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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND

MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF CASE NO. 3:14-cv-00608-JCS



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PROSKAUER ROSE LLP
Howard L. Ganz
Elise M. Bloom (admitted pro hac vice)
Neil H. Abramson (admitted pro hac vice)
Adam M. Lupion (admitted pro hac vice)
11 Times Square
New York, NY 10036
Telephone: (212) 969-3000
Facsimile: (212) 969-2900

PROSKAUER ROSE LLP
Laura Reathaford (SBN 254751)
lreathaford@proskauer.com
2049 Century Park East, 32nd Floor
Los Angeles, CA 90067-3206
Telephone: (310) 557-2900
Facsimile: (310) 557-2193

Attorneys for Defendants
*




UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF CALIFORNIA
AARON SENNE, et al.,

Plaintiffs,

vs.

OFFICE OF THE COMMISSIONER OF
BASEBALL, an unincorporated association
doing business as MAJOR LEAGUE
BASEBALL, et al.

Defendants.
Case No. CV 14-00608 JCS

Hon. Joseph C. Spero


CLASS ACTION
NOTICE OF MOTION AND MOTION TO
DISMISS THE SECOND AMENDED
COMPLAINT AS AGAINST CERTAIN
DEFENDANTS FOR LACK OF
PERSONAL JURISDICTION
Date: September 5, 2014
Time: 9:30 am
Place: Courtroom G, 15th Floor

Complaint filed: February 7, 2014
First Am. Complaint filed: March 5, 2014
Second Am. Complaint filed: April 21, 2014


*
With the exception of Baltimore Orioles, Inc., and Baltimore Orioles, L.P, Proskauer Rose is
counsel to all Defendants in this matter.
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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND
MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF CASE NO. 3:14-cv-00608-JCS

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NOTICE OF MOTION AND MOTION TO DISMISS
PLEASE TAKE NOTICE that on September 5, 2014 at 9:30 a.m. or as soon thereafter as
counsel may be heard Defendants: Atlanta National League Baseball Club, Inc., Boston Red Sox
Baseball Club L.P., Chicago White Sox, Ltd., Cleveland Indians Baseball Co., L.P., Cleveland
Indians Baseball Co., Inc., Detroit Tigers, Inc., New York Yankees, Pship, the Phillies L.P.,
Pittsburgh Baseball, Inc., Pittsburgh Baseball PShip, Tampa Bay Rays Baseball, Ltd., and
Washington Nationals Baseball Club, LLC (collectively, the Moving Defendants)
1
will and hereby
do move this Court for an order dismissing the Second Amended Complaint as against them for lack
of personal jurisdiction.
This motion is made pursuant to Fed. R. Civ. P. 12(b)(2) on the ground that none of the
Moving Defendants are subject to personal jurisdiction in the State of California. The Moving
Defendants contacts with California are not continuous and systematic such that they
approximate physical presence in this State. Moreover, Plaintiffs claims do not arise out of or
relate to the Moving Defendants forum-related activities. Finally, the exercise of jurisdiction would
run afoul of the principles of fair play and substantial justice i.e., it would be unreasonable.
This motion is based on this Notice, the Memorandum of Points and Authorities, the
Declarations of Greg Heller, Elaine W. Steward, Joseph Zndisaric, John Corvino, John Westhoff,
Lonn Trost, Richard Strouse, Bryan Stroh, John Higgins and Damon Jones, the pleadings and
records on file with this Court, all matters of which the Court must or may take judicial notice, and
such evidence and argument as may be presented at or before the hearing on this matter.


1
Pittsburgh Associates, LP, is incorrectly identified in the Second Amended Complaint as
Pittsburgh Baseball, Inc. and Pittsburgh Baseball Partnership; The Phillies are incorrectly identified
as The Phillies L.P.
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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND
MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF CASE NO. 3:14-cv-00608-JCS


Dated: May 23, 2014 PROSKAUER ROSE LLP
ELISE M. BLOOM
HOWARD L. GANZ
NEIL H. ABRAMSON
ADAM M. LUPION
LAURA REATHAFORD



By:

/s/ Elise M. Bloom
Elise M. Bloom

Attorneys for Defendants
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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND
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TABLE OF CONTENTS
Page

TABLE OF AUTHORITIES ..........................................................................................................ii

MEMORANDUM OF POINTS AND AUTHORITIES ................................................................. 1

I. INTRODUCTION ...............................................................................................................1

II. STATEMENT OF RELEVANT FACTS ............................................................................2

A. The Moving Defendants ..........................................................................................2

B. Plaintiffs Allegations ..............................................................................................3

III. LEGAL ARGUMENT .........................................................................................................4

DEFENDANTS ARE NOT SUBJECT TO PERSONAL JURSIDICTION IN THE STATE OF
CALIFORNIA .................................................................................................................................4

1. The Court Lacks General Jurisdiction Because The Moving Defendants
Affiliations With California Are Not Continuous and Systematic
Such That They Approximate Physical Presence.................................................5

2. The Court Lacks Specific Jurisdiction Because The Moving Defendants
Do Not Have Minor League Affiliates That Play In California And
Therefore Plaintiffs Claims Do Not Arise Out Of The Moving
Defendants Contracts With California .................................................................10

a. The Moving Defendants Did Not Purposefully Avail Themselves
Of Conducting Activities In California With Respect To
Minor League Players ................................................................................11

b. Plaintiffs Claims Do Not Arise Out Of Or Relate To The
Defendants Forum-Related Activities ......................................................12

c. The Exercise of Jurisdiction Over Any Of The Moving Defendants
Would Not Be Reasonable .........................................................................13

IV. CONCLUSION ..................................................................................................................15


