MONSTER ENERGY COMPANY VS. C.H. ROBINSON WORLDWIDE, INC.

Therefore, disqualification of Wesevich under Rule 1.3 is not warranted.

Moving party to give notice.

7. MONSTER ENERGY COMPANY VS. C.H. ROBINSON WORLDWIDE, INC. 2026-01537801 1. MOTION FOR ORDER TO STAY PROCEEDINGS

Defendant C.H. Robinson’s (CHR) Motion to Stay Proceedings is DENIED. Plaintiff’s objections are overruled. Plaintiff’s requests for judicial notice are granted.

The parties dispute the proper forum for this action. CHR argues the Customs Power of Attorney agreement applies and Minnesota is the proper forum. Alternatively, CHR argues Florida is the proper forum because GSDMIA already filed an action regarding the claims in Florida. Monster argues the Warehouse Agreement applies and the proper forum is California.

First, as to the Warehouse Agreement, it is not clear the document is an enforceable contract. The Agreement is unsigned and is labeled “CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY.” However, David Kitashima from CHR sent an email on 1/4/23 to two Monster employees stating there were a “few adjustments to the rates for the Jacksonville warehouse” and those were added “to the attached contract.” (Carver Decl., Ex. 1.) Kitashima further stated the rates would be “valid starting on 2/1/23.” (Carver Decl., Ex. 1.) Kitashima attached the Warehouse Agreement at issue. On 12/5/24, Kitashima sent an email to Monster providing a similar contract for 2025. (Carver Decl., Ex. 3.) The warehouse agreement attached to the 2025 email also has “CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY.”

Formation of a contract requires assent through an offer communicated to the offeree and acceptance communicated to the offeror. (Moorpark v. Moorpark Unified School Dist. (1991) 54 C.3d 921, 930.) Acceptance of a written offer may be oral or manifested through conduct. (Rest.2d, Contracts § 19.) Carver states in his declaration, “[s]tarting February 1, 2023, and throughout 2023, CHR invoiced MEC at the new, adjusted rates for labor and full pallet storage set forth in the January 4, 2023 email and attached Warehouse Agreement ....” (Carver Decl., ¶ 10.) Further, the contract itself provides “[i]n the absence of written acceptance, the act of tendering Goods ... within 30 days from the proposal date shall constitute such acceptance by Depositor.” (ROA 22, Ex. 1.)

CHR argues the contract is unsigned, watermarked as a discussion draft only, has comments in the margins, does not have standard operating procedures, is self-contradicting, and was disavowed by Carver. A contract is not implied-in-fact simply because the acceptance was not manifested through a written signature. (Rest.2d, Contracts § 19.) Further, even though the written terms of the contract had “CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY,” the parties still acted on the terms of the contract.

The fact the parties acted on the terms of the contract manifests the intent to be bound by the contract. CHR provides no authority which states a contract cannot have terms annotated in the margins or requires standard operating procedures. The contract is not self-contradictory; having an arbitration clause and a forum selection clause is common where parties may elect to try a case rather than submit to binding arbitration if they agree to waive arbitration.

Finally, as to Monster disavowing the contract, CHR points to a series of emails on December 6, 2024. In the emails Kitashima sends Carver the updated rates for 2025, to which Carver responds they do not have a contract and intends to vacate the warehouse on December 31, 2024. Kitashima states there was a contract in place since 2021 which was unsigned but they have been utilizing the rates and requested 90 days notice. (Vestal Decl., Ex. 6.) CHR provides no authority which finds a contract void and unenforceable if the party seeking to enforce its terms had previously disavowed the terms. Instead, such failure to follow the terms of the contract would allow for the other party to claim a breach of contract.

As to the POA, its terms do not address disputes related to services for warehousing. The terms and conditions are limited to those related to customs. “Company acts as the ‘agent’ of Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export and security documentation on behalf of Customer and other dealings with Government Agencies, or for arranging for transportation services, both domestically and internationally, or other logistics services in any capacity other than as a carrier.” (Vestal Decl., Ex. 4.)

