Willock v. Hilton Domestic Operating Co.

• Decision Date: 22 July 2020
• Docket Number: Case No. 3:20-cv-00042
• Citation: 474 F.Supp.3d 938
• Parties: Richard WILLOCK, Plaintiff, v. HILTON DOMESTIC OPERATING CO., INC. ; 2330 Ellison LLC; and Chartwell Hospitality, LLC, Defendants.
• Court: U.S. District Court — Middle District of Tennessee

474 F.Supp.3d 938

Richard WILLOCK, Plaintiff,

v.HILTON DOMESTIC OPERATING CO., INC. ; 2330 Ellison LLC; and Chartwell Hospitality, LLC, Defendants.

Case No. 3:20-cv-00042

United States District Court, M.D. Tennessee, Nashville Division.

Filed July 22, 2020

Elizabeth G. Hart, Tara L. Swafford, The Swafford Law Firm, PLLC, Franklin, TN, Gregory Kafoury, Jason Kafoury, Mark McDougal, Kafoury & McDougal, Portland, OR, for Plaintiff.

Bradford Telfeyan, John Roy Tarpley, Lewis, Thomason, King, Krieg & Waldrop, P.C., Nashville, TN, Norman M. Leon, DLA Piper US LLP, Chicago, IL, for Defendant Hilton Domestic Operating Co. Inc.

Benjamin P. Lemly, Keith D. Frazier, Ogletree, Deakins, Nash, Smoak & Stewart, P.C., Nashville, TN, for Defendants 2330 Elliston LLC, Chartwell Hospitality, LLC.

MEMORANDUM

ALETA A. TRAUGER, United States District Judge Defendant 2330 Elliston LLC ("2330 Elliston") has filed a Motion to Dismiss (Docket No. 19), to which Richard Willock has filed a Response (Docket No. 27), and 2330 Elliston has filed a Reply (Docket No. 30). Defendant Hilton Domestic Operating Co. Inc. ("Hilton Domestic") has filed a Motion to Dismiss (Docket No. 21), to which Willock has filed a Response (Docket No. 28), and Hilton has filed a Reply (Docket No. 31). For the reasons set out herein, 2330 Elliston's motion will be granted in part and denied in part, and Hilton Domestic's motion will be granted.

I. BACKGROUND ¹

Willock is an African-American man who lives in Madison, Mississippi. The defendants are three companies, all organized under Delaware law, allegedly involved in the operation of a Nashville hotel operating under the Hampton Inn and Suites brand. (Docket No. 1 ¶¶ 1–2, 6–8.) Specifically, Willock has alleged that Hilton Domestic is the franchisor of a number of major hotel brands, including Hampton Inn and Suites; 2230 Elliston is the franchisee for the Nashville hotel; and Chartwell operates the hotel for 2230 Elliston. (Id. ¶¶ 6–8.)

On October 27, 2018, Willock and his teenaged son traveled to Nashville for a baseball camp at Vanderbilt University. They checked into the Hampton Inn and Suites on nearby Elliston Place, allegedly operated by the defendants, in the early hours of that morning, went straight to their rooms, and, later that day, attended the camp, after which they returned to the hotel. (Id. ¶¶ 11–13.) Willock obtained delivery menus from the front desk and ordered some food for himself and his son. When the food arrived, Willock's son returned to their room, but Willock remained in the lobby, where he watched the World Series on a hotel television while eating and using his iPad. Many other individuals, some of them seemingly intoxicated, also congregated in the hotel's lobby area. (Id. ¶¶ 14–16.)

While Willock was watching the television, he was approached by the hotel's front office manager, Aimee Cooper. Cooper asked Willock if he was a guest of the hotel, and he said that he was. She asked him his name and room number, at which point Willock asked why he, as opposed to any of the other people in the lobby, was being singled out to prove his status as a guest. Cooper responded by walking away and returning with a security guard. (Id. ¶¶ 15–18.) The African-American security guard told Willock that Cooper "does this sometimes" and urged Willock to "go along with it." (Id. ¶ 18.) Willock did not comply, and Cooper declared that he should be expelled from the property. An unidentified hotel employee, or someone acting on the hotel's behalf, called the police. The Complaint does not go into further detail about how the incident was resolved. (Id. ¶ 19.)

On January 15, 2020, Willock filed his Complaint in this court. (Docket No. 1.) He has pleaded five counts against the defendants. Count I is for discrimination in contracting in violation of 42 U.S.C. § 1981. Count II is for discrimination in public accommodations in violation of 42 U.S.C. § 2000a. Count III is for discrimination in public accommodations in violation of Tenn. Code Ann. § 4-21-501. Counts IV and V are Tennessee common law claims for, respectively, intentional infliction of emotional distress and breach of contract. (Id. ¶¶ 24–33.)

