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Tentative Ruling
Judge Colleen Sterne
Department 5 SB-Anacapa
1100 Anacapa Street P.O. Box 21107 Santa Barbara, CA 93121-1107


Alan Parsons, et al. v. John Regna, et al.

Case No: 19CV05581
Hearing Date: Mon Jan 13, 2020 9:30

Nature of Proceedings: Hearing Preliminary injunction; Motion Quash Service of Summons for Lack of Personal Jurisdiction or in the Alternative, Motion to Stay or Dismiss the Action




Alan Parsons, et al., v. John Regna, etc., et al. (Judge Sterne)

Case No. 19CV05581


Hearing Date: January 13, 2020                                                     



(1)       Motion of Defendants to Quash Service of Summons or to Stay or Dismiss Action for Inconvenient Forum

 (2)       Application of Plaintiffs for Preliminary Injunction



For Plaintiffs Alan Parsons and Appertaining LLC: Jeffrey D. Goldman, Rod S. Berman, Remi T. Salter, Jeffer Mangels Butler & Mitchell

For Defendants John Regna and World Entertainment Associates of America, Inc.: Sean E. Macias, Macias Counsel, Inc.




(1)       The motion of defendants John Regna and World Entertainment Associates of America, Inc., to quash service of summons or to stay or dismiss action is granted. Service of summons is quashed as to these defendants for lack of personal jurisdiction.

(2)      The application of plaintiffs for preliminary injunction is ordered off calendar for lack of personal jurisdiction over the defendants.



  1. Motion to Quash Service of Summons




On October 18, 2019, plaintiffs Alan Parsons and Appertaining LLC (Appertaining) filed their original complaint in this action. The complaint asserts 12 causes of action: (1) breach of fiduciary duty; (2) breach of contract; (3) conversion; (4) infringement of statutory right of publicity (Civ. Code, § 3344); (5) misappropriation of common law right of publicity; (6) federal trademark infringement (15 U.S.C. § 1114); (7) false designation of origin (15 U.S.C. § 1125(a), (d)); (8) federal trademark dilution (15 U.S.C. § 1125(c)); (9) state trademark dilution and injury to reputation (Bus. & Prof. Code, § 14330); (10) unfair business practices (Bus. & Prof. Code, § 17200 et seq.); (11) common law trademark infringement; and, (12) common law unfair competition.


On December 2, 2019, defendants John Regna and World Entertainment Associates of America, Inc., (WEAA) filed their motion to quash service of summons on the grounds of lack of personal jurisdiction of this court over these specially appearing defendants. Defendants alternatively move to stay or to dismiss this action on the grounds of inconvenient forum. Plaintiffs oppose the motion. The evidence presented is summarized below; these summaries are not intended to be exhaustive. The court has reviewed all of the evidence and relies only upon admissible evidence for its ruling.


(1)       Evidence of Defendants as to Jurisdiction (Moving Papers)


In support of their motion, defendants present the declaration of Regna. Regna declares that since July 23, 1971, he has worked as an artist agent, artist manager, event promoter, and producer in the fields of recorded and filmed music and family entertainment show. (Regna decl., ¶ 2.) Regna does not engage in any of these professional business activities business personally, but does so only through WEAA. (Ibid.)


Regna is a resident of, has resided in, and has been a citizen of, the state of Florida since 2002. (Regna decl., ¶ 3 & exhibit 1; Parsons decl., dated Nov. 6, 2019, ¶ 11.) Regna has a talent agent license issued by the state of Florida, Department of Business & Professional Regulation. (Regna decl., ¶ 3.) Since 2005, Regna has lived in the Orlando, Florida area. (Regna decl., ¶ 7.) Regna has never had offices in, or resided in California. (Ibid.)


