Soojung Jang v. Trs. of St. Johnsbury Acad.

• Decision Date: 06 July 2018
• Docket Number: Civil Action No. 2:17-cv-162-jmc
• Parties: SOOJUNG JANG, Ph.D., Plaintiff, v. TRUSTEES OF ST. JOHNSBURY ACADEMY, Kingdom Development Company, Inc., Defendants.
• Court: U.S. District Court — District of Vermont

331 F.Supp.3d 312

SOOJUNG JANG, Ph.D., Plaintiff,

v.TRUSTEES OF ST. JOHNSBURY ACADEMY, Kingdom Development Company, Inc., Defendants.

Civil Action No. 2:17-cv-162-jmc

United States District Court, D. Vermont.

Signed July 6, 2018

Filed July 9, 2018

Harold B. Stevens, III, Esq., Stevens Law Office, Stowe, VT, for Plaintiff.

William A. O'Rourke, III, Ryan Smith & Carbine, Ltd., Rutland, VT, Bruce C. Palmer, Esq., Downs Rachlin Martin PLLC, St. Johnsbury, VT, for Defendants.

OPINION AND ORDER

(Docs. 8, 11, 25)

John M. Conroy, United States Magistrate Judge

On August 31, 2017, Plaintiff Soojung Jang, Ph.D., a citizen and resident of Seoul, Republic of Korea, commenced this libel and defamation action against the Trustees of St. Johnsbury Academy (the Academy) and Kingdom Development Company, Inc. (KDC). (Doc. 1.) The Academy and KDC were part of a successful effort to establish the St. Johnsbury Academy-Jeju on Jeju Island in the Republic of Korea, which opened in late October 2017. (Doc. 8 at 7.) On July 16, 2016, prior to the opening of the school, an attorney for the Academy and KDC sent a letter to the Governor of the Jeju Provincial Office of Education detailing Dr. Jang's purported efforts in the Republic of Korea and the United States to undermine the establishment of the school. In Dr. Jang's Complaint, she claims that the letter's contents are libelous and defamatory and that she suffered actual, special, and punitive damages as a result of the letter's publication. (Doc. 1 at 4-5, ¶¶ 30, 34.)

Presently before the Court is the Academy and KDC's Joint Motion to Strike the Complaint pursuant to Vermont's anti-SLAPP statute, Vt. Stat. Ann. Tit. 12, § 1041 (2006), (Doc. 8), and their Joint Motion to Dismiss the Complaint for Failure to State a Claim pursuant to Fed. R. Civ. P. 12(b)(6). (Doc. 11.) Dr. Jang responded in opposition to both motions, (Docs. 12, 15), and the Academy and KDC filed two replies. (Docs. 20, 21.) A hearing on the motions was held on February 20, 2018, and the parties subsequently filed supplemental memoranda. (Docs. 26, 27, 28, 30, 31, 32.)

Concluding that the evidence submitted by the Academy and KDC does not demonstrate that the letter involved a public issue under the Vermont Supreme Court's narrow interpretation of Vt. Stat. Ann. tit. 12, § 1041, the Court DENIES the Academy and KDC's joint Motion to Strike the Complaint. (Doc. 8.) Further, because Dr. Jang's Complaint does not plausibly allege claims for defamation or interference with a professional relationship, the Court GRANTS the Academy and KDC's Joint Motion to Dismiss for Failure to State a Claim. (Doc. 11.)

Factual and Procedural Background

This Court has previously treated a motion to strike as analogous to a summary judgment motion under Federal Rule of Civil Procedure 65. See Bible & Gospel Trust v. Twinam , No. 1:07-cv-17, 2008 WL 5245644, at *1 (D. Vt. Dec. 12, 2008), modifying report and recommendation , 2008 WL 5216845 (D. Vt. July 18, 2008). As a result, in analyzing the Motion to Strike, the Court relies on the documents provided by the Academy and KDC in support of their Motion to Strike. (See generally Docs. 8, 8-1-8-24). In deciding the Academy and KDC's Motion to Dismiss, the Court accepts as true the factual assertions stated in Dr. Jang's Complaint and the letter attached to the Complaint.¹ See Desiano v. Warner-Lambert Co. , 326 F.3d 339, 350 (2d Cir. 2003) ; Chambers v. Time Warner, Inc. , 282 F.3d 147, 152 (2d Cir. 2002). (See generally Docs. 1, 1-1.)

I. Background and Parties

This case involves the establishment of a school on Jeju Island, a province in the Republic of Korea (South Korea). Government-sponsored development on Jeju Island is controlled by the Jeju Free International City Development Center (the City Development Center), a corporation owned by the South Korean Ministry of Land, Transport, and Maritime Affairs. (Doc. 8-2 at 5, § a; see also Doc. 1 at 2, ¶ 8.) One of the City Development Center's projects is the Jeju Global Education City, a plan to create a "vibrant global education city" by establishing several international schools in a specific area on Jeju Island. (Doc. 8-2 at 1, § b.) To own and operate the international schools in the Global Education City, the City Development Center established Haewul, Inc., a wholly owned subsidiary of the City Development Center. (Id. at 1-2, § d; see also Doc. 1 at 2, ¶ 8.)

