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TailGate Beer, LLC v. Boulevard Brewing Co.

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

June 5, 2019




         Before the Court is Boulevard Brewing Company (“Defendant Boulevard”) and Duvel Moortgat USA, Ltd. (“Defendant Duvel, ” and together with Boulevard, “Defendants”)'s Motion to Dismiss for Lack of Personal Jurisdiction and Improper Venue (Doc. No. 15) and Motion for Evidentiary Hearing (Doc. No. 27). Plaintiff has responded in opposition to both motions (Doc. Nos. 21, 29). Defendants replied to the Plaintiff's opposition to the motion to dismiss (Doc Nos. 62), and Plaintiff filed a sur-reply (Doc. No. 70). For the reasons discussed below, the motion to dismiss will be granted in part and denied in part, the motion to dismiss for improper venue will be denied, [1] and the motion for an evidentiary hearing will be denied.


         This is a trademark and copyright infringement lawsuit based on Defendants' alleged unauthorized use of the TailGate Beer trademark in its stylized word (the “TailGate Mark”), its trademark in the original tailgate pickup truck image (the “Pickup Mark” and, together with the TailGate Mark, the “Infringed Marks”), and its copyright in the Pickup Mark (the “Infringed Work”). (Doc. No. 1 (“Compl.”) ¶ 1.) Plaintiff alleges that Defendant Boulevard is a Delaware corporation, registered to do business in Missouri, and authorized to distribute its beers and conduct business in Tennessee. (Id. ¶ 11.) Plaintiff alleges that Defendant Duvel is a foreign business corporation registered in Delaware. (Id. ¶ 12.)


         Rule 12(b)(2) allows a defendant to file a motion to dismiss for lack of personal jurisdiction. “The Due Process Clause of the Fourteenth Amendment constrains a State's authority to bind a nonresident defendant to a judgment of its courts.” Walden v. Fiore, 134 S.Ct. 1115, 1121 (2014). Where, as here, “a federal court's subject-matter jurisdiction is based on a federal question, the court's exercise of personal jurisdiction must be both authorized by the forum State's long-arm statute and in accordance with the Due Process Clause of the Fourteenth Amendment.” AlixPartners, LLP v. Brewington, 836 F.3d 543, 549 (6th Cir. 2016). Tennessee's long-arm statute, Tenn. Code Ann. § 20-2-214, has been interpreted to be “coterminous with the limits on personal jurisdiction imposed by the Due Process Clause of the United States Constitution, and thus, the jurisdictional limits of Tennessee law and of federal constitutional due process are identical.” Intera Corp. v. Henderson, 428 F.3d 605, 616 (6th Cir. 2005) (internal quotation marks and citation omitted). Unlike for courts in some states, for a Tennessee court it is appropriate to collapse the two-part jurisdictional inquiry into one part, i.e., the due-process inquiry. EdgeAQ, LLC v. WTS Paradigm, LLC, No. 3:14-CV-2264, 2015 WL 3453758, at *3 (M.D. Tenn. May 29, 2015) (quoting Grober v. Mako Prods., Inc., 686 F.3d 1335, 1345 (Fed. Cir. 2012)).

         Personal jurisdiction comes in two forms: general and specific. Bristol-Myers Squibb Co. v. Superior Court of Cal., S.F. Cnty., 137 S.Ct. 1773, 1780 (2017). General jurisdiction allows a plaintiff to sue a defendant on all claims regardless of the connection between the claim and the forum. See Daimler AG v. Bauman, 571 U.S. 117, 137 (2014). For the Court to have general jurisdiction over a corporation, there must be continuous and systematic contacts such that a corporation is “essentially at home” in the forum state. Daimler, 571 U.S. at 138-39. With respect to a corporation, the place of incorporation and principal place of business are the paradigm bases for general jurisdiction. Id. General jurisdiction may exist even where the forum state is neither the place of incorporation nor the principal place of business; however, these cases are “truly ‘exceptional'” and must be based on more than just “sizeable” sales. See Id. at 139; Brown, 814 F.3d at 627.

         In contrast, specific jurisdiction must arise out of or relate to the defendant's contacts with the forum-principally an activity or occurrence that takes place in the forum state. Bristol-Myers, 137 S.Ct. at 1780. Under the constitutional due process analysis, for specific jurisdiction to exist: (1) the defendant must purposefully avail himself of the privilege of acting in the forum state or causing a consequence in the forum state; (2) the cause of action must arise from the defendant's activities there; and (3) the acts of the defendant or consequences caused by the defendant must have a substantial enough connection with the forum state to make the exercise of personal jurisdiction over the defendant reasonable. Means v. United States Conference of Catholic Bishops, 836 F.3d 643, 649 (6th Cir. 2016) (quoting Southern Machine Co. v. Mohasco Indus., Inc., 401 F.2d 374, 381 (6th Cir. 1968)); Intera, 428 F.3d at 615.

