Roca-Buigas v. Clutch Sportz, LLC et al, No. 3:2012cv01818 - Document 11 (D.P.R. 2013)

Court Description: OPINION AND ORDER: Granting 7 Motion to Dismiss for Lack of Jurisdiction. Signed by Judge Gustavo A. Gelpi on 1/16/2013. (TC) Modified on 1/16/2013 as to title (er).

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1 IN THE UNITED STATES DISTRICT COURT 2 FOR THE DISTRICT OF PUERTO RICO 3 4 ROBERTO ROCA-BUIGAS, 5 Plaintiff, 6 v. 7 CLUTCH SPORTZ, LLC, et al., 8 Defendants. Civil No. 12-1818 (GAG) 9 10 OPINION AND ORDER 11 12 Plaintiff Roberto Roca-Buigas ( Plaintiff ) brings this action seeking damages stemming 13 from an agreement between himself and Renald Poisson ( Poisson ), the managing member of 14 Clutch Sportz, LLC ( Clutch Sportz ). (See Docket No. 1.) The central dispute revolves around 15 Poisson s representations to Plaintiff during contract negotiations regarding alleged agreements 16 made between Clutch Sportz and other gaming corporations. (See id.) Presently before the court 17 is Poisson s motion to dismiss due to a forum selection clause contained in the promissory note. 18 (See Docket No. 7.) Plaintiff opposed this motion at Docket No. 10. After reviewing these 19 submissions and the pertinent law, the court GRANTS Defendants motions to dismiss and 20 DENIES Plaintiff s motion to transfer the case to Texas. 21 I. Standard of Review 22 The general rules of pleading require a short and plain statement of the claim showing that 23 the pleader is entitled to relief. Gargano v. Liberty Intern. Underwriters, Inc., 572 F.3d 45, 48 (1st 24 Cir. 2009) (citations omitted) (internal quotation marks omitted). This short and plain statement 25 need only give the defendant fair notice of what the . . . claim is and the grounds upon which it 26 rests. Id. (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). 27 Under Rule 12(b)(6), a defendant may move to dismiss an action against him for failure to 28 state a claim upon which relief can be granted. See FED. R. CIV. P. 12(b)(6). To survive a Rule 1 Civil No. 12-1818 (GAG) 2 12(b)(6) motion, a complaint must contain sufficient factual matter to state a claim to relief that is 3 plausible on its face. Twombly, 550 U.S. at 570. The court must decide whether the complaint 4 alleges enough facts to raise a right to relief above the speculative level. Id. at 555. In so doing, 5 the court accepts as true all well-pleaded facts and draws all reasonable inferences in the plaintiff s 6 favor. Parker v. Hurley, 514 F.3d 87, 90 (1st Cir. 2008). However, the tenet that a court must 7 accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. 8 Ashcroft v. Iqbal, 556 U.S. 662, 129 S. Ct. 1937, 1949 (2009). Threadbare recitals of the elements 9 of a cause of action, supported by mere conclusory statements, do not suffice. Id. (citing Twombly, 10 550 U.S. at 555). [W]here the well-pleaded facts do not permit the court to infer more than the 11 mere possibility of misconduct, the complaint has alleged-but it has not show[n] - that the pleader 12 is entitled to relief. Iqbal, 556 U.S. 662, 129 S. Ct. at 1950 (quoting FED. R. CIV. P. 8(a)(2)). 2 13 II. 14 The facts necessary to adjudicate the present issue of jurisdiction are not overly complex and 15 only the facts pertinent to this issue shall be discussed below. Plaintiff and Poisson entered into a 16 financial agreement regarding an online game titled Clutch Football. (See Docket No. 1 ¶ 4.) 17 Poisson had previously registered the game with the U.S. Patent and Trademark Office and a patent 18 was issued. (See id. ¶ 8.) Unable to finance the development of the game himself, Poisson, acting 19 through his corporate identity, co-defendant Clutch Sportz, sought financing from investors. (See 20 id. ¶¶ 10-12.) During these negotiations between Plaintiff and Poisson, Poisson allegedly made false 21 representations regarding the interest of other gaming corporations in his venture. (See id. ¶ 13.) 22 Eventually, Plaintiff funded Poisson with a $500,000 advance to develop the game. (See id. ¶ 17.) 