The opinion
UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION
DOCKET NO. 3:24-cv-00002-MOC-SCR
TRIBIKE TRANSPORT LLC, )
)
Plaintiff, )
)
vs. ) ORDER
)
HORIZON ENTERTAINMENT CARGO )
CORPORATION )
ALEX KNOWLES )
HORIZON ENTERTAINMENT, LLC )
INTELLIGENT SCM, LLC, )
)
Defendants. )
THIS MATTER is before the Court on Defendants Horizon Entertainment Cargo
Corporation and Horizon Entertainment, LLC’s motion to dismiss (Doc. No. 18); Defendant Alex
Knowles’ motion to dismiss (Doc. No. 20); Defendants Intelligent SCM, LLC (“iSCM”) and Alex
Knowles’ motion to change venue (Doc. No. 24); and Plaintiff’s motion for jurisdictional
discovery (Doc. No. 31). Upon careful review of the pleadings, the Court will grant Plaintiff’s
motion for jurisdictional discovery and reserve decision on Defendants’ motions to dismiss and
change venue.
I. Background
Plaintiff Tribike Transport LLC (“Tribike”) is a North Carolina corporation with its
principal place of business in this state. Tribike is in the bicycle shipping business. More
specifically, Tribike manages the transport of high-end cycles to races around the world. This
lawsuit stems from Tribike’s 2023 agreement to transport bicycles to and from an event in Spain.
The 2023 agreement originated from correspondence between Tribike and John
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Greenstreet, CEO of Defendant Horizon Entertainment Cargo Corporation (“Horizon Cargo”).
Tribike sought first to obtain a quote, and subsequently to secure transport of the bicycles to and
from Spain. Tribike has apparently worked with Mr. Greenstreet and Horizon Cargo (a Georgia
corporation that maintains its principal place of business in Tennessee) since at least 2019. Horizon
Cargo’s correspondence with Tribike pertaining to the 2023 contract originated from Mr.
Greenstreet and a co-worker’s Horizon Cargo email addresses, which they have apparently used
since 2013. Those emails did indicate that Horizon Cargo was “[a]n iSCM Company,” but did not
elaborate further on that relationship. Additionally, Mr. Greenstreet’s email signature block
included a Tennessee address. Therefore, Tribike pleads, it assumed it was contracting with
Horizon Cargo regarding the transport of the bicycles to and from Spain.
The bicycles apparently reached Spain without incident. Upon the cycles’ return to the
United States, Tribike was to collect them from a warehouse in Charlotte, North Carolina, for
subsequent delivery to their individual owners. At the time of the scheduled pick-up, however,
Tribike was delinquent on several invoices from Horizon Cargo. Mr. Greenstreet informed Tribike
that Tribike would not be permitted to take possession of the cycles until paying the outstanding
invoices. After negotiations failed, Tribike sued Horizon Cargo in North Carolina State Court and
in November 2023 obtained a temporary restraining order allowing Tribike to take possession of
the bicycles. When Tribike attempted to follow through on the restraining order, however, it found
that the cycles had been shipped to Illinois, care of Defendant Horizon Entertainment, LLC
(“Horizon Entertainment”). Horizon Entertainment is an Illinois corporation with its principal
place of business in that state. Like Horizon Cargo, Horizon Entertainment is owned by Mr.
Greenstreet.
Meanwhile, Defendant iSCM—purporting to be the company Tribike contracted with in
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January and February 2023 for transport of bicycles to and from Spain—sued Tribike in California
State Court to collect on the delinquent invoices. Tribike consequentially amended its complaint
in the North Carolina litigation, adding Defendants Horizon Entertainment, iSCM, and Alex
Knowles (a California domiciliary who is the manager and majority owner of iSCM), and
including an unfair and deceptive trade practices act claim under N.C. GEN. STAT § 75-1.1. iSCM
is a New Jersey corporation with its principal place of business in Los Angeles County, California.
Defendant Knowles contends that—though the North Carolina Court’s restraining order was
directed neither to him nor iSCM, since they were not yet named parties in that action—Knowles
was responsible for moving the bicycles from North Carolina to Illinois to avoid the effect of that
order.
