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Orange Peach Line, Inc. v. Country Explosion, LLC

United States District Court, M.D. Tennessee, Nashville Division

January 14, 2015

ORANGE PEACH LINE, INC., Plaintiff,
v.
COUNTRY EXPLOSION, LLC a/k/a GHOST RIDERS OF THE PURPLE SAGE, LLC and DARREN BRADY, Defendants.

MEMORANDUM

ALETA A. TRAUGER, District Judge.

Defendants Country Explosion, LLC and Darren Brady have filed a Rule 12(b)(7) Motion to Join Jason Stark and Stark Entertainment Group, LLC as Indispensable Parties (Docket No. 22), to which the plaintiff has filed a Response in opposition (Docket No. 28). Defendant Brady has also filed a separate Rule 12(b)(2) Motion to Dismiss for Lack of Personal Jurisdiction (Docket No. 24), to which the plaintiff has filed a Response in opposition (Docket No. 29). For the reasons stated herein, both motions will be denied.

BACKGROUND[1]

I. The Parties and the 2014 Country Explosion Music Festival

Tyler Hubbard and Brian Kelley are the members of Florida Georgia Line ("FGL"), a popular country recording act. Orange Peach Line ("OPL") is the business entity through which FGL conducts its touring activity. OPL is a Tennessee corporation with its principal place of business in Nashville, Tennessee. For ease of reference, the court will generally refer to OPL as "FGL."

According to the FAC, defendant Country Explosion, LLC ("Country Explosion") is a single-member limited liability company organized under the laws of the State of Utah, with its principle place of business in Duchesne, Utah. FGL also alleges that Darren Brady is the sole owner of Country Explosion. The FAC alleges that Country Explosion is also known as "Ghost Riders of the Purple Sage, LLC" ("Ghost Riders").[2] For the last four years, Country Explosion has organized a music festival in Utah, which in 2014 was billed as the "2014 Country Explosion Music Festival" (the "Festival"). To assist in organizing and running the Festival, Brady and Country Explosion entered into an agreement with Stark Entertainment Group, f/k/a Stark Marketing Entertainment, LLC ("Stark Entertainment"), which is operated by an individual named Jason Stark. Brady and Country Music Explosion authorized Stark Entertainment to engage in several transactions on behalf of Country Explosion, including, inter alia, booking performances for the Festival. The Festival took place July 17-20, 2014.

II. The Contract Negotiations and the Contract for FGL to Perform In 2013, well in advance of the Festival, Brady and Country Explosion developed a strategy to increase the size and scope of the upcoming 2014 Festival. Brady and his representatives reached out to contacts in Nashville in an effort to procure popular country acts for the Festival, and Brady also hired a prominent Nashville-based producer to serve as a consultant.[3] In October 2013, Brady and his representatives traveled to Nashville for the International Entertainment Buyers Association ("IEBA") conference, where Brady met with representatives from many Nashville booking agencies, including some agencies with whom Brady had past dealings. Among these booking agencies, Brady met with Buddy Lee Attractions ("BLA"), which was the booking agent for FGL at the time. During his meeting with BLA, Brady personally negotiated the outline of an agreement to have FGL perform at the Festival.

Less than three weeks later, the agreement that Brady had outlined with BLA was memorialized. On November 5, 2013, FGL (through its agent BLA) and Country Explosion (through its agent Stark Entertainment) contracted for FGL to perform at the 2014 Festival. (FAC, Ex. A, at Page ID #:11-12.) The agreement lists FGL as the "Artist" and "Jason Stark/Ghost Riders of the Purple Sage, LLC C/O Stark Ent" as the "Purchaser." In substance, the contract binds FGL to perform at the Festival on July 20, 2014 (the last day of the Festival) in return for $450, 000, half payable immediately and the remaining $225, 000 to be paid to FGL on the day of the show ( i.e., on July 20, 2014). At the bottom of the contract are two signature blocks: (1) a block identifying the "Purchaser" as "Ghost Riders of the Purple Sage, LLC C/O Stark Ent, " below which is the typed signature of "Jason Stark" in the signature line; and (2) a block identifying the "Artist" as "Florida Georgia Line, " which contains an unsigned line for an individual named Anthony Wozniak (who presumably worked for BLA). The contract notes that FGL would provide a "rider" to the contract at a "later date."

On November 25, 2013, ostensibly on behalf of Country Explosion, Jason Stark executed two riders to the November 3, 2013 agreement. FGL had presented one of the riders, which is identified as the "Florida Georgia Line: 2013 Contract Rider" (the "FGL Rider"). ( See FAC, Ex. A, Page ID#: 13-26.) The FGL Rider states that it is "attached to and made part of the Contract (Contract') between FLORIDA GEORGIA LINE (Artist' or Producer') and the purchase of said services (Purchaser') as defined on the face of the Contract...." It states that "the purchaser's initials at the bottom of each page indicate understanding and compliance with the stated requirements." Each page of the rider bears the stamped initials "JS."

