Am. Action Network, Inc. v. Cater Am., LLC

• Decision Date: 30 September 2013
• Docket Number: Civil Action No.: 12–1972 (RC)
• Citation: 983 F.Supp.2d 112
• Parties: American Action Network, Inc., Plaintiff, v. Cater America, LLC et al., Defendants.
• Court: U.S. District Court — District of Columbia

983 F.Supp.2d 112

American Action Network, Inc., Plaintiff,

v.Cater America, LLC et al., Defendants.

Civil Action No.: 12–1972 (RC)

United States District Court, District of Columbia.

September 30, 2013

Thomas Wesley Kirby, Wiley Rein LLP, Washington, DC, for Plaintiff.

Phillip C. Chang, McGuireWoods LLP, Washington, DC, for Defendants.

Re Document Nos.: 6, 9, 19

MEMORANDUM OPINION

Granting in Part and Denying in Part Defendants' Motion to Dismiss or Transfer; Finding as Moot Plaintiff's Motion for Jurisdictional Discovery; and Denying Plaintiff's Motion to Compel and for Rule 37 Sanctions

RUDOLPH CONTRERAS, United States District Judge

I. INTRODUCTION

This matter comes before the Court on the defendants' motion to dismiss. The plaintiff is an advocacy group based in Washington, D.C. The defendants are a Wyoming-based limited liability company and its sole owner. This breach of contract action arises out of the parties' agreement to sponsor a Lynyrd Skynyrd concert during the 2012 Republican National Convention in Tampa, Florida, and the concert's subsequent cancellation due to inclement weather. The plaintiff alleges two claims: one arising out of a $150,000 deposit for concert tickets, and another related to an alleged $200,000 loan. The defendants move to dismiss the complaint for lack of personal jurisdiction and improper venue, suggesting that this case “must be traveling on now” ¹ to Florida, where the concert was to occur and the defendants operated at the time of the contract's execution. Alternatively, the defendants move to dismiss the complaint's unjust enrichment and alter ego claims pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons discussed below, the Court will dismiss the plaintiff's unjust enrichment allegation in relation to the alleged $150,000 ticket deposit, but will deny the remainder of the defendants' motion. The plaintiff has filed motions for jurisdictional discovery and sanctions, which the Court will also deny.

II. FACTUAL BACKGROUND

American Action Network, Inc. (“AAN”), the Plaintiff in this suit, is a Delaware Corporation and center—right advocacy group with its principal (and only) place of business in the District of Columbia. See Compl. ¶ 2(a), ECF No. 1. Defendant Cater America, LLC (“Cater”) is an event production company founded in Colorado with its principal place of business in Wyoming, and Defendant Robert Wayne Jennings is a citizen of Wyoming and the sole owner of Cater. See id. ¶ 2(b)–(c); Cater Aff. ¶ 5, ECF No. 6–2. In 2011, Cater engaged with Julie Conway, an active political and nonprofit fundraiser operating within the District of Columbia, to discuss the possibility of hosting events during the 2012 Republican National Convention (“RNC”) in Tampa, Florida. See Conway Decl. ¶ 5, ECF No. 10–1. Ms. Conway subsequently contacted Pete Meachum, Director of Development at AAN, to explain Cater's desire to host events at the RNC and its interest in securing partners to facilitate the process. Seeid. ¶ 8. According to Mr. Meachum's recollection of the discussion, Ms. Conway said that Mr. Jennings had arranged for her to connect him with D.C. organizations that might be interested in hosting events during the RNC. See Meachum Decl. ¶ 2, ECF No. 8–1.

In December 2011, Mr. Jennings traveled to Washington, D.C., and met with Mr. Meachum in person to further discuss the prospect of working together to host events in connection with the RNC, includingthe Lynyrd Skynyrd concert. See Cater Aff. ¶ 7, ECF No. 6–2; Conway Decl. ¶¶ 10–12, ECF No. 10–1. At that meeting, Mr. Jennings indicated that he was seeking sponsors who would advance funds in exchange for various sponsorship benefits, such as publicity during the course of the events that Cater hosted and blocks of tickets at those events. See Meachum Decl. ¶¶ 3–4, ECF No. 8–1. Mr. Meachum related that AAN would potentially be interested in such an arrangement, and both parties agreed to remain in contact to further explore the possibility of a partnership. Seeid. ¶ 5.

Through subsequent telephonic and email communications, AAN and Mr. Jennings agreed in principle to an arrangement in which AAN would sponsor a Kid Rock concert hosted by Cater. See id. ¶ 6. Cater also dealt with AAN through its counsel, Elliot Berke, an attorney at McGuireWoods LLP, located on K Street in Washington, D.C. Seeid. ¶ 8. In the subsequent months, Mr. Berke and AAN's counsel, who was also operating within the District of Columbia, negotiated and finalized agreements pertaining to a variety of events scheduled to be held at the RNC, including the Kid Rock and Lynyrd Skynyrd concerts. Seeid. ¶ 9. As part of their relationship, AAN and Defendants also reached out to several other musical acts, including Dolly Parton, Kelly Clarkson, Pitbull, and Lady Gaga. See Conway Decl. ¶ 22, ECF No. 10–1.

