UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

CIVIL MINUTES -- GENERAL

Case No. CV 20-3238-JFW(MAAx) Date: April 21, 2020 Title: To Be Limited Partnership -v- Jude Hudson et al

PRESENT:

HONORABLE JOHN F. WALTER, UNITED STATES DISTRICT JUDGE

Shannon Reilly None Present Courtroom Deputy Court Reporter

ATTORNEYS PRESENT FOR PLAINTIFFS: ATTORNEYS PRESENT FOR DEFENDANTS:

None None

PROCEEDINGS (IN CHAMBERS): ORDER TO SHOW CAUSE WHY THIS ACTION

SHOULD NOT BE DISMISSED PURSUANT TO FORUM

SELECTION CLAUSE

On April 7, 2020, Plaintiff To Be Limited Partnership (“Plaintiff”) filed a Complaint, and on April 20, 2020, filed a First Amended Complaint against Defendants Jude Hudson and Rosalie Hudson and nominal Defendants Paragon Technology & Development, Inc. and Gatsby Enterprises, Inc. The Court tentatively concludes that the allegations in the First Amended Complaint in large part arise out of the transactions evidenced or contemplated by the Amended and Restated Promissory Note attached as Exhibit A to the First Amended Complaint. See First Amended Complaint at ¶¶ 16, 17, 19, 23, 24, 25, 26, 30, 31, and 32. The Amended and Restated Promissory Note contains a broad forum selection clause which provides: Borrower [Paragon Technology & Development, Inc. and Gatsby Enterprises, Inc.] and Lender [To Be Limited Partnership] hereby expressly agree that in the event any actions or other legal proceedings are initiated by or against Borrower or Lender involving any alleged breach of failure by any party to pay, perform or observe any sums, obligations, or covenants to be paid, performed or observed by it under this Note or the Pledge Agreement, or involving any other claims or allegations arising out of the transactions evidenced or contemplated by this Note or the Pledge Agreement, regardless of whether such actions or proceedings shall be for damages, specific performance, or declaratory relief or otherwise, such actions or proceedings shall be brought in Los Angeles County, California; and Borrower and Lender hereby submit to the exclusive jurisdiction of the state of California for such purposes and agree that the venue of such actions or proceedings shall properly lie in Los Angeles County, California; and Borrower and Lender hereby waive any and all defenses in such jurisdiction and venue. First Amended Complaint, Ex. A at ¶ 18. The forum selection clause requires that actions involving “allegations arising out of the transactions evidenced or contemplated by [the Amended and Restated Promissory Note]” be filed in California state court, not federal court. Doe 1 v. AOL LLC, 552 F.3d 1077, 1081-82 (9th Cir. 2009) Accordingly, Plaintiff is hereby ordered to show cause, in writing, no later than April 22, 2020 why this action should not be dismissed pursuant to the forum selection clause. No oral argument on this matter will be heard unless otherwise ordered by the Court. See Fed. R. Civ. P. 78; Local Rule 7-15. The Order will stand submitted upon the filing of the response to the Order to Show Cause. Failure to respond to the Order to Show Cause will result in the dismissal of this action.

IT IS SO ORDERED.