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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION AND
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TABLE OF AUTHORITIES
Page(s)
CASES
A.C.K. Sports, Inc. v. Doug Wilson Enterprises, Inc.,
661 F. Supp. 386 (S.D.N.Y. 1987).........................................................................................8, 9
Amba Mktg. Sys., Inc. v. Jobar Intl Inc.,
551 F.2d 784 (9th Cir. 1977) .....................................................................................................5
Autogenomics, Inc. v. Oxford Gene Tech., Ltd.,
566 F.3d 1012 (Fed. Cir. 2009)..................................................................................................9
Bancroft & Masters, Inc. v. Augusta Nat., Inc.,
45 F. Supp. 2d 777 (N.D. Cal. 1998),
reversed on other grounds, 223 F.3d 1082 (9th Cir. 2000) .......................................................9
Bancroft & Masters, Inc. v. Augusta Natl Inc.,
223 F.3d 1082 (9th Cir. 2000) ...................................................................................................6
Boschetto v. Hansing,
539 F.3d 1011 (9th Cir. 2008) .............................................................................................4, 10
Brand v. Menlove Dodge,
796 F.2d 1070 (9th Cir. 1986) ...................................................................................................6
Burger King Corp. v. Rudzewicz,
471 U.S. 462 (1985) .................................................................................................................11
CE Distrib., LLC v. New Sensor Corp.,
380 F.3d 1107 (9th Cir. 2004) .............................................................................................5, 13
Core-Vent Corp. v. Nobel Indus. AB,
11 F.3d 1482 (9th Cir. 1993) .........................................................................................9, 14, 15
Daimler AG v. Bauman,
134 S. Ct. 746 (2014) .....................................................................................................2, 6, 7, 8
Data Disc, Inc. v. Sys. Tech. Assocs., Inc.,
557 F.2d 1280 (9th Cir. 1977) ...................................................................................................4
Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A.,
284 F. Supp. 2d 204 (D. Mass. 2003) ........................................................................................7
Doe v. Unocal Corp.,
248 F.3d 915 (9th Cir. 2001) ...................................................................................................12
Dole Food Co. v. Watts,
303 F.3d 1104 (9th Cir. 2002) .................................................................................................14
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Donatelli v. Natl Hockey League,
893 F.2d 459 (1st Cir. 1990) ......................................................................................................9
Enriquez v. Interstate Group, LLC,
No. 11-CV-05155 YGR, 2012 WL 3800801 (N.D. Cal. Aug. 31, 2012) ................................11
Evans v. Boston Red Sox,
No. 13-00262 SOM BMK, 2013 U.S. Dist. LEXIS 166307 (D. Haw. Nov. 22, 2013) ............8
Fed. Deposit Ins. Corp. v. British-Am. Ins. Co.,
828 F.2d 1439 (9th Cir. 1987) .............................................................................................5, 14
Glencore Grain Rotterdam B.V. v. Shivnath Rai Harnarain, Co.,
284 F.3d 1114 (9th Cir. 2002) .................................................................................................10
Goodyear Dunlop Tires Operations, S.A. v. Brown,
131 S. Ct. 2846 (2011) ...................................................................................................2, 5, 6, 8
Holliday v. Lifestyle Lift, Inc.,
No. C 094995 RS, 2010 WL 3910143 (N.D. Cal. Oct. 5, 2010) ...........................................11
Intl Shoe Co. v. Washington,
326 U.S. 310 (1945) ...................................................................................................................5
Kipperman v. McCone,
422 F. Supp. 860 (N.D. Cal. 1976) ..........................................................................................14
Kouba v. Renzenberger, Inc.,
No. Civ. 10-159 TUC FRZ (GEE), 2010 U.S. Dist. LEXIS 135743 (D. Ariz. May 14,
2010) ..........................................................................................................................................5
Leroy-Garcia v. Brave Arts Licensing,
No. C 13-01181 LB, 2013 U.S. Dist. LEXIS 109872 (N.D. Cal. Aug. 5, 2013) ....................10
Mavrix Photo, Inc. v. Brand Techs., Inc.,
647 F.3d 1218 (9th Cir. 2011) ...................................................................................................5
Peterson v. Kennedy,
771 F.2d 1244 (9th Cir. 1985) .................................................................................................10
Reiffin v. Microsoft Corp.,
No. C 11-03505 CRB, 2012 U.S. Dist. LEXIS 53220 (N.D. Cal. Apr. 16, 2012) ....................9
Rio Props., Inc. v. Rio Intl Interlink,
284 F.3d 1007 (9th Cir. 2002) ...................................................................................................4
Salesbrain, Inc. v. AngelVision Techs.,
No. C 12-05026 LB, 2013 U.S. Dist. LEXIS 40607 (N.D. Cal. Mar. 21, 2013) .....................10
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Schwarzenegger v. Fred Martin Motor Co.,
374 F.3d 797 (9th Cir. 2004) .............................................................................................11, 12
Sinatra v. Natl Enquirer, Inc.,
854 F.2d 1191 (9th Cir. 1988) .................................................................................................11
Thos P. Gonzalez Corp. v. Consejo Nacional de Produccion de Costa Rica,
614 F.2d 1247 (9th Cir. 1980) ...........................................................................................12, 13
Tuazon v. R.J. Reynolds Tobacco Co.,
433 F.3d 1163 (9th Cir. 2006) ...................................................................................................6
Vice v. Woodline USA, Inc.,
No. C 10-04103 CW, 2011 U.S. Dist. LEXIS 8014 (N.D. Cal. Jan. 21, 2011) .........................9
Walden v. Fiore,
134 S. Ct. 1115 (2014) ...................................................................................................5, 10, 12
Yahoo! Inc. v. La Ligue Contre Le Racisme Et LAntisemitisme,
433 F.3d 1199 (9th Cir. 2006) .............................................................................................6, 11
STATUTES AND OTHER AUTHORITIES
28 U.S.C. 1404(a) ...................................................................................................................1, 15
Fed. R. Civ. P. 12(b)(2)....................................................................................................................4
Cal. Code Civ. Proc. 410.10 .........................................................................................................5
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NOTICE OF MOTION AND MOTION TO DISMISS FOR LACK OF PERSONAL
JURISDICTION AND MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT
THEREOF CASE NO. 3:14-cv-00608-JCS
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MEMORANDUM OF POINTS AND AUTHORITIES
I. INTRODUCTION
This lawsuit is brought as various putative subclass actions and as a putative nationwide Fair
Labor Standards Act (FLSA) collective action on behalf of current and former Minor League
professional baseball players. In addition to the Office of the Commissioner of Baseball (doing
business as Major League Baseball, and hereinafter MLB), Plaintiffs named all thirty MLB Clubs
as Defendants in this matter. The claims alleged in the Second Amended Complaint arise out of and
relate solely to the MLB Clubs compensation of Minor League baseball players. Because ten of the
MLB Clubs named as Defendants in the Complaint Atlanta National League Baseball Club, Inc.,
Boston Red Sox Baseball Club L.P., Chicago White Sox, Ltd., Cleveland Indians Baseball Co., Inc.,
Cleveland Indians Baseball Co., L.P., Detroit Tigers, Inc., New York Yankees, Pship, The Phillies
(incorrectly named as The Phillies L.P.); Pittsburgh Associates, L.P. (incorrectly named as
Pittsburgh Baseball, Inc. and Pittsburgh Baseball PShip), Tampa Bay Rays Baseball, Ltd., and
Washington Nationals Baseball Club, LLC (hereinafter, the Moving Defendants) are not subject
to personal jurisdiction in California, the Moving Defendants respectfully request that the Court
dismiss this lawsuit against them for lack of personal jurisdiction.
2