WEAA was incorporated in New Jersey on December 29, 1994. (Regna decl., ¶ 4.) WEAA was located in Orlando for many years prior to any relationship with Alan

Parsons or Appertaining. (Ibid.) On January 13, 2005, WEAA filed an Application by Foreign Corporation for Authorization to Transact Business in Florida and has since been authorized to transact business in the State of Florida. (Ibid.) Since that time, WEAA has maintained a business address, mailing address and registered agent in Orlando, Florida. (Regna decl., ¶¶ 4-5.) On January 11, 2019, the State of Florida, Department of State, issued a Certificate of Status confirming that WEAA was authorized to transact business in Florida, that all dues had been paid through December 31, 2019, that the corporation is active, and that the corporation has not filed a Certificate of Withdrawal. (Regna decl., ¶6 & exhibit 4.) Since 2005, the only offices maintained by WEAA were in Orlando, Florida. (Regna decl., ¶ 7.) WEAA has never had offices in, or qualified to do business in, California. (Ibid.) Any promotional materials prepared or promoted by WEAA contain WEAA’s Florida address. (Regna decl., ¶ 8.) Any and all business conducted by WEAA was conducted from its offices in Florida. (Ibid.)


WEAA had only an oral agreement with Alan Parsons. (Regna decl., ¶ 9.) Any and all work WEAA performed for plaintiffs was done from its location in Florida. (Ibid.) Any contracts negotiated by WEAA for plaintiffs was negotiated and drawn up in Florida. (Ibid.) There is no written agreement providing for jurisdiction or venue in California. (Ibid.) Regna did not meet Parsons in person until six months after they entered the oral agreement; that meeting was in a hotel dining room of a property which is in the complex of the Orlando International Airport, in Florida. (Ibid.)


Regna never, either personally or on behalf of WEAA, consented to resolve any disputes regarding the relationship with Parsons in California. (Regna decl., ¶ 10.) Regna, personally, has seen Parsons on one occasion in California when attending the funeral of the first wife of Danny Seraphine. (Regna decl., ¶ 11.) This visit with Parsons was a side trip to his home in Goleta, California to attend a lunch at which time they ate and spent time visiting with each other. (Ibid.) The funeral had no relation to their business relationship and Regna did not conduct any business related to the allegations in the complaint on that trip. (Ibid.)


(2)       Evidence of Plaintiffs as to Jurisdiction (Opposition)


Plaintiffs provide evidence in opposition to this motion by referring to the declaration and supplemental declaration of Alan Parsons submitted in connection with the pending order to show cause re preliminary injunction. As a consequence, the declarations are principally focused upon the substantive claims rather than upon jurisdictional facts.


Parsons is a musician, songwriter, composer, musical performer, music producer, and recording engineer. (Parsons decl., dated Nov. 6, 2019, ¶ 2.) In the 1970s, Parsons formed The Alan Parsons Project, a duo with Eric Woolfson, who died in 2009. (Ibid.) Among other things, musical recordings of The Alan Parsons Project have achieved “Platinum” and “Gold” album status and have been highly ranked in the Billboard pop music charts. (Ibid.) Woolfson and Parsons were the only members of The Alan Parsons Project ever. (Parsons decl., ¶ 3.) The Alan Parson Project act consisted of the work of Parsons and Woolfson with singers and session musicians brought in as needed to complete the musical vision. (Ibid.) More than 500 musicians and vocalists performed on the ten albums of The Alan Parsons Project. (Parsons decl., ¶ 4.) In the late 1980s, Woolfson and Parsons ceased recording new music as The Alan Parsons Project and, with limited exception, only performed music live under the name The Alan Parsons Live Project. (Parsons decl., ¶ 5.) Parsons has generally arranged for the contracts for such performances to be entered into by his loan-out company, Appertaining. (Ibid.) “Alan Parsons” and “Alan Parsons Live Project” are United States registered trademarks of Parsons. (Parsons decl., ¶ 8.)


In 2009, Parsons was introduced to Regna. (Parsons decl., ¶ 9.) Regna aggressively solicited Parsons to become a client of his and WEAA. (Ibid.) By letter dated August 25, 2009, Regna confirmed that he “assured [Parsons] of quality representation in the entertainment field ….” (Id. & exhibit 3.) Regna sought to persuade Parsons to enter into a broad and all-encompassing contractual relationship in which Regna and WEAA would control virtually every aspect of Parsons’s professional and musical endeavors, including sending a proposed written contract to that effect, but Parsons chose to limit the scope of Regna’s services to his live performances and appearances. (Parsons decl., ¶ 10.) Parsons and Regna never finalized a written contract. (Ibid.)


