The opinion
IN THE UNITED STATES DISTRICT COURT FOR THE
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
JANE DOE (T.W.), )
)
Plaintiff, )
) No. 3:23-cv-00928
v. )
) JUDGE RICHARDSON
JRD PARTNERSHIP, ET AL., )
)
Defendants. )
MEMORANDUM OPINION
Pending before the Court is the motion to dismiss Plaintiff’s Second Amended Complaint
(Doc. No. 46, “SAC”) filed by Defendants Wyndham Hotels & Resorts, Inc., Wyndham Hotel
Group, LLC, and Days Inns Worldwide, Inc. (collectively, “Moving Defendants”)1 pursuant to
Federal Rule of Civil Procedure 12(b)(6) (Doc. No. 66, “Motion”).2 Moving Defendants filed an
accompanying memorandum in support thereof (Doc. No. 67, “Memorandum”). Plaintiff
1 The SAC refers to these three Defendants collectively as “Wyndham Brand Defendants.” (Doc. No. 46 ¶
19).
2 There are other Defendants in this case that are not encompassed within the term “Moving Defendants”
as just defined and are instead referred to herein collectively as “co-Defendants.” Certain co-Defendants
are referred to by more specific monikers. One discernible category of co-Defendants consists of Shri
Mahavira Clarksville, Inc., and Shree Mahavira, LLC. These defendants are the franchisee owners of the
Clarksville Days Inn and are herein collectively referred to as “Days Inn Franchisee Defendants.” (Doc.
No. 46 ¶¶ 22-23).
As noted below, Moving Defendants allegedly are franchisors of hotels, as are certain co-Defendants,
who are referred to together with Moving Defendants collectively as “Franchisor Defendants.” (Doc. No.
46 ¶ 20). Notably, when a reference is made to what the SAC says about Moving Defendants, sometimes
the reference is not just to Moving Defendants but rather to all Franchisor Defendants. Co-Defendants have
filed separate motions to dismiss (Doc. Nos. 68 and 72). The Court will address those motions separately
in due course; herein, the Court addresses only the Motion.
thereafter filed a response in opposition (Doc. No. 84) to which Plaintiff filed a reply (Doc. No.
90). For the reasons stated herein, the Motion will be DENIED.
BACKGROUND3
Between April 2011 and October 2014, Plaintiff was (human) trafficked at the Clarksville
Days Inn. (Doc. No. 46 at ¶ 28). During this period her trafficker controlled her, physically abused
her, and threatened her family in order to force her to perform commercial sex for his commercial
benefit. (Id. at ¶ 30). Plaintiff alleges that Moving Defendants knew or should have known that
trafficking was taking place on their properties. (Id. at ¶ 122). Plaintiff alleges that due to the
widespread problem of sex trafficking in the hotel industry and intense public scrutiny on this
issue, Moving Defendants had a general awareness of this issue. (Id. at ¶ 62). Plaintiff also alleges
that Moving Defendants had specific knowledge that sex trafficking was ongoing and widespread
at Moving Defendants’ branded properties. (Id. at ¶ 66). Moving Defendants had been the focus
of several news stories for providing a venue where sex trafficking had occurred in multiple parts
of the country. (Id. at ¶ 64).
Further, online reviews of Moving Defendants’ branded properties, which the company
monitors regularly, demonstrate Moving Defendants’ specific knowledge of this issue. (Id. at ¶
66). There were also specific indicators that trafficking activity was occurring at the Clarksville
Days Inn, which is Moving Defendants’ branded property. (Id. at ¶ 74). First, there was a frequent
flow of males into and out of rooms after brief stays when they were not guests of the hotel. Second,
3 The facts herein are taken from the SAC, which is the operative complaint in this case. For purposes of
the instant Motion, the facts in the SAC are accepted as true, except to the extent that they are qualified
herein (as, for example, by “Plaintiff alleges”) to denote that they are not being taken as true but instead are
set forth merely to make clear what a party claims to be true. Throughout this opinion, the Court forgoes
any such qualifiers for any fact that it is accepting as true, stating those facts without qualification even
though it is aware that any such (alleged) fact ultimately might not prove to be true.
there was also at the hotel a widespread drug trade, an enterprise which is closely linked to that of
human trafficking. Third, there was an area of the hotel that staff informally designated for
traffickers, drugs, and prostitution. Finally, the rooms used by the traffickers were observed to be
messy and to contain excessive sex and drug paraphernalia within them. (Id. at ¶ 74).
Plaintiff alleges that Moving Defendants either knew or should have known about the
trafficking activity that took place at the Clarksville Days Inn. Non-public information was
available to Moving Defendants, as Moving Defendants conducted inspections of the hotel
property, employed field agents to work with hotels on trafficking issues, monitored anti-
trafficking efforts, required franchisee staff to report trafficking activity, had access to surveillance
systems, and solicited customer feedback and complaints. (Id. at ¶ 129).
Plaintiff alleges that her trafficking was obviously apparent. There was constant foot traffic
of men in and out of her room where Plaintiff performed commercial sex with up to fifteen men a
day. (Id. at ¶ 82). These men would enter and leave Plaintiff’s room at unusual times and stayed
only for brief periods of time when they were not hotel guests. These entrances and exits were
captured by Moving Defendants’ surveillance cameras in the hotel. Further, Plaintiff’s traffickers
would decline housekeeping service for several consecutive days. (Id. at ¶ 82).