Californias long-arm statute permits California courts to exercise jurisdiction over a non-
resident defendant coextensive with the limits imposed by the Due Process Clause of United States
Constitution, i.e., the non-resident must have certain minimum contacts with the forum state in
order for jurisdiction to exist. The requisite contacts exist only if: (i) the non-resident engages in
continuous and systematic general business activities that approximate physical presence in
California (referred to as general jurisdiction); or (ii) the claims alleged arise out of the
defendants contacts with the forum state (referred to as specific jurisdiction). The Moving
Defendants are not subject to personal jurisdiction in California on either basis.
The Moving Defendants contacts with California are limited to those occasions when their
Major League Baseball Clubs play baseball games against other Major League Clubs in this State.

2
In the alternative, the Moving Defendants join in the Motion to Transfer Venue to the Middle
District of Florida pursuant to 28 U.S.C. 1404(a), filed with the Court on this same date.
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But the claims alleged in the Second Amended Complaint are completely unrelated to the exhibition
of Major League Baseball games or to the compensation paid to Major League Players. To the
contrary, the allegations are aimed solely to the alleged work performed by, and the compensation
paid to, Minor League Baseball players. The Moving Defendants are not affiliated with Minor
League teams that are based in California, and their Minor League players do not play games in
California or otherwise engage in activities for these Defendants in California. Thus, because the
claims alleged in the Second Amended Complaint plainly do not arise out of the Moving
Defendants contacts with this state, the action can be maintained here only if the Moving
Defendants are subject to general personal jurisdiction in California. They are not.
The United States Supreme Court has, in recent years, curtailed the courts exercise of all-
purpose (or general) jurisdiction over non-resident defendants. Daimler AG v. Bauman, 134 S. Ct.
746, 761 (2014); Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846 (2011). In
short, when a plaintiffs claims do not arise out of or relate to a non-resident defendants contacts
with the forum state, personal jurisdiction exists only when the defendant has continuous and
systematic affiliations with the forum state such that it can be deemed at home there and should
reasonably expect to be called into court in that forum. Here, the limited California contacts of the
Moving Defendants do not come remotely close to satisfying that exacting standard. The Moving
Defendants cannot be said to have approximated a physical presence in California such that they are
amenable to suit here simply because they play a handful of Major League Baseball games in
California during the baseball season.
Accordingly, Plaintiffs Second Amended Complaint should be dismissed as to these Moving
Defendants for lack of personal jurisdiction.
II. STATEMENT OF RELEVANT FACTS
A. The Moving Defendants
MLB is an unincorporated association whose members are the 30 MLB Clubs. (Compl.,
51) The Moving Defendants are the entities named in the Complaint associated with 10 of the 30
MLB Clubs. (Compl., 65, 67, 68, 78, 79, 82, 85, 86, 87, 88) Each MLB Club is affiliated with
several Minor League teams, organized into classes roughly reflecting the skill level of the
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players. (Compl., 152) Although some Minor League teams are directly owned by an MLB Club,
most Minor League teams are independently owned, and operated pursuant to Player Development
Contracts (PDCs), agreements by which a Minor League club agrees to affiliate itself with an
MLB Club for a certain time period. (Compl., 154)
The 10 Clubs filing this motion do not have any Minor League affiliates based in California
or that play games in California, and do not have any operations whatsoever in California. (Heller
Decl. at 8; Steward Decl. at 8; Znidarsic Decl. at 8; Corvino Decl. at 8; Westhoff Decl. at 8;
Trost Decl. at 8; Strouse Decl. at 8; Stroh Decl. at 8; Higgins Decl. at 8; Jones Decl. at 8)
The only contact the Moving Defendants have with California is that their Major League Baseball
Clubs occasionally play baseball games against other California-based Major League Clubs in
California. (Heller Decl. at 7; Steward Decl. at 7; Znidarsic Decl. at 7; Corvino Decl. at 7;
Westhoff Decl. at 7; Trost Decl. at 7; Strouse Decl. at 7; Stroh Decl. at 7; Higgins Decl. at
7; Jones Decl. at 7)
The Moving Defendants travel to California to play Major League Baseball games between
one and three times per year, and those trips range in duration from two to ten days per trip. Since
2009, none of the Moving Defendants played more than 16 Major League games in California in a
single year, and, in many years, play fewer than 10 Major League games each year in this state. Id.
The Moving Defendants do not determine when they travel to California or how long they will be
required to stay; those decisions are made by MLB not by the member Clubs. Id. In addition, the
Moving Defendants are not licensed to do business in California; are incorporated in or organized
under the laws of states other than California; maintain their principal places of business outside of
California; and do not own or rent property, maintain bank accounts, or have a designated agent in
the State of California. (Heller Decl. at 2-6; Steward Decl. at 2-6; Znidarsic Decl. at 2-6;