The contract was negotiated by Parsons entirely from his home in Santa Barbara (Goleta), except for a small number of communications made or received while on tour. (Parsons supp. decl., dated Dec. 9, 2019, ¶ 2.) Regna knew that the primary purpose of the contract was for Parsons to earn enough money touring to pay off his homes in Santa Barbara County. (Ibid.)


During their nine-year business relationship, Parsons lived in Santa Barbara, Regna lived in Florida, and WEAA’s offices were in Florida. (Parsons decl., ¶ 11.) Parsons is not aware of either Regna or WEAA having offices in any other country, and Parsons did not ever utilize any such other offices. (Ibid.) Under this arrangement Regna and WEAA arranged for Parsons’s performances in the United States and around the world. (Ibid.)The material terms of this contract included that Regna and WEAA promised to solicit and obtain opportunities for Parsons and Appertaining to engage in live performances or appearances, to obtain plaintiffs’ consent to commence negotiations for each such performance or appearance, to negotiate the terms and conditions of each such performance or appearance, to obtain plaintiffs’ consent to such terms and conditions, to present the final contract for such performance or appearance to plaintiffs for approval and signature, to make necessary arrangements in preparation for each such performance or appearance, to ensure that all required licenses and consents for such performance or appearance were obtained, to personally collect and safeguard plaintiffs’ compensation for the performance or appearance, and ensure that it was collected in the proper amount, and to faithfully and accurately account to plaintiffs for such compensation on a timely and regular basis, less their agreed-upon commission for the performance or appearance. (Parsons decl., ¶ 12.) Parsons never granted Regna or WEAA any property interest in any of Parsons’s performances or appearances or in any of the trademarks. (Ibid.) The contract was terminable by Parsons and Appertaining at will. (Ibid.) During the course of this relationship Regna obtained confidential information regarding Parsons’s live performances and Parsons entrusted Regna to maintain the confidentiality of this information and not to use it in competition with Parsons in direct competition with Parsons during the relationship or after it ended. (Parsons decl., ¶ 14.)


Between 2009 and 2018, Parsons estimates that he engaged in many hundreds of telephone calls and exchanged thousands of emails, texts, Skypes, and WhatsApps with Regna while Parsons was in Santa Barbara. (Parsons supp. decl., ¶ 3.) During this period, Regna also negotiated and arranged 14 contracts and bookings for live shows in California performed between 2013 and 2018. (Ibid.) Regna also sent the payment for the live performances to Parsons’s Santa Barbara-based bank account. (Ibid.)


Parsons disputes Regna’s declaration statement that he saw Parsons only once in California. (Parsons supp. decl., ¶ 5.) According to Parsons, Regna attended Parsons’s live performance on March 19, 2017, and extensively discussed business during that trip. (Ibid.) Regna returned to Santa Barbara on March 25, 2017, and also discussed business. (Parsons supp. decl., ¶ 6.) Further business was discussed during this trip. (Parsons supp. decl., ¶¶ 7-9.)


In April 2018, Parsons terminated his relationship with Regna and WEAA in writing. (Parsons decl., ¶ 22 & exhibit 12.)


After the termination of this relationship, Parsons identified and had legal counsel address performances of other musicians occurring under titles confusingly similar to Parsons’s trademarks booked through Regna in Barcelona, Spain. (Parsons decl., ¶¶ 28-30.) Parsons also responded to an action in the United Kingdom asserting his trademark rights against performances of other musicians. (Parsons decl., ¶ 30.)


(3)       Evidence of Defendants as to Jurisdiction (Reply Papers)


Defendants submit the reply declaration of Regna, which responds to the opposition of plaintiffs to the motion and does not otherwise provide new evidence.

According to Regna, WEAA did not solicit Alan Parsons. (Regna reply decl., ¶ 2.) Regna was given Mr. Parsons’s number by Eric Troyer, who said that Parsons wanted Regna to call him. (Ibid.) At that time, Regna believed that Parsons was dead and was unaware that Parsons was a performer. (Ibid.) After talking to Parsons and making the agreement to represent plaintiffs telephonically, Regna worked for months before finally meeting Parsons in person in Florida. (Regna reply decl., ¶ 3.) WEAA’s relationship with Parsons was exclusive worldwide representation as his music manager and agent. (Ibid.)