“In a contract dispute in which the parties’ agreement contains a forum selection clause, a threshold issue in a forum non conveniens motion is whether the forum selection clause is mandatory or permissive. A mandatory clause ordinarily is given effect without any analysis of convenience; the only question is whether enforcement of the clause would be unreasonable. But, if the clause merely provides for submission to jurisdiction and does not expressly mandate litigation exclusively in a particular forum, then the traditional forum non conveniens analysis applies.” (Korman v.

Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 215 (cleaned up).) “When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Id. at 216 (cleaned up).)

Here, the forum selection clause is mandatory because it states the parties waive any right to change venue and CHR has not met its burden of showing the forum selection clause is unreasonable. (ROA 22, Ex. 1.)

2. MOTION FOR ORDER TO STAY PROCEEDINGS

Defendant Seko Worldwide, LLC’s Motion to Stay Proceedings is DENIED. “In a contract dispute in which the parties’ agreement contains a forum selection clause, a threshold issue in a forum non conveniens motion is whether the forum selection clause is mandatory or permissive. A mandatory clause ordinarily is given effect without any analysis of convenience; the only question is whether enforcement of the clause would be unreasonable. But, if the clause merely provides for submission to jurisdiction and does not expressly mandate litigation exclusively in a particular forum, then the traditional forum non conveniens analysis applies.” (Korman v. Princess Cruise Lines, Ltd. (2019) 32 Cal.App.5th 206, 215 (cleaned up).)

Here, the forum selection clause is mandatory because it states the parties waive any right to change venue. (ROA 22, Ex. 1.) Monster argues Seko is bound by the Warehouse Agreement as a third-party beneficiary and agent of CHR and, thus, normal forum non conveniens analysis does not apply here and Seko must show the enforcing the forum selection clause is unreasonable.

“[T]here are ‘six theories by which a nonsignatory may be bound to arbitrate: “(a) incorporation by reference; (b) assumption; (c) agency; (d) veil-piercing or alter ego; (e) estoppel; and (f) thirdparty beneficiary.” ’ ” (Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 300.) “ ‘The California cases binding nonsignatories to arbitrate their claims fall into two categories. In some cases, a nonsignatory was required to arbitrate a claim because a benefit was conferred on the nonsignatory as a result of the contract, making the nonsignatory a third party beneficiary of the arbitration agreement.

In other cases, the nonsignatory was bound to arbitrate the dispute because a preexisting relationship existed between the nonsignatory and one of the parties to the arbitration agreement, making it equitable to compel the nonsignatory to also be bound to arbitrate his or her claim.’ ” (Ibid.)

Here, Seko is a third-party beneficiary to the contract and had performed under the contract and pursuant to the contractual relationship for several years before the dispute arose. “A third party beneficiary is someone who may enforce a contract because the contract is made expressly for his benefit. The test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract.” (Jensen, supra, 18 Cal.App.5th 295, 301 (cleaned up).)

“The rules are the same for third parties who are agents of a party to a contract. An agent for a party to a contract not made with or in the name of the agent is not a real party in interest with standing to sue on the contract. [Citations; see Epic Communications, Inc. v. Richwave Technology, Inc. (2009) 179 Cal.App.4th 314, 334, [agents ordinarily do not have “a cause of action based upon some third person’s violation of its principal’s rights,” and “[w]ithout some breach of a duty owed to him, [the agent] has no power to sue on the principal's claim”].)

An agent acting on behalf of a principal might have standing to sue, however, if the agent has some beneficial interest in the subject matter. For example, an agent has standing to sue where a contract creates obligations for the agent as a fiduciary to the principal.” (Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 856 (cleaned up).)

