Nottingham-Spirk Design Associates, Inc. v. Halo Innovations, Inc.

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF OHIO

EASTERN DIVISION

NOTTINGHAM-SPIRK DESIGN ) Case No. 1:21-cv-00341

ASSOCIATES, INC., )

) Judge J. Philip Calabrese

Plaintiff, )

) Magistrate Judge Thomas M. Parker

v. )

)

HALO INNOVATIONS, INC., et al., )

)

Defendants. )

)

OPINION AND ORDER

This case involves a contractual dispute between Plaintiff Nottingham-Spirk

Design Associates, Inc. and Defendant Halo Innovations, Inc. Plaintiff also named

as Defendants Aden & Anais, Inc., the parent company of Halo Innovations, and

Swander Pace Capital, LLC, Swander Pace Capital V, LP, and Swander Pace Capital

VI, LP, the companies which own a controlling interest in Aden & Anais. Aden &

Anais and the Swander Defendants move to dismiss on the ground that the Court

lacks personal jurisdiction over them or, alternatively, that Plaintiff fails to state a

claim on which relief can be granted. (ECF No. 23; ECF No. 29.) For the reasons

that follow, the Court GRANTS Defendants’ motions.

FACTUAL BACKGROUND

On this motion to dismiss, the Court takes the following allegations in the first

amended complaint as true and construes them in Plaintiff’s favor.

A. First Amended Complaint

Nottingham-Spirk Design Associates partners with other companies to develop

new products in the consumer, healthcare, and business sectors. (ECF No. 19, ¶ 9,

PageID #140.) Halo Innovations manufactures a product called the Halo BassiNest®

Swivel Sleeper. (Id., ¶ 10, PageID #140.) Aden & Anais, Inc. sells products for infants

and young children, including swaddles, blankets, bedding, bibs, and clothing. (Id.,

¶ 11, PageID #141.) Swander Pace Capital, Swander Pace Capital V, and Swander

Pace Capital VI are private equity firms specializing in consumer products such as

those that Aden & Anais and Halo Innovations design and sell. (Id., ¶¶ 13–14,

PageID #141.) Swander Pace Capital owns a controlling interest in Aden & Anais.

(Id., ¶ 14, PageID #141.) In 2016, Aden & Anais acquired Halo Innovations. (Id.,

¶ 16, PageID #142.) The managing director of Swander Pace Capital sits on the board

of Aden & Anais. (Id., ¶ 16, PageID #141.)

Before 2010, Halo Innovation’s primary product was The SleepSack®, a

wearable blanket for infants. (Id., ¶ 21, PageID # 143.) In 2010, Nottingham-Spirk

agreed to assist Halo Innovations in developing a new generation of sleep products

for consumers. (Id., ¶¶ 22–24, PageID #143.) As a result of Nottingham-Spirk’s

collaboration with Halo Innovations, the Halo BassiNest® Swivel Sleeper was

introduced to consumers in 2014. (Id., ¶¶ 47, 55, PageID #147, #148.) Nottingham-

Spirk received a royalty from Halo Innovations based on sales of the Halo BassiNest®

Swivel Sleeper. (Id., ¶ 56, PageID #148.) Those royalties grew each year from 2014

through 2019 as the BassiNest® Swivel Sleeper and related products became more

successful. (Id., ¶ 57, PageID # 148.)

In 2020, however, the royalty payments decreased. (Id., ¶ 68, PageID #154;

ECF No. 35-1, ¶ 15, PageID #352.) When Nottingham-Spirk inquired about the

reason for the decrease in royalties, Aden & Anais responded by stating that “[a] new

product line was launched in December 2019, and we have been phasing out the

product developed with Nottingham-Spirk over the course of 2020.” (ECF No. 19,

¶¶ 68–69, PageID #154.) As a result, Nottingham-Spirk has not received royalties

since the fourth quarter of 2020. (ECF No. 19, ¶ 37, PageID #145.)