Regna never went to California for a meeting or a visit with Parsons until the March 2017 visit. (Regna reply decl., ¶ 4.) This was the one and only time Regna was in Santa Barbara in at least 20 years. (Ibid.)


All negotiations for the Alan Parsons Live Project contracts took place in the office of WEAA in Florida. (Regna reply decl., ¶ 5.) All contracts were physically issued, send by email or other mail from the WEAA office in Florida. (Regna reply decl., ¶ 6.) The heading of each contract was named, “Alan Parsons Live Project – Engagement Agreement.” (Ibid., capitalization altered.) All contracts were signed by Parsons at various locations around the world based upon when they were signed. (Ibid.) The only place Parsons ever signed a document in front of Regna was in Florida. (Regna reply decl., ¶ 13.)


Parsons specifically instructed WEAA to handle all financial transactions for Parsons and The Alan Parsons Live Project out of the WEAA office in Florida because Parsons had no staff or any employees for Appertaining and Parsons wanted everything handled there. (Regna reply decl., ¶ 7.) All physical checks were drawn in the WEAA office in Florida and all wire transfers were ordered only from the WEAA office in Florida. (Regna reply decl., ¶ 8.) All physical fan club mail was, and continues to be, generally received at the WEAA office in Florida and reported by U.S. mail to Parsons’s home. (Regna reply decl., ¶ 9.) All graphic design work for The Alan Parsons Live Project was done in Florida, with all promotional materials stating WEAA of Orlando, Florida. (Regna reply decl., ¶ 10.)


WEAA has been based in Orlando, Florida, from 2002 to the present. (Regna reply decl., ¶ 16.) All witnesses, representatives, and employees of WEAA are located in Florida. (Ibid.) All records, documents, and other information relating to WEAA’s former relationship with Parsons are located in Florida. (Ibid.)


During WEAA’s relationship with Parsons, any and all bookings were made based on WEAA’s own contacts, history, pricing, commission rates, and trade secrets. (Regna reply decl., ¶ 18.) WEAA has developed its own marketing channels, customer lists, and marketing strategies that are exclusive to WEAA and not particular to any artist or band that WEAA represents or promotes. (Ibid.)




“A defendant, on or before the last day of his or her time to plead or within any further time that the court may for good cause allow, may serve and file a notice of motion for one or more of the following purposes: [¶] (1) To quash service of summons on the ground of lack of jurisdiction of the court over him or her. [¶](2) To stay or dismiss the action on the ground of inconvenient forum.” (Code Civ. Proc., § 418.10, subd. (a)(1), (2).)


“ ‘California courts may exercise personal jurisdiction on any basis consistent with the Constitution of California and the United States. [Citation.] The exercise of jurisdiction over a nonresident defendant comports with these Constitutions “if the defendant has such minimum contacts with the state that the assertion of jurisdiction does not violate ‘ “traditional notions of fair play and substantial justice.” ’ ” [Citation.]’ [Citation.] ‘[T]he minimum contacts test asks “whether the ‘quality and nature’ of the defendant’s activity is such that it is ‘reasonable’ and ‘fair’ to require him to conduct his defense in that State.” [Citation.] The test “is not susceptible of mechanical application; rather, the facts of each case must be weighed to determine whether the requisite ‘affiliating circumstances’ are present.” [Citation.]’ [Citation.]” (Jayone Foods, Inc. v. Aekyung Industrial Co. Ltd. (2019) 31 Cal.App.5th 543, 552–553 (Jayone Foods).)


“ ‘Personal jurisdiction may be either general or specific. A nonresident defendant may be subject to the general jurisdiction of the forum if his or her contacts in the forum state are “substantial ... continuous and systematic.” [Citations.]’ [Citation.]” (Jayone Foods, supra, 31 Cal.App.5th at p. 553.) Neither party argues that defendants have sufficient contacts to be subject to general personal jurisdiction in California. (Opposition, p. 8; Motion, p. 5.) Instead, plaintiffs assert personal jurisdiction on the basis of specific jurisdiction.


