C. Pepper Logistics v. Lanter Delivery Sys.

Decision Date23 August 2021
Docket Number4:20-cv-01444-MTS
PartiesC. PEPPER LOGISTICS, LLC, et al., Plaintiffs, v. LANTER DELIVERY SYSTEMS, LLC, et al., Defendants.
CourtU.S. District Court — Eastern District of Missouri


Before the Court are four Motions to Dismiss filed by various groupings of the ten Defendants in this case: Defendant Lanter Delivery Systems, LLC's (LD) Motion to Dismiss Plaintiffs' Amended Complaint, Doc. [55] Defendants White Line Systems, LLC (“White Line”) and Darien Brokerage, LLC's Motion to Dismiss All Claims in Plaintiffs' First Amended Complaint, Doc. [58] Defendants Rachel and Mike Tomasek, Randi Wood, Mark Cordsen Antoine Wingard, and Anton Lobov's (the “Individual Defendants) Motion to Dismiss for Lack of Personal Jurisdiction and Failure to State a Claim, Doc. [62]; and, finally, Defendant Ryder Truck Rental, Inc.'s (“Ryder”) Motion to Dismiss Plaintiffs' Amended Complaint, Doc. [68].[1] The Court has reviewed in full Plaintiffs' Amended Complaint, the various Motions to Dismiss, and all related papers. In the interest of judicial economy, the Court will address each of the Motions to Dismiss in this Memorandum and Order.

I. Background[2]

Plaintiffs' claims in this case arise out of Defendants' alleged conduct that led to the end of the parties' longstanding business relationships. In the Amended Complaint, Plaintiffs allege that the many Defendants engaged in a coordinated scheme “to disable and kill the [Plaintiff] companies by unlawfully depriving Plaintiffs of the very means by which they operate their logistics and delivery companies.” Doc. [42] ¶ 1. According to the Amended Complaint, Defendants “devised and orchestrated” the scheme “out of the headquarters of Defendant Lanter Delivery in St. Louis County, State of Missouri on August 22, 2020.” Id. ¶ 2. Defendants' coup d'etat, ” as Plaintiffs call it, involved the following conduct:

hijacking and converting approximately 1, 000 vehicle power units and trailers (tractortrailers), which belonged to Plaintiff Logistics Resource; stealing and withholding the [Plaintiffs'] payroll information; wrongly and tortiously interfering with contracts that the [Plaintiffs] had with about 700 drivers who were independent contractors (“drivers”); having said drivers drive for Defendants in violation of the Federal Motor Carrier Safety Regulations (“FMCASR”); unlawfully accessing the [Plaintiffs'] confidential information; and illegally withholding the [Plaintiffs'] protected property.

Id. ¶ 3. Plaintiffs allege that they had prior business relationships with Defendants, beginning with LD in 1997, for whom the Plaintiff companies served as Designated Carrier Partners (“DCPs”). Id. ¶¶ 3032, 35. In 2019, Plaintiff Timeless Logistical Solutions elected not to renew its contract with Lanter, though it continued to work with Lanter as a DCP. Id. ¶ 41. In July 2019, Plaintiffs and LD began negotiations for “a mutually beneficial revised agreement, ” but those “negotiations came to an abrupt end on August 22, 2020, ” when Plaintiff Timeless Logistical Solutions received a notice of discontinuation of services from LD. Id. ¶¶ 41-43. In that notice, LD informed Plaintiffs it was discontinuing their services and engaging another DCP to operate in the markets currently operated by Plaintiffs. Id. ¶ 43. The notice, Plaintiffs assert, came as a surprise, and they discovered that same day a “carefully planned” conspiracy that prevented Plaintiffs from “access[ing] the approximately 1, 000 power units and trailers” they had leased and involved the sharing of proprietary and confidential information with LD, White Line, and Darien Brokerage[3] by Plaintiffs' employees and managers. Id. ¶ 44. Further, Plaintiffs assert that LD, White Line, and Darien Brokerage “manipulated [Plaintiffs'] drivers through threats and intimidation” to work for LD and White Line without giving Plaintiffs the amount of notice required by the drivers' contracts with Plaintiffs. Id. Defendant Ryder also “had sequestered power units and trailers away from the access of [Plaintiffs] and directed a communication to [Plaintiffs] declaring an anticipatory breach of” the truck lease and service agreement Plaintiffs had with Ryder. Id. ¶ 45. Plaintiffs go on to allege a multitude of untoward conduct by the various Defendants, which is best addressed in the Court's analysis of the Motions to Dismiss.

