Online Brands, LLC v. SJS Group, LLC

SUPERIOR COURT, STATE OF CALIFORNIA COUNTY OF SANTA CLARA Department 10 Honorable Jeffrey B. El-Hajj Blanca Than, Courtroom Clerk 191 North First Street, San Jose, CA 95113 Telephone: 408-882-2210

DATE: June 30, 2026 TIME: 9:00 A.M. / 9:01 A.M. To contest the ruling, call (408) 808-6856 before 4:00 P.M. Make sure to let the other side know before 4:00 P.M. that you plan to contest the ruling. (Cal. Rules of Court, rule 3.1308(a)(1); Local Rule 8.D.)

**Please specify the issue to be contested when calling the Court and counsel**

Line 4 23CV423336 Online Brands, LLC v. Click LINE 4 or scroll down for ruling. SJS Group, LLC Line 5 23CV427748 Irene Basistei v. Eric Click LINE 5 or scroll down for ruling. Malek et al. Line 6 25CV461535 Danny Perry v. Ford Click LINE 6 or scroll down for ruling. Motor Company et al. Line 7 25CV468969 Joyce Noack v. Ford Click LINE 7 or scroll down for ruling. Motor Company et al.

Calendar Line 4 Case Name: Online Brands LLC v. SJS Group LLC Case No.: 23CV423336

This is an action for breach of contract brought by plaintiff Online Brands LLC (Plaintiff), a Delaware limited liability company, against defendant SJS Group LLC (SJS), a Nevada limited liability company. The underlying complaint, a form complaint, was filed in September 2023 and states a single cause of action for breach of a “CustomCuff Asset Purchase Agreement.” Plaintiff alleges that SJS stopped paying monthly installment payments required by the agreement.

A copy of the agreement is attached to the form complaint as exhibit A. The parties to the agreement are Sellers (Plaintiff; two Wyoming LLCs; CustomCuff LLC; and MB Brands LLC), and SJS identified as the Buyer. Article 10.8 of the agreement states that it is to be governed by California law and that the “parties” consent to jurisdiction in Santa Clara County. The agreement was signed by Theo Meta Hilb as Chief Marketing Officer of Plaintiff; Simon Bjorn-Henriksen as the Chief Executive Officer of both CustomCuff LLC and MB Brands LLC; and Suchi Jain Saxena as founder and Chief Executive Officer of SJS.

SJS filed a verified cross-complaint in April 2024 against Plaintiff, MB Brands LLC, Theo Meta Hilb and Simon Bjorn-Henriksen. The cross-complaint alleges causes of action for: (1) breach of contract (the same asset purchase agreement the complaint is based on); (2) fraud; (3) conversion; (4) cancellation of instruments; (5) unjust enrichment; and (6) unfair business practices. The cross-complaint is verified by Suchi Jain Saxena. SJS later sought and was granted permission to serve the cross-complaint on Theo Meta Hilb and Simon Bjorn- Henriksen by publication. Defaults were taken against them in December 2024. A motion to set aside those defaults was granted in October 2025.

At issue is a motion to quash service of the cross-complaint by Theo Meta Hilb and Simon Bjorn-Henriksen (hereafter, Cross-Defendants). SJS opposes.

REQUEST FOR JUDICIAL NOTICE

SJS has submitted a voluminous request for judicial notice. “Judicial notice may not be taken of any matter unless authorized or required by law.” (Evid. Code, § 450.) A precondition to judicial notice in either its permissive or mandatory form is that the matter to be noticed be relevant to the material issue before the court. (Silverado Modjeska Recreation and Park Dist. v. County of Orange (2011) 197 Cal.App.4th 282, 307.) Evidence Code section 453, subdivision (b), requires a party seeking notice to “[furnish] the court with sufficient information to enable it to take judicial notice of the matter.”

SJS seeks judicial notice of two facts related to telephone area codes and 22 documents. Copies of the documents are attached to the request as exhibits 1-22.

Evidence Code section 452, subdivision (h) does not apply to these documents or purported facts. (Gould v. Md. Sound Indus. (1995) 31 Cal.App.4th 1137, 1145 [“Judicial notice under Evidence Code section 452, subdivision (h) is intended to cover facts which are not reasonably subject to dispute and are easily verified. These include, for example, facts which are widely accepted as established by experts and specialists in the natural, physical, and 10

social sciences which can be verified by reference to treatises, encyclopedias, almanacs and the like or by persons learned in the subject matter.”].) Neither of Plaintiff’s proposed facts are noticeable under Evidence Code section 452, subdivision (g), which requires common knowledge within Santa Clara County. Plaintiff has not provided any information to support the claim. (See Evid. Code § 453, subd. (b).)