The contract specifically refers to Seko’s warehouse in Jacksonville in Exhibit B. (ROA 22, Ex. 1.) Additionally, similar to GSDMIA, if Monster were to fail to remit payment under the terms of the contract, Seko would be able to claim Monster breached its obligations under the contract to Seko to pay for use of its warehouse in storing Monster’s goods. As the party owning the warehouse, it is evident the Agreement intends to benefit that party. Hypothetically, if Monster did not pay CHR/Seko/GSDMIA and CHR was to for some reason not request payment, Seko would undoubtedly be able to make a claim against Monster on its own behalf pursuant to the terms of the Agreement.

To not allow Seko to do so would create an absurd result where Monster and Seko do not owe each other any obligations despite Seko storing Monster’s goods. As the Florida court put it, it would be the “Wild West” if such was allowed.

“When a case involves a mandatory forum selection clause, it will usually be given effect unless it is unfair or unreasonable. Both California and federal law presume a contractual forum selection clause is valid and place the burden on the party seeking to overturn the forum selection clause.” (Korman, supra, 32 Cal.App.5th 206, 216.) Thus, Seko must show that the forum selection clause is unreasonable. Seko presents no argument as to why the forum selection clause is unreasonable and should not be enforced. It only argues it is not subject to the Agreement and, thus, the forum selection clause cannot be enforced against it.

3. MOTION TO APPEAR PRO HAC VICE

The application of attorney Daniel Thiel to appear pro hac vice as counsel for Defendant Seko Worldwide, LLC in this matter is hereby GRANTED pursuant to California Rules of Court, rule 9.40.

4. MOTION TO QUASH SERVICE OF SUMMONS

Defendant GSDMIA, Inc.’s Motion to Quash Service of Summons is GRANTED. “A court of this state may exercise jurisdiction on any basis not inconsistent with the Constitution of this state or of the United States.” (Code Civ. Proc., § 410.10.) California courts may exercise personal jurisdiction on any basis consistent with the Constitutions of California and the United States. (Code Civ. Proc., § 410.10.)

The exercise of jurisdiction over a nonresident defendant comports with these Constitutions “if the defendant has such minimum contacts with the state that the assertion of jurisdiction does not violate ‘ “traditional notions of fair play and substantial justice.” ’ ” (Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4th 434, 444, (Vons), quoting Internat. Shoe Co. v. Washington (1945) 326 U.S. 310, 316, (Internat. Shoe).) Under the minimum contacts test, “an essential criterion in all cases is whether the ‘quality and nature’ of the defendant's activity is such that it is ‘reasonable’ and ‘fair’ to require him to conduct his defense in that State.” (Kulko v. California Superior Court (1978) 436 U.S. 84, 92, quoting Internat. Shoe, supra, 326 U.S. at pp. 316–317, 319.)

“[T]he ‘minimum contacts’ test ... is not susceptible of mechanical application; rather, the facts of each case must be weighed to determine whether the requisite ‘affiliating circumstances' are present.” (Kulko, at p. 92, quoting Hanson v. Denckla (1958) 357 U.S. 235, 246, (Hanson).) “[T]his determination is one in which few answers will be written ‘in black and white. The greys are dominant and even among them the shades are innumerable.’ ” (Kulko, at p. 92, quoting Estin v. Estin (1948) 334 U.S. 541, 545.)

In making this determination, courts have identified two ways to establish personal jurisdiction. “Personal jurisdiction may be either general or specific.” (Vons, supra, 14 Cal.4th at p. 445.) In this case, DVD CCA does not contend that general jurisdiction exists. We therefore need only consider whether specific jurisdiction exists. When determining whether specific jurisdiction exists, courts consider the “ ‘relationship among the defendant, the forum, and the litigation.’ ” (Helicopteros Nacionales de Colombia v. Hall (1984) 466 U.S. 408, 414, quoting Shaffer v. Heitner (1977) 433 U.S. 186, 204.)

A court may exercise specific jurisdiction over a nonresident defendant only if: (1) “the defendant has purposefully availed himself or herself of forum benefits” (Vons, supra, 14 Cal.4th at p. 446); (2) “the ‘controversy is related to or “arises out of” [the] defendant's contacts with the forum’ ” (ibid., quoting Helicopteros, supra, 466 U.S. at p. 414); and (3) “ ‘the assertion of personal jurisdiction would comport with “fair play and substantial justice” ’ ” (Vons, supra, 14 Cal.4th at p. 447, quoting Burger King Corp. v. Rudzewicz (1985) 471 U.S. 462, 472–473, (Burger King)).

