GlobalCFO v. Venkataramanappa CA1/1

Filed 9/18/24 GlobalCFO v. Venkataramanappa CA1/1 NOT TO BE PUBLISHED IN OFFICIAL REPORTS California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or ordered published for purposes of rule 8.1115.

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION ONE

GLOBALCFO LLC et al., Plaintiffs and Respondents, A168800 v. PRASANNA K. (Alameda County VENKATARAMANAPPA et al., Super. Ct. No. 23CV032175) Defendants and Appellants.

After respondents GlobalCFO LLC and GlobalCFO Franchise, LLC (the GlobalCFO entities) obtained a judgment against appellants in Texas for violation of a franchise agreement, they obtained an entry of a sister-state judgment here in California. Appellants filed a motion to vacate the judgment and argued that the Texas court had lacked jurisdiction over them. The trial court denied the motion, and we affirm. I. FACTUAL AND PROCEDURAL BACKGROUND Appellants Prasanna and Sushma Venkataramanappa1 are husband and wife. They live in Fremont and have never been to Texas.

1 To avoid confusion, we use the Venkataramanappas’ first names when

referring to them individually.

Global Value Add, Inc. (which later became respondent GlobalCFO, LLC) and Prasanna entered into an “Employment, Confidentiality, Intellectual Property and Non-Compete Agreement” in May 2016. A section of the agreement covering the applicable law and dispute resolution provides, “The laws of the State of Texas, USA, shall govern this Agreement. Parties shall submit all disputes under this Agreement exclusively to the courts at Alameda County, Fremont. Provided that the Company may bring suit in any court of competent jurisdiction to restrain the Employee from committing a breach of this Agreement.” In December 2017, Sushma and someone named Sudhir Pai (as trustee of the Guruganesh 2017 Trust, a trust that is not a party to this appeal (hereafter “nonparty trust”)) executed an operating agreement for Venkataramanappa LLC, which later became PV Tax, LLC. Sushma (on behalf of Venkataramanappa LLC) in February 2018 entered into a franchise agreement with “My Tax Filer Global CFO Service GVA Franchise, LLC” (“the franchise agreement”). Exhibit A to the franchise agreement included a provision titled “Consent to Jurisdiction” that provides in part, “Any action brought by either party shall only be brought in the appropriate state or Federal courts located in or serving Plano, Texas. The parties waive all questions of personal jurisdiction or venue for the purposes of carrying out this provision.” In their opening brief in this court, the Venkataramanappas obliquely refer to the “mix of specified venues” in the franchise agreement. But they wait until the penultimate page of the brief to acknowledge that the agreement specifies a Texas venue, and they never address the point that the agreement purports to include their waiver of personal jurisdiction in that state.