Vascular Ventures, LLC v. Am. Vascular Access, LLC
| Decision Date | 07 December 2016 |
| Docket Number | CIVIL ACTION NO. 16-00481-KD-B |
| Parties | VASCULAR VENTURES, LLC, Plaintiff, v. AMERICAN VASCULAR ACCESS, LLC, et al., Defendants. |
| Court | U.S. District Court — Southern District of Alabama |
This case is before the Court on Plaintiff Vascular Ventures, LLC's Motion to Remand (Doc. 7), Defendant American Vascular Access, LLC's Motion to Transfer (Doc. 2), the "AVA Affiliates" and "Nominal" Defendants'1 Motion to Dismiss for Lack of Personal Jurisdiction (Doc. 3), and Defendants American Vascular Access, LLC and Janet R. Dees' Motion to Dismiss for Failure to State a Claim. (Doc. 4). The motions, which have been fully briefed and are ripe for resolution, have been referred to the undersigned for a report and recommendationpursuant to 28 U.S.C. § 636(b)(1)(B) and Local Rule 72.2(c). Upon consideration of all matters presented, the undersigned RECOMMENDS, for the reasons stated herein, that Plaintiff's Motion to Remand (Doc. 7) be DENIED, that Defendant's Motion to Transfer be DENIED (Doc. 2), that the AVA Affiliates and Nominal Defendants' Motion to Dismiss for Lack of Personal Jurisdiction (Doc. 3) be GRANTED, and that Defendants' Motion to Dismiss for Failure to State a Claim (Doc. 4) be GRANTED IN PART AND DENIED IN PART.
Plaintiff Vascular Ventures, LLC ("Vascular Ventures") commenced this action in the Circuit Court of Mobile County, Alabama on August 9, 2016, against Defendants American Vascular Access, LLC ("American Vascular"), Janet R. Dees ("Dees"), the AVA Affiliates Defendants, the Nominal Defendants, and various fictitious defendants. (Doc. 1-2 at 2-3). In the complaint, Plaintiff alleges claims against Defendants American Vascular and Dees for Breach of Contract (Count One), Negligent/Reckless Misrepresentation (Count Two), Promissory Fraud (Count Three), Fraudulent Suppression (Count Four), and Fraud in the Inducement (Count Five); against Defendants American Vascular, Dees, and the AVA Affiliates for Conspiracy (Count Six); and against Defendants AVA Affiliates for Intentional Interference with a Contractual Relation (Count Seven) and Intentional Interference with aBusiness Relationship (Count Eight).2 (Doc. 1-2 at 10-19). According to Plaintiff, in 2009, Defendants American Vascular and Janet Dees began negotiating with the doctor members of Plaintiff Vascular Ventures to purchase a 40% interest in their lab-based interventional nephrology practice in Mobile, Alabama, and, as incentive for the doctors selling a 40% interest in their practice, Defendants promised the doctors and Vascular Ventures the opportunity to invest, up to 10%, in Defendant American Vascular's future business ventures. (Id. at 6-7; Doc. 11 at 3).
On September 12, 2016, Defendant American Vascular filed a Notice of Removal pursuant to 28 U.S.C. §§ 1441 and 1446 on the basis of diversity jurisdiction. (Doc. 1). On September 12, 2016, Defendant American Vascular filed a Motion to Transfer this action to the Middle District of Florida pursuant to 28 U.S.C. § 1404(a) on the grounds of forum non conveniens and the parties' agreed forum under a forum selection clause. (Doc. 2). On September 12, 2016, the AVA Affiliates and the Nominal Defendants filed a Rule 12(b)(2) Motion to Dismiss for lack of personal jurisdiction. (Doc. 3). On September 12, 2016, Defendants American Vascular and Dees filed a Rule 12(b)(6) Motion to Dismiss for failure to state a claim. (Doc. 4). On September 30, 2016, Plaintiff Vascular Ventures filed a Motion to Remand this action to state court alleging that Defendant American Vascular did not meet its burden of establishing diversityjurisdiction because it failed to adequately establish the requisite amount in controversy. (Doc. 7 at 2). These motions have been fully briefed and are now ready for resolution.
As set forth above, this action was removed by Defendant American Vascular pursuant to 28 U.S.C. §§ 1441 and 1446 on the basis of diversity jurisdiction under 28 U.S.C. § 1332. (Doc. 1). Title 28 U.S.C. § 1441(a) provides, in relevant part:
Except as otherwise expressly provided by Act of Congress, any civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant or the defendants, to the district court of the United States for the district and division embracing the place where such action is pending.