Corvino Decl. at 2-6; Westhoff Decl. at 2-6; Trost Decl. at 2-6; Strouse Decl. at 2-6;
Stroh Decl. at 2-6; Higgins Decl. at 2-6; Jones Decl. at 2-6)
B. Plaintiffs Allegations
On February 7, 2014, plaintiffs Aaron Senne, Michael Liberto, and Oliver Odle filed a
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complaint against the Defendants
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alleging: (i) violations of the FLSA related to minimum wage,
overtime, and recordkeeping; and (ii) violations of state wage and hour laws and/or claims for
quantum meruit under Florida, California, Arizona, North Carolina and New York law.
On March 5, 2014 Plaintiffs amended their complaint to add 18 new plaintiffs, 14 new MLB
Clubs as Defendants, and two new claims (one each under Florida and California law). Plaintiffs
amended their complaint for a second time on or about April 21, 2014, naming 12 additional
Plaintiffs and the remaining 13 MLB Clubs as Defendants. Plaintiffs seek minimum wage and
overtime pay for time spent playing Minor League baseball during spring training, the championship
season (commonly referred to as the regular season), and in instructional leagues, as well as for
alleged off-season training activities. (Compl., 166-72, 467-585)
III. LEGAL ARGUMENT
DEFENDANTS ARE NOT SUBJECT TO PERSONAL JURISDICTION
IN THE STATE OF CALIFORNIA
Fed. R. Civ. P. 12(b)(2) allows a defendant to challenge a complaint for lack of personal
jurisdiction. A courts determination whether to exercise personal jurisdiction is a question of law.
Rio Props., Inc. v. Rio Intl Interlink, 284 F.3d 1007, 1019 (9th Cir. 2002). Although the defendant
is the moving party in a motion to dismiss, the plaintiff bears the burden of establishing jurisdiction
in opposition to the motion. Id.; Boschetto v. Hansing, 539 F.3d 1011, 1015 (9th Cir. 2008).
Here, Plaintiffs basis for establishing jurisdiction in the Northern District of California is
one threadbare allegation in the Second Amended Complaint that, [a]ll Defendants are subject to
personal jurisdiction in California since all Defendants transact a significant amount of business in
California. (Compl., 118) No additional facts are alleged, and that single conclusory allegation
does not satisfy Plaintiffs burden.
While uncontroverted allegations in the complaint must be taken as true, the allegations may
not be assumed true when they are contradicted by affidavit evidence. Data Disc, Inc. v. Sys. Tech.

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The initially named defendants were the Office of the Commissioner of Baseball doing
business as Major League Baseball; Allan Huber Bud Selig; Kansas City Royals Baseball Corp.;
Miami Marlins, L.P.; and San Francisco Baseball Associates LLC.
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Assocs., Inc., 557 F.2d 1280, 1284 (9th Cir. 1977). Moreover, even in opposition to a motion to
dismiss, Plaintiffs cannot simply rest on the bare allegations of their complaint, but rather must
come forward with facts, by affidavit or otherwise, supporting personal jurisdiction. Amba Mktg.
Sys., Inc. v. Jobar Intl Inc., 551 F.2d 784, 787 (9th Cir. 1977) (granting motion to dismiss because
plaintiff failed to meet defendants jurisdictional challenge with sufficient facts to sustain its burden
of establishing personal jurisdiction).
Because the express provisions of the FLSA are silent with respect to personal jurisdiction,
this Court must apply the law of the forum state to determine whether personal jurisdiction exists.
See Kouba v. Renzenberger, Inc., No. Civ. 10-159 TUC FRZ (GEE), 2010 U.S. Dist. LEXIS
135743, at *3-4 (D. Ariz. May 14, 2010). See also CE Distrib., LLC v. New Sensor Corp., 380 F.3d
1107, 1110 (9th Cir. 2004); Fed. Deposit Ins. Corp. v. British-Am. Ins. Co., 828 F.2d 1439, 1441
(9th Cir. 1987). Californias long-arm statute permits California courts to exercise jurisdiction to the
extent consistent with due process. Cal. Code Civ. Proc. 410.10.
A courts exercise of personal jurisdiction over a non-resident defendant is consistent with
due process only if that defendant has certain minimum contacts with the forum state such that
the maintenance of the suit does not offend traditional notions of fair play and substantial
justice. Walden v. Fiore, 134 S. Ct. 1115, 1121 (2014); Mavrix Photo, Inc. v. Brand Techs., Inc.,
647 F.3d 1218, 1223 (9th Cir. 2011); Intl Shoe Co. v. Washington, 326 U.S. 310, 316
(1945) (internal quotations omitted).
There are two forms of personal jurisdiction that a forum state may exercise over a non-
resident defendant - general jurisdiction and specific personal jurisdiction. For the reasons stated
below, the Moving Defendants are not subject to jurisdiction under either theory.
1. The Court Lacks General Jurisdiction Because The Moving Defendants
Affiliations With California Are Not Continuous And Systematic Such That
They Approximate Physical Presence.
A court may assert general jurisdiction over a non-resident defendant to hear any and all
claims against them when their affiliations with the State are so continuous and systematic as to
render them essentially at home in the forum State. Goodyear Dunlop Tires Operations, S.A. v.
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Brown, 131 S. Ct. 2846, 2851 (2011) (citations omitted). The Supreme Court in Goodyear made
clear that only a very specific type of affiliation with a forum will render a defendant amenable to
general jurisdiction there. For an individual, the paradigm forum for the exercise of general
jurisdiction is the individuals domicile; for a corporation, it is an equivalent place, one in which the
corporation is fairly regarded as at home.

