Meterlogic, Inc. v. Copier Solutions, Inc.
| Decision Date | 27 September 2000 |
| Docket Number | No. 99-7131-CIV.,99-7131-CIV. |
| Citation | 126 F.Supp.2d 1346 |
| Parties | METERLOGIC, INC., a Florida corporation, Plaintiff, v. COPIER SOLUTIONS, INC., a Missouri limited liability company, Telemetry Solutions, a Delaware limited liability company, KLT Telecom, Inc., a Missouri corporation, KLT, Inc., a Missouri corporation, and Kansas City Power and Light Company, a Missouri corporation, Defendants. |
| Court | U.S. District Court — Southern District of Florida |
Stephen Howard Reisman, Miami, FL, Daniel J. Voelker, Chicago, IL, for Meterlogic, Inc.
Robert W. Turken, Miami, FL, for Copier Solutions, Telemetry Solutions, KLT Telecom, Inc. and KLT, Inc.
Marlene Koch Silverman, Mark Allan Salky, Miami, FL, for Kansas City Power, and Light Company.
ORDER ON DEFENDANTS' MOTIONS TO DISMISS
The plaintiff in this case is MeterLogic, Inc. ("MeterLogic"), a Florida corporation. The defendants are Copier Solutions, L.L.C. ("CS"), a Missouri limited liability company; Telemetry Solutions, L.L.C. ("TS"), a Delaware limited liability company; KLT Telecom, Inc. ("KLT"), a Missouri corporation; KLT, Inc. ("KLT, Inc."), a Missouri corporation; and Kansas City Power and Light Co. (KCPL), a Missouri corporation. MeterLogic has filed a six count amended complaint against these defendants, as follows: Count I, Fraud (against CS, TS, KLT, KLT, Inc., and KCPL); Count II, Negligent Misrepresentation (against CS, TS, KLT, KLT, Inc., and KCPL); Count III, Promissory Estoppel (against CS, TS, KLT, KLT, Inc., and KCPL); Count IV, Indemnity (against CS and TS); Count V, Breach of Contract (against CS and TS); and Count VI, Pierce the Corporate Veil (against KLT, KLT, Inc., and KCPL). This court has subject matter jurisdiction under 28 U.S.C. § 1332.
MeterLogic claims monetary damages in the amount of $50,000,000.00 for CS's and TS's breach of contract, fraud, and misrepresentations. It claims that officers of CS and TS induced MeterLogic to enter into three related agreements by misrepresenting the economic and technological support that KLT, KLT, Inc., and KCPL (the "corporate parents" of CS and TS) would provide their business venture. MeterLogic seeks to hold KLT, KLT, Inc., and KCPL liable for their subsidiaries' misrepresentations. The corporate parents deny any responsibility for the statements made to MeterLogic by CS and TS officers.
Each defendant has filed a motion to dismiss the amended complaint. As grounds for their motions, KCPL, KLT, and KLT, Inc. contest this court's personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2). They also contest the sufficiency of MeterLogic's fraud, negligent misrepresentation, promissory estoppel, and piercing the corporate veil claims under Federal Rule of Civil Procedure 12(b)(6). CS and TS seek to dismiss the counts filed against them under Federal Rule of Civil Procedure 12(b)(6), but they do not contest the court's jurisdiction. After carefully considering the pleadings, the affidavits, and the arguments of counsel, the court finds that in personam jurisdiction does not exist over KCPL, KLT, or KLT, Inc.; Counts IV and VI of the plaintiff's complaint shall be dismissed; and Counts I, II, III and V remain against CS and TS.
For purposes of these motions to dismiss, the court accepts the following facts as true, as gleaned from MeterLogic's amended complaint.1
MeterLogic is a corporation organized and existing under the laws of the state of Florida with its principal place of business located in Florida at the time of the filing of the complaint. MeterLogic was, until recently, in the business of selling complete customer support for remote office equipment metering devices. MeterLogic is no longer in business.
CS manufactures remote metering and communications devices and provides metering services for copiers, fax machines, and printers. See Pl. Am. Compl. at ¶ 2. TS is the parent of CS. It is in the business of wireless telemetry and data acquisition. See Pl. Am. Compl. at ¶ 3. KLT, an investment company, is the majority shareholder of TS, and KLT is a wholly-owned subsidiary of KLT, Inc. See Pl. Am. Compl. at ¶¶ 3, 4. KLT, Inc. is a holding company for the nonregulated ventures of KCPL, which generates, transmits, and distributes electric energy. See Pl. Am. Compl. at ¶ 5. KLT, Inc., in turn, is a wholly owned subsidiary of KCPL, a publicly held corporation that is traded on the New York Stock Exchange. See Pl. Am. Compl. at ¶ 6. Each of the defendants is a Missouri entity. See Pl. Am. Compl. at ¶¶ 2-6.