         Where, as here, the motion to dismiss for lack of personal jurisdiction is supported by affidavits, Plaintiff may not stand on its pleading but must, by affidavit or otherwise, set forth specific facts showing that the court has jurisdiction. Carrier Corp. v. Outokumpu Oyj, 673 F.3d 430, 449 (6th Cir. 2012). Plaintiff's burden is relatively slight. Id. The Court will not weigh controverting assertions and will view the facts in a light most favorable to Plaintiff. Id.; CompuServe, 89 F.3d at 1262. “Dismissal in this procedural posture is proper only if all the specific facts which the plaintiff . . . alleges collectively fail to state a prima facie case for jurisdiction.” CompuServe, 89 F.3d at 1262.


         I. General Personal Jurisdiction

         A. Defendant Boulevard

         As discussed above, for corporations, general jurisdiction is typically available only in a Defendant's place of incorporation and principal place of business. The parties do not appear to dispute that Boulevard is a Delaware corporation (Compl. ¶ 11) with its principal place of business in Missouri (Doc. No. 16-1 at 2). Therefore, for the Court to have general personal jurisdiction over Defendant, as discussed above, Plaintiff must set forth specific facts showing that Defendant's affiliations with Tennessee are so continuous and systematic as to render it essentially at home in Tennessee. See Daimler AG, 571 U.S. at 127. Plaintiff's assertions and evidence fail to meet its slight burden.

         To support its assertion that the Court has general personal jurisdiction over Defendant Boulevard, Plaintiff discusses the following: (1) a May 4, 2017 posting on Defendant Boulevard's website stating that it would use four wholesalers to distribute its brands in various territories throughout Tennessee (Doc. No. 21-4 at 3); (2) an April 2, 2018 press release indicating that its beers will soon appear in greater Memphis and northwest Tennessee (Doc. No. 21-5 at 3); (3) Boulevard's website, which has a “beer finder” revealing continuous and systematic contacts throughout Tennessee (Doc. No. 21 at 21); and (4) the Tennessee Department of Revenue's website reflecting the registration of 26 Boulevard beers (Id. at 22). The Court finds these “contacts” insufficient to make Defendant Boulevard essentially “at home” in Tennessee. For example, Plaintiff does not contend that Defendant's senior management decisions are made in Tennessee, that Defendant owns or operates facilities in Tennessee, or that Defendant has officers or employees in Tennessee.

         Moreover, the mere existence of “continuous and systematic” contacts, which the Plaintiff consistently references, is no longer sufficient. In Ramsey v. Greenbush Logistics, Inc., 263 F.Supp.3d 672 (M.D. Tenn. 2017), Chief Judge Crenshaw aptly discusses the state of the law related to general jurisdiction post-Daimler:

“[i]n recent years the Supreme Court has clarified and, it is fair to say, raised the bar for this type of jurisdiction.” Kipp v. Ski Enter. Corp. of Wisc, Inc., 783 F.3d 695, 698 (7th Cir. 2015) (citation omitted). “Any additional candidates [beyond the principal place of business or state of incorporation] would have to meet the stringent criteria laid out in Goodyear and Daimler, which require more than the ‘substantial, continuous, and systematic course of business' that was once thought to suffice.” Id.; see Brown v. Lockheed Martin Corp., 814 F.3d 619, 626 (2d Cir. 2016) (concluding that, although plaintiff's arguments regarding general jurisdiction “might have sufficed under the more forgiving standard that prevailed in the past, [plaintiff's] contacts fail to clear the high bar set by Daimler to a state's exercise of general jurisdiction over a foreign corporation”); Patterson v. Aker Sols. Inc., 826 F.3d 231, 237 (5th Cir. 2016) (citing Goodyear and Daimler for the proposition that “[s]cholars have viewed the Court's recent personal jurisdiction decisions as part of an access-restrictive trend”).

Id. at 677. Accordingly, Plaintiff's assertions and evidence related to Defendant Boulevard's “continuous and systematic” activities do not allow the Court to exercise general personal jurisdiction over Defendant Boulevard.[2]

         Plaintiff also argues that Defendant Boulevard is subject to general personal jurisdiction based on the contacts or presence of its agents in Tennessee. Even if the Court assumes that the presence of such agents in Tennessee could, under the case law, be enough to provide general jurisdiction, the Court finds Plaintiff's argument insufficient. Plaintiff discusses Boulevard's relationships with distributors. However, the Court cannot assume that these distributors are agents of Boulevard (rather than mere counterparties to distribution contracts with Boulevard), and Plaintiff presents no evidence that they are. ...

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