Judicial notice of exhibits 1-12 is denied. Evidence Code section 452, subdivision (h), does not apply. And documents and forms prepared by private persons, merely on file with state agencies, are not official acts noticeable under Evidence Code section 452, subdivision (d). (Stevens v. Superior Court (1999) 75 Cal.App.4th 594, 607-608 [applications and supporting documents filed by private parties with Department of Insurance were not official acts of department subject to judicial notice]; Hughes v.

Blue Cross of N. Cal. (1989) 215 Cal.App.3d 832, 856, fn. 2 [Statement of Information, although on file with a government agency, not subject to judicial notice as an official act under subdivision (c) because it was prepared by private parties, not the Secretary of State]; People v. Thacker (1985) 175 Cal.App.3d 594, 598-599 [copies of articles of incorporation, statement by domestic corporation, and notice of issuance of shares were materials prepared by private person, merely on file with state agencies, and not official acts].)

Judicial notice of exhibits 13-22 is also denied. It is not necessary for the court to take notice of the court filings. And court records can generally only be noticed as to their existence and filing dates, which are not relevant to the material issue before the court. (See Oh v. Teachers Ins. & Annuity Assn. of America (2020) 53 Cal.App.5th 71, 79-81 [truth of contents of court records cannot be judicially noticed].) The court orders (exhibits 17, 20, 22) are irrelevant to the material issue before the court here. Contrary to what SJS suggests, exhibits 21 and 22 (a declaration and a court order from the instant case) do not establish an “admission” by Plaintiff that Plaintiff, CustomCuff LLC, or MB Brands LLC are alter egos of the moving Cross-Defendants.

LEGAL STANDARD FOR MOTIONS TO QUASH SERVICE

Code of Civil Procedure section 418.10, subdivision (a)(1) authorizes a defendant to file a motion to quash service of summons “on the ground of lack of jurisdiction of the court over him or her.” (Code Civ. Proc. § 418.10, subd. (a)(1).) California courts “may exercise jurisdiction on any basis not inconsistent with the Constitution of this state or of the United States.” (Code Civ. Proc., § 410.10.) The primary focus of the personal jurisdiction inquiry is the relationship of the defendant to the forum state.

The constitutional touchstone of this inquiry is whether the defendant ‘purposefully established minimum contacts in the forum State. (Rivelli v. Hemm (2021) 67 Cal.App.5th 380, 391 (Rivelli); see also Bristol-Myers Squibb Co. v. Superior Court of Cal., San Francisco Cty. (2017) 582 U.S. 255 (Bristol-Myers) and Burger King Corp. v. Rudzewicz (1985) 417 U.S. 462, 474 (Burger King)].)

“To comport with the constitutional requirements of due process, a California court may assert jurisdiction over a nonresident defendant (who has not consented to suit in the forum) only if the defendant’s minimum contacts with the forum state are ‘such that the maintenance of the suit ‘does not offend the traditional notions of fair play and substantial justice.’’ The minimum contacts test ensures that ‘a defendant will not be haled into a jurisdiction solely as a result of ‘random,’ ‘fortuitous,’ or ‘attenuated’ contacts’ but only ‘where the contacts proximately result from actions by the defendant himself that create a 11

‘substantial connection’ with the forum State.’ Personal jurisdiction under the minimum contacts framework may be either all-purpose (also called ‘‘general’’) or case-linked (also called ‘‘specific’’).” (Rivelli, supra, 67 Cal.App.5th at 391-392, internal citations omitted.)

Specific jurisdiction has three requirements. “First, the defendant must have purposefully availed himself of the privilege of conducting activities in this state, thereby invoking the benefits and protections of California’s laws. Second, the claim or controversy must relate to or arise out of the defendant's forum-related contacts. Third, the exercise of jurisdiction must be fair and reasonable and should not offend notions of fair play and substantial justice. The case-linked jurisdictional analysis is intensely fact-specific.” (Rivelli, supra, 67 Cal.App.5th at 392-393, internal citations omitted.)

