MEMORANDUM-DECISION AND ORDER I. INTRODUCTION Plaintiff 360Heros, Inc. (“360Heros”) brought this declaratory judgment action to resolve a contract dispute with its litigation insurer, Defendant Mainstreet America Assurance Company (“MSA”). See Dkt. No. 61-81 at 6. The Amended Complaint alleges causes of actions for breach of contract, account stated, and breach of the covenant of good faith and fair dealing, and requests declaratory relief and damages. See Dkt. No. 18 at 7-12. Defendant has moved for summary judgment for lack of subject matter jurisdiction. For the following reasons, that motion is granted. II. BACKGROUND A. Facts The parties executed a contract by which Defendant agreed to provide litigation insurance to Plaintiff, covering “personal and advertising injury,” up to $1,000,000 per occurrence and $2,000,000 in the aggregate, for a period of time from July 1, 2013 through July 1, 2016 (the “Policy”). See Dkt. No. 64-1 at 1; Dkt. No. 61-2 at 10. On April 13, 2016, non-party GoPro, Inc. (“GoPro”) sued Plaintiff in the Northern District of California, alleging trademark and copyright infringement (hereinafter, the “GoPro Action”). See Dkt. No. 64-1 at 1-2. Pursuant to the Policy, Defendant agreed to defend Plaintiff in the GoPro Action and allowed Plaintiff to retain “independent counsel of its choice” at Defendant’s expense. See id. at 2; Dkt. No. 61-4 at 2-9. On August 4, 2016, Defendant agreed to Plaintiff’s selection of Gauntlett & Associates (“G&A”) as counsel, and agreed to pay “the hourly rates of $350 [for] partners, $285 [for] associates and $150 for paralegals.” See Dkt. No. 61-6 at 1; Dkt. No. 64-1 at 2-3. In the letter confirming that agreement, Defendant wrote: MSA will use its best efforts to pay the reasonable and necessary fees and costs incurred in the defense of 360Heros within 30 days of receipt of the billing invoice in acceptable format with supporting costs documentation. Because MSA has no control over the time it may take your firm to respond to a billing dispute that may arise, it cannot commit to resolving the dispute within 15 days of when the dispute is identified, but it will use its best efforts to make payment within 15 days after any such billing dispute is resolved that requires further payment to your firm. Any payments made are subject to the right to seek reimbursement of fees incurred in the defense of non-covered claims as set forth in the August 2, 2016 reservation of rights letter. See Dkt. No. 61-6 at 2-3. Pursuant to that agreement, Defendant paid the first seven invoices it received from G&A, from September 1, 2016 through March 1, 2017.1 See Dkt. No. 64-1 at 5. However, beginning around May 2017, several billing disputes arose regarding (1) whether the Policy required Defendant to pay for work done on a patent-infringement cross-claim that G&A brought on behalf of Plaintiff in the GoPro Action, and (2) whether the fees that G&A was charging Defendant were reasonable. See id. at 6-7; Dkt. No. 61-17 at 2-3 (letter from Defendant to G&A complaining of “excessive charges” in the March 2017 and April 2017 invoices and instructing G&A to bill the costs associated with the patent infringement cross-claims to Plaintiff). B. Procedural History Plaintiff commenced this action on May 18, 2017, seeking a declaration that Defendant is obligated to pay for its defense in the GoPro Action and a preliminary injunction to compel payment of past-due invoices and all of G&A’s invoices going forward. See Dkt. No. 1 at