“ ‘If the nonresident defendant does not have substantial and systematic contacts in the forum sufficient to establish general jurisdiction, he or she still may be subject to the specific jurisdiction of the forum....’ [Citation.] ‘When determining whether specific jurisdiction exists, courts consider the “ ‘relationship among the defendant, the forum, and the litigation.’ ” [Citation.] A court may exercise specific jurisdiction over a nonresident defendant only if: (1) “the defendant has purposefully availed himself or herself of forum benefits” [citation]; (2) “the ‘controversy is related to or “arises out of” [the] defendant’s contacts with the forum’ ” [citation]; and (3) “ ‘the assertion of personal jurisdiction would comport with “fair play and substantial justice” ’ ” [citation].’ [Citation.]” (Jayone Foods, supra, 31 Cal.App.5th at p. 553.)


“ ‘ “When a defendant moves to quash service of process” [on jurisdictional grounds], “the plaintiff has the initial burden of demonstrating facts justifying the exercise of jurisdiction.” [Citation.] “If the plaintiff meets this initial burden, then the defendant has the burden of demonstrating ‘that the exercise of jurisdiction would be unreasonable.’ ” [Citation.]’ [Citation.]” (Jayone Foods, supra, 31 Cal.App.5th at p. 553.)


The determination of specific jurisdiction is made as to each defendant individually. (Calder v. Jones (1984) 465 U.S. 783, 790 [104 S.Ct. 1482, 79 L.Ed.2d 804].) However, neither party argues that any fact relating to the jurisdictional issue is different as to either of the defendants. Like the parties, in the absence of any argument or facts distinguishing the defendants, the court analyzes the defendants’ jurisdictional issues together.


In Bristol-Myers Squibb Co. v. Superior Court (2017) 582 U.S. __ [137 S.Ct. 1773, 1781, 198 L.Ed.2d 395] (Bristol-Myers), the United States Supreme Court partially overruled California’s then-current approach to specific jurisdiction: “Our settled principles regarding specific jurisdiction control this case. In order for a court to exercise specific jurisdiction over a claim, there must be an ‘affiliation between the forum and the underlying controversy, principally, [an] activity or an occurrence that takes place in the forum State.’ [Citation.] When there is no such connection, specific jurisdiction is lacking regardless of the extent of a defendant’s unconnected activities in the State. [Citation.] [¶] For this reason, the California Supreme Court’s ‘sliding scale approach’ is difficult to square with our precedents. Under the California approach, the strength of the requisite connection between the forum and the specific claims at issue is relaxed if the defendant has extensive forum contacts that are unrelated to those claims. Our cases provide no support for this approach, which resembles a loose and spurious form of general jurisdiction. For specific jurisdiction, a defendant’s general connections with the forum are not enough. As we have said, ‘[a] corporation’s “continuous activity of some sorts within a state ... is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.” ’ [Citation.]” (Bristol-Myers, supra, 137 S.Ct. at p. 1781.)


Because it is conceded that personal jurisdiction applies here only, if at all, on a specific jurisdiction basis, the jurisdictional analysis is confined to those facts which connect the claims against defendants to California. (Bristol-Myers, supra, 137 S.Ct. at p. 1780 [“ ‘[S]pecific jurisdiction is confined to adjudication of issues deriving from, or connected with, the very controversy that establishes jurisdiction.’ [Citation.]”].)


“ ‘The purposeful availment inquiry ... focuses on the defendant’s intentionality. [Citation.] This prong is only satisfied when the defendant purposefully and voluntarily directs his activities toward the forum so that he should expect, by virtue of the benefit he receives, to be subject to the court’s jurisdiction based on’ his contacts with the forum. [Citation.] Thus, the ‘ “purposeful availment” requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of “random,” “fortuitous,” or “attenuated” contacts [citations], or of the “unilateral activity of another party or a third person.” [Citations.]’ [Citation.] ‘When a [defendant] “purposefully avails itself of the privilege of conducting activities within the forum State,” [citation], it has clear notice that it is subject to suit there, and can act to alleviate the risk of burdensome litigation by procuring insurance, passing the expected costs on to customers, or, if the risks are too great, severing its connection with the State.’ [Citation.]” (Pavlovich v. Superior Court (2002) 29 Cal.4th 262, 269.)


