IMARK Marketing Services, LLC v. Geoplast, S.P.A.
753 F. Supp. 2d 141
D.D.C.2010Background
- IMARK Marketing Services, LLC sued Geoplast S.p.A. in DC federal court under diversity for breach of contract, unjust enrichment, quantum meruit, and tortious interference.
- The February 5, 2009 contract required IMARK to assist Geoplast S.p.A. in US market entry, with Geoplast granting IMARK exclusive US marketing rights and paying fees and commissions.
- Geoplast U.S., a Delaware subsidiary, was created to facilitate US operations; Geoplast S.p.A. controlled Geoplast U.S., with shared officers and funding.
- Geoplast U.S. registered to do business in DC; payments, emails, and phone communications between Geoplast S.p.A. and IMARK occurred in DC over 2009; contract contemplated a DC presence.
- Geoplast allegedly canceled the contract on March 2, 2010 after IMARK incurred substantial costs and attempted to hire IMARK personnel away; IMARK filed suit March 4, 2010.
- The court held Geoplast S.p.A. and Geoplast U.S. are alter egos for jurisdictional purposes and analyzed personal jurisdiction under DC long-arm § 13-423, denying dismissal for lack of jurisdiction but granting dismissal of Count IV for failure to state a claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the DC long-arm reach Geoplast S.p.A.? | IMARK argues alter ego with Geoplast U.S. and contacts justify jurisdiction. | Geoplast contends no sufficient DC contacts and separate entities negate alter ego. | Yes; court finds personal jurisdiction over Geoplast S.p.A. (Counts I-III) via 13-423(a)(1) and (b), and over its alter ego Geoplast U.S. |
| Does Geoplast S.p.A. have a tortious-interference claim under Count IV? | IMARK contends Geoplast S.p.A. interfered with IMARK's contracts and business relationships. | Geoplast argues IMARK failed to plead a valid tortious-interference theory and that the acts were not by a third party. | Count IV is dismissed for failure to state a claim; IMARK failed to plead a contractual interference by a third party or valid business-relationship interference. |
Key Cases Cited
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (quality and foreseeability of forum contacts in establishing jurisdiction)
- Int'l Shoe Co. v. Washington, 326 U.S. 310 (1945) (minimum contacts and fair play notions in jurisdiction)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) (purposeful availment and forum-state sovereignty)
- Shoppers Food Warehouse v. Moreno, 746 A.2d 320 (D.C. Cir. 2000) (flexible, 'discernable relationship' nexus under 13-423(b))
- Hill v. Labadie Coal Co. v. Black, 672 F.2d 92 (D.C. Cir. 1982) (alter-ego piercing factors and unity of interest test)
- Diamond Chem. Co. v. Atofina Chems., Inc., 268 F. Supp. 2d 1 (D.D.C. 2003) (alter-ego analysis and unity of control for jurisdiction)
- Hazard v. Lifschitz & Schram, 90 F. Supp. 2d 15 (D.D.C. 2000) (alter-ego and veil-piercing considerations in DC cases)
- Roz Trading, Ltd. v. Zeromax Group, Inc., 517 F. Supp. 2d 377 (D.D.C. 2007) (temporal considerations in 13-334 general jurisdiction contexts)
- GTE New Media Servs., Inc. v. Ameritech Corp., 21 F. Supp. 2d 27 (D.D.C. 1998) (burden on plaintiff to show jurisdictional facts with affidavits)
- Margoles v. Johns, 483 F.2d 1212 (D.C. Cir. 1973) (acts constituting the tort in 13-423 contexts and situs of injury)
- Moncrief v. Lexington Herald-Leader Co., 807 F.2d 217 (D.C. Cir. 1986) (out-of-district acts not supporting in-district 'act' under 13-423(a)(3))
- Casco Marina Dev., L.L.C. v. D.C. Redev. Land Agency, 834 A.2d 77 (D.C. 2003) (tortious-interference elements)