B. Declarations

With respect to personal jurisdiction, the parties submit declarations setting

forth the following facts.

For Swander Pace Capital, a vice president declared that it has offices in

California, New Jersey, and Toronto, but not in Ohio. (ECF No. 23-1, ¶ 3, PageID

#197.) Nor does Swander Pace Capital own real estate in Ohio or have employees in

the State. (Id.; id., ¶ 4.) No one at Swander Pace Capital has been to Ohio in

connection with the firm’s work for Aden & Anais or Halo Innovations. (Id., ¶ 5.)

Finally, the firm has no agreement with Nottingham-Spirk. (Id., ¶ 6.)

For Aden & Anais, the company’s chief commercial officer provided a

declaration. (ECF No. 29-2.) He declares that Aden & Anais was “not involved in

Halo’s performance under the alleged contract.” (Id., ¶ 6, PageID #288.) From 2014

to 2020, Halo Innovations made royalty payments to Nottingham-Spirk from its bank

account. (Id., ¶ 7, PageID #288–89.) Aden & Anais did not make royalty payments

or make reports about royalties to Nottingham-Spirk. (Id., PageID #289.) The

products at issue do not contain Aden & Anais branding (id., ¶ 8), Halo Innovations

sells the products at issue (id.) and does so through separate websites and using its

own phone numbers and customer-support infrastructure (id., ¶ 9). Aden & Anais

acquired Halo Innovations in 2016—years after the contract and amendment at issue

were executed. (Id., ¶ 10.) Aden & Anais sells products to retailers and consumers

in Ohio. (Id., ¶ 11.) It has a single employee, an account manager, who works out of

his home in Ohio. (Id., ¶ 12.) The rest of the company’s 72 employees do not work in

Ohio. (Id., ¶ 13.)

As relevant to the issue of personal jurisdiction, the declaration of John

Nottingham provides the following relevant facts. (ECF No. 35-1.) On June 10, 2020,

the global controller for Aden & Anais emailed Nottingham-Spirk a form requesting

information relating to payment of royalties. (Id., ¶ 7, PageID #351; id., PageID

#354.) On the same day, the company responded. (Id., ¶ 8, PageID #351; id., PageID

#354.) A week later, an account manager for Nottingham-Spirk requested certain

information about the payment of royalties. (Id., ¶ 9, PageID #351.) When

Nottingham-Spirk did not receive a response, the company initiated a series of

inquiries on September 15, 2020. (Id., ¶ 11, PageID #351; id., PageID #357.) On

December 15, 2020, the global controller for Aden & Anais responded. (Id., ¶ 14,

PageID #352; id., PageID #359.) Then, the controller for Aden & Anais and

Nottingham-Spirk corresponded about the reasons for the decline in royalty

payments. (Id., ¶¶ 15–17, PageID #352–53; id., PageID #362–63.)

STATEMENT OF THE CASE

Plaintiff asserts three claims against Swander Pace Capital, Aden & Anais,

and Halo Innovations: (1) breach of contract (Count I), (2) quantum meruit/unjust

enrichment (Count II), and (3) a claim for an accounting (Count III). (ECF No. 19,

¶¶ 76–94, PageID #155–57.) In separate motions to dismiss, Swander Pace Capital

and Aden & Anais move to dismiss on two grounds: (1) lack of personal jurisdiction

under Rule 12(b)(2); and (2) failure to state a claim under Rule 12(b)(6). (ECF No. 23;

ECF No. 29.)

ANALYSIS

Under Rule 12(b)(2) of the Federal Rules of Civil Procedure, the plaintiff has

the burden of proving the court’s jurisdiction over every defendant. “Personal

jurisdiction must be analyzed and established over each defendant independently.”