Id. at 2853-54. Indeed, the Court noted that it would be
the exceptional case where a corporations operations in a forum other than its formal place of
incorporation or principal place of business may be so substantial and of such a nature as to render
the corporation at home in that State. Daimler AG v. Bauman, 134 S. Ct. 746, 761, n.19 (2014).
The Ninth Circuit likewise has made clear that the standard for establishing general
jurisdiction is fairly high. Brand v. Menlove Dodge, 796 F.2d 1070, 1073 (9th Cir. 1986). Indeed,
[u]nless a defendants contacts with a forum are so substantial, continuous, and systematic that the
defendant can be deemed to be present in that forum for all purposes, a forum may exercise only
specific jurisdictionthat is, jurisdiction based on the relationship between the defendants forum
contacts and the plaintiffs claim. Yahoo! Inc. v. La Ligue Contre Le Racisme Et LAntisemitisme,
433 F.3d 1199, 1205 (9th Cir. 2006).
4

[S]ubstantial, continuous and systematic contacts are those that approximate physical
presence. Bancroft & Masters, Inc. v. Augusta Natl Inc., 223 F.3d 1082, 1086 (9th Cir. 2000).
[D]etermining whether a corporate defendants contacts in a particular case are substantial and
continuous turns on the economic reality of the defendants activities rather than a mechanical
checklist. Tuazon v. R.J. Reynolds Tobacco Co., 433 F.3d 1163, 1173 (9th Cir. 2006). Simply
engaging in commerce with residents of the forum state is not in and of itself the kind of activity
that approximates physical presence within the states borders. Bancroft & Masters, Inc., 223 F.3d
at 1086.
Here, the Moving Defendants presence in this State is limited to those occasions when a
Major League Club visits California to play Major League games against other Major League Clubs
based in California visits that occur one to three times per year and last anywhere between two to

4
As discussed more fully below, Plaintiffs cannot make a threshold showing of specific
jurisdiction.
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ten days per trip. The Moving Defendants are not incorporated in California (or otherwise organized
under the laws of California). The Moving Defendants have their principal places of business in
states other than California and are not licensed to do business here. Similarly, the Moving
Defendants do not have any facilities in California, do not own or rent property here, and do not
maintain bank accounts in California.
5
The Moving Defendants are by no means at home in
California, and therefore cannot be sued here for claims that neither arose in California nor are
related to their limited activities here.
The mere fact that the Moving Defendants play Major League games (but not Minor League
games) in California against other member Clubs is insufficient to establish general personal
jurisdiction. As an initial matter, the fact that MLB, an unincorporated association, and the non-
moving Defendant member Clubs, do not challenge the exercise of personal jurisdiction is of no
moment. The existence of personal jurisdiction over an unincorporated association is not a basis for
exercising personal jurisdiction over non-resident members. See Daynard v. Ness, Motley, Loadholt,
Richardson & Poole, P.A., 284 F. Supp. 2d 204 (D. Mass. 2003) (declining to exercise personal
jurisdiction over non-resident members of unincorporated association despite the existence of
jurisdiction over the unincorporated association itself).
Moreover, the contacts of MLB and other non-moving member Clubs cannot be imputed to
the Moving Defendants. In this regard, the Supreme Courts recent decision in Daimler AG, 134 S.
Ct. 746, is instructive. In that case, the Court considered whether a foreign corporation may be
subjected to a courts general jurisdiction based on the contacts of its in-state subsidiary. The Court
held it could not. Rejecting the Ninth Circuits application of a less rigorous test upholding
jurisdiction based on an expansive view of agency principles, the Court stated:

The Ninth Circuits agency finding rested primarily on its observation that [the
subsidiarys] services were important to its [defendant-parent], as gauged by the
[defendant-parent]s hypothetical readiness to perform those services itself if the
subsidiary did not exist. Formulated this way, the inquiry into importance stacks

