RG Golf Warehouse, Inc. v. Golf Warehouse, Inc.

362 F. Supp. 3d 1226
CourtDistrict Court, M.D. Florida
DecidedJanuary 24, 2019
DocketCase No: 2:17-cv-695-FtM-29MRM
StatusPublished
Cited by10 cases

This text of 362 F. Supp. 3d 1226 (RG Golf Warehouse, Inc. v. Golf Warehouse, Inc.) is published on Counsel Stack Legal Research, covering District Court, M.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
RG Golf Warehouse, Inc. v. Golf Warehouse, Inc., 362 F. Supp. 3d 1226 (M.D. Fla. 2019).

Opinion

JOHN E. STEELE, SENIOR UNITED STATES DISTRICT JUDGE

This matter comes before the Court on review of defendant's Motion to Dismiss (Doc. # 49) filed on August 21, 2018. Plaintiff filed a Response in Opposition (Doc. # 51) on September 4, 2018. For the reasons set forth below, the motion is granted.

This case arises out of a contractual dispute between two former business partners in the golf merchandise industry. The issue raised is whether the Court may exercise personal jurisdiction over the out-of-state defendant. The Court concludes that it may not.

I.

According to the Amended Complaint (Doc. # 46): In 2011, Plaintiff RG Golf Warehouse, Inc. (Plaintiff) and The Golf Warehouse, Inc. (Defendant) considered entering into a business relationship. (Id. ¶ 7(a).) On January 27, 2011, Plaintiff's chief executive officer, Brad Wolansky, and Defendant's president, Ronald Ploog, met in Orlando, Florida to "discuss the parties' prospective business relationship." (Id. ¶ 7(a)(i).) A few weeks later, on February 21, 2011, Plaintiff and Defendant executed a letter of intent to enter into a business relationship; Plaintiff and Defendant executed the final contract (the Referral Agreement) on March 10, 2011. (Id. ¶ 9.)

When the parties entered into the Referral Agreement, Plaintiff was a Minnesota corporation with "home offices in Minnesota and Lee County, Florida." (Id. ¶ 7(b)(i).) On June 17, 2013, after Defendant was purchased by a Minnesota entity, Defendant instructed Plaintiff to move its "business out of Minnesota within the next 13 days" in order to avoid "an intrastate tax nexus." (Id. ¶ 7(b)(ii).) Defendant informed Plaintiff that if it failed to comply with that request, Defendant would consider terminating the Referral Agreement. (Id. ¶ 7(b)(ii)-(iii).) Plaintiff complied with Defendant's request and on June 21, 2013 reincorporated in South Dakota and moved its principal place of business to Lee County, Florida. (Id. ¶ 7(b)(v).)

For the remainder of June 2013 through November 2014, Plaintiff "performed the [Referral Agreement] with its principal place of business in Lee County, Florida." (Id. ¶ 7(b)(viii).) During that time, Defendants used "Plaintiff's Florida address for all monthly sales data, payment reports, and remittances to Plaintiff, with payments made to Plaintiff's Wells Fargo Bank account with a Florida address." (Id. ¶ 7(c)(i).) On November 12, 2014, Defendant terminated the Referral Agreement by written correspondence sent to "Plaintiff's address in Lee County, Florida." (Id. ¶ 7(b)(x).)

*1232After Defendant terminated the Referral Agreement, Defendant filed an alleged "bad-faith trademark registration" so that it could tortiously interfere with a contract between Plaintiff and Golfsmith International (Golfsmith). (Id. ¶ 7(f).) Defendant allegedly used the trademark registration as the basis of "a misleading and improper cease-and-desist letter" it sent to Golfsmith. (Id. ¶ 7(f)(iv).) That cease-and-desist letter ultimately caused Golfsmith to terminate its contract with Plaintiff because Golfsmith wanted to avoid "the prospect of expensive trademark litigation" with Defendant. (Id. ¶ 7(f)(iv).) This lawsuit followed.1

II.

Personal jurisdiction "is an essential element of the jurisdiction of a district...court, without which the court is powerless to proceed to an adjudication." Ruhrgas AG v. Marathon Oil Co., 526 U.S. 574, 584, 119 S.Ct. 1563, 143 L.Ed.2d 760 (1999) (citation and quotations omitted). A federal court sitting in diversity must conduct a two-step inquiry to determine whether it may exercise personal jurisdiction over an out-of-state defendant. Thomas v. Brown, 504 F. App'x 845, 847 (11th Cir. 2013). First, a court examines whether personal jurisdiction is authorized under the forum state's long-arm statute. Id. Second, a court examines whether the exercise of personal jurisdiction comports with the Due Process Clause of the Fourteenth Amendment to the United States Constitution. Id.

The plaintiff "bears the burden of making out a prima facie case for personal jurisdiction by presenting sufficient evidence to withstand a directed verdict motion." Id. at 847. The defendant must then raise "a meritorious challenge to personal jurisdiction" by submitting evidence "through affidavits, documents or testimony...." Id."If the defendant provides sufficient evidence, the burden shifts to the plaintiff to prove jurisdiction by affidavits, testimony or documents." Id. (citation and internal quotations omitted). "If the plaintiff's complaint and the defendant's evidence conflict, the district court must construe all reasonable inferences in favor of the plaintiff." Id. (citation and internal quotation omitted).

III.

The Amended Complaint asserts claims against Defendant for breach of contract (Count I) and tortious interference (Count II). Defendant now moves to dismiss the Amended Complaint for lack of personal jurisdiction. In response, Plaintiff asserts the Court may exercise both general and specific personal jurisdiction over Defendant.

A. Sufficiency of the Complaint

Before addressing whether personal jurisdiction exists, the Court must first "determine whether the allegations of the complaint state a cause of action." PVC Windoors, Inc. v. Babbitbay Beach Const., N.V., 598 F.3d 802, 808 (11th Cir. 2010) (quotation and citation omitted).2

*12331) The Breach of Contract Claim (Count I)

Under Indiana law, the elements of a breach of contract claim are "the existence of a contract, the defendant's breach thereof, and damages." Murat Temple Ass'n, Inc. v. Live Nation Worldwide, Inc.

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Bluebook (online)
362 F. Supp. 3d 1226, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rg-golf-warehouse-inc-v-golf-warehouse-inc-flmd-2019.