SeedX Inc v. Lincoln Strategy Group LLC
2:23-cv-00142
D. Wyo.Apr 19, 2024Background
- SeedX Inc. (a digital marketing firm) was solicited by the Lincoln Defendants (Lincoln Strategy Group LLC, Fortified Consulting LLC, Nathan Sproul) to provide marketing and digital consulting work in support of Kanye 2020, a presidential campaign and Wyoming nonprofit led by Kanye West.
- SeedX alleges it undertook substantial work for the campaign (website, donor strategy, e-commerce management) based on oral agreements and assurances, but was never paid.
- No written contract existed between SeedX and either the Lincoln Defendants or Kanye 2020 regarding the campaign work; all agreements were alleged to be oral.
- Prior litigation in Texas federal court was dismissed for lack of personal jurisdiction.
- SeedX filed suit in Wyoming, asserting claims for breach of contract, breach of good faith, unjust enrichment, conversion, and fraud. Kanye 2020 and the Lincoln Defendants moved to dismiss.
- The court considered both Rule 12(b)(6) (failure to state a claim) and Rule 12(b)(2) (personal jurisdiction) motions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Contract/Good Faith (against Kanye 2020) | There was an oral/implied contract or agency whereby Kanye 2020 should be liable for unpaid work | No contract or agency relationship; SeedX dealt with Lincoln, not Kanye 2020 directly | Dismissed: SeedX failed to plausibly allege contract existence or essential terms with Kanye 2020 |
| Agency Relationship (Lincoln Defendants as agents of Kanye 2020) | Lincoln Defendants acted as agents for Kanye 2020, binding Kanye 2020 | No agency existed; no manifestations or authority from Kanye 2020 | Dismissed: Insufficient facts alleged to establish agency or ratification |
| Unjust Enrichment (against Kanye 2020) | Kanye 2020 benefitted from SeedX's uncompensated services | No notice to Kanye 2020 that SeedX expected payment; payments already made to Lincoln | Dismissed: No plausible allegations that Kanye 2020 was on notice of SeedX’s expectation of payment |
| Personal Jurisdiction (over Lincoln Defendants) | Minimum contacts exist because Lincoln contracted with Wyoming entity (Kanye 2020) | Merely contracting with a Wyoming corporation is insufficient for personal jurisdiction | No jurisdiction: Insufficient minimum contacts with Wyoming; claims transferred to Arizona |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (Plausibility standard for pleading under Rule 12(b)(6))
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (Plausibility pleading standard)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (Minimum contacts and specific jurisdiction standards)
- World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (Due process limits personal jurisdiction)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (Foundational due process test for personal jurisdiction)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (General jurisdiction standards)
- Bristol-Myers Squibb Co. v. Superior Ct. of Cal., S.F. Cnty., 137 S. Ct. 1773 (Specific jurisdiction’s required connection to forum)