Hilton Domestic and 2330 Elliston have asked the court to dismiss the claims against them, although Chartwell, at this point, has not. (Docket Nos. 19 & 21.) Hilton argues that the court should dismiss the claims against it for lack or jurisdiction or, in the alternative, hold that Willock has failed to state any claims against it for which relief can be granted. (Docket No. 21 at 1.) It has supported its motion with an Affidavit of James O. Smith, the company's Vice President and Senior Counsel for Legal Corporate Transactions. (Docket No. 22-1 ¶ 1.) Smith claims that a collection of Hilton Domestic's subsidiary companies, not Hilton Domestic itself, is the actual franchisor of the Hampton Inn and Suites brand and that 2330 Elliston's franchise agreement is with an entity called Hampton Inns Franchise LLC. (Id. ¶¶ 12–13.) He further explains that, pursuant to the franchise agreement with 2330 Elliston, neither Hilton entity has any ownership interest in the hotel. (Id. ¶ 14.) 2330 Elliston does not dispute the court's jurisdiction over it but argues that Willock has failed to state a claim for which relief can be granted because, among other things, some of his claims are untimely. (Docket No. 19 at 1.)

II. LEGAL STANDARD

A. Rule 12(b)(2)

In considering a motion to dismiss for lack of personal jurisdiction under Rule 12(b)(2), a court has three options. It may (1) rule on the motion on the basis of the affidavits and materials submitted by the parties, (2) permit discovery in aid of the motion, or (3) conduct an evidentiary hearing on the merits of the motion. See Dean v. Motel 6 Operating L.P. , 134 F.3d 1269, 1272 (6th Cir. 1998). It is in the court's discretion, based on the circumstances of the case, which path to choose. Id. In any proceeding, however, the party asserting jurisdiction has the burden of proof. See Bird v. Parsons , 289 F.3d 865, 871 (6th Cir. 2002).

When a court rules on a motion to dismiss for lack of personal jurisdiction based upon the affidavits or other preliminary materials, the party asserting jurisdiction need only make a prima facie showing of jurisdiction to defeat the motion. Theunissen v. Matthews , 935 F.2d 1454, 1458 (6th Cir. 1991). In examining whether the party asserting jurisdiction has made this prima facie showing, the court is to construe the facts presented in the light most favorable to that party. Bird , 289 F.3d at 871 ; see also Estate of Thomson ex rel. Estate of Rakestraw v. Toyota Motor Corp. Worldwide , 545 F.3d 357, 360–61 (6th Cir. 2008) (referring to the plaintiff's burden in this context as "relatively slight").

B. Rule 12(b)(6)

In deciding a motion to dismiss for failure to state a claim under Rule 12(b)(6), the court will "construe the complaint in the light most favorable to the plaintiff, accept its allegations as true, and draw all reasonable inferences in favor of the plaintiff." Directv, Inc. v. Treesh , 487 F.3d 471, 476 (6th Cir. 2007) ; Inge v. Rock Fin. Corp. , 281 F.3d 613, 619 (6th Cir. 2002). The Federal Rules of Civil Procedure require only that a plaintiff provide "a short and plain statement of the claim that will give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests." Conley v. Gibson , 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957). The court must determine only whether "the claimant is entitled to offer evidence to support the claims," not whether the plaintiff can ultimately prove the facts alleged.

Swierkiewicz v. Sorema N.A. , 534 U.S. 506, 511, 122 S.Ct. 992, 152 L.Ed.2d 1 (2002) (quoting Scheuer v. Rhodes , 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974) ).

The complaint's allegations, however, "must be enough to raise a right to relief above the speculative level." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). To establish the "facial plausibility" required to "unlock the doors of discovery," the plaintiff cannot rely on "legal conclusions" or "[t]hreadbare recitals of the elements of a cause of action," but, instead, the plaintiff must plead "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678-79, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). "[O]nly a complaint that states a plausible claim for relief survives a motion to dismiss." Id. at 679, 129 S.Ct. 1937 ; Twombly , 550 U.S. at 556, 127 S.Ct. 1955.

III. ANALYSIS

A. Jurisdiction Over Hilton Domestic

While these motions were pending, the Sixth Circuit released an opinion that clarified the respective burdens on the parties with respect to a Rule 12(b)(2) motion, as well as the options available to—or not available to—district courts when they consider such motions. The parties in Malone v. Stanley Black & Decker, Inc. , No. 19-3880, 965 F.3d 499 (6th Cir. July 15, 2020), were procedurally situated very similarly to the parties here. The plaintiff sued multiple entities, and one defendant filed a Rule 12(b)(2) motion that it supported with an affidavit including information about the company's business operations relevant to the jurisdictional inquiry. Id. at 504–05. The district court granted the motion, based, at least in part, on the contents of the affidavit, and the plaintiff appealed. The Sixth Circuit held that the district court erred by relying on the affidavit without holding an evidentiary hearing or allowing discovery. Id. (stating that the affidavit was "irrelevant" because the district court had considered the motion on written submissions alone).

The court explained that, once a plaintiff makes a prima facie showing of personal jurisdiction—which he can do solely through allegations in the complaint, construed in the light most favorable to him—the d...