The FGL Rider contains numerous terms, including, among others:

• A "payment" term stating that FGL "will be paid in [] certified or cashier's check made payable to Orange Peach Line, LLC, on demand, prior to performance on day of show." ( Id. ¶ 1.)
• Numerous handwritten references to the Festival itself, including references to the "flat fee" payable "to artist per contract face." ( See id. at pp. 1, 2, 4, and 5.)
• Highly specific requirements related to the Festival, including requirements relating to power, sound, lighting, staging, food in the dressing room and buses, and the like. ( See, e.g., id. ¶¶12, 15, and 16-19.)
• The following forum selection clause: "All parties to this agreement acknowledge that this Agreement was entered into the State of Tennessee [sic] and shall be governed by the law of the State of Tennessee. Further, all parties acknowledge that Nashville (Davidson County) Tennessee is the appropriate forum for any and all litigation arising out of or involving this agreement and/or the performances of any duties hereunder. The parties therefore consent to the exclusive jurisdiction and venue in Davidson County, Tennessee. Any litigation filed outside Davidson County, Tennessee, will be subject to immediate dismissal along with the appropriate sanctions under FRCP 11 or the corresponding state court rules. The parties further agree that the prevailing party in any litigation will be entitled to recover their [sic] costs including reasonable attorney fees and court costs." ( Id. ¶ 33(b).)
• A provision stating that "the contract may not be changed, modified, or altered, except by an instrument in writing, signed by the parties, in accordance with Tennessee law."
• A provision stating that "THIS ENGAGEMENT IS NOT FIRM AND NO ADVERTISING CAN BE DONE UNTIL THE CONTRACT AND RIDER BOTH ARE FULLY SIGNED AND EXECUTED BY ALL PARTIES."

At the conclusion of the rider, under a signature block bearing the heading "AGREED AND ACCEPTED" and above the word "BUYER, " is the typed signature of "Jason Stark, " dated November 25, 2013. The signature block for the "Artist" is blank.

Country Explosion has filed the other rider, which is entitled "Country Explosion Music Festival 2014: Contract Rider" ("Country Explosion Rider"). (FAC, Ex. A, Page ID:# 27-31.) Each page of the Country Explosion Rider bears two logos: one for "Country Explosion: Utah's Largest Music Festival" and another for "Stark Entertainment Group." The rider identifies "Jason Stark - Stark Entertainment Group" as the Festival's "Promoter" and "Jeff Davis - SUM Management" as the Festival's "Producer." The first page of the rider states as follows:

This Rider is an amendment to the contract between Ghost Riders of the Purple Sage, LLC - DBA Country Explosion Music Festival ... and Florida Georgia Line... date of performance Sunday July 20, 2014.... Notwithstanding any language to the contrary contained in the above-referenced contract, the following terms and conditions shall be incorporated therein by this specific reference and shall amend the terms and conditions thereof.

Id. (emphasis added). In the rider, "Artist and Buddy Lee Attractions acknowledges [sic] receipt of a 50% deposit of $225, 000 received November 25, 2013." ( Id. ¶ 1.) Among other provisions, the rider specifies certain Festival-related expenses to be borne by FGL (¶ 4), binds FGL not to perform at two specific (presumably competing) events within 180 days of the Festival (¶ 3), and obligates FGL to participate in a "meet and greet" during the Festival (¶ 7). The rider states that "[t]he above rider and modifications to the subject contract are acceptable and this rider is hereby incorporated into the entire agreement." ( Id. at Page ID#: 31.) The rider has two signature blocks. One bears the typed signature of "Jason Stark, " dated November 25, 2013, under which Stark is identified as "Festival Director, Country Explosion, Stark Entertainment Group." ( Id. ) The signature block for "Artist" is unsigned.

For ease of reference, the court will refer to the November 5, 2013 contract and the two associated riders collectively as the "Contract."[4] According to the FAC, Stark signed the Contract with Brady and Country Explosion's full authorization and knowledge.

As the court discusses further herein, the defendants have taken some questionable legal and factual positions with respect to actual signatories to the contract and its enforceability. For example, Country Explosion appears to argue the following positions: (a) it is not synonymous with Ghost Riders; (b) it has, and had, no affiliation with Ghost Riders; (c) Stark Entertainment, not Ghost Riders (or Country Explosion), was the only signatory to the contract; (d) Stark had no authority to act as an agent for Ghost Riders or Country Explosion in executing the Contract; or (e) Stark did not actually sign the Contract because the signature is typewritten. By contrast, FGL alleges that Ghost Riders and Country Explosion are synonymous, that Stark/Stark Entertainment had authority to sign the contract on behalf of Country Explosion, and that Stark actually executed the different components of the Contract for Country ...


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