One Media IP Ltd. v. S.A.A.R. SrL

122 F. Supp. 3d 705, 2015 U.S. Dist. LEXIS 103905, 2015 WL 4716813
CourtDistrict Court, M.D. Tennessee
DecidedAugust 7, 2015
DocketCase No. 3:14-cv-0957
StatusPublished
Cited by11 cases

This text of 122 F. Supp. 3d 705 (One Media IP Ltd. v. S.A.A.R. SrL) is published on Counsel Stack Legal Research, covering District Court, M.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
One Media IP Ltd. v. S.A.A.R. SrL, 122 F. Supp. 3d 705, 2015 U.S. Dist. LEXIS 103905, 2015 WL 4716813 (M.D. Tenn. 2015).

Opinion

MEMORANDUM

ALETA A. TRAUGER, District Judge.

■ Pending before the court are motions to dismiss for lack of personal jurisdiction [708]*708under Rule 12(b)(2) filed by defendants S.A.A.R., SrL. (“SAAR”) (Docket No. 19) and Believe S.A.S. (“Believe”) (Docket No. 38), to which the plaintiff filed Responses in. opposition (Docket Nos. 22 and 45), each defendant filed a Reply (Docket Nos. 28 (SAAR) and 55 (Believe)), the plaintiff filed a Supplemental 'Response relative to Believe (Docket No. 63), and the parties, following discovery, filed supplemental briefs (Docket Nos. 68 (plaintiff), 69 (Believe), and 70 (SAÁR)). For the reasons stated herein, the motions will be granted.

BACKGROUND

I. Overview

Plaintiff One Media IP Limited, as successor-in-interest to Telos Holdings, Inc. d/b/a Point Classics (“One Media”), is a corporation organized under the laws of the United Kingdom. Defendant SAAR is an Italian company, defendant Believe is a French company, defendant Henry Hada-way is a U.K. citizen, and defendants Hadaway Organisation Limited and HHO Licensing Limited (both affiliated with Hadaway himself) (collectively with Hada-way, the “Hadaway Defendants”) are U.K. companies. One Media alleges that the defendants infringed its copyright interests in a set of classical music recordings, which the court will refer to as the “Catalog.” SAAR, and Believe have filed separate motions to dismiss under Rule 12(b)(2), contending that the court lacks personal jurisdiction over them.1

After reviewing the parties’ briefs, the court permitted the parties to conduct limited jurisdictional discovery. (Docket No. 65.) The parties conducted discovery and have filed additional briefs and evidentiary materials. The court’s summary of the facts is drawn from the parties’ .submissions, including declarations and other evi-dentiary materials (some authenticated, some not).- (See, e.g., Docket Nos. 19, 22, 28,45, 63, 68, and .69.)2

II. Facts

A. One Media’s Rights to the Catalog

Through a series of assignments, corporate mergers, and the like, chain of title to One Media’s copyright interest in the Catalog traces back to the 1980s.3 Although One Media’s discovery responses are vague on the subject (O’Malley Deck, Ex. P), it appears that the recordings on the Catalog were originally published in Eastern Europe in the 1980s and that title to them was held (at some early stage) by an entity affiliated with the Hungarian government. From March 31, 1992 through [709]*709June 23, 2000, several different European-based companies held title to the Catalog.4

In June 2000, title to the Catalog shifted to a series of United States-based companies affiliated with an American individual named Jim Long. On June 23,2000, Long’s company OneMusic Corporation (“OneMu-sic”), a Texas corporation for which Long served as CEO, acquired the rights to the Catalog. On November 1, 2000, OneMusic assigned its interest in the Catalog to Point Classics, LLC (the “LLC”), a Tennessee limited liability company of which Long was a Member. (See Docket No. 68, Exs. A and B (Resp. to Interrogatory No. 14.).)5 On the Tennessee Secretary of State website, the LLC is listed as having a “Principal Office” at an address in Malibu, California.6 (O’Malley Declaration, Ex. K.) At any rate, between 2001 and 2005, the LLC obtained Certificates of Registration from the United States Copyright Office for the compositions within the Catalog (the “Copyright- Registrations”). (Docket No. 68, Ex. C (collectively).)

The Amended Complaint alleges that, on August 18, 2006, the LLC entered into a three-year limited licensing, agreement with Henry Hadaway Organisation Limited (“HHO #1”) related to the Catalog (the “PC/HHO # 1 License”). ■ According to the Amended Complaint, the PC/HHO # 1 License expressly forbade HHO # 1 from granting sublicenses related to the Catalog.

On December 11, 2007, the LLC filed Articles of Termination (bearing Long’s December 8, 2007 signature) with the Tennessee Secretary of. State. (See O’Malley Deck, Ex. H.) On December 18, 2007, the LLC filed a Notice of Dissolution (bearing the December 1, 2007 signature of Robert Sullivan as “Attorney” for the LLC), which indicated that the LLC’s members .had approved the company’s dissolution. A notice from the Tennessee Secretary of State indicates that the effective date of the dissolution was December 18,- 2007. According to One Media, the Tennessee . Secretary of State never accepted or recorded the LLC’s Articles of Termination.7

[710]*710On December 31, 2007 — during the term of the PC/HHO #1 License — the LLC assigned its interests in the Catalog to Telos Holdings, Inc. (“Telos”), a Texas corporation owned by the Longs. (O’Malley Decl., Ex. L.) In the agreement, the LLC assigned to Telos “all of the Assignor’s right, title and interest in” the Catalog, “together with all copyrights and all other rights in and to the Master recordings throughout the world under any law, statute, treaty or regulation, now or later existing or enacted, for the use of the Master Recordings or infringement of the copyright in them or any other legal or equitable right to the use and ownership of them in all fields of use now or later existing throughout the world and otherwise throughout the universe by means or technology now known or later existing.” Long signed on behalf of each party to the agreement. Telos did not record an assignment of copyright with the Library of Congress, nor did the LLC make any updated filing with the Tennessee Secretary of State.

Although the plaintiff continues to represent that the LLC conducted “winding down business activities” after 2007, it has not provided evidence of actual business activity after December 31, 2007.8 On July 16, 2009, presumably because the LLC had never made a supplemental filing or otherwise paid its annual fee, the Tennessee Secretary of State administratively dissolved the LLC. (Pltfs.Supp.Mem., Ex. D.)

On July 17, 2009, Telos informed Hada-way that, effective August 18, 2009 (the last date of the three-year term), the PC/ HHO # 1 License would be terminated.9 (O’Malley Decl., Ex. G.) Hadaway con[711]*711firmed the termination of the agreement in writing. Neither Telos nor its predecessors-in-interest entered into an operative license with Hadaway after the HHO # 1/PC License had expired in August 2009.

On July 1, 2014, Telos sold its interests in the Catalog to the plaintiff, One Media, a British company that does not appear to be affiliated with Jim Long. In the agreement, Telos represented that it owned, controlled, and had exclusive rights to the exploitation of the Catalog and that it agreed to assign to One Media “all of its rights in and to the Catalog[.]” (O’Malley Decl., Ex. F.) The agreement defined the “rights” conveyed as “the exclusive right throughout the world and its solar system to exploit and use the Recordings by all and any means and in all media for the life of copyright of the Recordings....

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122 F. Supp. 3d 705, 2015 U.S. Dist. LEXIS 103905, 2015 WL 4716813, Counsel Stack Legal Research, https://law.counselstack.com/opinion/one-media-ip-ltd-v-saar-srl-tnmd-2015.