In the Amended Complaint, Plaintiffs assert the following fifteen claims[4]: conversion (Count I); unjust enrichment (Count II); tortious interference with business expectancy (Count III); breach of fiduciary duty and of the duty of loyalty against the Individual Defendants (Counts IV and V); violation of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 (Count VI) and an injunction pursuant thereto (Count X); violation of the Missouri Computer Tampering Act, Mo. Rev. Stat. § 537.525, and the Illinois Computer Crime Prevention Law, 720 Ill. Comp. Stat. § 5/17-51(c) (Count VII); violation of the Missouri Uniform Trade Secrets Act, Mo. Rev. Stat. § 417.450, and the Illinois Trade Secrets Act, 765 Ill. Comp. Stat. § 1065/2 (Count VIII); violation of the federal Defend Trade Secrets Act, 18 U.S.C. § 1836(b)(1) (Count IX); injunction pursuant to Mo. Rev. Stat. § 417.455 and 765 Ill. Comp. Stat. § 1065/3 (Count XI); claim pursuant to 49 U.S.C. § 14704 (Count XII); fraud in the inducement (Count XIII); declaratory judgment (Count XIV); and civil conspiracy (Count XV). Doc. [42].

Defendants have all moved to dismiss the claims against them. LD argues that Plaintiffs failed to state a claim in any of the Counts asserted against it (Counts I-III and VI-XV). Docs. [55] and [56]. White Line and Darien Brokerage likewise move to dismiss under Fed.R.Civ.P. 12(b)(6), contending Plaintiffs have not alleged any plausible claim against them. Docs. [58] and [59]. The Individual Defendants, while also relying on Rule 12(b)(6) as a ground for dismissal, additionally insist that the Court lacks personal jurisdiction over them, arguing that the Individual Defendants' conduct is not covered by Missouri's long-arm statute and that the Court's exercise of jurisdiction would violate due process. Docs. [62] and [63]. Finally, Ryder, like the Individual Defendants, asserts dismissal is appropriate both because the Court lacks personal jurisdiction over it and because Plaintiffs failed to state a claim against it. Docs. [68] and [69]. The Court will begin its analysis with the Individual Defendants and Ryder's personal jurisdiction arguments before addressing Defendants' Motions to Dismiss under Rule 12(b)(6).

II. Discussion

The Court begins with an analysis of whether it may exercise personal jurisdiction over the Individual Defendants and Ryder. Once it has resolved those issues, it will assess Defendants' contentions that Plaintiffs failed to state a claim in any of the fifteen counts asserted in the Amended Complaint.

A. Personal Jurisdiction

Federal Rule of Civil Procedure 12(b)(2) permits a party to move to dismiss for lack of personal jurisdiction. “To survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must make a prima facie showing that personal jurisdiction exists, which is accomplished by pleading sufficient facts ‘to support a reasonable inference that the defendant[] can be subjected to jurisdiction within the state.' K-V Pharm. Co. v. J. Uriach & CIA, S.A., 648 F.3d 588, 591-92 (8th Cir. 2011) (omission in original) (quoting Dever v. Hentzen Coatings, Inc., 380 F.3d 1070, 1072 (8th Cir. 2004)). Once personal jurisdiction has been challenged, that prima facie showing “must be tested, not by the pleadings alone, but by the affidavits and exhibits presented with the motions and opposition thereto.” Furminator, Inc. v. Wahba, No. 4:10-cv-01941-AGF, 2011 WL 3847390, at *2 (E.D. Mo. Aug. 29, 2011) (quoting Miller v. Nippon Carbon Co., 528 F.3d 1087, 1090 (8th Cir. 2008)). In considering such a motion, the Court views the evidence in the light most favorable to Plaintiffs. Pederson v. Frost, 951 F.3d 977, 979 (8th Cir. 2020). The party seeking to establish the Court's personal jurisdiction carries the burden of proof, however, and that burden does not shift to the party challenging jurisdiction. Fastpath, Inc. v. Arbela Techs. Corp., 760 F.3d 816, 820 (8th Cir. 2014).

The Court engages in a two-part inquiry to assess whether it has personal jurisdiction over nonresident defendants. NEXTEP, LLC v. KABA Workforce Sols., No 4:07-cv-01107-RWS, 2007 WL 9809030, at *2 (E.D. Mo. Oct. 5, 2007). To exercise jurisdiction, the Court must find both (1) that Defendants' actions are covered by the Missouri long-arm statute and (2) that its exercise of jurisdiction comports with due process requirements. See Myers v. Casino Queen, Inc., 689 F.3d 904, 909-910 (8th Cir. 2012) (holding that federal district courts in Missouri must conduct separately the long-arm-statute and due-process inquiries); Insituform Techs., Inc. v. Reynolds, Inc., 398 F.Supp.2d 1058, 1062-63 (E.D. Mo. 2005). For the reasons discussed below, the Court finds that its exercise of jurisdiction over the Individual Defendants and Ryder would not comport with the requirements of due process. The Court therefore need not decide whether Defendants' conduct falls within the scope of Missouri's long-arm statute and will focus instead on the due-process analysis. See Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 594 (8th Cir. 2011) (We need not decide whether [the defendant's actions] suffice to place it within the bounds of Missouri's long-arm statute, because it is clear that the cited activities are not sufficient to surmount the due-process threshold.”); Conn v...

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