# Lilly v. Atlantic Records

> District Court, S.D. Ohio · June 27, 2022

URL: https://www.frixlaw.com/law-library/cases/10380433

## Case

- **Court:** District Court, S.D. Ohio
- **Decided:** June 27, 2022
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

JUSTIN C. LILLY,

Plaintiff,
Case No. 2:21-cv-5591
v. JUDGE EDMUND A. SARGUS, JR.
Magistrate Judge Chelsey M. Vascura

ATLANTIC RECORDS,

Defendants.

OPINION AND ORDER
This matter is before the Court on Defendant Atlantic Recording Corporation’s Motion to
Dismiss the Complaint pursuant to Fed. R. Civ. P. 12(b)(6) and 12(b)(2). (ECF No. 4.) For the
following reasons, Defendant’s motion is GRANTED.
I. BACKGROUND
This case arises from Defendant Atlantic Recording Corporation’s (hereinafter, “Atlantic”)
alleged contract with Plaintiff Justin Lilly, a musician. According to the Complaint, Mr. Lilly
communicated via email for several months with Sean Browne, an employee of Interscope Records
and Major Label Connect. (Compl. ¶ 1, ECF No. 1-1.) Mr. Browne offered Mr. Lilly “listening
sessions” for his music and admission to a five-day artist development camp called Greenwald
Academy. (Session Results, ECF No. 1-1 Ex. C.) After one of the listening sessions, Browne told
Lilly that he was “guaranteed a spot” at Greenwald Academy and that he did not “have to pay for
anything during this experience.” (Id.) Browne also stated that Lilly would “be offered a deal to
sign a label in Quarter 4 of this year.” (Id.)
In preparation for Greenwald Academy, Mr. Browne emailed Mr. Lilly an admission form
on July 8, 2021, that listed travel and session information for Greenwald Academy. (Admission
Form, ECF No. 1-1 Ex. A.) The top of the Admission Form reads, “Greenwald Artist Development
Academy 2021. Sponsored by Atlantic Records.” (Id.) Mr. Lilly signed and returned the
Admission Form to Browne. (Signed Admission Form, ECF No. 1-1 Ex. B.) In October 2021, after
Lilly did not receive flight information for Greenwald Academy, he attempted to contact Browne

but was unsuccessful. (Compl. ¶ 4.) Browne blocked Lilly on social media and did not send him
to Greenwald Academy. (Id.)
On November 1, 2021, Plaintiff filed an action in Delaware County Common Pleas Court
alleging breach of contract and defamation claims against Atlantic. (See generally Compl.)
Plaintiff contends that the Admissions Form is a contract and Atlantic breached its promise to send
him to Greenwald Academy and sign him with a label. (Id. ¶ 5.) He claims that Atlantic damaged
his reputation because attending the Academy and signing with a label would have benefited his
musical career. (Id. ¶ 6.) Defendant Atlantic removed the case to federal court on December 3,
2021. (Notice of Removal at 4.) On December 10, 2021, Defendant filed the instant motion to
dismiss. (Def.’s Mot., ECF No. 4.) Despite this Court’s Order directing Plaintiff to file a response,

(See Order, ECF No. 7), he did not file one. The motion is ripe for review.
II. STANDARD
To survive a motion to dismiss under Rule 12(b)(6), “a complaint must contain sufficient
factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft
v. Iqbal, 556 U.S. 662, 677–78 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows the
court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id.
In determining this, a court must “construe the complaint in the light most favorable to the
plaintiff.” Inge v. Rock Fin., Corp., 281 F.3d 613, 619 (6th Cir. 2007). Furthermore, “[a]lthough
for purposes of a motion to dismiss [a court] must take all the factual allegations in the complaint
as true, [it][is] not bound to accept as true a legal conclusion couched as a factual allegation.” Id.
at 677–79 (quoting Twombly, 550 U.S. at 556) (internal quotations omitted).
III. ANALYSIS

Defendant argues for dismissal on two grounds: (1) Plaintiff fails to state a claim against
Atlantic for which relief may be granted pursuant to Fed. R. Civ. P. 12(b)(6), and (2) lack of
personal jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2).
Rule 12(b)(2) provides for dismissal of an action where the district court
lacks personal jurisdiction over the defendant. District courts have discretion to decide questions
of personal jurisdiction using the pleadings, permitting discovery in aid of deciding the motion, or
conducting an evidentiary hearing to resolve factual questions. Res. Inst. at Nationwide Children’s
Hosp. v. Trellis Bioscience, LLC, No. 2:15-cv-3032, 2016 WL 5791194, at *3 (S.D. Ohio Sept.
30, 2016). Plaintiffs bear the burden of establishing personal jurisdiction. Am. Greetings Corp. v.
Cohn, 839 F.2d 1164, 1168 (6th Cir. 1988). When personal jurisdiction is decided “solely on

written submissions, the plaintiff’s burden is ‘relatively slight.’” Res. Inst., 2016 WL 5791194 at
*3 (citing id.). The plaintiff must, “by affidavit or otherwise, set forth specific facts showing that
the court has jurisdiction.” Theunissen v. Matthews, 935 F.2d 1454, 1458 (6th Cir. 1991).
Mr. Lilly is a citizen of Ohio and resides in Delaware County, Ohio. Atlantic is a Delaware
corporation with its principal place of business in New York. (Notice of Removal ¶ 4, ECF No.
1.) In a diversity case such as this, “[t]o determine whether personal jurisdiction exists over a
defendant, Federal Courts apply the law of the forum state, subject to the limits of the Due Process
Clause of the Fourteenth Amendment.” CompuServe Inc. v. Patterson, 89 F.3d 1257, 1262 (6th
Cir. 1996); see also Theunissen, 935 F.2d at 1459 (“A federal district court sitting in diversity must
apply the law of the forum state to determine whether it may exercise jurisdiction over the person
of a non-resident defendant.”).
There are two categories of personal jurisdiction: general personal jurisdiction and
specific personal jurisdiction. See First Franchise Capital Corp. v. Jack in the Box Inc., No. 1:17-