5
See Heller Decl. at 4; Steward Decl. at 4; Znidarsic Decl. at 4; Corvino Decl. at 4;
Westhoff Decl. at 4; Trost Decl. at 4; Strouse Decl. at 4; Stroh Decl. at 4; Higgins Decl. at
4; Jones Decl. at 4.
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the deck, for it will always yield a pro-jurisdiction answer: Anything a
corporation does through an independent contractor, subsidiary, or distributor is
presumably something that the corporation would do by other means if the
independent contractor, subsidiary, or distributor did not exist. 676 F.3d, at 777
(OScannlain, J., dissenting from denial of rehearing en banc). The Ninth
Circuits agency theory thus appears to subject foreign corporations to general
jurisdiction whenever they have an in-state subsidiary or affiliate, an outcome
that would sweep beyond even the sprawling view of general jurisdiction we
rejected in Goodyear.
Id. at 759-60 (emphasis added).
Although there is no parent-subsidiary relationship alleged here, the Courts reasoning
compels the same result: simply because the Moving Defendants are members of an unincorporated
association, some of whose members are California residents, does not mean that the foreign Clubs
are at home in California for all purposes.
Applying these principles, courts have declined to exercise general personal jurisdiction over
professional sports teams, leagues and players based on the non-resident defendants limited contacts
with the forum state.
For example, in Evans v. Boston Red Sox, No. 13-00262 SOM BMK, 2013 U.S. Dist. LEXIS
166307, at *10-12 (D. Haw. Nov. 22, 2013), the court declined to exercise general personal
jurisdiction over an MLB Club, the Boston Red Sox, in Hawaii. The court found that it lacked
personal jurisdiction over this Club because the Club did not have any offices, agents, or bank
accounts in Hawaii, and it did not own, rent or lease any real property in Hawaii. Id., at *10-11.
6

Those same factors are also present here with respect to the Moving Defendants.
Similarly, in A.C.K. Sports, Inc. v. Doug Wilson Enterprises, Inc., 661 F. Supp. 386
(S.D.N.Y. 1987), the court held that appearing in New York to play professional hockey games did
not confer personal jurisdiction in that state over a non-resident professional hockey player. In that
case, the defendant, a professional hockey player for the Chicago Blackhawks, appeared in New
York regularly as a member of the Blackhawks when his team plays a road game against the Buffalo

6
While the Court also noted that the Club did not play any regular season or exhibition games
in Hawaii, the Court did not suggest doing so would have been sufficient to confer personal
jurisdiction over the defendant Club in that case.
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Sabres, the New York Rangers or the New York Islanders. Id. at 388. The court decline[d] to
adopt the view that an athlete playing on a team is doing business, for personal jurisdiction purposes,
in every state where his team plays. Id. at 390. Simply because the player came to New York to
play hockey and stayed in hotels and ate in New York restaurants did not mean that the player d[id]
business in New York within the meaning of New Yorks long arm statute. Id. See also Donatelli
v. Natl Hockey League, 893 F.2d 459 (1st Cir. 1990) (declining to exercise personal jurisdiction
over National Hockey League based solely on the fact that NHL Club played games in forum state).
A Clubs travel to California to play baseball games is most analogous to organizations
whose employees periodically travel to California to attend business conferences or trade shows. In
these situations, courts routinely have ruled that such attendance at California-based events does not
constitute the sufficiently continuous and systematic contact necessary to justify general
jurisdiction. See Core-Vent Corp. v. Nobel Indus. AB, 11 F.3d 1482, 1490 (9th Cir. 1993) (no
systematic and continuous contacts with California based on the allegation that Defendant
attended five medical conferences in California over the last four years); Autogenomics, Inc. v.
Oxford Gene Tech., Ltd., 566 F.3d 1012, 1018 (Fed. Cir. 2009) (holding that four conferences over
five years constitute only sporadic and insubstantial contacts); Bancroft & Masters, Inc. v. Augusta
Nat., Inc., 45 F. Supp. 2d 777, 781 (N.D. Cal. 1998), reversed on other grounds, 223 F.3d 1082 (9th
Cir. 2000) (Nor do ANIs occasional business trips to California to attend conferences or
educational seminars reflect the type of substantial or continuous and systematic contact needed to
confer general jurisdiction); Vice v. Woodline USA, Inc., No. C 10-04103 CW, 2011 U.S. Dist.
LEXIS 8014, at *6-7 (N.D. Cal. Jan. 21, 2011).
In Reiffin v. Microsoft Corp., No. C 11-03505 CRB, 2012 U.S. Dist. LEXIS 53220 (N.D.
Cal. Apr. 16, 2012), this court also found that defendants attendance at several California-based
conferences on behalf of defendant Microsoft over the years was insufficient to establish general
jurisdiction over a Washington resident because the economic reality is that Ballmers contacts with
California are more occasional than continuous and more infrequent than systematic. Id. at *11.
The same is true here. Although the Moving Defendants appear in California from time to
time to play MLB games against California-based MLB Clubs, they do so as mere visitors to this
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State. As one Court aptly put it, While it is clear that [the defendant] has stepped through the door,
there is no indication that it has sat down and made itself at home. Defendant was a visitor to the
forum; the physical presence necessary for an assertion of general jurisdiction requires more.
Glencore Grain Rotterdam B.V. v. Shivnath Rai Harnarain, Co., 284 F.3d 1114, 1124-25 (9th Cir.
2002). Accordingly, the Moving Defendants contacts with California are insufficient to confer
general jurisdiction.
2. The Court Lacks Specific Jurisdiction Because The Moving Defendants Do Not
Have Minor League Affiliates That Play In California And Therefore Plaintiffs
Claims Do Not Arise Out Of The Moving Defendants Contacts With California.
The inquiry whether a forum State may assert specific jurisdiction over a nonresident
defendant focuses on the relationship among the defendant, the forum, and the litigation. Walden v.
Fiore, 134 S.Ct. 1115, 1121 (2014) (internal citations omitted). For a State to exercise jurisdiction
consistent with due process, the defendants suit-related conduct must create a substantial connection
with the forum State. Id.
Courts in the Ninth Circuit use a three-part test to determine whether specific jurisdiction
exists: (i) the nonresident defendant must purposefully direct his activities or consummate some
transaction with the forum or residents thereof; or perform some act by which he purposefully avails
himself of the privilege of conducting activities in the forum, thereby invoking the benefits and
protections of its laws; (ii) the claim must be one which arises out of or relates to the defendants
forum-related activities; and (iii) the exercise of jurisdiction must comport with fair play and
substantial justice, i.e., it must be reasonable. Boshcetto v. Hansing, 539 F.3d 1011, 1016 (9th Cir.
2008). Each of the three tests must be satisfied to permit a district court to exercise limited
personal jurisdiction over a non-resident defendant. Peterson v. Kennedy, 771 F.2d 1244, 1261 (9th
Cir. 1985) (emphasis added).
7