The causes of action of the complaint are all fundamentally based upon claims that, after the business relationship between Parsons and Regna was terminated, Regna participated in promoting musical events with names, descriptions, and marks that are confusingly similar to the trademarks of Parsons and improperly suggesting a connection between Parsons and those musical events that did not exist. (See Parsons decl., ¶¶ 34-38.) These alleged activities (disputed in various regards by defendants) are outside the scope of the prior relationship between Parsons and Regna. “ ‘The relevant period during which “minimum contacts” must have existed is when the cause of action arose rather than when the complaint was filed or served’ ” (Cadle Co. II, Inc. v. Fiscus (2008) 163 Cal.App.4th 1232, 1239, quoting 1 Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2007) ¶ 3:205.1, p. 3–55.) Because the causes of action arose after the relationship was terminated, the specific jurisdiction analysis must focus on the post-termination connections among defendants, the claims, and California.


“[T]he plaintiff cannot be the only link between the defendant and the forum. Rather, it is the defendant’s conduct that must form the necessary connection with the forum State that is the basis for its jurisdiction over him. [Citations.] To be sure, a defendant’s contacts with the forum State may be intertwined with his transactions or interactions with the plaintiff or other parties. But a defendant’s relationship with a plaintiff or third party, standing alone, is an insufficient basis for jurisdiction.” (Walden v. Fiore (2014) 571 U.S. 277, 285–286 [134 S.Ct. 1115, 188 L.Ed.2d 12].)


Although there is conflicting evidence as to particulars, there is at its core little factual dispute that defendants have virtually no connection to California relating to plaintiffs’ claims. The harm asserted by plaintiffs is post-termination trademark infringement outside of California—and more generally, outside the United States. The connection to California is plaintiffs’ residence in California and plaintiffs’ financial injury of a California resident attendant to the alleged improper activity outside of California. Defendants’ alleged conduct as it relates to plaintiffs’ claims does not show that defendants purposefully availed themselves of the benefits of California. Defendants’ business is wholly based in Florida, their business as it relates to the claims (assuming without deciding the truth of the allegations regarding defendants’ participation in infringing conduct) is purposefully directed at the states and countries where confusion of those states’ and countries’ residents may occur, not to California. After considering all of the admissible evidence, the court concludes that plaintiffs have not met their burden to show either of the first two elements of the specific personal jurisdiction analysis.


Defendants, on the other hand, have shown that even if the minimal connection between defendants and California were sufficient to meet the first two elements of the specific jurisdiction analysis, exercise of jurisdiction by this court under these facts would be unreasonable. Plaintiffs’ complaint is fundamentally based upon the nature and extent of defendants’ Florida business in directing or participating in non-California infringements of plaintiffs’ trademarks. Litigation of those issues are necessarily centered in Florida. More significantly, plaintiffs seek to invoke this court’s equitable powers to control defendants’ Florida-based business as that business is conducted in other states and countries. (See Plaintiffs’ Application for Order to Show Cause re Preliminary Injunction, pp. 21-23 [seeking worldwide scope of injunction].) The assertion of personal jurisdiction over defendants would entail defendants’ litigation of their worldwide business in a forum so greatly attenuated to the nature of plaintiffs’ claims that the exercise of personal jurisdiction by this court would not comport with “fair play and substantial justice.” (As such, these same factors support granting the alternative motion to stay or to dismiss the action for forum non conveniens. However, in light of the court’s jurisdiction ruling, the alternative motion is moot.)


Accordingly, defendants’ motion to quash service of summons on the basis of lack of personal jurisdiction will be granted. The alternative motion to stay or dismiss the action for forum non conveniens is thereby moot.


2.     Preliminary Injunction


As set forth above, the court grants the motion to quash on the grounds of a lack of personal jurisdiction of the court over the defendants. Insofar as the application for issuance of preliminary injunction is aimed specifically at the conduct of the defendants over whom the court has no personal jurisdiction, the application for issuance of preliminary injunction is ordered off calendar as moot. (See Rothschild v. Erda (1968) 258 Cal.App.2d 750, 753, 756 [personal jurisdiction required for preliminary injunction].)


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