Ne. Revenue, Servs., LLC v. Maps Indeed, Inc.
| Decision Date | 13 October 2015 |
| Docket Number | Civil Action No. 3:14-cv-00852 |
| Parties | NORTHEAST REVENUE, SERVICES, LLC, Plaintiff, v. MAPS INDEED, INC., et al., Defendants. |
| Court | U.S. District Court — Middle District of Pennsylvania |
(Judge Kosik)
Before the Court are Defendant InSequence, Inc.'s ("InSequence") Motion to Dismiss for Lack of Personal Jurisdiction and Failure to State a Claim (Doc. 63); Defendants Victor DeAnthony and MapsIndeed, Inc.'s ("MID") Motion to Dismiss for Failure to State a Claim, and in the Alternative, for a More Definite Statement Under Rule 12(e) (Doc. 77); and Defendant Jeffrey DeAnthony's Motion to Dismiss for Failure to State a Claim (Doc. 94). For the reasons which follow, the Court will grant in part, and deny in part, Defendants' motions to dismiss.
On May 2, 2014, Plaintiff filed its Complaint (Doc. 1) against MID, Victor DeAnthony, and James Filla. On July 29, 2014, Plaintiff filed an Amended Complaint (Doc. 17) against MID, Victor DeAnthony, Jeffrey DeAnthony, InSequence, Inc. ("InSequence"), and James Filla. On September 29, 2014, InSequence filed its motion to dismiss (Doc. 63). The parties fully briefed this motion (Docs. 64, 74, 81). On October 31, 2014, Defendants Victor DeAnthony andMID filed their motion to dismiss (Doc. 77), and the parties filed their corresponding briefs (Docs. 83, 85, 90). On January 29, 2015, Defendant Jeffrey DeAnthony filed a motion to dismiss (Doc. 94), and the parties filed their corresponding briefs (Docs. 99,102, 103). On April 30, 2015, the Court entered an Order, granting James Filla's motion to dismiss and dismissing him from the present action. The parties fully briefed the three motions to dismiss, and they are ripe for disposition.
The facts, read in the light most favorable to the Plaintiff, the non-moving party, are as follows. Plaintiff, Northeast Revenue Services, LLC, is a Pennsylvania limited liability company. (Doc. 17, Pl.'s Am. Compl., ¶ 4.) In the Amended Complaint, Plaintiff alleges that Defendant MID is a Virginia corporation, with a principal address in Virginia. (Id. at ¶ 5.) Plaintiff also alleges that Defendant InSequence is a Missouri corporation, with the same registered office as MID, as well as an office in Missouri, and "was/is the parent company, controlling shareholder, and alter ego" of MID. (Id. at ¶ 8.) Plaintiff alleges that Defendant Victor DeAnthony "was/is the president and chief executive officer" of MID, that Defendant Jeffrey DeAnthony "was/is the chief marketing officer" of MID, and that both are/were employees, agents, representatives, or principals of InSequence. (Id. at ¶¶ 6, 7, 14.)
Plaintiff's Amended Complaint stems from dealings with MID, and two of its alleged employees, Victor and Jeffrey DeAnthony. Plaintiff alleges that MID, through the individual Defendants and InSequence, purported to be a technology company using global satellite imagery to provide services to clients, by accessing and sharing geospatial and property data in real time and online. (Id. at ¶ 23.)
On May 4, 2012, Plaintiff entered into an agreement ("Agreement") with MID. (Id. at ¶ 15; Ex. E, Agreement.) Plaintiff alleges that the Agreement was a profit-sharing, licensing, and stock-purchase option agreement, and that in return for services provided by MID, Plaintiff promised to pay MID $150,000 in three installments. (Id. at ¶¶ 15, 45.) Plaintiff claims that it fully performed under the Agreement, and that Defendants failed to perform and did not provide any of the agreed upon products, support, and/or services. (Id. at ¶¶ 46-47.)
Plaintiff alleges that it entered into the Agreement, because of the individual Defendants' false promises and misrepresentations. (Id.) Plaintiff claims that the terms of the Agreement were negotiated in Pennsylvania, and that false financial statements and projections were supplied to Plaintiff, by Defendants in Pennsylvania. (Id. at ¶¶ 36-37.) Plaintiff also alleges that Defendants Jeffrey and Victor DeAnthony, personally extended oral warranties to Plaintiff regarding the viability and profitability of the products, services, and investment opportunities under the Agreement. (Id. at ¶¶ 40-41.)
