Encore Medical, L.P. v. Kennedy

861 F. Supp. 2d 886, 2012 U.S. Dist. LEXIS 38320, 2012 WL 966431
CourtDistrict Court, E.D. Tennessee
DecidedMarch 21, 2012
DocketCase No. 1:11-cv-187
StatusPublished
Cited by3 cases

This text of 861 F. Supp. 2d 886 (Encore Medical, L.P. v. Kennedy) is published on Counsel Stack Legal Research, covering District Court, E.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Encore Medical, L.P. v. Kennedy, 861 F. Supp. 2d 886, 2012 U.S. Dist. LEXIS 38320, 2012 WL 966431 (E.D. Tenn. 2012).

Opinion

MEMORANDUM AND ORDER

HARRY S. MATTICE, JR., District Judge.

Before the Court are Defendants’ various Motions to Dismiss for lack of personal jurisdiction or, alternatively, to transfer this action to the Western District of Pennsylvania (Docs. 21, 25, 27, 52, 54).

For the reasons stated herein, Defendants’ Motions will be DENIED IN PART and GRANTED IN PART. To the extent the Motions seek dismissal of this action based on a lack of personal jurisdiction, they will be DENIED. To the extent the Motions request that the Court transfer the action to the Western District of Pennsylvania pursuant to 28 U.S.C. § 1404(a), they will be GRANTED.

Further, because Plaintiff Encore Medical, L.P. (“Encore”) timely responded to Dr. Kennedy’s Motion to Vacate (Doc. 12), the Court will DENY its Motion for an Extension of Time (Doc. 17) as moot.

Finally, the Court notes at the outset that, in responding to Defendants’ Motions, Plaintiff has alternatively requested that the Court permit limited discovery as to personal jurisdiction and conduct a hearing on that issue. (Doc. 31 at 25; Doc. 34 at 6-7; Doc. 63 at 21). The parties have made good use of the ample time the Court has afforded them, and they have addressed this issue thoroughly. Indeed, they have filed several hundred pages of written briefing, deposition and hearing transcripts, and supporting affidavits, all of which relate only to the narrow issues of personal jurisdiction and transfer of venue. At best, additional discovery and the conduct of a hearing on this issue would be cumulative. At worst, it would be a substantial waste of time. The Court will therefore DENY Plaintiffs requests to conduct limited discovery or hold a hearing as to personal jurisdiction.

I. BACKGROUND

Plaintiff filed this suit against Dr. Jay Kennedy in April 2009 in the Circuit Court-of Hamilton County Tennessee. (Doc. 1). Litigation continued in that forum until June 2011, when Plaintiff filed amended its Complaint and named as additional Defendants: Geoffrey Miscoe; Mir-Com Products, L.L.C. (“Mir-Com”); Bryanne Enterprises, Inc. (“Bryanne”); and MiG Runner, L.L.C. (“MRP”). (Doc. 1-1).

Plaintiff is a Delaware limited partnership with its principal place of business in Texas. (Doc. 48 at 1). Mir-Com is a Pennsylvania limited liability corporation with its principal place of business in Pennsylvania. (Doc. 22-1). Bryanne is a Pennsylvania Corporation with its principal place of business in Pennsylvania. (Id.). MRP is a Pennsylvania limited liability company with its principal place of business in Pennsylvania. (Id.). Miscoe is a resident and citizen of Pennsylvania. (Doc. 22-1). Miscoe is the managing member of Mir-Com, the president of Bryanne, and the managing member of MRP. (Id.).

According to Plaintiffs Second Amended Verified Complaint, Encore is a provider of various orthopedic devices, including decompression and traction systems used by chiropractors. (Doc. 48 at 4). In mid-2000, Dr. Kennedy approached Plaintiff and offered his assistance in developing improvements for use with Plaintiffs chiropractic products. (Id. at 7). Plaintiff [889]*889believed Dr. Kennedy’s improvements to be useful, and on June 25, 2002, it and Dr. Kennedy entered into a contract (“the Contract”) concerning the manufacture, marketing, and distribution of certain traction/decompression systems. (Id.; Doc. 48-1). Among other things, the Contract provided that Dr. Kennedy: would disclose any inventions related to traction machines he devised during the Contract’s term, was prohibited from revealing Plaintiffs confidential information, and would not participate in the creation or development of products that competed with Plaintiffs.1 (Doc. 48 at 9-12; Doc. 48-1 at 3-4). Pursuant to a choice-of-law provision, the Contract was governed by Tennessee law. (Doc. 48-1 at 6).

