Prof'l Led Lighting, Ltd. v. Aadyn Tech., LLC

• Decision Date: 17 February 2015
• Docket Number: Case No. 14–CIV–61376.
• Citation: 88 F.Supp.3d 1356
• Parties: PROFESSIONAL LED LIGHTING, LTD., Plaintiff, v. AADYN TECHNOLOGY, LLC, Frank Gallagher, Marc Kaye, and Walter Lefler, Defendants. Aadyn Technology, LLC, a Delaware Limited Liability Company; Frank Gallagher, a New Jersey citizen; Marc Kaye, a Florida citizen; and Walter Lefler, a New Jersey citizen, Plaintiffs, v. Professional Led Lighting, Ltd., an Illinois company; Product Productions, Inc., an Illinois company; and Philip Contursi, an Illinois citizen, Defendants.
• Court: U.S. District Court — Southern District of Florida

88 F.Supp.3d 1356

PROFESSIONAL LED LIGHTING, LTD., Plaintiff

v.AADYN TECHNOLOGY, LLC, Frank Gallagher, Marc Kaye, and Walter Lefler, Defendants.

Aadyn Technology, LLC, a Delaware Limited Liability Company;

Frank Gallagher, a New Jersey citizen;

Marc Kaye, a Florida citizen; and Walter Lefler, a New Jersey citizen, Plaintiffsv.Professional Led Lighting, Ltd., an Illinois company;

Product Productions, Inc., an Illinois company;

and Philip Contursi, an Illinois citizen, Defendants.

Case No. 14–CIV–61376.

United States District Court, S.D. Florida.

Signed Feb. 17, 2015.

Filed Feb. 18, 2015.

Eric Lee, Lee & Amtzis, P.L., Boca Raton, FL, William J. Delaney, Delaney Law, Chicago, IL, for Plaintiff.

Adam S. Chotiner, Aram Caldarera Bloom, Robin I. Frank, Shapiro Blasi Wasserman & Gora PA, Boca Raton, FL, Darth M. Newman, Haddonfield, NJ, for Defendants.

ORDER ON MOTION FOR DEFAULT JUDGMENT AND MOTION TO DISMISS

BETH BLOOM, District Judge.

THIS CAUSE came before the Court on the Motion for Default Final Judgment filed by AAdyn Technology, LLC (“AAdyn”), Frank Gallagher, Marc Kaye and Walter Lefler (together, the “AAdyn Parties”), ECF No. [23] (the “Motion for Default Judgment”) and the Response, ECF No. [38], by Professional LED Lighting, Ltd. (“LED”), Product Productions, Inc. (“PPI”) and Philip Contursi (together, the “Contursi Parties”); and on the Motion to Dismiss, ECF No. [32] (the “Motion to Dismiss”), filed by the AAdyn Parties with respect to Complaint filed by LED, Case No. 14–cv–62786 (the “Illinois Action”) ECF No. [1] (the “LED Complaint”). The Court has carefully reviewed the Motions, all supporting and opposing submissions, the record in this case and applicable law, and for the reasons set forth below, in part grants and in part denies the relief requested by the parties.

I. PROCEDURAL BACKGROUND

This Court received this action on June 13, 2014, when the AAdyn Parties filed their Complaint against the Contursi Parties, ECF No. [1] (the “AAdyn Complaint”), alleging breach of contract and requesting declaratory relief. Some two months prior, on April 4, 2014, the Contursi Parties filed their Complaint in the United States District Court for the Northern District of Illinois, asserting claims for copyrights infringement, fraud, unjust enrichment, civil conspiracy and breach of contract. While the Illinois Action proceeded apace—with the AAdyn Parties filing a motion to dismiss or transfer venue the same day as filing the instant action before this Court—the Contursi Parties failed to respond or appear before this Court.

On September 29, 2014, the Court directed the AAdyn Parties to perfect service on each of the Contursi Parties by or before October 13, 2014. ECF No. [6]. In compliance with that Order, see ECF No. [11], the AAdyn Parties filed proof of executed service on LED, PPI and Contursi. ECF Nos. [7], [9], [10] (Returns of Service). According to the affidavits of service, service on PPI and Contursi was executed on September 19, 2014, providing a deadline for those parties to respond to the AAdyn Complaint of October 10, 2014. According to the affidavits of service, service on LED was executed on September 23, 2014, providing a deadline for LED to respond to the AAdyn Complaint of October 14, 2014. None of the Contursi Parties appeared or responded. On October 16, 2014, and pursuant to the Court's Order requiring the Contursi Parties to respond and directing the AAdyn Parties to seek default should they not, ECF No. [14], the AAdyn Parties mailed a copy of said Order to each of the Contursi Parties at the addresses reflected on the Returns of Service, and, on October 27, 2014, filed a Motion for Entry of Default as to each of the Contursi Parties. ECF No. [20]. The Clerk entered default the following day. ECF No. [21]. The Court subsequently issued an Order on default procedures. ECF No. [22]. In compliance with that Order, on November 10, 2014, the AAdyn Parties filed the Motion for Default Judgment.