The Clarksville Days Inn is run by two franchisee companies that are co-Defendants. (Id.
at ¶¶ 22-24). Moving Defendants retained day-to-day control over the renting of rooms at the
Clarksville Days Inn. (Id. at ¶ 141). They exercised this control by requiring Days Inn Franchisee
Defendants to use Moving Defendants’ centralized reservation system, Moving Defendants’
software for booking and checking in guests, and Moving Defendants’ software to process
payments. Moving Defendants further exercised this control by controlling the rental price of the
rooms and collecting reservation and pricing data. (Id. at ¶ 141). Moving Defendants received
revenue every time that a room was rented at the Clarksville Days Inn in the form of a fee from
Days Inn Franchisee Defendants. (Id. at ¶ 148). Moving Defendants also imposed several
obligations on Days Inn Franchisee Defendants. These included requiring the hotel staff to keep
detailed records of the day-to-day operations of the hotel, reporting data to Moving Defendants,
restricting available vendor procurement for Days Inn Franchisee Defendants, requiring Days Inn
Franchisee Defendants to participate in marketing and advertising programs, requiring that
employees participate in a standardized training, and setting qualification, pay ranges, and
employee standards to Days Inn Franchisee Defendants. (Id. at ¶ 153).
Moving Defendants also enforced control over Days Inn Franchisee Defendants by
monitoring the hotel for compliance with their policies, reserving the right to inspect the hotel, and
reserving the right to terminate the franchise agreement. (Id. at ¶ 154).
LEGAL STANDARD
For purposes of a motion to dismiss under Fed. R. Civ. P. 12(b)(6), the Court must take all
of the factual allegations in a complaint as true. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). To
survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true,
to state a claim to relief that is plausible on its face. Id. 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. Threadbare recitals of the elements of a cause
of action, supported by mere conclusory statements, do not suffice. Id. When there are well-
pleaded factual allegations, a court should assume their veracity and then determine whether they
plausibly give rise to an entitlement to relief. Id. at 1950. A legal conclusion, including one
couched as a factual allegation, need not be accepted as true on a motion to dismiss, nor are mere
recitations of the elements of a cause of action sufficient. Id.; Fritz v. Charter Tp. of Comstock,
592 F.3d 718, 722 (6th Cir. 2010), cited in Abriq v. Hall, 295 F. Supp. 3d 874, 877 (M.D. Tenn.
2018). Moreover, factual allegations that are merely consistent with the defendant's liability do not
satisfy the claimant's burden, as mere consistency does not establish plausibility of entitlement to
relief even if it supports the possibility of relief. Iqbal, 556 U.S. at 678.
In determining whether a complaint is sufficient under the standards of Iqbal and its
predecessor and complementary case, Bell Atl. Corp. v. Twombly, 550 U.S. 544, 167 L.Ed.2d 929
(2007), it may be appropriate to “begin [the] analysis by identifying the allegations in the complaint
that are not entitled to the assumption of truth.” Iqbal, 556 U.S. at 680. This can be crucial, as no
such allegations count toward the plaintiff’s goal of reaching plausibility of relief. To reiterate,
such allegations include “bare assertions,” formulaic recitation of the elements, and “conclusory”
or “bold” allegations. Id. at 681. The question is whether the remaining allegations—factual
allegations, i.e., allegations of factual matter—plausibly suggest an entitlement to relief. Id. If not,
the pleading fails to meet the standard of Federal Rule of Civil Procedure 8 and thus must be
dismissed pursuant to Rule 12(b)(6). Id. at 683.
As a general rule, matters outside the pleadings may not be considered in ruling on a motion
to dismiss under Rule 12(b)(6) unless the motion is converted to one for summary judgment under
Rule 56. Fed. R. Civ. P. 12(d). When a document is referred to in the pleadings and is integral to
the claims, it may be considered without converting a motion to dismiss into one for summary
judgment. Doe v. Ohio State Univ., 219 F. Supp. 3d 645, 652–53 (S.D. Ohio 2016); Blanch v.
Trans Union, LLC, 333 F. Supp. 3d 789, 791–92 (M.D. Tenn. 2018).
DISCUSSION
Plaintiff has filed this lawsuit pursuant to the Trafficking Victims Protection
Reauthorization Act (“TVPRA”). The TVPRA has two provisions relevant for present purposes—
one criminal (18 U.S.C. § 1591) and one civil (18 U.S.C. § 1595); the two are interrelated. The
criminal provision provides criminal penalties for:
(a) Whoever knowingly –
(1) in or affecting interstate or foreign commerce, … recruits, entices, harbors,
transports, provides, obtains, advertises, maintains, patronizes, or solicits by any
means a person; or
(2) benefits, financially or by receiving anything of value, from participation in
a venture which has engaged in an act described in violation of paragraph (1)
knowing, or, except where the act constituting the violation of paragraph (1)
is advertising, in reckless disregard of the fact, that means of force, threats
of force, fraud, coercion described in subsection (e)(2), or any combination
of such means will be used to cause the person to engage in a commercial
sex act, or that the person has not attained the age of 18 years and will be
caused to engage in a commercial sex act, shall be punished as provided in
subsection (b).
18 U.S.C. § 1591(a). The civil provision states the standard for civil liability of the kind that
Plaintiff seeks to impose on Moving Defendants here—i.e., civil liability of a defendant to a victim
due to a violation of a provision of the particular chapter (Chapter of Title 18 of the United States
Code in which 18 U.S.C. § 1591(a) is found). That provision reads, in pertinent part:
An individual who is a victim of a violation of this chapter [including a violation
of 18 U.S.C. § 1591(a)] may bring a civil action against the perpetrator (or whoever
knowingly benefits, financially or by receiving anything of value from participation
in a venture which that person knew or should have known has engaged in an act
in violation of this chapter) in an appropriate district court of the United States and
may recover damages and reasonable attorneys fees.
