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Letom Management Inc. v. Centaur Gaming, LLC

United States District Court, S.D. New York

October 27, 2017

LETOM MANAGEMENT INC., Plaintiff,
v.
CENTAUR GAMING, LLC, HOOSIER PARK, LLC and HOOSIER RACING AND CASINO, LLC, Defendants.

          OPINION & ORDER

          PAUL A. ENGELMAYER, District Judge.

         This case arises from the alleged breach of contracts to book a venue in Anderson, Indiana for a live concert entitled “I love the 90s: The Party continues.” Plaintiff Letom Management, Inc. (“Letom”) alleges that defendants Hoosier Park, LLC (“Hoosier Park”), Centaur Gaming, LLC (“Centaur Gaming”), and Hoosier Racing and Casino, LLC (“Hoosier Racing and Casino”) breached their express or constructive contractual obligations by (a) “cancel[ing] the contract, ” (b) failing to pay Letom a guaranteed amount, and (c) refusing to arbitrate. Dkt. 18 (“Pl's Opp.”) at ¶ 8.

         Pending now is a motion to dismiss by Hoosier Park, the only defendant whom Letom has served. Hoosier Park argues that personal jurisdiction over it is lacking, requiring dismissal under Federal Rule of Civil Procedure 12(b)(2). On the merits, Hoosier Park disputes that the agreements between itself and Universal Attractions Agency (“UAA”)-the entity whose interests Letom seeks to vindicate in this lawsuit[1]-were enforceable. On its present motion to dismiss, Hoosier Park argues that, even if the agreements were enforceable, they do not support exercise of personal jurisdiction, because (1) it is an out of state entity and (2) the contracts at issue were initiated by a non-New York plaintiff and involved services to be performed entirely outside this state. Hoosier Park argues that neither the jurisdictional requirements of New York Civil Practice Law and Rule § 301 or § 302, nor those of federal due process, are met.

         For the reasons that follow, the Court agrees, and grants Hoosier Park's motion to dismiss the claims against it under Rule 12(b)(2).

         I. Background[2]

         A. The Parties

         Letom is a New York-based corporation with its principal place of business in New York, Dkt. 1 (“Compl.”) ¶¶ 8-11. Letom and UAA, on whose behalf Letom brings this lawsuit, Dkt. 14 (“Def's Brief”) at 1, have a common CEO, Jeff Allen, Allen Decl. ¶ 1.

         Hoosier Park is an Indiana limited liability company with its principal place of business in Indiana. Compl. ¶ 12; Head Decl. ¶ 6. Letom has alleged that Hoosier Park does business as Hoosier Park Racing, LLP and Hoosier Park Racing, LLC.

         Letom alleges that the other defendants to this suit, Centaur Gaming and Hoosier Racing and Casino, are also “domestic corporation(s)” with “principal office(s)” in Indiana. Compl. ¶ 12. However, despite the fact that the Complaint was filed on May 19, 2017, more than five months ago, Centaur Gaming and Hoosier Racing and Casino do not appear to have been served. They are not parties to the instant motion.

         B. Factual Background

         On September 9, 2016, a UAA representative, Adam Zagor, emailed Adam Head, the Entertainment Director for Hoosier Park, seeking to book one of Hoosier Park's venues in Indiana. Head Decl. ¶¶ 9-10; Dkt. 15-1 (“Head Decl. Ex. A”). Zagor, Head, and another UAA representative, Ross Brandes, agreed to meet in early October 2016 in Nashville, Tennessee during the International Entertainment Buyers Association Conference to discuss the details of the transaction. Head Decl. Ex. A.

         In Tennessee, Head met with an unspecified “UAA representative, ” who pitched the idea of Hoosier Park's hosting a concert entitled “I Love the 90's: The Party Continues.” Head Decl. ¶ 11. On November 10, 2016, Head sent UAA an offer sheet. Id. at ¶ 12. After the initial offer, UAA and Hoosier continued negotiating the contracts' terms via phone and email. Id. at ¶ 13. On January 11, 2017, after additional back and forth, a second term sheet was sent from Hoosier to UAA. Id.

         On March 1, 2017, Brandes emailed Head, alerting him that a potentially similar concert, entitled “I Love the 90s[, ] . . . would be playing at The Lawn @ White River State Park” on July 16, 2017. Dkt 18-1 (“Allen Decl. Ex. A”) at 9. Head said that this was not a problem. Id.

         That same day, Head received two contracts from UAA dated February 27, 2017. Head Decl. ¶ 14; Pl's Opp. ¶ 2. Head made alterations to the contracts, signed them, and sent them back. Of note here, Head changed from New York to Indiana the (1) choice of law provisions, (2) locations in which the contracts were to be entered, and (3) locations for arbitration. See Head Decl. Exs. 4 & 5. Payments for each were to be due in two parts, with the first round due on July 12, 2017 and the second due just after the concert. Id. UAA appears to have signed neither contract. Id. For the limited purposes of this motion, crediting plaintiffs' claim of a binding agreement, the Court assumes that the contracts were fully executed.

         On April 28, 2017, Head emailed Jeff Epstein, a UAA employee, to alert him that Adam Kallick, a Hoosier Park employee who had moved to Hoosier's corporate office, would be calling him to discuss the August 12, 2017 show. Allen Decl. Ex. A at 4.

         On May 4, 2017, Epstein reminded Head about the White River concert, and suggested that if Hoosier Park wished to cancel the concert at its venue because of low ticket sales and marketing issues, it should alert UAA by the following day. Id. at 8. Epstein explained that “once production [was] booked and paid for, [UAA would] not be in any position to offer a reduction or accept a cancellation.” Id.

         On May 5, 2017, Head emailed Epstein “accept[ing] [UAA's] offer to cancel and/or negotiate a price reduction, and by [its] email withdr[ew] the offer it made on March 8, 2017.” Id. at 5. Head further noted that he had not, as of that day, received a written acceptance of his offer. Id. Head's email explained Hoosier Park's change of course, noting, inter alia, that the concert scheduled for The Lawn had been relocated to a closer and larger venue; that he had not been previously known of that relocation; and that it would necessitate higher marketing expenditures. Id. at 5-6. Head's email set out terms on which Hoosier Park would nevertheless agree to host the concert. Id. at 6.

         A series of back and forth emails ensued in which Head and Allen discussed a reduced payment to UAA and whether the concert would go forward. Id. at 10-11, 17-19, 25-26, 29-30, 38-39. On May 9, 2017, Allen emailed Head alleging that Hoosier had breached their contract, that he was cancelling the concert date, and that he would sue. Id. at 49. No payments at any point were made by Hoosier Park to UAA.

         Hoosier Park has not transacted other business with UAA or Letom. Head Decl. ¶ 17.

         II. Procedural Background

         On May 19, 2017, Letom filed its complaint claiming breach of contract.[3] Dkt. 1 (“Compl.”).

         On July 24, 2017, Hoosier Park filed a motion to dismiss for lack of personal matter jurisdiction, Dkt. 13, and a supporting memorandum, Dkt. 14 (collectively, “MTD”). On August 7, 2017, Letom filed a memorandum in opposition On August 14, ...


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