Valna Holding Cypress Ltd v. BiBo Biopharma Engineering Company Ltd. et al

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United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
VALNA HOLDING CYPRESS LTD,
Petitioner,
v.
BIBO BIOPHARMA ENGINEERING
COMPANY LTD., et al.,
Respondents.
Case No. 25-cv-03328-KAW
ORDER RE MOTION FOR
ALTERNATIVE SERVICE
Re: Dkt. No. 20
Petitioner Valna Holding Cypress Ltd. filed this action against Defendants BiBo
Biopharma Engineering Company Ltd. (“BiBo Biopharma”), BiBo Pharma Scientific Company
Ltd. (“BiBo Pharma”), and BiBo Biopharma Engineering Co., Ltd. (“BiBo Biopharma MA”),
seeking to confirm an arbitration award. (Amend. Pet., Dkt. No. 15.) On October 17, 2025,
Petitioner filed a motion for alternative service as to Defendant BiBo Biopharma, specifically by
serving third-party 89bio, Inc. (“89bio”). (Mot. for Alt. Service, Dkt. No. 20.)
The Court previously found this matter suitable for disposition without a hearing pursuant
to Civil Local Rule 7-1(b). (Dkt. No. 21.) Having considered the filings and relevant legal
authorities, the Court DENIES Petitioner’s motion for alternative service.
I. BACKGROUND
Beginning in September 2022, Petitioner and Respondents BiBo BioPharma and BiBo
Pharma attended an arbitration before the London Court of International Arbitration pursuant to a
2021 business agreement. (Amend. Pet. ¶ 1.) On April 10, 2024, the arbitrator issued a final
award, requiring that Respondents BiBo BioPharma and BiBo Pharma pay $3 million, as well as
pre-award interest of $175,808.22 and post-award interest at the rate of 3% per annum. (Amend.
Pet. ¶ 15.) On July 24, 2024, the arbitrator issued a cost award, requiring that Respondents BiBo
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United States District Court
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BioPharma and BiBo Pharma pay €1,133,963.71 in legal costs and expenses and £7,037.17 in
arbitration costs, as well as post-award interest in the rate of 3% per annum. (Amend. Pet. ¶ 15.)
On April 14, 2025, Petitioner filed this action to have the arbitral awards confirmed.
On October 17, 2025, Petitioner filed the instant motion to serve Respondent BiBo
Biopharma -- a Chinese company -- by serving non-party 89bio. (Mot. to Serve at 3.) 89bio is
incorporated in Delaware and has its principal place of business in San Francisco, California.
(Geng Decl., Exh. B (“SEC Quarterly Report”).) 89bio is a clinical-stage biopharmaceutical
company focused on the development and commercialization of therapies, with its lead product
candidate being pegozafermin. (SEC Quarterly Report at 6.) In April 2024, 89bio entered into a
collaboration agreement with BiBo Biopharma, under which BiBo Biopharma would construct a
production facility in China to enable the production of the bulk active ingredient required to
produce pegozafermin at a commercial level. (Id. at 11.) Under the agreement, 89bio committed
$175 million for the construction of the production facility. (Id.) In short, 89bio views BiBo
Biopharma as a “primary source supplier.” (Id. at 32.)
II. DISCUSSION
“The Federal Rules of Civil Procedure permit service upon a corporation within the United
States as prescribed by the law of the forum state or the state in which service is made.” United
States ex rel. Miller v. Pub. Warehousing Co. KSC, 636 Fed. Appx. 947, 948 (9th Cir. 2016). As
relevant here, California law “permits service upon a corporation by delivering a copy of the
summons and the complaint to ‘a general manager’ of the corporation.” Id. (quoting Cal. Code of
Civil Proc. § 416.10(b).) Relatedly, “California Corporations Code § 2110 permits service of
process upon a foreign corporation transacting business in California by serving ‘its general
manager in this state.’ The term ‘general manager’ is not defined in either statute.” Id.
Here, Petitioner asserts that 89bio is a “general manager” pursuant to Cosper v. Smith &
Wesson Arms Co., 53 Cal. 2d 77 (1959). There, the California Supreme Court considered whether
service was completed on Defendant Smith and Wesson, Inc. (“S&W”) by serving Walter K.
Lookabaugh, “the alleged agent, sales manager and manufacturer’s representative for [S&W].” Id.
at 79. S&W was not qualified to do business in California, and had no offices, property, agents,
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salesmen, or employees in California, instead distributing its product through wholesale and dealer
channels. Id. at 80. S&W, however, did have contracts with manufacturer’s representatives such
as Lookabaugh, who had a non-exclusive contract to promote the sale of S&W’s products by
using advertising material furnished by S&W, servicing dealer accounts, investigating and
recommending prospective dealers to S&W, arranging publicity, and handling and reporting on
complaints concerning defects in S&W’s products. Id. at 80-81.
The California Supreme Court found that service through Lookabaugh was adequate,
considering two factors. First, the validity of the service was dependent “on whether the foreign
corporation is ‘doing business in this State’ within the meaning of the statute,” i.e., whether the
corporation had “minimum contacts” such that “the maintenance of the suit does not offend
traditional notions of fair play and substantial justice.” Cosper, 53 Cal. 2d at 82 (internal
quotation omitted). The California Supreme Court found that S&W’s use of Lookabaugh to
promote sales, service dealer accounts, and distribute its advertising material constituted a
sufficient regular course of business dealings within the state because such services effectively
gave S&W “the benefits and advantages it would have enjoyed by operating through its own
office or paid sales force.” Id. at 82-83. The California Supreme Court further found that it was
“not inconsistent with traditional notions of fair play and substantial justice” because the plaintiff
resided in California, the accident at issue in the suit occurred in California, and the witnesses who
would be called at trial were in California. Id. at 83.