18 U.S.C. § 1595(a). This statute created a cause of action for “beneficiary liability”.4 Plaintiff has
sued Moving Defendants under this theory in Cause of Action 2 as set forth in the SAC. In Cause
4 Beneficiary liability was established under the amended TVPRA in order to hold accountable those who
are not subject to criminal liability under Section 1591 yet still “knowingly benefitted” from participating
in a venture they knew or should have known was committing an offense under Section 1591. See Doe v.
Wyndham Hotels & Resorts, Inc., 2024 WL 4224915 at *3 (W.D. Tex. Aug. 30, 2024).
of Action 3, Plaintiff proceeds under the theory that Moving Defendants are vicariously liable for
TVPRA violations (allegedly) committed by Days Inn Franchisee Defendants. And in Cause of
Action 4, Plaintiff proceeds under the theory that Moving Defendants are vicariously liable for
Days Inn Franchisee Defendants’ employee’s violations of the TVPRA because (according to
Plaintiff) Moving Defendants are joint employers of the staff of the Clarksville Days Inn. The
Court will address each claim in turn.
1. Beneficiary Liability Under Section 1595
The essential question as to this claim is this: how far up the chain does liability go under
§ 1595(a)? District courts have come to different conclusions when answering this question. Some
have said that liability can be extended to the franchisors of hotels under this statute while others
have said the opposite. See A.B. v. Marriott Int'l, Inc., 455 F. Supp. 3d 171 (E.D. Pa. 2020)
(providing an overview of the split in district courts addressing § 1595 beneficiary liability for
franchisor defendants). When analyzing the factual scenario in the instant case, this Court is
inclined to agree with the reasoning outlined in M.A. v. Wyndham Hotels & Resorts, Inc., 425 F.
Supp. 3d 959 (S.D. Ohio 2019), which ultimately extended liability to the franchisor defendants
in that case. As set forth below, the Court finds persuasive the reasoning and conclusion in that
(within-circuit) opinion and deems it worthy of adoption.5
5 There has been no appellate ruling on this issue from the Sixth Circuit. Therefore, although the Court
acknowledges that it is not bound by the analysis and ruling announced in M.A., the Court does place some
weight in the fact that it originated from a district within the Sixth Circuit. This opinion, authored by Judge
Marbley, has been widely used as an influential guide for analyzing TVPRA beneficiary-liability-based
claims. Judge Marbley has authored other opinions on this specific subject that have been widely cited by
other courts. See H.H. v. G6 Hospitality, LLC, No. 2:19-cv-755, 2019 WL 6682152 (S.D. Ohio Dec. 6,
2019); Doe S.W. v. Lorain-Elyria Motel, Inc., No. 2:10-cv-1194, 2020 WL 1244192 (S.D. Ohio Mar. 16,
2020); A.C. v. Red Roof, Inc., No. 2:19-cv-4965, 2020 WL 3256261 (S.D. Ohio Jun. 16, 2020).
Beneficiary liability under § 1595(a) requires that: “(1) the person or entity must knowingly
benefit, financially or by receiving anything of value, (2) from participating in a venture, (3) that
the person knew or should have known has engaged in an act in violation of this chapter [including
a violation of 18 U.S.C. § 1591(a)].” M.A., 425 F. Supp. 3d at 964 (citations omitted).
a. Knowing Benefit
Plaintiff alleges that Moving Defendants “knowingly benefitted” financially from the
venture (i.e., the alleged human trafficking venture that allegedly engaged in acts violative of 18
U.S.C. § 1591(a)) because (according to Plaintiff) Moving Defendants received financial revenue
every time that a room was rented to a trafficker. Moving Defendants do not specifically address
this argument in their briefing, opting instead to focus on attacking the other two elements of the
beneficiary-liability-based claim as discussed below. Following the reasoning in M.A., this Court
similarly concludes that “the rental of a room constitutes a financial benefit from a relationship
with [a] trafficker sufficient to meet this element of the § 1595(a) standard.” M.A., 425 F. Supp.
3d at 965. Plaintiff has plausibly alleged that Moving Defendants receive revenue when one of
their branded hotel rooms is rented, and that they received revenue from the trafficker when he
rented a room at the Clarksville Days Inn. (Doc. No. 46 at ¶ 148). Therefore, the Court finds that
Plaintiff has plausibly alleged this element of the claim.
b. Participation in a Venture
The second element of a beneficiary-liability-based claim under § 1595(a) is that an entity
must “participate in a venture.” The parties contest the applicable law guiding whether franchisor
defendants generally can be deemed to have “participated in a venture” as required for liability
under the TVPRA. As noted, there has been no Sixth Circuit (or, for that matter, United States
Supreme Court) case deciding this issue. The Court therefore considers persuasive sources in an
attempt to ascertain the law—an attempt that is challenging because “the district courts are all over
the map on the meaning of the[ ] terms” used in the elements of a beneficiary-liability-based claim.
Doe #1 v. Red Roof Inns, Inc., 21 F. 4th 714, 725 (11th Cir. 2021). As a starting point, however,
the Eleventh Circuit in Doe #1 explained that “[t]he ordinary meaning of ‘venture’ is an
undertaking or enterprise involving risk and potential profit.” Doe #1, 21 F.4th at 724.