Beydoun v. Wataniya Rests. Holding, Q.S.C., 768 F.3d 499, 504 (6th Cir. 2014)

(citation omitted). To establish personal jurisdiction over a defendant, the Court

must find that (1) the defendant is amenable to service of process under the State’s

long-arm statute; and (2) the exercise of personal jurisdiction is proper under the

federal Due Process Clause. Conn v. Zakharov, 667 F.3d 705, 711 (6th Cir. 2012).

“Even if a defendant’s contact with the State of Ohio satisfies Ohio’s long-arm statute,

personal jurisdiction fails unless exercising jurisdiction over the defendant comports

with traditional notions of fair play and substantial justice.” J.M. Smucker Co. v.

Hormel Food Corp., 526 F. Supp. 3d 294, 300 (N.D. Ohio 2021). Jurisdiction is

determined as of the commencement of the action. See, e.g., Mollan v. Torrance, 22

U.S. (Wheat.) 537, 539–40 (1824) (“[T]he jurisdiction of the Court depends upon the

state of things at the time of the action brought.”).

“Personal jurisdiction falls into two categories: general and specific.” Malone

v. Stanley Black & Decker, Inc., 965 F.3d 499, 501 (6th Cir. 2020) (citing Goodyear

Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011)). Here, Plaintiff

concedes that Defendants are not subject to the Court’s general jurisdiction. (ECF

No. 34, PageID #315; ECF No. 36, PageID #336.) Therefore, Plaintiff must

demonstrate that the Court may exercise specific jurisdiction over Defendants.

I. Specific Jurisdiction

Swander Pace Capital and Aden & Anais submit declarations in support of

their motions (ECF No. 23-1; ECF No. 29-2) and Nottingham-Spirk provided a

declaration in opposition (ECF No. 35-1). Based review of the briefs and declarations

on each motion to dismiss for lack of personal jurisdiction, the Court exercises its

discretion to decide the motions without an evidentiary hearing. Therefore, the Court

considers the pleadings and declarations in the light most favorable to Plaintiff. MAG

IAS Holdings, Inc. v. Schmuckle, 854 F.3d 894, 899 (6th Cir. 2017); Dean v. Motel 6

Operating L.P., 134 F.3d 1269, 1272 (6th Cir. 1998) (quoting CompuServe, Inc. v.

Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996)). And Plaintiff “need only make a prima

facie case of jurisdiction.” Conn, 667 F.3d at 711. In this procedural posture,

Plaintiff’s burden is “relatively slight.” American Greetings Corp. v. Cohn, 839 F.2d

1164, 1169 (6th Cir. 1988).

I.A. Ohio’s Long-Arm Statute

In April 2021, the Ohio General Assembly extended the State’s long-arm

statute to the limits of the Constitution. See Ohio Rev. Code § 2307.382(C) (“[A] court

may exercise personal jurisdiction over a person on any basis consistent with . . . the

United States Constitution.”). However, that amendment post-dates the events at

issue, and Plaintiff filed suit before that amendment to Ohio’s long-arm statute took

effect. Because that amendment does not apply, the Court first examines Ohio’s long-

arm statute as in effect prior to the amendment before turning to personal

jurisdiction under the Constitution. Brunner v. Hampson, 441 F.3d 457, 463 (6th Cir.

2006). Ohio’s long-arm statute confers specific personal jurisdiction over a defendant

who engages in any of nine acts that occur “in this state.” Ohio Rev. Code

§ 2307.382(A)(1)–(9).

Plaintiff points to the provision in the statute that confers jurisdiction where

a person causes tortious injury in Ohio by an act or omission outside the State under

various circumstances that the allegations implicate. Id. § 2307.382(A)(6).

Defendants do not contest that this provision of Ohio’s long-arm statute applies. That

concession is puzzling because Plaintiff asserts contract—not tort—claims against

Swander Pace Capital and Aden & Anais. For that reason, the Court cannot say that

this provision of the long-arm statute applies.

