Bluestar Genomics v. Song

Background

Bluestar Genomics asserted claims against Dr. Chunxiao Song for allegedly breaching a consulting-services contract, breaching the implied duty of good faith and fair dealing, and converting ownership rights in certain technologies that Bluestar contended he was required to assign under the contract.

The court previously denied Dr. Song’s motion to dismiss for lack of personal jurisdiction. It concluded that Bluestar had shown specific personal jurisdiction under a three-part test: Dr. Song purposefully established contacts with California; Bluestar’s claims arose out of or related to those contacts; and Dr. Song had not shown that exercising jurisdiction would be unreasonable.

The earlier ruling relied on Dr. Song’s long-term consulting relationship with Bluestar, the California choice-of-law provision in the agreement, his two visits to Bluestar’s California offices, and his receipt of all contract payments in a California bank account.

Motion for Interlocutory Appeal

Dr. Song sought certification under 28 U.S.C. § 1292(b). That statute creates a limited exception to the usual rule that appeals generally occur only after a final judgment. Certification requires the district court to find that the order involves a controlling legal question, that there is substantial ground for disagreement about the question, and that an immediate appeal could materially advance the end of the litigation. The court of appeals would still have discretion whether to allow the appeal.

For this motion, Dr. Song challenged only the earlier ruling’s conclusion that Bluestar’s claims arose out of or related to his California contacts. He argued that reasonable judges could disagree about how decisions including Ford Motor Co. v. Montana Eighth Judicial District, Ayla, and Palka applied to this contract dispute, particularly because Bluestar had not shown but-for causation and the contractual relationship was not centered in California.

Court’s Analysis

The court held that Dr. Song had not shown a substantial ground for disagreement. It explained that Ford and Ayla clarify that a claim need not be caused by a defendant’s forum contacts if the claim is sufficiently connected or related to those contacts. Palka also supported jurisdiction in a contract-for-services case where the defendant’s alleged failure to perform was connected to an ongoing relationship with a California business, even though much of the work occurred outside California.

The court found the relevant connection here because Dr. Song’s California contacts were tied to the Consulting Agreement, and Bluestar’s claims arose out of or related to that agreement. The court also noted that Dr. Song did not identify a case involving similar facts in which a court reached the opposite conclusion. In the court’s view, disagreement with its reasoning was not enough to establish the substantial difference of opinion required by § 1292(b), and no novel legal issue was presented.

Ruling

Because at least one statutory requirement for certification was not satisfied, the court denied Dr. Song’s motion for certification under 28 U.S.C. § 1292(b). It also denied his motion to stay the action pending appeal. Judge Jon S. Tigar entered the order on January 4, 2024.