Tribike acknowledges that some of the invoices related to the contract in question included
iSCM’s California address. The parties dispute, however, whether iSCM was identified on all or
only some of the relevant invoices, and how prominently iSCM’s address was displayed thereon.
Defendant Knowles has produced invoices including iSCM’s California address at the top of the
invoice, identifying iSCM as a payee, and including a forum selection clause designating Los
Angeles, California, as the proper forum to bring disputes.
Defendant Horizon Cargo, in support of its motion to dismiss, emphasizes that Horizon
Cargo ceased operations in 2020 and is no longer a registered freight forwarder. In fact, in 2020
Horizon Cargo allegedly transferred all its business to iSCM, and Mr. Greenstreet became an
iSCM employee. iSCM subsequently filed a Fictitious Business Name Statement in Los Angeles,
enabling iSCM to conduct business under the moniker “Horizon Entertainment Cargo.” Mr.
Greenstreet purports to be the sole owner of both Horizon Cargo and Horizon Entertainment.
Tribike contends that their history of dealings with Horizon Cargo, especially in light of
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the complex (in fact, still unclear) corporate relationship between Horizon Cargo, Horizon
Entertainment, and iSCM, justify this Court’s exercise of personal jurisdiction over all named
Defendants. Horizon Cargo and Horizon Entertainment, however, respond that Tribike should
have known it was contracting with iSCM all along, and that the Court lacks personal jurisdiction
over the Horizon defendants. Defendant Knowles likewise filed a motion to dismiss for lack of
personal jurisdiction, and in the alternative to transfer venue. Defendant iSCM moves to transfer
venue to the Central District of California. Tribike requests that the Court permit jurisdictional
discovery before ruling on Defendants’ various motions.
II. Legal Standard
a. Defendants’ Motions to Dismiss for Lack of Personal Jurisdiction
Defendants Horizon Cargo, Horizon Entertainment, iSCM, and Knowles all move to
dismiss Plaintiff Tribike’s complaint for lack of personal jurisdiction under FED. R. CIV. P.
12(b)(2). To survive a 12(b)(2) motion, the party asserting jurisdiction (here, Tribike) bears the
burden of establishing a prima facie case of personal jurisdiction over the Defendant by a
preponderance of the evidence. Hawkins v. i-TV Digitalis Tavkozlesi zrt., 935 F.3d 211, 226 (4th
Cir. 2019); Universal Leather, LLC v. Koro AR, S.A., 773 F.3d 553, 558 (4th Cir. 2014); Mylan
Labs., Inc. v. Akzo, N.V., 2 F.3d 56, 60 (4th Cir. 1993). Assessing a 12(b)(2) motion, the Court
must resolve all questions of fact and draw all reasonable inferences in favor of the party asserting
jurisdiction. Universal Leather, 773 F.3d at 560; Combs v. Bakker, 886 F.2d 673, 676 (4th Cir.
1989).
North Carolina’s long arm statute, N.C. GEN. STAT. § 1-75.4, governs North Carolina
federal courts’ jurisdiction over out-of-state defendants. See FED. R. CIV. P. 4(k)(1)(a). That
statute’s application is, in turn, bounded by the Due Process Clause of the Federal Constitution.
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Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 923 (2011). Because North
Carolina’s long arm statute is coterminous with the Due Process Clause, what would otherwise be
a two-step analysis reduces to a single question: whether the defendant challenging the Court’s
personal jurisdiction has “minimal contacts” with North Carolina such that being haled into court
would accord with traditional notions of fair play and substantial justice. See Christian Sci. Bd. of
Directors of First Church of Christ, Scientist v. Nolan, 259 F.3d 209, 215 (4th Cir. 2001) (quoting
Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). Where a party “purposefully avails itself
of the privilege of conducting activities within the forum State, thus invoking the benefits and
protections of its laws,” the minimal contacts test is satisfied, and that party is within the personal
jurisdiction of a federal court sitting in the forum state. Hanson v. Denckla, 357 U.S. 235, 253
(1958).