Ohio’s long-arm statute also reaches any person who transacts any business in

the State. See id. § 2307.382(A)(1). This provision reaches Aden & Anais. The

company sells products to retailers and consumers in Ohio and has an account

manager who works from his home in Ohio. (ECF No. 29-2, ¶¶ 11 & 12, PageID #289.)

But the record does not establish that Swander Pace Capital meets even this liberal

standard. It has no office in Ohio, owns no real estate in Ohio, and has no employees

in the State. (ECF No. 23-1, ¶¶ 3, 4 & 5, PageID #197.) Nor has anyone from the

firm traveled to Ohio in connection with Aden & Anais or Halo Innovations. (Id., ¶ 5.)

For these reasons, the Court doubts that Plaintiff meets its slight burden to make out

even a prima facie case that the Ohio long-arm statute reaches Swander Pace Capital.

I.B. Due Process

Specific personal jurisdiction comports with due process under the

Constitution where “the defendant has sufficient minimum contacts such that

traditional notions of fair play and substantial justice are not offended.” Intera Corp.

v. Henderson, 428 F.3d 605, 615 (6th Cir. 2005) (cleaned up). In making this

determination, courts examine whether (1) the defendant purposefully avails himself

of the privilege of acting or causing a consequence in the forum State; (2) the cause of

action arises from the defendant’s activities there, and (3) the defendant’s acts or the

consequences of those acts have a substantial enough connection with the forum to

make the exercise of jurisdiction over the defendant reasonable. Bird v. Parsons, 289

F.3d 865, 874 (6th Cir. 2002) (quoting Southern Mach. Co. v. Mohasco Indus., Inc.,

401 F.2d 374, 381 (6th Cir. 1968)); LAK, Inc. v. Deer Creek Enters., 885 F.2d 1293,

1299 (6th Cir. 1989). Maintenance of the suit as a result of defendant’s contacts with

the forum State must also not offend “traditional notions of fair play and substantial

justice.” International Shoe Co. v. State of Wash., 326 U.S. 310, 316 (1945).

I.B.1. Personal Jurisdiction Over Swander Pace Capital

In the event Ohio’s long-arm statute reaches Swander Pace Capital, the Court

addresses the two grounds Plaintiff asserts for the exercise of specific personal

jurisdiction over the firm.

I.B.1.a. Control of Aden & Anais

First, Plaintiff argues that the Court has specific jurisdiction over Swander

Pace Capital because it controls Halo Innovations through Aden & Anais and that it

is directly involved in the business decisions that resulted in this lawsuit. (ECF

No. 34, PageID #315.) In short, Plaintiff argues that Swander Pace Capital is subject

to personal jurisdiction through ownership of Aden & Anais, the parent company of

Halo Innovations. (Id., PageID #315–16; see also ECF No. 19, ¶¶ 12–15, PageID

#141.) Plaintiff’s assertions, taken as true, do not suffice for the Court to exercise

specific jurisdiction over Swander Pace Capital.

Specific jurisdiction “exposes the defendant to suit in the forum state only on

claims that ‘arise out of or relate to’ a defendant’s contacts with the forum.” Daimler

AG v. Bauman, 571 U.S. 117, 122 (2014). “[T]he question of whether a defendant has

purposefully availed itself of the privilege of doing business in the forum state is ‘the

sine qua non for in personam jurisdiction.’” CompuServe, 89 F.3d at 1263 (quoting

Southern Mach., 401 F.2d at 381–82). In other words, there must be a substantial

connection between Defendant’s conduct and the forum State such that the defendant

would “reasonably anticipate being haled into court there.” Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 474–75 (1985) (quoting World-Wide Volkswagen Corp. v.

Woodson, 444 U.S. 286, 297 (1980)).

On the facts presented, even construed in Plaintiff’s favor, Swander Pace

Capital has no contacts with the forum relating to the royalties at issue or the subject

matter of the claims Nottingham-Spirk asserts. Indeed, the only connection between

Swander Pace Capital and Ohio is its ownership of Aden & Anais—one step removed

from Halo Innovations. In fact, the first amended complaint does not allege that

Swander Pace Capital was a party to the contract that is the subject of this litigation.