In arguing that franchisor defendants are too removed from trafficking activity to be held
liable on beneficiary-liability-based claims, Moving Defendants rely on Doe #1. In that case, the
Eleventh Circuit found that the plaintiffs’ “allegations may suggest that the franchisors financially
benefitted from renting hotel rooms to the Does’ sex traffickers. But they do nothing to show that
the franchisors participated in a common undertaking involving risk or profit that violated the
TVPRA—i.e, the alleged sex trafficking ventures.” Doe #1, 21 F.4th at 727. Ultimately that court
found that the plaintiffs could not sufficiently connect the dots from the traffickers to the franchisor
defendants under this theory, because “they have provided no plausible allegations that the
franchisors took part in the common undertaking of sex trafficking.” Id. at 727.
Plaintiff attempts to distinguish this case by arguing that Doe #1 was limited to the theory
alleged by the plaintiffs in that case, which was that the franchisor defendants participated in “sex
trafficking ventures.” (Doc. No. 84 at 7). Plaintiff aptly points out that the plaintiffs in that case
did not allege that the franchisor defendants participated in “commercial ventures,” such as
operating a hotel, but instead focused on the franchisor defendants having taken “part in the
common undertaking of sex trafficking with hotel employees, management, owners, and sex
traffickers.” Doe #1, 21 F.4th at 726. The Court finds this point well taken.6 The Seventh Circuit
6 In Doe #1 itself, the Eleventh Circuit noted that the plaintiffs tried to argue something different on appeal,
namely “that the franchisors participated in commercial ventures to operate hotels and that those hotel
ventures violated the statute.” Doe #1 21 F.4th at 727. The Court infers that the alleged “commercial
ventures” to which the plaintiffs tried to pivot were above-board in nature, or somehow legitimate and not
found Doe #1 inapplicable in G.G. v. Salesforce.com, Inc., 76 F.4th 544 (7th Cir. 2023), wherein
the plaintiffs framed the venture in terms of commercial activity as opposed to sex trafficking
itself. Id. at 561 (“Key to the court’s reasoning was how plaintiffs had chosen to define the alleged
venture- specifically as a ‘sex trafficking’ venture . . . if the plaintiffs had alleged that the
franchisors participated in commercial ventures to operate hotels and that those hotel ventures
violated Section 1591, the result might have been different.”) (citations omitted). And in Doe #1
the Eleventh Circuit noted that its analysis turned on defining “the venture the Does say that the
franchisors participated in.” Doe #1, 21 F.4th at 726.
In the instant case, Plaintiff has alleged that Moving Defendants have participated in a
commercial venture with traffickers by receiving a fee from Days Inn Franchisee Defendants when
they rented rooms out to individuals, including Plaintiff’s trafficker. This serves to materially
distinguish the instant case from Doe #1. And Plaintiff cites many cases where courts have
extended liability to franchisor defendants based on their commercial relationships with traffickers
because they (the franchisor defendants) received fees from room rentals that the franchisees
rented to traffickers.7 One such case that closely resembles the present factual scenario is A.W. v.
Red Roof Inns, Inc., No. 2:21-CV-04934, 2022 WL 17741050 (S.D. Ohio Dec. 16, 2022), wherein
a trafficking victim sued a franchisor defendant on a beneficiary-liability-based claim pursuant to
connected with a sex-trafficking scheme. The Court makes this inference because some kinds of clearly
illicit behavior (such as drug dealing) certainly constitute “commercial” activity, yet it is doubtful that the
Eleventh Circuit was referring to this type of activity when discussing a “commercial venture” in the context
of renting out hotel rooms.
7 See e.g. J.C. v. Choice Hotels International, Inc., 2020 WL 6318707 (N.D. Cal. Oct. 28, 2020); T.P. v.
Wyndham Hotels & Resorts, Inc., 2022 WL 17363234 (S.D. Ohio Dec. 1, 2022); Doe v. Wyndham Hotels
& Resorts, Inc., 2024 WL 4224915 (W.D. Tex. Aug. 30, 2024); J.M. v. Choice Hotels Int'l, Inc., 2023 WL
3456619 (E.D. Cal. May 15, 2023); but see Doe (P.B.) v. Wyndham Hotels & Resorts, Inc., 2023 WL
8890229 (D.N.J. Dec. 26, 2023).
§ 1595(a).8 In that case, the court denied the defendant’s motion to dismiss because the plaintiff
sufficiently alleged “that Defendant was engaged in a commercial business venture with A.W.’s
traffickers because she state[d] that Defendant receives a portion of the franchisee hotel’s profits
from renting rooms to traffickers and were [sic] generally aware of trafficking in their hotels
through a combination of online reviews, related ongoing litigation, and trafficking-related
criminal activity.” A.W., 2022 WL 17741050 at *9.
Here, Plaintiff alleges that Moving Defendants received revenue every time that a room
was rented at the Clarksville Days Inn and therefore financially benefitted when a room was rented
to Plaintiff’s trafficker. (Doc. No. 46 at ¶ 147).9 The Court finds this allegation sufficient to satisfy
this element of beneficiary liability. Like in the court in M.A., this Court “finds Plaintiff has alleged
sufficient facts to show [that Moving] Defendants ‘participated in a venture’ under § 1595” by
alleging that Moving Defendants received revenue when a room at the Clarksville Days Inn was
rented to people it knew or should have known were engaged in sex trafficking. M.A., 425 F. Supp.