On December 10, 2014, the Court issued an order in part granting and in part denying the Motion for Default Judgment. ECF No. [26] (the “Default Judgment Order”). Therein, the Court determined that, given the Contursi Parties' default and the clear evidence presented by the AAdyn Parties, the AAdyn Parties had stated and supported their claim for breach of contract. However, the Court sua sponte assessed its exercise of jurisdiction with respect to the other claims asserted in the AAdyn Complaint in light of the first filed doctrine and the Illinois Action. The Court declined to rule on the AAdyn Parties' two claims for declaratory relief—which addressed liability owing from the AAdyn Parties to the Contursi Parties on the basis of certain purported agreements and certain copyrights purportedly owned by either PPI or LED (discussed further below). The Court subsequently issued a separate order of final judgment by default against each of the Contursi Parties, jointly and severally, with respect to the breach of contract claim, and a second order clarifying that the judgment was immediately executable. ECF Nos. [28], [31].

Concurrent with this Court's consideration of the Motion for Default Judgment, the District Court in Illinois resolved the AAdyn Parties' motion to dismiss the Illinois Action, and on November 11, 2014, transferred the action to this District (on the basis of a forum selection clause in one of the parties' contracts). Illinois Action ECF Nos. [24], [25]. The District Court in Illinois denied without prejudice the remainder of the AAdyn Parties' motion to dismiss.

On December 16, 2014, this Court entered an order consolidating the Illinois Action and the instant action. ECF No. [27]. The Court further directed the AAdyn Parties to respond or submit a motion pursuant to Fed.R.Civ.P. 12 with respect to the LED Complaint, and the Contursi Parties to show cause why the declaratory relief requested in the Motion for Default Judgment should not be granted by default, within specified deadlines. The parties timely complied. Accordingly, the AAdyn Parties' Motion to Dismiss, and well as their Motion for Default Judgment with the benefit of the Contursi Parties' Response, are before the Court and ripe for adjudication.

II. DEFAULT JUDGMENT

In their Response to the Motion for Default Judgment, the Contursi Parties challenge the ability of this Court to grant the requested declaratory relief by default on the basis of the Court's subject matter jurisdiction, personal jurisdiction over the PPI and Contursi, and the Court's exercise of its jurisdiction in light of the first filed doctrine. On those same bases, the Contursi Parties request that any prior orders of default be vacated. As explained below, subject matter and personal jurisdiction before this Court is (and was) proper. However, the first filed doctrine guides the Court to withhold adjudication of the AAdyn Parties' declaratory claims until they can be decided on the merits.

A. Subject Matter Jurisdiction

“Federal courts are courts of limited jurisdiction. They possess only that power authorized by Constitution and statute.” Dudley v. Eli Lilly & Co., 778 F.3d 909, 911 (11th Cir.2014) (quoting Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994) ). In their Complaint, the AAdyn Parties asserted jurisdiction on the basis of complete diversity of citizenship, pursuant to 28 U.S.C. § 1332. See AAdyn Compl. ¶ 6.

“Diversity jurisdiction requires complete diversity; every plaintiff must be diverse from every defendant.” Triggs v. John Crump Toyota, Inc., 154 F.3d 1284, 1287 (11th Cir.1998) ; see also King v. Cessna Aircraft Co., 505 F.3d 1160, 1171 (11th Cir.2007) (“Where, as here, the plaintiff asserts diversity jurisdiction, he has the burden to prove that there is diversity.”). Unlike a corporation, but “like a limited partnership, a limited liability company is a citizen of any state of which a member of the company is a citizen.” Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C., 374 F.3d 1020, 1022 (11th Cir.2004). Therefore, “[t]o sufficiently allege the citizenships of these unincorporated business entities, a party must list the citizenships of all the members of the limited liability company and all the partners of the limited partnership.” Id.; see also Venture Invs. Props., LLC v. Scottsdale Ins. Co., 2015 WL 269011, at *1 (M.D.Fla. Jan. 21, 2015) (“To establish diversity jurisdiction, the Court needs information regarding the citizenship of all the members of a limited liability company, not just the managing members.”).

While the AAdyn Parties establish diversity of citizenship as between the managing members of AAdyn, which is a limited liability company, and each of the Contursi Parties, the AAdyn Complaint itself alleges that a non-party, Salina Vest, holds a five percent ownership interest in AAdyn. Vest is a citizen of Illinois, as are each of the Contursi Parties. See ECF No. [38–1]. Accordingly, complete diversity is lacking.

The Court briefly pauses to highlight an irony. While the Contursi Parties object to this Court's jurisdiction on the basis of incomplete diversity, they themselves alleged in the LED Complaint that the parties were completely diverse. See LED Compl. ¶ 7 (asserting diversity jurisdiction pursuant to 28 U.S.C. § 1332, as between LED and AAdyn). Ultimately, the issue is irrelevant; the Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331.

Congress has authorized the federal district courts to exercise original jurisdiction in “all civil actions arising under the Constitution, laws, or treaties of the United States.” 28 U.S.C. § 1331. The federal question at issue “must appear on the face of the plaintiff's well-pleaded complaint.” Cmty. State Bank v. Strong, 651 F.3d 1241, 1251 (11th Cir.2011). “Federal question jurisdiction ‘exists in a declaratory judgment action if the plaintiff has alleged facts in a well-pleaded complaint which demonstrate that the...