Second, the validity of service required a finding as to whether Lookabaugh was a “general
manager in this State” for S&W, which required a finding that “the agent served is of sufficient
character and rank to make it reasonably certain that the defendant will be appraised of the service
made.” Cosper, 53 Cal. 2d at 83. In making this determination, the California Supreme Court
found that “the essential factor is that Lookabaugh in his selling and advertising activities was
performing services for [S&W] and providing it with the opportunity for regular contact with its
customers and a channel for a continuous flow of business into the state.” Id. at 84. Again,
because the arrangement between Lookabaugh and S&W gave S&W “the business advantages it
would have enjoyed if it conducted its business through its own offices or paid agents in the
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state[,] such arrangement was sufficient to constitute Lookabaugh ‘the general manager in this
State’ for purposes of service of process on [S&W].” Id.
Having carefully considered the facts of Cosper, the Court finds that it is not applicable in
this case. The relationship between Respondent BiBo Biopharma and 89bio is nothing like that of
S&W and Lookabaugh; whereas Lookabaugh worked on behalf of S&W to promote and sell
S&W’s products to California customers, 89bio is collaborating with Respondent BiBo
Biopharma to build a factory in China so that 89bio can be supplied with the active ingredient
needed for 89bio to produce its own product. While Petitioner appears to suggest that Respondent
BiBo Biopharma contracted with 89bio to transport pharmaceuticals to California for sale in
California, or that 89bio is “repackaging” Respondent BiBo Biopharma’s chemicals, Petitioner
provides no evidence in support. (Mot. for Alt. Service at 8, 10 n.5.) Rather, the evidence before
the Court -- namely 89bio’s SEC report -- makes clear that Respondent BiBo Biopharma is
effectively a supplier of raw material to 89bio. (Mot. for Alt. Service at 8; SEC Quarterly Report
at 6, 11, 32.) Thus, 89bio is not Respondent BiBo Biopharma’s agent or representative
responsible for handling customers in California; instead, 89bio appears to be Respondent BiBo
Biopharma’s customer, buying the active ingredient to produce its own products. The
arrangement between 89bio and Respondent BiBo Biopharma does not provide Respondent BiBo
Biopharma with the business advantages it would have enjoyed if it conducted its business
through its own office because there is no suggestion Respondent BiBo Biopharma would be
selling the active ingredient for pegozafermin directly to California customers, nor does it appear
that 89bio provides regular contact between Respondent BiBo Biopharma and Respondent BiBo
Biopharma’s “customers” (other than 89bio itself). Thus, the Court finds that 89bio is not a
“general manager” for Respondent BiBo Biopharma.
Plaintiff has identified no legal authority finding that Cosper applies to facts similar to this
case. Rather, the cases cited by Plaintiff have concerned foreign corporations and their domestic
subsidiaries, with the subsidiary company being responsible for distributing the parent company’s
product in California and/or providing customer service to California customers. See Yamaha
Motor Co. Ltd. v. Super. Ct., 174 Cal. App. 4th 264, 271, 274 (2009) (finding that Yamaha-
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America was a general manager for Yamaha-Japan because Yamaha-America had an exclusive
arrangement to sell the manufacturer’s products, provide warranty service and English owner
manuals, do testing and marketing, and receive complaints about the manufacturer’s products);
Halo Elecs., Inc. v. Bel Fuse Inc., No. C-07-6222-RMW, 2010 U.S. Dist. LEXIS 64025, at *7-8
(N.D. Cal. June 14, 2020) (finding that the defendant’s wholly-owned subsidiary was a general
manager because it acted as a liaison between United States customers and the parent company);
Hatami v. KIA Motors Am., Inc., 2008 U.S. Dist. LEXIS 89909, at *2, 6 (C.D. Cal. Oct. 29, 2008)
(finding that Kia Motors America was a general manager for Kia Motor Company because it was
the U.S. distributor for automobiles designed and/or manufactured by Kia Motors Company);
Falco v. Nissan N. Am., Inc., 987 F. Supp. 2d 1071, 1077 (C.D. Cal. 2013) (finding that Nissan-
Japan’s wholly-owned domestic subsidiary Nissan-America was a general manager because
Nissan-America was the sole authorized distributor of Nissan vehicles in America); Syscom USA
Inc. v. Nakajima USA, Inc., No. CV1407137ABJPRX, 2020 U.S. Dist. LEXIS 164859, at *17-18
(C.D. Cal. Jan. 29, 2020) (finding that the defendant’s subsidiaries were “general managers”
because the defendant created the subsidiaries to sell its Sanrio products in the United States).
While a parent-subsidiary relationship is certainly not required (as made clear in Cosper), these
cases are consistent in requiring that the “general manager” play a significant role on behalf of the
defendant-party in reaching out to California customers. In contrast, the evidence shows that
89bio does not do any such work on behalf of Respondent BiBo Biopharma. 89bio’s contract with
Respondent BiBo Biopharma to build a company in China to produce “primary material” needed
by 89bio to produce its own product does not make it Respondent BiBo Biopharma’s “general
manager.”
III. CONCLUSION
For the reasons stated above, the Court DENIES Petitioner’s motion for alternative service.
IT IS SO ORDERED.
Dated: December 22, 2025
__________________________________
KANDIS A. WESTMORE
United States Magistrate Judge
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