum.”
Compana, LLC v. Emke,
No. 3-03-CV-2372-M,
Here, the only other activity that defendant undertook that is related to plaintiffs’ claims is the negotiation of the settlement agreement. The Fifth Circuit has observed, however, that “merely contracting with a resident of the forum state is insufficient to subject the nonresident to the forum’s jurisdiction.”
See, e.g., Holt Oil & Gas Corp. v. Harvey,
2. General Jurisdiction
Next, plaintiffs argue that the Court has general personal jurisdiction over defendant because of the unrelated contacts defendant has with Louisiana. The Court must examine the nature of all of defendant’s contacts with Louisianа to determine whether they constitute the kind of continuous and systematic contacts required to satisfy due process.
See Helicopteros Nacionales,
These contacts are not the kind of systematic and continuous activities in the forum state that would support the exercise of general jurisdiction.
Submersible Systems, Inc.,
Finally, the Court rejects any suggestion that defendant has impliedly consented to jurisdiction in this Court by entering the settlement agreement, which states that “[a]ny failure to comply with this Settlement Agreement may be enforced in any Federal and/or State Court,” аnd that “California is an acceptable forum to resolve any dispute.” It is true that a litigant may give express or implied consent to the personal jurisdiction of a court “through a variety of legal arrangements.”
PaineWebber Inc. v. The Chase Manhattan Private Bank,
It would stretch this already strained logic beyond the breaking point to conclude that [defendant], a foreign corporation with no other meaningful connection to [the forum], impliedly consented to the jurisdiction of [this Court] by entering into an ... agreement that does not ... designate a geographic location more specific than the entire United States of America.
See id. at 463-64. The Court will not torture the settlement agreement to find a consent to nationwide jurisdiction.
3. Additional Discovery on Personal Jurisdiction
Plaintiffs assert that, if the Court finds that personal jurisdiction does not exist in this case, they should be allowed to conduct additional discovery regarding defendant’s contacts with Louisiana. Plaintiffs base their request on evidence that three companies registered in Louisiana and using “In-N-Out” as a trade name have become voluntarily inactive. (Pis.’ Opp. to Def.’s Mot. to Dismiss, Ex. C). Plaintiffs intimate that defendant may be responsible for the inactive status of these companies, which would indicate that defendant has had additional contacts with Louisiana in the past. (Pls.’ Opp. to Def.’s Mot. to Dismiss at 8).
The Court rejects plaintiffs’ request for additional discovery. “[Discovery on matters of personal jurisdiсtion ... need not be permitted unless the motion to dismiss raises issues of fact.”
Kelly v. Syria Shell Petroleum Dev. B.V.,
B. Defendant’s Other Arguments
Because the Court has determined that personal jurisdiction is lacking in this case, it need not proceed to examine the remainder of defendant’s arguments in favor of dismissal.
III. CONCLUSION
For the foregoing reasons, the Court GRANTS defendant’s motion to dismiss for lack of personal jurisdiction.