23 The promissory note accompanying the $500,000 contained a governing law clause that states, This 24 Note shall be construed in accordance with the laws of the State of Texas. Any action brought by 25 either party against the other concerning the transactions contemplated by this Agreement shall be 26 brought only in the state and federal courts located in the State of Texas. (See Docket No. 7-1.)1 Factual and Procedural Background 27 28 1 Ordinarily a court may not consider any documents that are outside of the complaint, or 1 Civil No. 12-1818 (GAG) 2 As one might guess by the parties presence in federal court, the loan has not been repaid and Plaintiff 3 now seeks compensation for his loan and the lost royalties he expected to collect from his 4 investment. (See Docket No. 1 ¶ 43.) 5 6 III. 3 Discussion A. The Governing Law Clause 7 Plaintiff concedes the governing law clause of the promissory note is problematic and argues 8 the claims against Poisson and Clutch Sportz are personal to Poisson, and therefore not controlled 9 by the promissory note. (See Docket No. 10 at 2.) Plaintiff claims the promissory note does not 10 contain all the agreements between the parties, but rather the promissory note is the guarantee on the 11 contract. (See id. at 3-4.) Plaintiff argues this distinction allows the court to overlook the governing 12 law clause and adjudicate the case. In the alternative, Plaintiff seeks a transfer of the case to the 13 appropriate court in Texas. (See id. at 8.) Poisson succinctly argues the governing law clause is a 14 valid forum selection clause and it should be given effect. (See Docket No. 7 at 2-3.) 15 The court agrees with Poisson. The governing law clause is clear. The claims by Plaintiff 16 directly stem out of the promissory note, which included the governing law clause. Without a doubt, 17 Plaintiff s claims go beyond the $500,000 promissory note executed between the parties, but this 18 money represents a major part of the agreement between the parties. As such, only a court in Texas 19 has proper authority to adjudicate these claims. 20 21 B. Transfer of the Case Plaintiff requests the court transfer the case to a district court in Texas, as opposed to 22 23 24 25 26 27 28 not expressly incorporated therein, unless the motion is converted into one for summary judgment. Alt. Energy, Inc. v. St. Paul Fire and Marine Ins. Co., 267 F.3d at 30, 33 (1st Cir. 2001) (citing Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)). However, there is a narrow exception for documents the authenticity of which are not disputed by the parties; for official public records; for documents central to the plaintiffs claim; or for documents sufficiently referred to in the complaint. Alt. Energy, Inc., 267 F.3d at 33 (quoting Watterson, 987 F.2d at 3). The parties in this case do not dispute the authenticity of the promissory note and both make reference to the document attached to Poisson s motion to dismiss. (Docket No. 7-1.) 1 Civil No. 12-1818 (GAG) 2 dismissal of the case. Plaintiff correctly cites 28 U.S.C. § 1406(a) as providing the court with power 3 to make such a transfer; however, Plaintiff does not explain why it would be in the best interest of 4 justice to do so. District courts within this circuit have transferred such cases in the past when the 5 circumstances require fairness. See Russo v. Ballard Med. Products, 352 F. Supp. 2d 177, 182-83 6 (D.R.I. 2005) (holding action filed in venue other than the one chosen by parties in forum selection 7 clause should be transferred); Henderson v. Am. Steamship Owners Mut. Prot. and Indem. Ass n 8 Inc., No. 2:11-cv-86-DBH, 2011 WL 2194439, at *1 (D. Me. June 6, 2011). Additionally, the court 9 notes the state of Texas contains four federal district courts, the Eastern, Western, Northern and 10 Southern Districts. The governing law clause does not specify which district would be appropriate, 11 nor has Plaintiff specified which district in his request. (See Docket No. 10 at 8.) (requesting this 12 action be transferred to the district court of Texas in which venue shall be deemed proper. ) As such, 13 the court DENIES Plaintiff s motion for transfer. 4 14 IV. 15 For the reasons set forth above, the court GRANTS Defendants motion to dismiss at Docket 16 Conclusion No. 7 and DENIES Plaintiff s request for transfer. 17 18 SO ORDERED. 19 In San Juan, Puerto Rico this 16th day of January, 2013. 20 s/ Gustavo A. GelpÃ 21 GUSTAVO A. GELPI United States District Judge 22 23 24 25 26 27 28

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