AAN alleges that, pursuant to the contract governing the Lynyrd Skynyrd concert (the “Skynyrd Contract”), it paid $150,000 to Cater for tickets to the event with the understanding that this amount would be refunded should the event be cancelled for any reason other than AAN's gross negligence, willful misconduct, or material breach of the agreement. See Compl. ¶ 6, ECF No. 1. The Lynyrd Skynyrd concert was subsequently cancelled due to inclement weather. Seeid. ¶ 7. It is Defendants' position that the $150,000 was payment for work already rendered, see Defs.' Mem. P. & A. Supp. Mot. Dismiss 2, ECF No. 6, and they have refused to refund the money, see Compl. ¶ 7, ECF No. 1. AAN also alleges that in the course of their dealings it lent Defendants an additional $200,000 to “conduct events and carry out obligations” in Florida, and that Defendants have also refused to repay those funds. Seeid. ¶ 8.

On December 10, 2012, AAN filed a complaint against Defendants stating two causes of action: one claim for breach of the Skynyrd Contract or, in the alternative, unjust enrichment arising out of its alleged $150,000 ticket deposit; and another claim for breach of contract or, in the alternative, unjust enrichment in relation to the alleged $200,000 loan. See id. ¶¶ 12–13. Defendants have moved to dismiss the complaint, asserting three different grounds for dismissal: lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), improper venue under Rule 12(b)(3), and failure to state a claim under Rule 12(b)(6). See generally Defs.' Mot. Dismiss, ECF No. 6. In its response, AAN opposed Defendants' motion and moved, in the alternative, for leave to conduct jurisdictional discovery to bolster its arguments that personal jurisdiction and venue are proper here. See generally Pl.'s Opp'n Mot. Dismiss & Cross–Mot. Lim. Disc., ECF No. 8.

While the motions were pending, AAN contacted Defendants via email in order to press forward with a plan for jurisdictional discovery, and Defendants wrote back taking the position that discovery was premature absent an order from the Court. See generally Meet & Confer Stmt., ECF No. 17. AAN then filed a meet and confer statement, asserting that this brief email exchange between counsel constituted the parties' Rule 26(f) conference. Seeid. at 2. AAN later served document requests and a notice for the deposition of Mr. Jennings, which Defendants refused to answer. AAN then filed a motion to compel and for sanctions pursuant to Federal Rule of Civil Procedure 37. See generally Pl.'s Mot. Compel, ECF No. 19.

III. PERSONAL JURISDICTION

A. Legal Standard

1. Personal Jurisdiction Generally

Defendants move to dismiss AAN's complaint for lack of personal jurisdiction. SeeFed.R.Civ.P. 12(b)(2). To withstand a defendant's motion to dismiss under Rule 12(b)(2), a plaintiff bears the burden of making a prima facie showing of specific and pertinent jurisdictional facts. See Reuber v. United States, 750 F.2d 1039, 1052 (D.C.Cir.1984), abrogated on other grounds byKauffman v. Anglo–Am. Sch. of Sofia, 28 F.3d 1223 (D.C.Cir.1994); Naegele v. Albers, 355 F.Supp.2d 129, 136 (D.D.C.2005); United States v. Philip Morris, Inc., 116 F.Supp.2d 116, 121 (D.D.C.2000). “A plaintiff makes such a showing by alleging specific acts connecting the defendant with the forum....” Philip Morris, 116 F.Supp.2d at 121 (citing Naartex Consulting Corp. v. Watt, 722 F.2d 779, 787 (D.C.Cir.1983)). Unlike a Rule 12(b)(6) motion to dismiss, the Court need not treat all of a plaintiff's allegations as true when making a personal jurisdiction determination. The Court may instead receive and weigh affidavits and any other relevant matter to assist it in determining the jurisdictional facts. Seeid. at 120 n.4. However, the Court must resolve any factual discrepancies with regard to establishing personal jurisdiction in favor of the plaintiff. SeeCrane v. N.Y. Zoological Soc'y, 894 F.2d 454, 456 (D.C.Cir.1990).

2. The District of Columbia Long–Arm Statute

Where subject matter jurisdiction is based on diversity of citizenship, the District's long-arm statute determines whether there is a basis for exercising personal jurisdiction over a defendant. SeeFed.R.Civ.P. 4(k)(1)(A); Crane, 894 F.2d at 455. The District of Columbia has two long-arm statutes—one extending “general jurisdiction” over defendants whose contacts with the District are enduring, and another extending “specific jurisdiction” over defendants whose contacts with the District relate to the underlying claims at issue in the lawsuit. SeeD.C.Code §§ 13–422 to –423 (2001). It is clear from the parties' briefing that only specific jurisdiction is at issue here.

The District's specific jurisdiction long-arm statute provides, in relevant part, that “[a] District of Columbia court may exercise personal jurisdiction over a person, who acts directly or by an agent, as to a claim for relief arising from the person's ... transacting any business in the District of Columbia....” Id. § 13–423(a)(1). For a plaintiff to establish personal jurisdiction, it must establish (1) that the forum state's...