Due process requires that a defendant be haled into court in a forum State “based on

his own affiliation with the State, not based on the ‘random, fortuitous, or attenuated’

contacts he makes by interacting with other persons affiliated with the State.”

Walden v. Fiore, 571 U.S. 277, 286 (2014) (quoting Burger King, 471 U.S. at 475).

Simply put, mere ownership of an entity that in turn owns a party in interest does

not satisfy the demands of the Constitution.

I.B.1.b. Alter Ego

Plaintiff also argues that specific jurisdiction is proper under an alter-ego

theory. Under the alter-ego theory of personal jurisdiction, “a non-resident parent

corporation is amenable to suit in the forum state if the parent company exerts so

much control over the subsidiary that the two do not exist as separate entities but

are one and the same for purposes of jurisdiction.” Estate of Thomson ex rel. Estate

of Rakestraw v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 362 (6th Cir. 2008)

(citation omitted). The alter-ego theory of personal jurisdiction is akin to piercing the

corporate veil of a parent corporation. Generally, a parent corporation is not liable

for the acts of its subsidiary, even if the subsidiary is wholly owned. Transition

Healthcare Assocs., Inc. v. Tri-State Health Invs., LLC, 306 F. App’x 273, 280 (6th Cir.

2009). “In extraordinary cases, however, courts will pierce the corporate veil and

disregard the corporate entity, treating the parent corporation and its subsidiary as

a single entity.” Id. (cleaned up).

One such example of an extraordinary case where courts pierce the corporate

veil is where the plaintiff alleges that the parent corporation had “effective control

over the commercial policy and business decisions of its subsidiaries, and did business

through its subsidiaries.” Carrier Corp. v. Outokumpu Oyj, 673 F.3d 430, 450 (6th

Cir. 2012). This case, however, does not present an extraordinary case. On the record,

construed in Plaintiff’s favor, the Court cannot say that Nottingham-Spirk has made

out a prima facie case that Swander Pace Capital exerted so much control over Halo

Innovations such that the two entities are one and the same. Nor does the record

support a prima facie showing that Swander Pace Capital did business through Halo

Innovations. Cf. Third Nat. Bank in Nashville v. WEDGE Grp. Inc., 882 F.2d 1087,

1090 (6th Cir. 1989) (concluding that specific jurisdiction was proper over a parent

company where the company owned 100% of the subsidiary; its officers visited the

subsidiary as often as monthly to review and direct its operations; the parent

company shared income tax liability; and the parent company’s officers served as the

subsidiary’s board of directors). Therefore, even under the light burden in the current

procedural posture, Plaintiff is not entitled to rely on the alter-ego theory as a basis

for specific jurisdiction over Swander Pace Capital.

* * *

For these reasons, the Court lacks specific personal jurisdiction over Swander

Pace Capital. Therefore, the Court GRANTS Swander Pace Capital’s motion to

dismiss under Rule 12(b)(2). (ECF No. 23.)

II.B. Personal Jurisdiction Over Aden & Anais

Plaintiff argues that the Court has personal jurisdiction over Aden & Anais

because (1) Aden & Anais was directly involved in the decisions regarding the sale of

Bassinest® Swivel Sleeper products; and (2) Halo Innovation’s conduct should be

attributed to Aden & Anais. (ECF No. 35, PageID #336–40.) The Court addresses

each argument in turn.

