Lens.com Inc. v. Aimclear LLC

Background

Lens.com Inc. brought claims against Aimclear LLC for breach of contract, unjust enrichment, and breach of the implied covenant of good faith and fair dealing. The dispute arose from a January 2018 services agreement under which Aimclear was to provide digital marketing, advertising, social-media management, and public-relations services. Lens.com alleged that Aimclear performed only minimal social-media work, failed to attract enough visitors to Lens.com’s website, failed to track traffic properly, and failed to perform public-relations work.

The agreement stated: “Any action shall be venued in Duluth, St. Louis County, Minnesota, and shall be subject to Minnesota law.” Lens.com filed the case in Nevada state court, and Aimclear removed it to federal court based on diversity jurisdiction.

Personal Jurisdiction

Aimclear moved to dismiss under Federal Rule of Civil Procedure 12(b)(2), arguing that its contacts with Nevada did not support either general or specific personal jurisdiction. Aimclear said its employees performed the work in Minnesota and that its Nevada contacts consisted mainly of attending industry conferences and having limited contact with Lens.com’s representative.

The court denied that part of the motion. It found that Lens.com made a preliminary showing of specific personal jurisdiction. The court relied on evidence that Aimclear routinely traveled to Las Vegas for conferences and business solicitation, and that Aimclear representatives met with Lens.com representatives in Nevada in 2015, 2016, and 2017 to solicit Lens.com’s business and negotiate the relationship that led to the agreement. The court concluded that Aimclear purposefully conducted activities in Nevada and that Lens.com’s claims arose from those activities.

The court also found that Aimclear had not shown that exercising jurisdiction would be unreasonable. In particular, the court noted that Aimclear’s motion did not address specific jurisdiction and that its reply lacked supporting legal authority. The court therefore denied Aimclear’s request to dismiss for lack of personal jurisdiction.

Transfer of Venue

Aimclear alternatively sought transfer under 28 U.S.C. § 1404(a) to the U.S. District Court for the District of Minnesota. The court explained that a valid forum-selection clause generally receives controlling weight, and that the party opposing it bears a heavy burden to show that transfer should not occur.

Lens.com argued that the clause was permissive rather than mandatory because it did not use words such as “must,” “only,” or “exclusive.” The court rejected that argument. Relying on Ninth Circuit precedent, it held that the agreement’s reference to “any action” and its use of “shall be venued” made the clause mandatory and showed that Duluth, St. Louis County, Minnesota, was the required forum.

The court found that Lens.com had not identified public-interest factors that overwhelmingly disfavored transfer or shown an exceptional circumstance against enforcing the clause. It therefore granted Aimclear’s alternative request for transfer under § 1404(a).

Disposition

The court ordered that Aimclear’s motion to dismiss was GRANTED in part and DENIED in part. It denied the request to dismiss for lack of personal jurisdiction and granted the alternative request to transfer the case to the District of Minnesota, Duluth Division. The clerk was directed to transfer the case and close the Nevada case.