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Oribe Hair Care, LLC v. Canales

United States District Court, S.D. Florida

May 15, 2017

ORIBE HAIR CARE, LLC, Plaintiff,
v.
ORIBE CANALES, et al., Defendants.

          ORDER

          DARRIN P. GAYLES UNITED STATES DISTRICT JUDGE.

         THIS CAUSE comes before the Court on Defendants Oribe Canales and Orizak, LLC's Motion to Transfer Pursuant to 28 U.S.C. § 1404(a) [ECF No. 49]. The Court has reviewed the Motion and the record and is otherwise fully advised. For the reasons set forth below, the Court grants the Motion.

         I. BACKGROUND

         Plaintiff Oribe Hair Care, LLC (“OHC”), is a New York limited liability company that designs and distributes haircare and beauty products throughout the United States under the federally registered ORIBE trademark. [ECF No. 1 at 1]. Defendant Oribe Canales is a celebrity hairstylist who cofounded OHC in 2007 [Id. at 3], and Defendant Orizak, LLC, is a limited liability company that operates the Oribe Salon in Miami Beach, Florida under the direction and supervision of Canales. [Id. at 1]. From 2007 to 2012, Canales and OHC entered into four agreements governing, inter alia, the parties' ownership interests and the extent to which the parties are permitted to utilize Canales's name, image, and likeness.[1]

         On or about January 6, 2017, Canales posted an image on Instagram. [Id. at 7]. The image depicted a caricature of Canales crucified on a cross, holding shears and a blow dryer, and surrounded by women. [Id. at 7-9]. His first name, “ORIBE, ” and the words “KINDA GENIUS” appeared at the bottom of the image. [Id.]. On January 12, 2017, OHC filed an Emergency Motion for Temporary Restraining Order and Preliminary Injunction, arguing, inter alia, that Canales's Instagram image harmed OHC's trademarks and reputation. [ECF No. 6]. The Court granted OHC's Emergency Motion [ECF No. 11]. At a hearing on January 23, 2017, Defendants argued that this Court is not the appropriate forum for this action and agreed to refrain from using the image at issue while they filed their motion to transfer venue. [ECF No. 33]. Accordingly, the Court found good cause to extend the Temporary Restraining Order so that the Court could rule on the motion. [Id.].

         On February 24, 2017, Defendants filed the instant Motion to Transfer, asserting that this action should be transferred to the U.S. District Court for the Southern District of New York pursuant to 28 U.S.C. § 1404(a) because four separate agreements contain valid and mandatory forum-selection clauses requiring that any controversy, claim, or matter “arising out of” or relating to the agreements be filed in the courts of New York. [ECF No. 49 at 6].

         Specifically, the Contribution Agreement (and the Master Assignment and License Agreement, which incorporates the Contribution Agreement [ECF No. 30-2 ¶ 5]) contains the following forum-selection clause:

In the event of any controversy or claim arising out of or relating to this Agreement or the breach or alleged breach hereof, each of the parties hereto irrevocably (a) submits to the exclusive jurisdiction of the U.S. District Court for the Southern District of New York located in New York County or, if such court does not have jurisdiction, the New York Supreme Court sitting in New York County, (b) waives any objection which it may have at any time to the laying of venue of any action or proceeding brought in any such court, (c) waives any claim that such action or proceeding has been brought in an inconvenient forum or that there is a more convenient forum for such action or proceeding . . .

[ECF No. 30-1 § 9.06]. The Canales License Agreement[2] contains the following forum-selection clause:

The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. . . .

[ECF No. 30-4 § 9.10]. And the Settlement Agreement and Release contains the following forum-selection clause:

Each Party hereto irrevocably and unconditionally submits to and accept [sic] the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York for any action, suit or proceeding arising out of or based upon this Agreement or any matter relating to it and waive [sic] any objection that it may have to the laying of venue in any such court or that such court is an inconvenient forum or does not have personal jurisdiction over them. . . .

[ECF No. 21 ¶ 20(d)].

         OHC does not dispute that the forum-selection clauses are valid; rather, it argues that the forum-selection clauses do not apply because the claims in the Complaint do not fall ...


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