7
If the court finds that one of the prongs has not been met, it generally stops the inquiry and
does not reach the other two prongs. See, e.g., Leroy-Garcia v. Brave Arts Licensing, No. C 13-
01181 LB, 2013 U.S. Dist. LEXIS 109872, at *36 n.8 (N.D. Cal. Aug. 5, 2013) (Because the court
finds that Plaintiffs did not meet their burden to show that the first prong of the applicable test for
specific personal jurisdiction, the court does not reach the second and third prongs of that test.);
Salesbrain, Inc. v. AngelVision Techs., No. C 12-05026 LB, 2013 U.S. Dist. LEXIS 40607, at *36
n.14 (N.D. Cal. Mar. 21, 2013) (same).
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a. The Moving Defendants Did Not Purposefully Avail Themselves Of
Conducting Activities In California With Respect To Minor League Players.
The purposeful availment factor examines whether the defendants contacts with the forum
are attributable to its own actions or are solely the actions of the plaintiff. Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 475 (1985). As the Ninth Circuit has explained, [i]n order to have
purposefully availed oneself of conducting activities in the forum, the defendant must have
performed some type of affirmative conduct which allows or promotes the transaction of business
with the forum state. Sinatra v. Natl Enquirer, Inc., 854 F.2d 1191, 1195 (9th Cir. 1988). Because
the Moving Defendants do not have any Minor League affiliates in California or otherwise play
Minor League games in California, they have not transacted any business in this State with respect to
the claims at issue in this case.
In cases like the instant case alleging, inter alia, violations of the wage and hour laws,
Defendants activities must satisfy the three-part effects test otherwise known as the purposeful
direction analysis. See Enriquez v. Interstate Group, LLC, No. 11-CV-05155 YGR, 2012 WL
3800801, at *3 (N.D. Cal. Aug. 31, 2012) (applying purposeful direction to FLSA claim); Holliday
v. Lifestyle Lift, Inc., No. C 094995 RS, 2010 WL 3910143, at *3 (N.D. Cal. Oct. 5, 2010) (noting
that policy of denying overtime compensation fits within the purposeful direction analysis).
8
To
satisfy this test, Defendants must have: (1) committed an intentional act that was; (2) expressly
aimed at the forum state and which; (3) caused harm that Defendants knew was likely to be suffered
in the forum state. Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797, 803 (9th Cir. 2004).
Even assuming, arguendo, that Defendants alleged refusal to pay Plaintiffs overtime
compensation is deemed to be an intentional act, the Moving Defendants could not have directed
their actions at California, much less have done so expressly, because none of the Minor League
Players who played for any of the Minor League teams affiliated with the movant Clubs played