“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 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. (U.S. v. Swiss American Bank, Ltd. (1st Cir.2001) 274 F.3d 610, 623–624 (Swiss American Bank).) 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.]” (Burger King, supra, 471 U.S. at p. 475.)

“When a [defendant] ‘purposefully avails itself of the privilege of conducting activities within the forum State,’ [citation], it has clear notice that it is subject to suit there, and can act to alleviate the risk of burdensome litigation by procuring insurance, passing the expected costs on to customers, or, if the risks are too great, severing its connection with the State.” (Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 268-269.)

GSDMIA has not purposely availed itself of the privileges and protections of California sufficiently to establish minimum contacts with California such that exercising jurisdiction over GSDMIA would not offend the notions of fair play and substantial justice. GSDMIA is a third-party beneficiary of the Warehouse Agreement which contains a forum selection clause providing that California is the mandatory forum.

“[T]here are ‘six theories by which a nonsignatory may be bound to arbitrate: “(a) incorporation by reference; (b) assumption; (c) agency; (d) veil-piercing or alter ego; (e) estoppel; and (f) thirdparty beneficiary.” ’ ” (Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 300.) “ ‘The California cases binding nonsignatories to arbitrate their claims fall into two categories. In some cases, a nonsignatory was required to arbitrate a claim because a benefit was conferred on the nonsignatory as a result of the contract, making the nonsignatory a third party beneficiary of the arbitration agreement.

In other cases, the nonsignatory was bound to arbitrate the dispute because a preexisting relationship existed between the nonsignatory and one of the parties to the arbitration agreement, making it equitable to compel the nonsignatory to also be bound to arbitrate his or her claim.’ ” (Ibid.)

Here, GSDMIA is a third party beneficiary of the Agreement as an agent of Seko. “A third party beneficiary is someone who may enforce a contract because the contract is made expressly for his benefit. The test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract.” (Jensen, supra, 18 Cal.App.5th 295, 301 (cleaned up).)

“The rules are the same for third parties who are agents of a party to a contract. An agent for a party to a contract not made with or in the name of the agent is not a real party in interest with standing to sue on the contract. [Citations; see Epic Communications, Inc. v. Richwave Technology, Inc. (2009) 179 Cal.App.4th 314, 334, [agents ordinarily do not have “a cause of action based upon some third person’s violation of its principal’s rights,” and “[w]ithout some breach of a duty owed to him, [the agent] has no power to sue on the principal's claim”].)

An agent acting on behalf of a principal might have standing to sue, however, if the agent has some beneficial interest in the subject matter. For example, an agent has standing to sue where a contract creates obligations for the agent as a fiduciary to the principal.” (Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 856 (cleaned up).)

The contract specifically refers to Seko’s warehouse in Jacksonville in Exhibit B. (ROA 22, Ex. 1.) Additionally, if Monster were to fail to remit payment under the terms of the contract, GSDMIA would be allowed to claim Monster breached its obligations under the contract to GSDMIA to pay its servicing in storing Monster’s goods. As the party operating the warehouse, it is evident the Agreement intends to benefit that party.

However, GSDMIA has not availed itself of any other privilege or protection of California. GSDMIA accepted Monster’s products to store in Florida and its warehouse is in Florida. Finally, merely communicating with a California corporation has not been deemed to be sufficient to show a party has purposedly availed itself of California’s privileges or protections. Plaintiff points to no other contacts by GSDMIA with California. Accordingly, the Motion to Quash is granted.

8. INFINITE LOWE RESIDENCE INC. MECIJA 2024-01433225 MOTION FOR LEAVE TO FILE AMENDED COMPLAINT

Plaintiffs’ Motion for Leave to File Third Amended Complaint is CONTINUED to 9/22/26.