Defendant InSequence files its motion to dismiss under Rules 12(b)(2) and 12(b)(6) of the Federal Rules of Civil Procedure. In considering a motion to dismiss under both Rule 12(b)(2) and Rule 12(b)(6), the court must accept all allegations in the complaint as true, and view all factual disputes in favor of the plaintiff. Pinker v. Roche Holdings, Ltd., 292 F.3d 361, 368 (3d Cir. 2002). Unlike a 12(b)(6) motion, which is limited to the pleadings, when ruling on a Rule 12(b)(2) motion, a court may review affidavits and other evidence submitted by the parties, since it "requires resolution of factual issues outside of the pleadings." Correctional Medical Care, Inc. v. Gray, 07-2840, 2008 WL 248977, *5 (E.D. Pa. Jan. 30, 2008) (quotingTime Share Vacation Club v. Atl. Resorts, Ltd., 735 F.2d 61, 66-67 n. 9 (3d Cir. 1984)).
Once a defendant raises a Rule 12(b)(2) defense, the burden shifts to the plaintiff to "prov[e] by affidavits or other competent evidence that jurisdiction is proper." Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir. 2009) (quoting Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996)). When no evidentiary hearing on the jurisdictional issue has been held, "the plaintiff need only demonstrate a prima facie case of personal jurisdiction at the preliminary stages of litigation." Id. (citing O'Connor v. Sandy Lane Hotel Co., 496 F.3d 312, 316 (3d Cir. 2007)). "The plaintiff meets this burden and presents a prima facie case for the exercise of personal jurisdiction by 'establishing with reasonable particularity sufficient contacts between the defendant and the forum state.'" Mellon Bank (East) PSFS, Nat. Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992) (quoting Provident Nat. Bank v. Cal. Fed. Sav. & Loan Assoc., 819 F.2d 434, 437 (3d Cir. 1987)).
Under Rule 12(b)(6), a defendant can argue that the plaintiff failed to state a claim upon which relief can be granted. Fed. R. Civ. P. 12(b)(6). As the complaint must provide the defendant with fair notice of the claim, see Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007), Rule 8 of the Federal Rules of Civil Procedure provides that a pleading must set forth a claim for relief, which contains a short and plain statement, showing that the pleader is entitled to relief. Fed. R. Civ. P. 8.
The onus is on the plaintiff to provide a well-drafted complaint that alleges factual support of its claims. "While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the 'grounds' of his 'entitle[ment] to relief' requires more than labels and conclusions, and a formulaic recitation ofthe elements of a cause of action will not do." Twombly, 550 U.S. at 555 (alteration in original and internal citations omitted). The court need not accept unsupported inferences, Cal. Pub. Employees Ret. Sys. v. The Chubb Corp., 394 F.3d 126, 143 (3d Cir. 2004), nor legal conclusions cast as factual allegations, Twombly, 550 U.S. at 556. Legal conclusions without factual support are not entitled to the assumption of truth. See Ashcroft v. Iqbal, 556 U.S. 662, 677-79 (2009) ().
Once the court winnows conclusory allegations from those allegations supported by fact, which it accepts as true, the court must engage in a common sense review of the claim, to determine whether it is plausible. This is a context-specific task, for which the court should be guided by its judicial experience. The court must dismiss the complaint if it fails to allege enough facts "to state a claim to relief that is plausible on its face." Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). A "claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 556 U.S. at 677.
Defendants Victor DeAnthony and MID file their motion to dismiss for failure to state a claim, under Rule 12(b)(6) of the Federal Rules of Civil Procedure, and alternatively, for a more definite statement under Rule 12(e). Defendant Jeffrey DeAnthony filed his motion to dismiss under Rule 12(b)(6).
We will first address Defendant InSequence's motion to dismiss under Rule 12(b)(2), since "[w]here a court is asked to rule on a combination of Rule 12 defenses, it should pass onthe jurisdictional issues first." Sneberger v. BTI Americas, Inc., No. CIV. A. 98-932, 1998 WL 826992, *1 (E.D. Pa. Nov. 30, 1998) (quoting Friedman v. Israel Labour Party, 957 F. Supp. 701, 706 (E.D. Pa. 1997)). We will then discuss the remaining Defendants' motions to dismiss by Count.
Defendant InSequence argues that Plaintiff does not allege personal jurisdiction , since InSequence was not a party to the Agreement and denies any involvement with Plaintiff or MID's performance thereunder. Specifically, InSequence argues that the Court does not have specific jurisdiction over it, because Plaintiff inadequately alleges agency. InSequence also argues that the Court does not have general jurisdiction over it, because Plaintiff only alleges insufficient conclusory allegations. Plaintiff responds by arguing that the Court has general and specific jurisdiction over InSequence, since InSequence is the parent company and alter ego of MID, InSequence employed the players in the scheme, and InSequence provided its agents with the facilities, resources, and compensation necessary to facilitate the alleged fraud.
A federal court in Pennsylvania has jurisdiction over parties to the extent...
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