Dr. Jang is a resident of Seoul, South Korea, where she is a professor of general education. She is a member of the Establishment and Operation of International Schools Subcommittee (the Establishment Subcommittee), a subcommittee of the Jeju Provincial Office of Education. (Doc. 1 at 3, ¶ 23.) Dr. Jang is also a member of Jeju Solidarity for Participatory Self Government and Environmental Preservation (Jeju Solidarity), a community organization focused on ensuring that the educational goals of the Global Education City are met. (Doc. 1 at 2, ¶¶ 9, 11, 12-13.)

The Academy operates a non-profit private school located in St. Johnsbury, Vermont, and owns a majority of stock in KDC, a Vermont for-profit corporation. (Doc. 1 at 1, ¶¶ 2, 3, 7; Doc. 8 at 2-3.)

II. The Project and Dr. Jang's Initial Investigations

A. Proposal and Cooperative Venture Agreement

In the spring of 2012, the City Development Center requested proposals for the establishment of a new international school in the Global Education City. (Doc. 8 at 2.) The Academy and KDC responded to this request, and the City Development Center ultimately proposed a joint venture with the Academy and KDC to establish and operate a new school known as St. Johnsbury Academy-Jeju (SJA-Jeju). (Id. ) As a result, on November 29, 2012, the City Development Center, Haewul, the Academy, and KDC entered into a confidential cooperative venture agreement setting forth the terms of their joint project. (Id. at 4; see generally Doc. 8-2.)

By the agreement's terms, the City Development Center would appoint a developer to construct the school in the Global Education City and, upon construction of the school, sell or lease the building to Haewul. (Doc. 8-2 at 6, §§ e, g.) The Academy would grant Haewul a license to use the Academy's intellectual property rights in connection with the promotion and operation of SJA-Jeju and, in consideration, Haewul would pay royalties to the Academy. (Id. at 6, § h, id. at 14, § 9.3.) Further, KDC would perform certain administrative and management functions for SJA-Jeju, such as ensuring that SJA-Jeju met the standards of the St. Johnsbury Academy in Vermont. (Id. at 6, § i, id. at 12, § 5.) In turn, Haewul would pay a management fee to KDC. (Id. at 14, § 9.4.)

B. Further Review and Approval of SJA-Jeju

Although the City Development Center, Haewul, the Academy, and KDC had entered into the cooperative venture agreement, the project could not move forward without being approved by the Jeju Provincial Office of Education, the body charged with reviewing and approving schools in the Global Education City. (Doc. 8 at 4.) To this end, the Provincial Office of Education formed the Establishment Subcommittee, which was charged with reviewing and approving the SJA-Jeju project. (Id. ) As noted above, at the relevant times, Dr. Jang was a member of this subcommittee. (Id. ; Doc. 1 at 3, ¶ 23.)

C. China Daily and Korea Times Articles

On May 6, 2013, China Daily published an article describing the development on Jeju Island. (See generally Doc. 8-11.) The article generally described the City Development Center's mission to create a free international city like Hong Kong or Singapore. (Id. ) Among the numerous projects described in the article, the article briefly noted that the City Development Center had formed partnerships with three international schools: North London Collegiate School; Branksome Hall; and St. Johnsbury Academy. (Id. ) The article stated in passing that SJA-Jeju was expected to open in September 2015. (Id. ) Similarly, an article in the Korea Times published on July 24, 2013, described the City Development Center's plan to establish seven international schools on Jeju Island by 2021. (Doc. 8-12 at 2.) The article succinctly stated that three schools had already opened on a trial basis and that SJA-Jeju was expected to open in September 2015. (Id. at 2-3.) Neither article mentioned a public controversy surrounding the establishment of the schools, nor did the articles mention Dr. Jang.

D. Dr. Jang's Presentation to the Establishment Subcommittee

SJA-Jeju was not yet open on January 15, 2016, when Dr. Jang submitted a "Summary of Preliminary Investigation" to the Provincial Office of Education and presented the information to the Establishment Subcommittee. (See generally Doc. 8-3; see also Doc. 8-1 at 3, ¶ 7.) Dr. Jang generally alleged in the summary that the relationship between KDC and the Academy was established to protect the Academy's non-profit tax status, that the Academy and KDC did not bear any risk if SJA-Jeju failed, and that the Academy and KDC lacked experience establishing and operating international schools. (Doc. 8-3 at 3-5.) She recommended further investigation by the Jeju Provincial Office of Education; in particular, she stated that the Office of Education should seek additional records relating to the business characteristics and tax status of KDC and the Academy. (Id. at 5-6.)

E. Dr. Jang's Investigation in the United States

On February 1, 2016, Dr. Jang sought information regarding the governance of private schools from the National Association of Independent Schools (NAIS) in the United States. (Doc. 8-4 at 9-10.) In particular, Dr. Jang sought information regarding an independent school's procedures for approving "a franchised school in foreign country." (Id. at 9.) Attorney Debra Wilson, the Chief Counsel of NAIS, responded to Dr. Jang's request and explained that the procedures depended on the school board and the school's structure and bylaws. (Id. at 8.) After further email correspondence with...