3d at 971.
8 This opinion was authored by Judge Marbley, the same jurist who authored M.A., which as previously
mentioned has been widely used as an influential guide for analyzing TVPRA beneficiary-liability-based
claims. See A.B. v. Marriott Int’l, Inc., 455 F. Supp. 3d 171, 192 (E.D. Pa. 2020) (“We are persuaded [that]
the clear language of section 1595 favors the approach taken by Judge Marbley focusing on a hotel’s
possible civil liability best conforms [sic] to Congress’s intent in amending the Act to include a civil remedy
provision, at least as applied to a hotel where there is a direct connection between a rental fee for the room
where the trafficking is effected.”).
9 Plaintiff provides more detail in the SAC about how Moving Defendants profited from “reservation fees,
marketing fees, loyalty program fees, and other miscellaneous fees” and maintains that “the fees generated
by the [Moving Defendants] are primarily based on gross room rentals.” (Doc. No. 46 at ¶ 147).
c. Knew Or Should Have Known That the Venture Was Engaged In Trafficking
The third element of a § 1595(a) claim based on a violation of § 1591 is that a defendant
either “knew or should have known” that the venture was engaged in an act in violation of § 1591.10
Moving Defendants argue that Plaintiff has not plausibly alleged this element. Specifically they
argue that Plaintiff’s statements that the trafficking had “effects on her appearance, demeanor,
movements throughout the hotel, and her interactions with her trafficker, hotel staff and others”
are vague and imprecise. (Doc. No. 67 at 11). Further, Moving Defendants attempt to discard as
“conclusory” Plaintiff’s allegation that hotel staff should have recognized signs of trafficking.
The characterization of this allegation as “conclusory” is unwarranted, given that it is
supported by underlying allegations that there were up to fifteen men who visited Plaintiff’s hotel
room at unusual times each day, that these visitors were captured on the hotel security cameras,
and that her traffickers would decline housekeeping service and cleaning for days at a time. (Doc.
No. 67 at 12). So the Court does not find this allegation insufficient on the (purported) grounds
that it is conclusory. Instead, the Court looks at the underlying factual allegations and determines
whether they plausibly suggest that, as Plaintiff claims, that hotel staff should have recognized
signs of trafficking.
In making this determination, the Court follows the lead of M.A. in placing these particular
facts along a spectrum bookended by two cases, Ricchio v. McLean, 853 F.3d 553 (1st Cir. 2017),
and Lawson v. Rubin, 2018 WL 2012869 (E.D.N.Y. Apr. 29, 2018). Ricchio illustrates the clearest
factual scenario where a plaintiff’s allegations were sufficient to plausibly allege facts to satisfy
this element. In that case, a hotel owner and a trafficker high-fived while discussing “getting this
thing going again,” and the trafficker “kicked and forced [the victim] back toward the rented
10 Given what Section 1591(a) prohibits, any such act can be referred to for short as an act of “human
trafficking.”
quarters when she tried to escape” in plain view of the motel’s front office. M.A., 425 F. Supp. 3d
at 966 (quoting Ricchio v. McLean, 853 F.3d 553, 555 (1st Cir. 2017)). On the other end of the
spectrum, Lawson illustrates a factual scenario where a plaintiff’s allegations were clearly
insufficient to plausibly allege liability for this element under § 1595(a). In that case, a condo
owner leased a condo to Howard Rubin, who was “procuring women who he then sexually
assaulted and abused.” M.A., 425 F. Supp. 3d at 966 (discussing the facts of Lawson). The only
indication of this activity that the condo owner had, however, was one visit by the police and one
visit by an ambulance to the premises over Rubin’s six-year residency. The court in Lawson
accordingly found that the plaintiff’s allegations were insufficient to establish constructive
knowledge11 on the part of the condo owner because “there would not have been any reason for
[the condo owner] to infer illegal conduct by Rubin or his employees” from these incidents.
Lawson, 2018 WL 2012869 at *13-14.
In the instant case, Plaintiff’s claims “fall somewhere between Ricchio and Lawson.” M.A.,
425 F. Supp. 3d at 966. Plaintiff has alleged, with respect to events and circumstances on the
premises of the Clarksville Days Inn:
• That “there was constant and heavy foot traffic in and out of Jane Doe’s room involving
men who were not hotel guests.” (Doc. No. 46 at ¶ 82).
• That “Jane Doe had approximately 15 men per day sexually exploiting her at the Days
Inn.” (Id. at ¶ 82).
• That the ‘[m]en sexually exploiting Jane Doe entered and left her room at unusual times
and stayed for brief periods.” (Id. at ¶ 82).
11 As is axiomatic, the notion of someone having “constructive knowledge” refers to a situation where the
person should have known (realized) something even if they did not actually know (realize) it.
• That the “men visiting to sexually exploit Jane Doe would enter and exit the hotel in a
manner such that they would be captured by [Moving] Defendants’ surveillance cameras.”
(Id. at ¶ 82).
• That Plaintiff’s traffickers “would decline [housekeeping] service for several consecutive
days.” (Id. at ¶ 82).
• That “there was widespread drug trade at the hotel, which is closely linked to human
trafficking.” (Id. at ¶ 126).
• That “there was an area of the hotel that staff informally designated for traffickers, drugs,
and prostitution.” (Id. at ¶ 126).
• That “rooms used by the traffickers were regularly observed to be [a] mess, to contain
excessive sex and drug paraphernalia, and to have an unclean smell.” (Id. at ¶ 126).