“When a nonresident defendant challenges a trial court’s exercise of personal jurisdiction, the plaintiff bears the initial burden to demonstrate facts justifying the exercise of jurisdiction. To meet this burden, a plaintiff must do more than make allegations. A plaintiff must support its allegations with ‘competent evidence of jurisdictional facts. Allegations in an unverified complaint are insufficient to satisfy this burden of proof.’ If the plaintiff makes this showing by a preponderance of the evidence on the first two requirements (i.e., that the defendant has purposefully availed itself of the forum and the plaintiff’s claims relate to or arise out of the defendant’s forum-related contacts), the burden shifts to the defendant to demonstrate that the exercise of jurisdiction would be unreasonable.” (Rivelli, supra, 67 Cal.App.5th at 393, internal citations omitted.)

“Where there is a conflict in the declarations, resolution of the conflict by the trial court will not be disturbed on appeal if the determination is supported by substantial evidence. [Citations.] However, where the evidence of jurisdictional fact is not conflicting, the question of whether a defendant is subject to personal jurisdiction is one of law.” (Elkman v. National States Ins. Co. (2009) 173 Cal.App.4th 1305, 1313 (Elkman); see also Greenwell v. Auto- Owners Ins. Company (2015) 233 Cal.App.4th 783, 789, citing Elkman.)

Arguments made for first time in reply briefs not considered. (Tellez v. Rich Voss Trucking Inc. (2015) 240 Cal.App.4th 1052, 1066 [courts do not consider points raised for the first time in a reply brief]; Golden Door Properties, LLC v. Superior Court (2020) 53 Cal.App.5th 733, 774 [new evidence is not permitted in reply papers unless it is “strictly responsive” to arguments made for the first time in the opposition].) The court has not considered the request for judicial notice submitted with Plaintiff’s reply. The court has considered the declarations from Cross-Defendants submitted with the reply because they respond to opposition arguments.

DISCUSSION

The motion to quash is supported by declarations from both of the individual Cross- Defendants. They assert that they do not reside in California or even in the United States. They contend that neither of them has ever had substantial contacts with California. Both Cross-Defendants also state they have never met any SJS representative in person, and that all of their communications with SJS were telephonic or electronic.

The Cross-Complaint fails to allege any basis for personal jurisdiction over the individual Cross-Defendants. SJS’s argument in its opposition to the motion that the 12

individual Cross-Defendants consented to California jurisdiction by bringing the underlying lawsuit is unpersuasive. Plaintiff Online Brands is the only plaintiff in the underlying lawsuit. SJS’s argument depends entirely on the assertion that Plaintiff (the only entity that filed the complaint) is the alter ego of both individual Cross-Defendants.

The Cross-Complaint’s agency and alter ego allegations are made on information and belief. They are insufficient to meet SJS’s burden to allege alter ego or to show Cross- Defendants’ purposeful availment by a preponderance of the evidence. (Cross-Complaint at ¶¶ 2-10, 12-15, and 17.) Even when it is permissible to allege an ultimate fact on the basis of information and belief, a party cannot simply include the phrase “information and belief” without more. (Gomes v. Countrywide Home Loans, Inc. (2011) 192 Cal.App.4th 1149, 1158- 59.)

To plead an allegation on the basis of information and belief properly, a plaintiff must allege the facts or information that led it to infer or believe the truth of the ultimate factual allegation. (Gomes, supra, 192 Cal.App.4th at pp. 1158-59; see also Brown v. USA Taekwondo (2019) 40 Cal.App.5th 100, 1106 [“where factual allegations are based on information and belief, the plaintiff must allege ‘information that “lead[s] [the plaintiff] to believe that the allegations are true”’”].) Allegations made on information and belief that lack supporting information are not accepted as true.

That the Cross-Complaint is verified does not make the boilerplate alter ego allegations sufficient to support an alter ego theory of liability, or to support SJS’s “consent” theory of specific jurisdiction.

The declaration of Suchi Jain Saxena submitted with the opposition also does not support the alter ego theory. Conclusory statements that Saxena understood that the individual Cross-Defendants controlled Plaintiff, CustomCuff LLC, and MB Brands LLC, or that Saxena “determined” that the individual Cross-Defendants breached an agreement (the asset purchase agreement) that they were not parties to, do not constitute evidence. (Clemens v. American Warranty Corp. (1987) 193 Cal.App.3d 444, 452 [“Under California law, only a signatory to a contract may be liable for any breach.”].)

