United States District Court, M.D. Tennessee, Nashville Division
H. SHARP UNITED STATES DISTRICT JUDGE.
before the Court are Plaintiff's Motion for Partial
Summary Judgment (Docket No. 80), Defendants' Motions for
Judgment on the Pleadings (Docket Nos. 91 and 97), and
Plaintiff's Motion for Reconsideration (Docket No. 111).
action arises from an agreement between Plaintiff and
Defendant Huka Entertainment (“Huka”) for the
formation of a limited liability company known as TMF2013
(“Company”) for the purpose of creating,
marketing and producing a series of multi-artist, live music
festivals with the express mission of raising awareness of
the troubles of the world's oceans. Docket No. 76-1,
§ 3. The terms of the parties' agreement are
memorialized in a document called the Term Sheet (Docket No.
76-1) dated October 17, 2012. On October 13, 2014, Defendant
Huka assigned its interests in the Company to a limited
liability company called H1 Events, LLC. Plaintiff claims
that this assignment violated the Term Sheet, specifically
Section 8 involving the right of first refusal.
asked the Court to defer indefinitely further briefing and
ruling on Plaintiff's Motion for Partial Summary
Judgment, and the Court granted that request (Docket No.
101). Plaintiffs have filed a Motion to Reconsider that Order
of the Court. The Court finds that Plaintiff's Motion to
Reconsider is well-taken, and it is GRANTED. Upon further
consideration of the pending Motions as set forth herein, the
Court finds that Defendants did not carry their burden under
Fed.R.Civ.P. 56 for postponing consideration of
Plaintiff's Motion, and the Court will not defer that
Motion indefinitely. Defendants claim that a ruling on their
Motions could moot Plaintiff's Motion, but the opposite
is also true. A ruling on Plaintiff's Motion could moot
Defendants' Motions, and Plaintiff filed its Motion
the Court's prior Order (Docket No. 101) is vacated, and
Defendants' Joint Motion to Defer Consideration of
Plaintiff's Motion for Partial Summary Judgment (Docket
No. 98) is DENIED. The Court will consider Plaintiff's
Motion as set forth herein.
FOR JUDGMENT ON THE PLEADINGS
Federal Rules of Civil Procedure provide that after the
pleadings are closed, but within such time as not to delay
the trial, any party may move for judgment on the pleadings.
Fed.R.Civ.P. 12(c). The standard of review applicable to
motions for judgment on the pleadings is the same as that
applicable to motions to dismiss under Fed.R.Civ.P. 12(b)(6),
which requires the Court to construe the complaint in the
light most favorable to the Plaintiff, accept all of the
complaint's factual allegations as true, and determine
whether the Plaintiff undoubtedly can prove no set of facts
in support of the claims that would entitle relief.
Hayward v. Cleveland Clinic Foundation, 759 F.3d
601, 608 (6th Cir. 2014).
The pending Motions revolve around one provision of the Term
Sheet which provides:
The sale or transfer of any equity in the Company to a third
party will be subject to the mutual written approval of the
parties. . . . Each party shall have the right to freely
assign its equity shares to any wholly-owned holding company,
parent or subsidiary and/or SFX (or an affiliate or
assignee thereof) without seeking additional approvals.
. . .
Except as provided above, if either party otherwise wishes to
sell its interest in the Company, it must first offer its
interest to the other parties.
Docket No. 76-1, § 8 (emphasis added).
asks the Court to declare that this emphasized language
prohibits Defendant Huka from transferring its interest to
any third party other than a wholly-owned holding company, a
wholly-owned parent, or a wholly-owned subsidiary. Defendants
ask the Court to find that this emphasized language allows
Huka to transfer its interest to a subsidiary, even if that
subsidiary is not wholly-owned by Huka.
determining the meaning of this challenged language, the
Court must first determine whether the language at issue has
a plain and unambiguous meaning with regard to the particular
dispute in the case. In re Estate of Tanner, 295
S.W.3d 610, 624 (Tenn. 2009). In other words, the Court must
decide whether the content of Section 8 leaves any ambiguity
regarding the parties' right of first refusal therein.