Budget Rent-A-Car System, Inc. v. Budget Rent A Car

MEMORANDUM *

Plaintiff-appellant Budget Rent-A-Car System, Inc. (“Budget”) appeals from the district court’s grant of defendant-appellee Budget Rent-A-Car of Southern California’s (“SOCAL”) motion to dismiss for failure to state a claim upon which relief can be granted pursuant to Fed.R.Civ.P. 12(b)(6). We have jurisdiction over this appeal pursuant to 28 U.S.C. § 1291 , and we affirm. Because the parties are familiar with the facts and procedural history, we do not recite them in detail here.

I

A district court’s dismissal for failure to state a claim pursuant to Fed.R.Civ.P. 12(b)(6) is reviewed de novo. Decker v. Advantage Fund, Ltd., 362 F.3d 593, 595-96 (9th Cir.2004). While review is generally limited to the contents of the complaint, the court may consider documents “properly submitted as part of the complaint,” or documents upon which the complaint “necessarily relies,” and whose “authenticity ... is not contested.” Lee v. City of Los Angeles, 250 F.3d 668, 688 (9th Cir.2001) (citations omitted).

II

The only issue on appeal is whether the agreement between the parties constitutes a “perpetual” contract, i.e., one of “indefinite duration,” and is therefore terminable…