That both individual Cross-Defendants were officers of the seller entities and had, because of their position as officers, some influence over them, does not support an alter ego theory. Nor does it support a finding that the Cross-Defendants are subject to jurisdiction in California based on the alleged actions of Plaintiff, CustomCuff LLC, or MB Brands LLC. “[A] corporation is regarded as a legal entity, separate and distinct from its stockholders, officers and directors, with separate and distinct liabilities and obligations.” (Sonora Diamond Corp. v.

Superior Court (2000) 83 Cal.App.4th 523, 538 (Sonora).) SJS has not provided any evidence that there was such a unity of interest between either Cross-Defendant and the seller entities that this separation should be disregarded.

SJS’s apparent concern that the seller entities are going out of business does not itself support an alter ego theory or a purposeful availment argument. “The alter ego doctrine does not guard every unsatisfied creditor of a corporation but instead affords protection where some conduct amounting to bad faith makes it inequitable for the corporate owner to hide behind the corporate form. Difficulty in enforcing a judgment or collecting a debt does not satisfy this standard.” (Sonora, supra, 83 Cal.App.4th at 539.) The court also notes that the reply declaration from Cross-Defendant Simon Bjorn-Henriksen (which responds to points made in the opposition) states that Plaintiff Online Brands is an active Delaware LLC.

SJS has also failed to show purposeful availment by either Cross-Defendant. “‘The purposeful availment inquiry ... focuses on the defendant’s intentionality. [Citation.] This prong is only satisfied when the defendant purposefully and voluntarily directs his activities 13

toward the forum so that he should expect, by virtue of the benefit he receives, to be subject to the court’s jurisdiction based on’ his contacts with the forum. [Citation.] Thus, the ‘purposeful availment’ requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of ‘random,’ ‘fortuitous,’ or ‘attenuated’ contacts [citations], or of the ‘unilateral activity of another party or a third person.’ [Citations.]” (Elkman, supra, 173 Cal.App.4th at 1317.)

That Saxena resides in California is irrelevant to establishing purposeful availment by Cross-Defendants. (See Saxena Decl. at ¶ 13.) Saxena is not a party to the asset purchase agreement as a buyer, only SJS is. And SJS is a Nevada LLC, operating out of Las Vegas, Nevada. (Cross-Complaint at ¶ 1.) Even if there was evidence to support an alter ego theory, entering into a contract with SJS would not in itself be evidence of purposeful availment with California as a forum.

SJS’s remaining evidence, consisting of declarations from SJS Counsel Joel Weinberg and from a Caitlyn Williams, does not meet its burden to show by a preponderance of the evidence that either Cross-Defendant (and particularly Theo Meta Hilb) is subject to specific jurisdiction in California. To the extent those declarations raise anything of potential consequence, the court finds the two responding reply declarations from the Cross-Defendants to be more persuasive. (See Elkman, supra, 173 Cal.App.4th at 1313.)

SJS’s request at the end of the opposition for the opportunity to conduct unspecified jurisdictional discovery if the court is inclined to grant the motion is denied. (See Beckman v. Thompson (1992) 4 Cal.App.4th 481, 487 [trial court did not abuse its discretion in denying request for jurisdictional discovery where court “could reasonably conclude further discovery would not likely lead to production of evidence establishing jurisdiction”].) SJS has not demonstrated that further discovery would like lead to production of evidence establishing personal jurisdiction.

SJS has failed to meet its burden to establish through a preponderance of the evidence that either of the moving Cross-Defendants purposefully availed themselves of the privilege of conducting activities in California such that they could be subject to specific jurisdiction in California. It is therefore not necessary for the court to address the second or third prongs of the case-linked/specific jurisdiction analysis. (See Rivelli, supra, 67 Cal.App.5th at 392-393.) The motion to quash is granted as to both moving Cross-Complainants.

CONCLUSION

SJS’s request for judicial notice is denied. Cross-Defendants’ request for judicial notice submitted with their reply has not been considered and is denied.

Cross-Defendants Theo Meta Hilb and Simon Bjorn-Henriksen’s motion to quash service based on lack of personal jurisdiction is granted.

Given the age of this case, the court will hold a trial setting conference with the remaining parties on August 11, 2026, at 11:00 a.m. in Department 10. In advance of the trial setting conference, the parties are ordered to meet and confer to determine two or three trial dates that are nine or 10 months after the trial setting conference.

The court will prepare the order. - oo0oo - 14