983 F. Supp. 2d 112
D.D.C.2013Background
- AAN sues Cater America, LLC and its sole owner Jennings in D.D.C. for breach of contract and unjust enrichment relating to a Lynyrd Skynyrd concert funded around the 2012 RNC in Tampa, Florida.
- AAN alleges a $150,000 ticket deposit was paid with a refund obligation if the event was canceled for reasons other than AAN fault; the concert was canceled due to weather.
- AAN also alleges a $200,000 loan to enable Florida events and obligations; defendants allegedly refused repayment.
- Cater engaged DC-based counsel and coordinated with a District of Columbia fundraiser; Jennings traveled to DC to discuss funding and sign contracts.
- Defendants move to dismiss for lack of personal jurisdiction and improper venue; alternatively seeking dismissal of unjust enrichment and alter ego liability claims; AAN seeks jurisdictional discovery and sanctions.
- Court sua sponte addresses personal jurisdiction, venue, and the viability of unjust enrichment and alter ego claims, ultimately partially denying and partially granting the motion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has specific personal jurisdiction over Cater and Jennings. | AAN asserts purposeful DC contacts via Conway, Meachum, and in-person meetings, coordination with DC counsel, and harm felt in DC. | Defendants contend insufficient or improper contacts with DC to support jurisdiction. | Yes; the court holds specific jurisdiction over both Cater and Jennings. |
| Whether DC is a proper venue for the action. | Venue lies where substantial events occurred and where plaintiff operates; DC is appropriate due to the DC-based relationships and harm. | Venue should be Florida where the concert was to occur and businesses operated. | Yes; venue is proper in DC. |
| Whether AAN’s unjust enrichment claim for the $150,000 deposit should be dismissed given an express contract governs that transaction. | Unjust enrichment may be pled in the alternative when contract interpretation is disputed; the contract does not resolve this issue yet for the loan claim. | An express contract controls the deposit dispute; unjust enrichment cannot stand alongside a contract claim for the same funds. | Deny; unjust enrichment claim as to the $150,000 deposit is dismissed. |
| Whether Jennings can be held personally liable under the alter ego doctrine. | AAN pleads Jennings as alter ego of Cater; Wyoming LLC Act reformation may allow piercing the veil. | Wyoming law limits personal liability of LLC members; altered veil doctrine is unsettled and may not apply. | Denied; the court allows the alter ego claim to proceed against Jennings at this stage. |
| Whether discovery requests and sanctions related to jurisdictional discovery are moot or premature. | Jurisdictional discovery is necessary to bolster jurisdiction and venue arguments. | Discovery premature absent a conference order; 26(f) conference not held. | Moot; discovery denied as moot and sanctions denied for premature requests. |
Key Cases Cited
- International Shoe Co. v. Washington, 326 U.S. 310 (U.S. 1945) (minimum contacts required for due process)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (U.S. 1980) (fair play and substantial justice in jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (purposeful availment and reasonableness of suit in forum)
- Reuber v. United States, 750 F.2d 1039 (D.C. Cir. 1984) (prima facie showing required for jurisdiction; weigh affidavits)
- Mouzavires v. Baxter, 434 A.2d 988 (D.C. Cir. 1981) (fiduciary-level contacts as meaningful for jurisdiction)