Colin Dobell ("Dobell") is the managing member of CS and TS. Ron Wasson ("Wasson") and Mark English ("English") are officers and/or directors of TS. Charles Hawley ("Hawley") worked with Dobell to negotiate a contract between CS and TS and MeterLogic. While the complaint states that Hawley and Dobell told MeterLogic they were also employees of KCPL, KLT, and KLT, Inc., see Pl. Am. Compl. at ¶¶ 13, 16, the fact of Hawley's and Dobell's employment by these corporations is not alleged in the complaint.
Along with James Gilligan ("Gilligan"), Wasson and English are also the officers and/or directors of KLT and KLT, Inc. Finally, Wasson is an officer of KCPL, and Joseph G. Jacobs III ("Jacobs") is the Director of Business Development for KCPL.
In April of 1998, MeterLogic, through its president, Mary Ellen Marshall ("Marshall"), began discussing with potential business partners the possibility of entering into a venture to manufacture and sell certain remote metering and communications devices and to provide monitored metering services for copiers, fax machines, and printers to South Florida customers. Hawley contacted Marshall in December of 1998. He told Marshall that he was an officer and employee of CS, TS, KLT, and KLT, Inc., all of which were subsidiaries of KCPL, and that he was interested in entering into a joint sales and metering services venture with MeterLogic on behalf of all the defendant entities. See Pl. Am. Compl. at ¶ 13. According to MeterLogic's complaint, "Hawley never made any attempt to distinguish on whose behalf he was acting or speaking." Pl. Am. Compl. at ¶ 14.
On January 8, 1999, Hawley introduced Marshall via telephone to Dobell, who told Marshall that he too was an officer and employee of CS, TS, KLT, and KLT, Inc. See Pl. Amend. Compl. at ¶ 15. The parties met in Ft. Lauderdale, Florida on January 18, 1999, to discuss "a possible business relationship between MeterLogic and CS, TS, KLT, KLT, Inc., and KCPL." See Pl. Am. Compl., ¶ 17. The vice-president of MeterLogic, Dobell, and Hawley attended this meeting.
A few weeks later, Marshall, Dobell, and Hawley met again in Ft. Lauderdale to negotiate a draft of their agreement. Throughout these discussions, Hawley and Dobell told Marshall that KCPL, KLT, and KLT, Inc. were firmly behind their proposed business venture, had agreed to provide funding, and could provide the necessary technology. When Marshall asked Dobell and Hawley why only CS and TS were parties to the agreement with MeterLogic, and KLT, KLT, Inc., and KCPL were not, Dobell and Hawley responded that "while KLT, KLT, Inc., and KCPL would not be identified in the agreement by name, they had developed, tested, owned, and would be standing behind the technology ..., that they had agreed to fund both CS' and TS' business plans with MeterLogic, they would be involved in all of the business decisions and would assist MeterLogic with their knowledge and resources whenever necessary." Pl. Am. Compl. at ¶ 19.
MeterLogic entered into its first agreement with CS and TS on March 31, 1999. The remaining defendants were not signatories to this contract. The alleged agreement created an alliance between MeterLogic, CS, and TS to deliver retail monitoring devices for copiers, fax machines, printers, and other similar office equipment. Under the contract, CS was to act as the service provider and perform all field installations, TS was to assure CS's performance, and MeterLogic was to serve as the exclusive sales and marketing agent. The agreement was entered into by the parties in Florida. See Pl. Am. Compl. at ¶ 22.
A press release of April of 1999 announced the parties' alliance. The relevant language of the publication states:
[CS] is a subsidiary of KLT, Inc., the non-regulated division of [KCPL]. [CS] is backed by the resources of the $3.1 billion [KCPL], one of the largest municipal electric utilities in the United States.... "We are pleased to have formed an alliance with MeterLogic to market these innovative automated metering products," said Charlie Hawley, Executive Vice President and General Manager of [CS].
The parties' problems began when CS and TS failed to manufacture, develop, and sell the products that were the subject of their first agreement with MeterLogic. As a result of this, the parties entered into an addendum to their agreement on July 5, 1999, and a second agreement later that same month. These were designed to protect MeterLogic in the event of default by CS and TS.
Each of the corporate parents (KCPL, KLT, and KLT, Inc.) argues that the court must dismiss the complaint filed against it pursuant to Federal Rule of Civil Procedure 12(b)(2) because this court lacks in personam jurisdiction. According to the corporate parents, MeterLogic cannot make the requisite showing under either Florida's long arm statute or the minimum contacts test of the Due Process Clause. The essence of their argument is that neither they nor their authorized agents committed any acts in Florida that would subject them to the court's jurisdiction. They argue that Hawley and Dobell had no authority to bind them to any of the acts of CS and TS. In response,...
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