In 2004, Plaintiff purchased the Chattanooga Group (“Chattanooga”), which became a division of Encore. (Doc. 48 at 2, 4). At the time of purchase, Chattanooga was based in Tennessee and manufactured traction tables and motorized decompression systems, including some that were the object of Dr. Kennedy’s improvements. (Id. at 5-6, 12). At the time this case was removed to this Court, Chattanooga was still a division of Encore Medical, L.P., but it was no longer located in Tennessee — in 2009 and 2010, Plaintiff closed Chattanooga’s only Tennessee facility. (Id. at 2 n. 2).

Plaintiff alleged that, in contravention of the Contract’s terms and during its defined period, Kennedy began engaging in competitive behavior. (Id. at 14). Specifically, Plaintiff asserted that Kennedy and the other Defendants developed and distributed several products — most notably the “Kennedy Decompression Table” (“Kennedy Table”) — that competed with the decompression traction systems manufactured and distributed by Chattanooga and Encore. (Id. at 14-16). According to the Second Amended Verified Complaint, Defendants developed the Kennedy Table and marketed it at the expense of Plaintiffs products. (Id. at 17-20). Plaintiff contends that Defendants advertised and sold the competing products to chiropractors in Tennessee and that they thereafter conducted training seminars (“Kennedy Seminars”) involving Tennessee customers. (Id. at 18-21).

In April 2009, Plaintiff filed the instant lawsuit in Tennessee state court. (Doc. 1, Doc. 1-1). After Plaintiff amended its complaint to include Miscoe, Mir-Com, Bryanne, and MRP, those Defendants removed the action to this Court. (Doc. 1). Plaintiff subsequently amended its Complaint a second time. (Doc. 48). In its Second Amended Verified Complaint, Plaintiff raised the following eleven causes of action: (1) “Count I — Breach of Product Agreement,” against Dr. Kennedy; (2) “Count II — Breach of Covenant not to Compete,” against Dr. Kennedy; (3) “Count III — Breach of Duty of Loyalty,” against Dr. Kennedy; (4) “Count IV — Specific Performance,” against Dr. Kennedy; (5) “Count V — Procurement of Breach of Contract,” against Miscoe, Mir-Com, Bryanne, and MRP; (6) “Count VI — Conversion,” against all Defendants; (7) “Count VII — Civil Conspiracy,” against all Defendants; (8) “Count VIII — Unjust Enrichment,” against all Defendants; (9) “Count IX — Violation of the Tennessee Consumer Protection Act,” against all Defendants; (10) “Count X — Intentional Interference with Business Relations or Prospective Business Relations,” against all Defendants; and (11) “Count XI — Injunc[890]*890tive Relief,” against all Defendants. (Doc. 48 at 27-39).

The parties have filed various Motions, including the instant Motions to dismiss this case for lack of personal jurisdiction or, alternatively, to transfer it to the United States District Court for the Western District of Pennsylvania. (See Docs. 21, 25, 27, 52, 54). Briefly put, the “moving Defendants” (i.e., Miscoe, Mir-Com. Bryanne, and MRP) first assert that they lack the “minimum contacts” with Tennessee that would permit the Court to exercise personal jurisdiction over them. (See Docs. 21, 25, 52, 54). Alternatively, they assert that, even if they are subject to the Court’s jurisdiction, the convenience of the parties and the interests of justice demand that this case be transferred to the Western District of Pennsylvania. (See Docs. 21, 25, 52, 54). Dr.

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Bluebook (online)
861 F. Supp. 2d 886, 2012 U.S. Dist. LEXIS 38320, 2012 WL 966431, Counsel Stack Legal Research, https://law.counselstack.com/opinion/encore-medical-lp-v-kennedy-tned-2012.