II.B.1. Personal Jurisdiction through Aden & Anais’s Contacts

Plaintiff asserts that Aden & Anais directs and controls Halo Innovations as

its parent company with respect to selling products, including the Halo BassiNest®

Swivel Sleeper. (ECF No. 19, ¶¶ 12 & 15, PageID #141.) In addition, Plaintiff alleges

that a particular member of Aden & Anais’s board of directors acts as a “key party”

in Halo Innovations’ product planning, sales, and marketing. (Id., ¶16, PageID

#141–42.) Further, Plaintiff points out that the global controller of Aden & Anais

corresponded with Nottingham-Spirk about payment of royalties from Halo

Innovations (ECF No. 35-1, ¶¶ 17–18, PageID#352–53), though the declaration from

Aden & Anais states that the company “did not make royalty payments or provide

royalty reports to Nottingham-Spirk” (ECF No. 29-2, ¶ 7, PageID #289). In the

present procedural posture, the Court reads these competing declarations to establish

that Aden & Anais did not provide formal reports about royalties to Nottingham-

Spirk, but did communicate with Nottingham-Spirk about payment of royalties and

the reasons for reduced and delayed payments. Plaintiff argues that this record

establishes specific jurisdiction over Aden & Anais. (ECF No. 35, PageID #337.)

Plaintiff relies on the Supreme Court’s recent decision in Ford Motor Co. v.

Montana Eighth Judicial District Court, 141 S. Ct. 1017 (2021). In two consolidated

appeals, the Supreme Court considered whether an auto manufacturer was subject

to specific jurisdiction in Montana and Minnesota in products-liability suits

stemming from car accidents that occurred in those States. Ford conceded that it did

substantial business in Montana and Minnesota; “it actively [sought] the market for

automobiles and related products in those States.” Id. at 1026. But Ford contended

that personal jurisdiction was improper because the specific cars involved in the

accidents were not sold in the forum States and because the company did not engage

in activity in those States giving rise to the product liability claims. Id. 1022.

Rejecting this argument, the Supreme Court concluded that “Ford had systemically

served a market in Montana and Minnesota for the very vehicles that the plaintiffs

allege malfunctioned and injured them in those States.” Id. at 1028. Consequently,

there was a “strong relationship among [Ford], the forum, and the litigation—the

essential foundation of specific jurisdiction.” Id. (cleaned up).

Plaintiffs’ allegations here differ materially from those in Ford. There, the

defendant systematically entered the market in the States where it faced suit by

advertising, selling, and servicing the models of vehicle at issue in the litigation. Id.

at 1022. In contrast, Aden & Anais has limited and attenuated contacts with Ohio.

It has a single employee in Ohio, a recently hired account manager with no connection

to the case. (ECF No. 29-2, ¶ 12, PageID #289.) Other than being the parent company

of Halo Innovations, the only connection between Plaintiff’s claims against Aden &

Anais and the forum is fairly limited correspondence between the two companies

about the royalties. Even then, the record shows that Aden & Anais did not pay the

royalties, Halo Innovations did. (Id., ¶¶ 7 & 9, PageID #288–89.) For specific

jurisdiction to attach, “there must be an affiliation between the forum and the

underlying controversy.” Ford, 141 S. Ct. at 1025 (cleaned up). On the record

presented, Plaintiff has not carried its relatively slight burden of establishing a prima

facie case for the exercise of specific jurisdiction over Aden & Anais.

II.B.2. Personal Jurisdiction through Halo Innovations

Plaintiff also argues that the attribution and alter-ego theories provide a

means for the Court to exercise specific jurisdiction over Aden & Anais. These

distinct theories of personal jurisdiction have some similarities. The attribution

theory provides that personal jurisdiction over a parent company is appropriate if the

parent company “purposefully avails itself of doing business in the forum by accessing

the market through a subsidiary.” In re Telectronics Pacing Sys., Inc., 953 F. Supp.

909, 919 (S.D. Ohio 1997). In other words, the parent company “uses the subsidiary

to do what it otherwise would have done.” Id. On an alter-ego theory, jurisdiction

over a parent company is appropriate where “the parent company exerts so much

control over the subsidiary that the two do not exist as separate entities but are one

and the same for personal jurisdiction.” Estate of Thomson v. Toyota Motor Corp.