Plaintiff has also cited online reviews of the Clarksville Days Inn that noted illegal activity
taking place on the premises. (Id. at ¶ 123). One review in particular stated “The cops pulled us
over after we left the parking lot. They told us that this motel was known fir [sic] drugs and sex
rings.” (Id. at ¶ 123). Plaintiff also alleges that Moving Defendants had a general awareness of sex
trafficking occurring at hotels and that Moving Defendants were specifically aware of reports of
commercial sex activity occurring at their branded properties. (Id. at ¶¶ 37, 122).
The Court finds that these alleged facts, viewed in the light most favorably to Plaintiff, are
sufficient to demonstrate that Moving Defendants should have known about the sex trafficking
taking place at the Clarksville Days Inn. Although the Court does not find that Moving Defendants
had actual knowledge of Plaintiff’s sex trafficking, that is not what the statute requires. Instead,
the statute requires in essence constructive knowledge; that is Plaintiff must plausibly allege that
Moving Defendants should have known that the venture was engaged in sex trafficking. Given the
similarity to the circumstances in M.A., this Court finds that Plaintiff has done that. The alleged
specifics of the circumstances surrounding Plaintiff, including that there were up to fifteen men
coming and leaving a hotel room each day, surely would have alerted staff to her situation in an
industry that is already generally on notice about the prevalence of sex trafficking.12 Further, the
traffickers would decline housekeeping service, the rooms were found to contain excessive “sex
and drug paraphernalia”, and there was an area of the hotel informally designated for prostitution.
(Id. at ¶¶ 82, 126). Therefore, the Court finds that Plaintiff has plausibly alleged constructive
knowledge on behalf of Moving Defendants sufficient to satisfy this third element. Plaintiff’s
allegations as to beneficiary liability under § 1595(a) are accordingly sufficient to survive Moving
Defendants’ motion to dismiss this claim.
2. Vicarious Liability
a. Agency
In Cause of Action 3 in the SAC, Plaintiff has alleged that Moving Defendants should be found
vicariously liable because (according to Plaintiff) the Days Inn Franchisee Defendants acted as
Defendants’ “actual agents” when committing violations of the TVPRA. (Doc. No. 46 at ¶ 169).
Moving Defendants argue that the TVPRA does not allow for liability based on an agency
relationship at all. They claim that the statute, by providing for beneficiary liability, precludes this
type of “secondary liability” based on traditional common-law principles. Although Moving
Defendants cite numerous cases in support of their statutory construction of the TVPRA, they
12 The Court finds that the specific details that Plaintiff has alleged against Moving Defendants do not
amount to mere “general awareness of sex trafficking that unjustifiably bridges the scienter gap between
‘should have known’ and ‘might have been able to guess’ S.J. v. Choice Hotels Int’l, Inc., 473 F. Supp. 3d
147, 154 (E.D.N.Y. 2020).” (Doc. No. 90 at 4). Instead, Plaintiff alleges a more detailed and particular set
of facts that demonstrate Moving Defendants should have known about sex trafficking at the Clarksville
Days Inn in particular (as opposed to merely about the prevalence of sex-trafficking generally at hotels
nationwide)..
seemingly overlook several cases where district courts have in fact imposed the type of liability
that Moving Defendants claim is precluded by the statute.
In the Court’s view, Moving Defendants are correct to the extent they argue that an agency
relationship does not support beneficiary liability. Liability under an agency theory is liability for
a third party (a principal) based solely on the fact that its agent committed the actions (or inactions)
that make the agent directly liable; in other words, the principal is indirectly liable for some other
person’s or entity’s actions (or inactions) solely because that other person or entity is the
principal’s agent. This kind of liability is not the kind of liability imposed under a beneficiary-
liability theory, which is a theory of direct liability. See A.D. v. Wyndham Hotels and Resorts, Inc.,
2020 WL 9550005 at *3 (E.D. Va. Sept. 21, 2020) (“[B]eneficiary liability is not third-party
liability. Rather, it is another form of direct liability. Those who knowingly benefit from
participating in a venture that they knew or should have known was sex trafficking are themselves
directly liability for the harms caused to the victims.”). But just because an agency relationship
does not support beneficiary liability under the TVPRA does not mean that an agency relationship
cannot support liability under the TVPRA under some other theory, i.e., an agency theory. Nothing
in the TVPRA expressly precludes such a theory. See id. at n.1 (“Whether a third party—such as
an employer or parent company—can be held indirectly liability [sic] for the beneficiary's tortious
conduct is a separate question, which the TVPRA does not address.”).
The Court is currently of the view that a principal can be held indirectly liable for its agent’s
violations of the TVPRA, at least under certain circumstances. J.C. v. Choice Hotels Int'l, Inc.,
2020 WL 6318707, *9 (N.D. Cal. Oct. 28, 2020) (finding that the TVPRA allowed for indirect
liability based on an agency theory). This is consistent with the axiom that “[a] principal is
generally liable for the knowledge received and the conduct committed by an agent within the
scope of employment.” In re Nat'l Century Fin. Enterprises, Inc., 783 F. Supp. 2d 1003, 1015
(S.D. Ohio 2011) (applying Ohio law). More specifically, it appears consistent with “[Tennessee]
general common law of agency, which holds that when one directs, orders, or knowingly
authorizes another to perform an act, then the principal is liable for the harm proximately caused
by those acts.” Givens v. Mullikin ex rel. Est. of McElwaney, 75 S.W.3d 383, 395 (Tenn. 2002),
superseded by statute on other grounds.
