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Aleem v. Experience Hendrix, L.L.C.

United States District Court, S.D. New York

July 20, 2017



          Edgardo Ramos, U.S.D.J.

         Plaintiffs TaharQa Aleem and Tajiddin Aleem bring this action against Experience Hendrix, L.L.C. (“Experience”), Rainbow Guitars, Inc. (“Rainbow”), Harvey Moltz (“Moltz”), and the Rock & Roll Hall of Fame & Music (“Hall of Fame, ” and collectively, “Defendants”), alleging breach of contract, conversion, replevin, promissory estoppel, and slander of title. Before the Court is Experience's motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. For the reasons set forth below, Experience's motion is hereby GRANTED in part and DENIED in part.


         In the fall of 1968, Jimi Hendrix, the world-renowned musician, gifted two of his guitars to the Ghetto Fighters, a band consisting of twin brothers TaharQa Aleem and Tunde Ra Aleem (the “Aleem Brothers”).[2] Compl., at ¶¶ 11-12. The two guitars were an Acoustic Black Widow (“Black Widow”) and a Mosrite Joe Maphis Doubleneck (“Doubleneck, ” and collectively, the “Guitars”). Id. at ¶ 12.

         In August 1995, the Aleem Brothers sought to raise money by selling one of the Guitars at a public auction with the assistance of Christie's Fine Art Auctioneers. Id. at ¶ 15. At the time, the suggested value of each guitar was approximately $200, 000. Id. at ¶ 16. When she became aware of the potential sale, Janie Hendrix, acting as an agent of Jimi Hendrix's estate, which does business as Experience, explained to the Aleem Brothers that the Hendrix family wished to display the Guitars publicly rather than see them sold at public auction. Id. at ¶¶ 21- 22. Subsequently, the Aleem Brothers and Janie Hendrix on behalf of Experience entered into an oral licensing agreement, pursuant to which Experience agreed to publicly display the Guitars with ownership and title attributed to the Aleem Brothers. Id. at ¶¶ 24-25. In return, Plaintiffs would be compensated $30, 000. Id. Plaintiffs allege that pursuant to the agreement, both parties further agreed to the return of the Guitars to the Aleem Brothers upon the repayment of $30, 000 to Experience. Id. Plaintiffs maintain that the Guitars are presently displayed in the Hall of Fame with ownership properly attributed to the Aleem Brothers as required by the agreement. Id. at ¶ 28.

         Shortly after the parties reached the agreement, the Guitars were delivered to Janie Hendrix and the Aleem Brothers were paid $30, 000.00. Id. at ¶ 26. Plaintiffs claim that pursuant to the agreement, title to the Guitars remained with them and possession was conveyed to Janie Hendrix and Experience through a revocable license. Id. at ¶ 27.

         In the fall of 2015, Plaintiffs were made aware of pending litigation by Experience against Rainbow, an Arizona-based guitar company, and its owner, Moltz, regarding the ownership of the Black Widow. Id. at ¶ 32. Thereafter, in September 2016, Plaintiffs sent Janie Hendrix a notice seeking the return of the Guitars in exchange for $30, 000 as required by their oral agreement. Id. Plaintiffs did not receive a response. Id. at ¶ 33.


         Plaintiffs commenced the instant action by the filing of a summons with notice on November 15, 2016 in the Supreme Court of the State of New York, indicating an intent to assert claims for breach of contract, conversion, and slander of title against Defendants and Janie Hendrix. Doc. 1. On November 29, 2016, Experience and Janie Hendrix removed the action to this Court pursuant to 28 U.S.C. §§ 1332 and 1441. Id. Plaintiffs filed their complaint on December 19, 2016, asserting two additional claims of promissory estoppel and replevin. Compl.

         On February 10, 2017, the Court held an initial conference during which Experience and Janie Hendrix were granted leave to file the instant motion. Additionally, counsel for Experience and Janie Hendrix further confirmed that because Janie Hendrix had acted within her official capacity only, Plaintiffs' counsel agreed to dismiss the action against her with prejudice. On February 17, 2017, Experience filed the instant motion. Doc. 18.



         On a motion to dismiss pursuant to Rule 12(b)(6), the Court is required to accept as true all factual allegations in the complaint and to draw all reasonable inferences in the plaintiff's favor. Nielsen v. Rabin, 746 F.3d 58, 62 (2d Cir. 2014). However, the Court is not required to credit legal conclusions, bare assertions or conclusory allegations. Ashcroft v. Iqbal, 556 U.S. 662, 678, 681 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)). To survive a motion to dismiss pursuant to Rule 12(b)(6), a complaint must contain enough factual matter to state a claim to relief that is plausible on its face. Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 570). A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556). Accordingly, a plaintiff is required to support its claims with sufficient factual allegations to show “more than a sheer possibility that a defendant has acted unlawfully.” Id. If the plaintiff has not “nudged [his] claims across the line from conceivable to plausible, [the] complaint must be dismissed.” Iqbal, 556 U.S. at 680 (quoting Twombly, 550 U.S. at 570).

         Though a plaintiff may plead facts alleged upon information and belief, “where the belief is based on factual information that makes the inference of culpability plausible, ” Arista Records, LLC v. Doe 3, 604 F.3d 110, 120 (2d Cir. 2010), such allegations must be “‘accompanied by a statement of the facts upon which the belief is founded.'” Navarra v. Marlborough Gallery, Inc., 820 F.Supp.2d 477, 485 (S.D.N.Y. 2011) (quoting Prince v. Madison Square Garden, 427 F.Supp.2d 372, 385 (S.D.N.Y. 2006)); see also Williams v. Calderoni, No. 11 Civ. 3020 (CM), 2012 WL 691832, at *7- 8 (S.D.N.Y. Mar. 1, 2012) (finding pleadings on information and belief insufficient where plaintiff pointed to no information that would render his statements anything more than speculative claims or conclusory assertions). A complaint that “tenders naked assertions devoid of further factual enhancement” will not survive a motion to dismiss under Rule 12(b)(6). Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 557) (internal quotation marks omitted) (brackets omitted).

         B. ...

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