Worldwide, 545 F.3d 357, 362 (6th Cir.2008). Both theories set aside corporate

formalities as a fiction and treat separate corporate entities, parent and subsidiary,

as one and the same for purposes of personal jurisdiction. See e.g., In re Telectronics

Pacing Sys., Inc., 953 F. Supp. at 919 (“The attribution test implies that the in-forum

subsidiary is acting on behalf of the absent parent.”); Keller v. Honeywell Protective

Servs., 742 F. Supp. 425, 428 (N.D. Ohio 1990) (“The general rule is that a subsidiary

corporation has its own ‘citizenship’ different from the parent corporation, unless

under the alter ego exception to the rule, the subsidiary is not really a ‘separate

entity.’”).

Under either theory, Plaintiff has not established a prima facie case for the

exercise of specific personal jurisdiction over Aden & Anais.

Plaintiff’s allegations are insufficient for the Court to exercise specific

jurisdiction over Aden & Anais under the attribution theory or alter-ego theory. As

important as what Plaintiff has alleged in this case is what Plaintiff has not alleged.

Nothing in the record suggests that Aden & Anais has disregarded the

corporate formalities of Halo Innovations. In this regard, the record shows that a

board member of Aden & Anais had some involvement in the business of the

company’s subsidiary. Without more, that fact falls far short of the threshold

necessary to disregard corporate formalities. Nor does the record show that Aden &

Anais opted to conduct business in Ohio through its subsidiary. Again, only the

unremarkable fact that Nottingham-Spirk communicated with Aden & Anais about

the royalties at issue in this case connects Aden & Anais to the forum. In effect,

Plaintiff argues that Aden & Anais is subject to the Court’s jurisdiction because it is

the parent company of Halo Innovations. But that is not a sufficient basis for the

exercise of specific jurisdiction.

* * *

Accordingly, the Court lacks specific personal jurisdiction over Aden & Anais

and GRANTS Aden & Anais’s motion to dismiss under Rule 12(b)(2).

II. Jurisdictional Discovery

Plaintiff requests leave to amend its complaint and conduct jurisdictional

discovery. (ECF No. 34, PageID # 325–26; ECF No. 35, PageID #345–46.) “[A] district

court faced with a motion to dismiss for lack of personal jurisdiction over the

defendant may permit the plaintiff further discovery to investigate jurisdictional

facts.” Theunissen v. Matthews, 935 F.2d 1454, 1456 (6th Cir. 1991). A plaintiff,

however, is not entitled to jurisdictional discovery; the plaintiff must, at a minimum,

“give the district court a reasonable basis to expect that discovery would reveal

evidence that supports the claimed jurisdiction.” C.H. By and Through Shields v.

United States, 818 F. App’x 481, 484 (6th Cir. 2020).

Here, discovery is unlikely to result in a finding that the Court has personal

jurisdiction over Swander Pace Capital or Aden & Anais. Plaintiff has not identified

with any specificity how discovery might support a finding of personal jurisdiction.

Discovery is not required based on mere hope or speculation. See A.O. Smith Corp.

v. United States, 774 F.3d 359, 369 (6th Cir. 2014) (holding that the district court did

not abuse its discretion in denying jurisdictional discovery in FTCA case where

plaintiffs could only “speculate” that government documents “might” contain

information relevant to jurisdiction). Therefore, the Court DENIES Plaintiffs

request for jurisdictional discovery.

CONCLUSION

For the foregoing reasons, the Court GRANTS Defendants’ motions to dismiss

for lack of personal jurisdiction. (ECF No. 23; ECF No. 29.) Because the Court

concludes that it lacks personal jurisdiction over Swander Pace Capital and Aden &

Anais, it need not address their motions under Rule 12(b)(6). Further, the Court

DENIES Plaintiffs request for jurisdictional discovery.

SO ORDERED.

Dated: May 19, 2022

J.Philip Calabrese”

United States District Judge

Northern District of Ohio

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