Moving Defendants do not directly dispute that an agency relationship exists between them
and Days Inn Franchisee Defendants, (Doc. No. 84 at 22), but the Court nonetheless will analyze
the sufficiency of the allegations with respect to this part of the claim. In this instance, given the
TVPRA’s silence on the issue of agency for purposes of potential indirect liability, federal
common law controls whether an agency relationship exists between these two entities. See J.C.
v. Choice Hotels Int'l, Inc., 2020 WL 6318707 at *8 (N.D. Cal. Oct. 28, 2020). Courts have
routinely indicated that to apply federal common law in this regard means to “apply common law
agency principles from the Restatement (Third) of Agency” in order to ascertain if an agency
relationship exists. J.C. v. Choice Hotels Int’l, Inc., 2020 WL 6318707 at *8 (N.D. Cal. Oct. 28,
2020); see Hodgin v. UTC Fire & Sec. Americas Corp., 885 F.3d 243, 252 (4th Cir. 2018). Under
the Restatement, “an agency relationship exists when a principal ‘manifests assent’ to an agent
‘that the agent shall act on the principal’s behalf and subject to the principal’s control, and the
agent manifests assent or otherwise consents so to act.’” Krakauer v. Dish Network, L.L.C., 925
F.3d 643, 659-60 (4th Cir. 2019) (quoting Restatement (Third) of Agency, § 1.01).
Plaintiff has alleged that Moving Defendants “subjected Days Inn Franchisee Defendants
to detailed standards and requirements regarding the operation of Days Inn through the franchising
agreement, [and] through detailed written policies and manuals” and “dictated the specific manner
in which Days Inn Franchisee Defendants and hotel staff must carry out most day-to-day functions
at Days Inn.” (Doc. No. 46 at ¶ 151). Plaintiff has also alleged, among other things, that Moving
Defendants “mandat[ed] training and education for franchisees and/or hotel staff” and “directe[ed]
Days Inn Franchisee Defendants to take specific steps to come into compliance with detailed and
exacting standards regarding day-to-day operations.” (Doc. No. 46 at ¶ 154).
These allegations are sufficient to plausibly allege an agency relationship between Moving
Defendants and Days Inn Franchisee Defendants.13 J.N.K. v. Red Roof Inns, No. 2:24-CV-00389,
2025 WL 772150 at *19 (S.D. Ohio Mar. 11, 2025) (“[F]ranchisor hotels may be held vicariously
liable under an agency theory for the wrongful acts of their franchisees, or franchisees’ employees,
when the hotel franchisor has direct control of, or the right to control, the day-to-day operations of
the franchisee.”); see also Bricker v. R&A Pizza, Inc., 804 F. Supp 2d 615 (S.D. Ohio 2011).
Further, “[g]enerally, the existence and scope of agency relationships are factual matters and are
therefore often appropriately left to the jury.” Krakauer v. Dish Network, L.L.C., 925 F.3d 643,
660 (4th Cir. 2019) (citing Metco Products, Inc., Div. of Case Mfg. Co. v. NLRB, 884 F.2d 156,
159 (4th Cir. 1989)). Therefore, the Motion is denied with regard to Cause of Action 3 in the SAC.
13 As will be explained in greater detail in the opinion addressing the claims against Days Inn Franchisee
Defendants, the Court finds that, for the purposes of the instant Motion, the pleadings suggest that there
could be an underlying § 1595(a) claim that would potentially form the underlying basis of liability for
Moving Defendants under an agency-liability theory. Therefore, although the Court declines to state how
it will address the § 1595(a) claim Plaintiff has made against Days Inn Franchisee Defendants (a claim that
Days Inn Franchisee Defendants have moved to dismiss), the Court will treat the pleadings as supporting
that underlying claim strictly for the purposes of resolving the agency-liability claim against Moving
Defendants.
b. Joint Employer14
In Cause of Action 4, Plaintiff has alleged that Moving Defendants should be found liable
for the actions of the staff of the Clarksville Days Inn for violations of the TVPRA as a joint
employer of that staff. Moving Defendants have moved to dismiss this claim by arguing that “the
joint-employer doctrine is an employment law concept that employees can assert to try and hold
multiple parties liable as employers for employment law violations.” (Doc. No. 67 at 17). Contrary
to this assertion, courts have come to a different conclusion regarding joint-employer liability in
the context of the TVPRA. In M.A., the court found that the plaintiff had plausibly alleged joint-
employer status sufficient to find the franchisor defendants liable even though the plaintiff had not
alleged additional facts beyond those included in her agency claim. M.A., 425 F. Supp. 3d at 972
(“Although M.A. has not alleged additional facts specific to the joint employer allegation, her facts
supporting an agency relationship could plausibly show some element of control to establish joint
employer status. Therefore, her allegations meet the pleading standard for the same reasons as
above.”) And recently, another district court in this circuit, apparently accepting that a hotel
franchisor could be held vicariously liable as a joint employer (joint, that is, with the franchisee)
14 The idea behind joint-employer liability is that: (i) two or more persons or entities can each be deemed
employers of a common employee (or employees), making each of them a so-called “joint” employer; and
(ii) each joint employer can be found liable for the actions (or inactions) of their common employee(s)
following traditional notions of respondeat superior liability. Anything or anyone that can properly be
considered a joint employer (along with the primary employer) can therefore be found liable under a joint-
employer liability theory. Tennessee law recognizes respondeat superior liability for employers based on
the actions of employees (or other agents of an employer such as independent contractors). Binns v. Trader
Joe's E., Inc., 690 S.W.3d 241 (Tenn. 2024) (“Under the common law doctrine of respondeat superior an
employer may be held liable for the torts committed by his or her employees”) (quotations and citations
omitted). Generally, respondeat superior liability must be based on the tortious actions or inactions of
employees. Therefore, Plaintiff must plausibly allege not only that Moving Defendants are joint employers
of the employees (or other non-employee agents), but also that the Clarksville Days Inn employees
themselves violated the TVPRA through their actions or inactions.