8
The first part of the minimum contacts test is subdivided into purposeful direction, which
generally applies to tort claims, and purposeful availment, which generally applies to contract
claims. Yahoo! Inc. v. La Ligue Contre Le Racisme Et LAntisemitisme, 433 F.3d 1199, 1206 (9th
Cir. 2006). FLSA claims generally are analyzed as tort claims under purposeful direction. See
Enriquez, 2012 WL 3800801 at *3; Holliday, 2010 WL 3910143, at *3.
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games for these teams in California. See Schwarzenegger, 374 F.3d at 803. The Complaint itself
makes clear that the Moving Defendants contacts with Minor League Players are the exact opposite
of purposeful availment on the Moving Defendants part. To the contrary, and as the Complaint
alleges, any contacts between the Moving Defendants and Minor League Players in California are
simply a function of where Plaintiffs choose to live during the offseason. (Compl., 122) Thus, the
second prong cannot be met. Walden v. Fiore, 134 S. Ct. at 1123 ([a] forum States exercise of
jurisdiction over an out-of-state intentional tortfeasor must be based on intentional conduct by the
defendant that creates the necessary contacts with the forum.). This would be true even if one of
the players on a Minor League team affiliated with a Moving Defendant was a California resident.
([Defendants] actions in Georgia did not create sufficient contacts with Nevada simply because he
allegedly directed his conduct at plaintiffs whom he knew had Nevada connections.). Id. at 1125.
Accordingly, none of the Moving Defendants have purposefully availed themselves of
conducting activities in the forum with respect to Minor League Players.
b. Plaintiffs Claims Do Not Arise Out Of Or Relate To The Defendants Forum-
Related Activities.
Even if the Court concludes that the Moving Defendants purposefully availed themselves of
conducting business in California, there can be no dispute that the purported claims here do not arise
out of and are unrelated to those Clubs limited contacts with California. To determine whether a
claim arises out of forum-related activities, courts apply a but for test. Doe v. Unocal Corp., 248
F.3d 915, 924-25 (9th Cir. 2001). The question is whether the plaintiffs claims would have arisen
but for the defendants contacts with California. Id.
Here, it cannot be said that the Plaintiff Minor League players claims arose out of the
Moving Defendants contacts with California. None of these players worked for the Moving
Defendants or their Minor League affiliates in California. And, even though the Defendants Major
League Players worked in California while playing Major League Baseball games, neither these
players nor the time they spent playing Major League games are the subject of this action.
The courts decision in Thos P. Gonzalez Corp. v. Consejo Nacional de Produccion de Costa
Rica, 614 F.2d 1247 (9th Cir. 1980), is illustrative and supports the granting of the Moving
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Defendants motion. In that case, the Ninth Circuit concluded that although the defendant regularly
entered into sale and purchase agreements with a California resident, made payments in California,
frequently contacted the plaintiff, and visited California to complete two prior transactions, those
other California connections did not give California jurisdiction over a dispute regarding a new sale
and purchase agreement. The court explained: We find the crucial fact to be that [the] visit
pertained to transactions not at issue in this case. Id. at 1254. The same is true here. Although
Plaintiffs allege that all Defendants transact a significant amount of business in California,
(Compl., 118), those alleged transactions are not at issue in this case because the Moving
Defendants do not have Minor League teams in California and do not employ Minor League players
who play games in California; and any time spent by Major League players in California is
completely unrelated to the claims at issue in this case. Hence, there can be no claim that the Minor
League players claims arise out of the Moving Defendants forum-related activities in California.
c. The Exercise of Jurisdiction Over Any Of The Moving Defendants Would Not
Be Reasonable.
The third part of the specific personal jurisdiction analysis examines whether the exercise of
jurisdiction would be reasonable. Courts consider seven factors when making this determination: (1)
the extent of the defendants purposeful interjection into the forum states affairs; (2) the burden on
the defendant of defending in the forum; (3) the extent of conflict with the sovereignty of the
defendants state; (4) the forum states interest in adjudicating the dispute; (5) the most efficient
judicial resolution of the controversy; (6) the importance of the forum to the plaintiffs interest in
convenient and effective relief; and (7) the existence of an alternative forum. CE Distrib., LLC., 380
F.3d at 1107, 1112 (9th Cir. 2004). These factors weigh in favor of the Moving Defendants.
The first factor has been discussed in greater detail above. Defendants contacts with
California are limited to those occasions when the MLB Clubs visit this state to play MLB games.
The Moving Defendants are not California corporations, are not licensed to do business in
California, and do not own (or rent) any property here. In these circumstances, the Moving
Defendants have not sought the protection of Californias laws, and can hardly be said to have
purposefully interjected themselves into Californias affairs.
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Regarding the second factor, the burden on the Moving Defendants of defending in
California is substantial because it would require each Clubs representatives and employees to
travel out-of-state to litigate claims that did not arise here. Because the Moving Defendants do not
have players who played Minor League games in California, the Moving Defendants could not have
reasonably foreseen being called into court in this State for these claims. Accordingly, this factor
favors the Moving Defendants.
The third factor is neutral since there is no apparent conflict between the sovereignty of
California and any of the Defendants resident states.
With respect to the fourth factor, California does not have a compelling interest in
adjudicating the dispute where the conduct at issue did not take place within its borders. Although
California courts have an interest in enforcing this states employment laws, this interest is mitigated
where none of the events at issue with respect to the Moving Defendants took place in California.
Fed. Deposit Ins. Corp. v. British-Am. Ins. Co., Ltd., 828 F.2d 1439, 1444 (9th Cir. 1987) (California
has less of an interest in adjudicating disputes where the activity at issue did not occur in California),
citing Kipperman v. McCone, 422 F. Supp. 860, 874 (N.D. Cal. 1976).
The fifth factor concerns the efficiency of the forum. In evaluating this factor, [courts look]
primarily at where the witnesses and the evidence are likely to be located. Core-Vent Corp. v.
Nobel Indus. AB, 11 F.3d 1482, 1489 (9th Cir. 1993). This factor weighs heavily in favor of
dismissal. Because the Moving Defendants do not have a presence in this state other than the times
that they play MLB games here, the evidence related to the Moving Defendants Minor League
operations exists exclusively outside of California. Litigating Plaintiffs claims against the Moving
Defendants in California would be demonstrably inconvenient because out-of-state witnesses would
be required to travel here to testify about events which occurred outside of California.
The sixth factor concerns the convenience and effectiveness of relief for the plaintiff. [I]n
this circuit, the plaintiffs convenience is not of paramount importance. Dole Food Co. v.
Watts, 303 F.3d 1104, 1116 (9th Cir. 2002). However, even if it were, we note that only 4 out of the
34 named Plaintiffs reside in this State.
The seventh and final factor concerns the availability of an alternate forum. Plaintiffs bear
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the burden of proving the unavailability of an alternative forum. Core-Vent Corp., 11 F.3d at 1490.
Plaintiffs cannot meet their burden because each Clubs principal place of business lies outside of
California and, therefore, the Moving Defendants are subject to general jurisdiction in those other
states. Moreover, the Moving Defendants are also subject to jurisdiction in the states where
Plaintiffs claims arose e.g., Florida. As set forth more fully in Defendants Motion to Transfer
Venue, the State of Florida provides an alternative and more convenient forum for this dispute.
9

Weighing all of these seven considerations, the balance of factors clearly favors dismissing
Plaintiffs claims against the Moving Defendants for lack of personal jurisdiction.
IV. CONCLUSION
As demonstrated above, this Court can assert neither general nor specific personal
jurisdiction over any of the Moving Defendants. Accordingly, the Court should grant the instant
motion and dismiss these Defendants from this case.


Dated: May 23, 2014 PROSKAUER ROSE LLP
ELISE M. BLOOM (admitted pro hac vice)
HOWARD L. GANZ
NEIL H. ABRAMSON (admitted pro hac vice)
ADAM M. LUPION (admitted pro hac vice)
LAURA REATHAFORD

By:
/s/ Elise M. Bloom
Elise M. Bloom
Attorneys for Defendants



9
Simultaneous with the filing of this motion, all Defendants have filed a Motion to Transfer
Venue pursuant to 28 U.S.C. 1404(a). In the event that the Court denies this Motion to Dismiss,
the Moving Defendants herein move in the alternative to transfer venue, and respectfully join in the
Motion to Transfer Venue.
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