Tribike contends that this Court has specific (as opposed to general) personal jurisdiction
over all named Defendants. Thus, Tribike bears the burden to show that (1) Defendants purposely
availed themselves of the privilege of “conducting activities in” North Carolina, (2) that Tribike’s
claims arise from Defendants’ activities directed toward this state, and (3) that this Court’s exercise
of specific personal jurisdiction would be reasonable as to each Defendant. ALS Scan, Inc. v.
Digital Serv. Consultants, Inc., 293 F.3d 707, 712 (4th Cir. 2002). This is not a balancing test:
Tribike must make a prima facie showing as to all three factors.
b. Defendants’ Motions to Transfer Venue
A district court has discretion to transfer any civil action—like this one—to any district
court where it could have been brought or to which all parties have consented. 28 U.S.C. §
1404(a). The party moving for transfer bears the burden to show that transfer is in the interest of
justice or convenience. See Jim Crockett Promotions, Inc. v. Action Media Grp., Inc., 751 F.
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Supp. 93, 95 (W.D.N.C. 1990). The Court’s discretion is guided by several factors, such as those
articulated in Plant Genetic Sys. N.V. v. Ciba Seeds, 933 F. Supp. 519, 527 (M.D.N.C. 1996).
c. Plaintiff’s Motion for Jurisdictional Discovery
This Court has discretion to permit or deny jurisdictional discovery. Base Metal Trading,
Ltd. V. OJSC “Nowvokuznetsky Aluminum Factor,” 283 F.3d 208, 216 n.3 (4th Cir. 2002).
Ordinarily, though, a court should permit such discovery where it is necessary for a Plaintiff to
meet Defendants’ challenges to the court’s personal jurisdiction. Rich v. KIS California, Inc., 121
F.R.D. 254, 259 (M.D.N.C. 1988). Especially where—as here—“jurisdictional facts are
intertwined with the facts central to the merits of the dispute,” jurisdictional discovery is
warranted. See Kerns v. United States, 585 F.3d 187, 193 (2009).
III. Discussion
The Court will, in its discretion, grant Plaintiff’s motion (Doc. No. 31) and order
jurisdictional discovery in this matter. Such discovery is necessary for Plaintiff to meet
Defendants’ challenges to this Court’s specific personal jurisdiction, challenges that run to facts
central to the merits of Plaintiff’s claims. The Court will wait until after discovery is complete to
resolve any remaining factual disputes relevant to Defendants’ motions to dismiss and transfer
venue.
IV. Conclusion
For the foregoing reasons, the Court will grant Plaintiff’s motion for jurisdictional
discovery (Doc. No. 31) and forego ruling on Defendants’ motions to dismiss and transfer until
after discovery is complete. After the close of jurisdictional discovery, the parties may supplement
their motions to dismiss and transfer, as well as their replies and responses thereto.
ORDER
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IT IS, THEREFORE, ORDERED that Plaintiff's motion for jurisdictional discovery
(Doc. No. 31) is GRANTED.
IT IS, FURTHER, ORDERED that Tribike MAY take four fact depositions (including
Rule 30(b)(6) depositions) and serve up to twelve (12) interrogatories, twelve (12) requests for
production, and twelve (12) requests for admission on each Defendant. Tribike SHALL serve
jurisdictional discovery on Defendants within 30 days of the entry of this order, and Defendants
SHALL respond within 60 days of service. JURISDICTIONAL DISCOVERY SHALL,
THEREFORE, CLOSE no more than 90 days from the entry of this order.
The Court will forego ruling on Defendants’ motions to dismiss and transfer pending the
close of jurisdictional discovery. Following the close of jurisdictional discovery, the parties
SHALL have 30 days to supplement their motions to dismiss and transfer, and responses and
replies thereto. Such supplements SHALL be limited to half the page length of the original filing.
SO ORDERED.
Signed: August 5, 2024
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Max O. Cogburn Ji
United States District Judge Hira gg te