cv-397, 2017 WL 3269260, at *16 (S.D. Ohio Aug. 1, 2017) (citing Daimler AG v. Bauman, U.S.,
571 U.S. 117, 118 (2014)). “Ohio law does not recognize general jurisdiction over a non-resident
defendant.” JM-Nipponkoa Ins. Co. v. Dove Transp. LLC, No. 1:14-cv-202, 2015 WL 145041, at
*3 (S.D. Ohio Jan. 12, 2015). Thus, Defendant must be amenable to suit under the requirements
of the Due Process Clause and through specific jurisdiction under Ohio’s long-arm statute. See id.
To satisfy Due Process Clause requirements, the nonresident defendant must have
“sufficient contacts with the forum state such that the district court’s exercise of jurisdiction would
comport with ‘traditional notions of fair play and substantial justice.’” CompuServe Inc., 89 F.3d
at 1263 (citing Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Courts evaluate three
criteria to make this determination:

(1) [T]he defendant must purposefully avail himself of the privilege of acting in
the forum state or causing a consequence in the forum state;
(2) [T]he cause of action must arise from the defendant’s activities there; and
(3) [T]he acts of the defendant or consequences caused by the defendant must
have a substantial enough connection with the forum to make the exercise of
jurisdiction over the defendant reasonable.
In-Flight Devices Corp. v. Van Dusen Air, Inc., 466 F.2d 220, 226 (6th Cir. 1972). The overall
purpose of these criteria is to protect nonresident defendants against the burdens of litigating in a
distant and inconvenient forum. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292
(1980).
The Complaint states that the Admission Form as well as Plaintiff’s emails with Mr.
Browne establish that Atlantic “operates regularly in the state of Ohio.” Atlantic responds that the
Court does not have specific jurisdiction over it because Mr. Browne is an employee of Major
Label Connect, a third party, and does not have authority to act on behalf of Atlantic. Atlantic is

simply a sponsor of Greenwald Academy. (Def.’s Mot. at 16.)
Accepting the Complaint’s allegations as true and reading them in a light most favorable
to Plaintiff, it cannot be said that Atlantic has “purposefully availed” itself of the privilege of acting
in Ohio or that it has a “substantial enough connection” to Ohio to make this forum reasonable.
The existence of contract between a resident plaintiff and nonresident defendant does not
necessarily satisfy purposeful availment. Burger King v. Rudzewicz, 471 U.S. 462, 478 (1985) (“an
individual’s contract with an out-of-state party alone” cannot “automatically establish minimum
contacts.”). In determining whether the existence of a contract is sufficient to constitute purposeful
availment, courts ask whether the subject matter or performance of the contract at issue is
connected to the forum state. Calphalon Corp. v. Rowlette, 228 F.3d 718, 722 (6th Cir. 2000).

Here, the answer is no. The Admissions Form is a written agreement to send Plaintiff to a five-day
all-expenses-paid camp at Greenwald Academy in Miami, Florida. (See Admissions Form.) Thus,
the subject matter and performance of the Admission Form occurs solely in Florida, not Ohio.
Additionally, a contract is insufficient to constitute purposeful availment if the defendant,
through the contract, was not attempting to exploit the state’s market, but rather had contact with
the state only because the plaintiff chose to reside there. Id. at 722–23 (citing Kerry Steel v.
Paragon Indus., 106 F.3d 147, 151 (6th Cir. 1997)). In this case, Atlantic did not seek to conduct
business in Ohio or exploit Ohio’s market, Ohio is simply the place where Plaintiff chose to reside.
Plaintiff did not exchange any consideration to attend Greenwald Academy. Even if he did, the
fact that Defendant allegedly entered into a single contract with an Ohio resident does not bind it
to defend litigation in Ohio. See id. (citing Burger King, 471 U.S. at 475) (a “one-shot transaction”
contract, rather than “an ongoing obligation” is precisely the sort of “random, fortuitous, and
attenuated” contacts with a state that Burger King Court rejected). Atlantic is a Delaware

corporation with its principal place of business in New York. Atlantic has no employees or offices
in Ohio, and there has been no showing that Atlantic employees have ever been in Ohio for the
purpose of conducting business there. To require Atlantic to defend itself in Ohio even though it
did not receive the privilege of acting in Ohio markets would not comport with “traditional notions
of fair play and substantial justice.” Int’l Shoe Co., 326 U.S. at 316.
In summary, the Complaint is devoid of language showing that Atlantic purposely availed
itself of the privilege of acting in Ohio. Mr. Browne’s act of inviting an Ohio resident to Florida,
allegedly on behalf of Atlantic, does not establish a substantial enough connection with Ohio to
make the exercise of jurisdiction over Atlantic reasonable. Plaintiff has not met his burden of
showing that the Due Process Clause requirements are met and personal jurisdiction exists over

Atlantic. This case is dismissed.
III. CONCLUSION
Defendant Atlantic’s Motion to Dismiss (ECF No. 4) is GRANTED pursuant to Rule
12(b)(2) for lack of personal jurisdiction. The Clerk is directed to close this case.
IT IS SO ORDERED.

6/27/2022 s/Edmund A. Sargus, Jr.
DATE EDMUND A. SARGUS, JR.
UNITED STATES DISTRICT JUDGE

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10380433. Public record. Not legal advice.