In addition, 28 U.S.C. § 1446(b) provides in part:
The notice of removal of a civil action or proceeding shall be filed within 30 days after the receipt by the defendant, through service or otherwise, of a copy of the initial pleading setting forth the claim for relief upon which such action or proceeding is based, or within 30 days after the service of summons upon the defendant if such initial pleading has then been filed in court and is not required to be served on the defendant, whichever period is shorter.
It is well established that, "[i]n a removal action, the party asserting jurisdiction has the burden of establishing proof of jurisdiction by a preponderance of the evidence."Wiltew v. Parker, 2009 U.S. Dist. LEXIS 101741, *1-2, 2009 WL 3615041, *2 (S.D. Ala. Oct. 30, 2009); Lowery v. Alabama Power Co., 483 F.3d 1184, 1210 (11th Cir. 2007)). In a removal action, the burden is upon the defendant. Id.; see also Adventure Outdoors, Inc. v. Bloomberg, 552 F.3d 1290, 1294 (11th Cir. 2008) ()). In addition, "[b]ecause removal infringes upon state sovereignty and implicates central concepts of federalism, removal statutes must be construed narrowly, with all doubts resolved in favor of remand." Holloway v. Morrow, 2008 U.S. Dist. LEXIS 10318, *5, 2008 WL 401305, *2 (S.D. Ala. Feb. 11, 2008) (citing University of South Alabama v. American Tobacco Co., 168 F.3d 405, 411 (11th Cir. 1999) (); see also Russell Corp. v. American Home Assur., Co., 264 F.3d 1040, 1050 (11th Cir. 2001) (). "Thus, under § 1446(b), in assessing the propriety of removal, the court considers the document receivedby the defendant from the plaintiff -- be it the initial complaint or a later received paper -- and determines whether that document and the notice of removal unambiguously establish federal jurisdiction." Lowery, 483 F.3d at 1213.
Where the alleged basis for federal jurisdiction is diversity under 28 U.S.C. § 1332, the removing defendant has the burden of demonstrating that there is (1) complete diversity of citizenship and (2) an amount-in-controversy greater than $75,000. See 28 U.S.C. § 1332(a). Here, the parties do not dispute that there is complete diversity of citizenship between the parties. Rather, the sole question before the Court on Plaintiff's Motion to Remand is whether the removing Defendant has established the requisite amount in controversy. (Doc. 7).
With respect to the amount in controversy requirement, where the plaintiff "has not pled a specific amount of damages, the removing defendant must prove by a preponderance of the evidence that the amount in controversy exceeds the jurisdictional requirement." Pretka v. Kolter City Plaza, II, Inc., 608 F.3d 744, 752 (11th Cir. 2010). A removing defendant need only show that "the amount in controversy more likely than not exceeds the . . . jurisdictional requirement." Roe v. Michelin N.A., Inc., 613 F.3d 1058, 1061 (11th Cir. 2010) (quoting Tapscott v. MS Dealer Service Corp., 77 F.3d 1353, 1357 (11th Cir. 1996)). A removing defendant is not required "toprove the amount in controversy beyond all doubt or to banish all uncertainty about it." Renfroe v. Allstate Prop. & Cas. Ins. Co., 2010 U.S. Dist. LEXIS 111336, *6, 2010 WL 4117038, * 2 (S.D. Ala. Sept. 23, 2010) (quoting Pretka, 608 F.3d at 754). "When the complaint does not claim a specific amount of damages, removal from state court is proper if it is facially apparent from the complaint that the amount in controversy exceeds the jurisdictional requirement." Beasley v. Fred's Inc., 2008 U.S. Dist. LEXIS 26210, *3-4, 2008 WL 899249, *1 (S.D. Ala. Mar. 31, 2008) (quoting Williams v. Best Buy Co., 269 F.3d 1316, 1319 (11th Cir. 2001)). "If the jurisdictional amount is not facially apparent from the complaint, the court should look to the notice of removal and may require evidence relevant to the amount in controversy at the time the case was removed." Id. In addition, the Eleventh Circuit has made clear that "courts may use their judicial experience and common sense in determining whether the case stated in a complaint meets federal jurisdictional requirements." Roe, 613 F.3d at 1062.
In the complaint in this case, Plaintiff seeks unspecified compensatory and punitive damages, as well as equitable relief, for Defendants' alleged breach of contract and intentional torts (including fraud, conspiracy, and intentional interference with contractual and business relationships) arising out of a jointbusiness venture in which Defendants allegedly failed to fulfill their obligations to offer Plaintiff and its member doctors the opportunity to participate in future joint investment ventures.3 (Doc. 1-2 at 2-19). Because the amount in controversy is not facially apparent from the complaint, the Court considers other relevant evidence of the amount in controversy in this case.
The evidence shows that on September 12, 2016, Defendant Janet Dees submitted an affidavit in...
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