of hotel staff,15 found that the plaintiff-victim sufficiently alleged that the franchisor defendant
was a joint employer for purposes of establishing such vicarious liability. A.M. v. Wyndham Hotels
& Resorts, Inc., 728 F. Supp. 3d 787 (S.D. Ohio 2024), amended on reconsideration sub nom. In
re Hotel TVPRA Litig., No. 2:21-CV-4933, 2024 WL 4945135 (S.D. Ohio Dec. 3, 2024). Although
“most courts have recognized that the employer control theory and the agency theory are
‘essentially the same’” A.W. v. Red Roof Inns, Inc., 2022 WL 17741050 (S.D. Ohio Dec. 16, 2022)
(quoting Satterfield v. Tennessee, 295 F.3d 611, 618 n.6 (6th Cir. 2002)), Plaintiff points to
additional specific facts establishing Moving Defendants’ control over the employment of the hotel
staff.
In particular, Plaintiff has alleged that Moving Defendants are in control of setting staffing
levels, providing job descriptions, providing benefits to staff, and controlling the training
procedures that staff must complete. (Doc. No. 46 at ¶ 153). These allegations are sufficient to
plausibly allege joint-employer status on behalf of Moving Defendants.
As noted above, however, Plaintiff also needs to plausibly allege that the staff committed
a violation of the TVPRA. This is because the actions of the employees form the basis of liability
that is imputed to joint employers under principles of respondeat superior; like any employer, a
particular joint employer is liable under respondeat superior principles only to the extent that the
joint employer’s employee(s) engaged in tortious conduct. The Court finds that the SAC plausibly
alleges that Days Inn Franchisee Defendants, as entities, could potentially have violated the
TVPRA via particular actions or inactions so as to potentially form the basis of a beneficiary-
liability-based claim under Section 1595(a). But such entity actions or inactions could have been
15 The Court notes that hotel staff could include not only “employees” as such, but also workers who are
treated as independent contractors. The Court does not see a basis for distinguishing between employees
and independent-contractor workers for purposes of employer liability (including joint-employer liability)
in the TVPRA context.
committed only via employees (or other agents) working at the Clarksville Days Inn. Construing
the SAC in Plaintiff’s favor, it plausibly alleges TVPRA violations on behalf of the Clarksville
Days Inn staff, thus laying a foundation for Moving Defendants’ joint-employer liability.
The Court therefore finds that Plaintiff has plausibly alleged vicarious liability for Moving
Defendants under this theory and accordingly Moving Defendants’ Motion is denied with regard
to Cause of Action 4 in the SAC.
3. Group Pleading
Moving Defendants argue that Plaintiff has impermissibly engaged in “group pleading” in
the SAC because (according to Moving Defendants) it contains allegations against the various
Moving Defendants named in this action without distinguishing between the Moving Defendants
as supposedly mandated by the Federal Rules of Civil Procedure. Rule 8 of the Federal Rules of
Civil Procedure requires that a complaint contain “a short and plain statement of the claim showing
that the pleader is entitled to relief”. Fed. R. Civ. P. 8(a)(2). Further, a complaint must be written
in a way so that it “give[s] the defendant fair notice of what . . . the claim is and the grounds upon
which it rests.” Bell Atlantic Corp v. Twombly, 550 U.S. 544, 545, 127 S. Ct. 1955, 167 L.Ed.2d
929 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47, 78 S. Ct. 99, 2 L.Ed.2d 80 (1957)).
Defendants claim that that the SAC “ignores the fact that the Wyndham [Moving] Defendants are
separate and distinct legal entities with a right to notice of the specific allegations made against
each of them.” (Doc. No. 67 at 7).
The Court finds that the allegations made against Moving Defendants16 collectively are
acceptable at this stage of the litigation. Specifically, the Court agrees with Plaintiff that the SAC
16 Plaintiff named the following in the SAC as the “Wyndham Brand Defendants”: Wyndham Hotels &
Resorts, Inc., Wyndham Hotel Group, LLC, and Days Inn Worldwide, Inc. (Doc. No. 46 at ¶ 19). As
previously stated, these Moving Defendants have collectively moved to dismiss the Complaint.
alleges “that the [Moving] Defendants violated the TVPRA individually and that they acted as a
joint venture and thus are mutually responsible.” (Doc. No. 84 at 25). Given the nature of this
action and the interconnectedness of Moving Defendants, there are bound to be some more general
allegations made against them all. However, this more general method of pleading can be
appropriate in cases where additional discovery may be required to more fully clarify the role
played by each of the Moving Defendants. See Opheim v. Volkswagen Aktiengesellschaft, 2021
WL 2621689 at *7 (D.N.J. June 25, 2021) (“[T]he entities here are intertwined, and more discovery
is needed to determine the precise role of each. In such circumstances, there is no need to dismiss
the complaint [on the basis of the plaintiff inadequately distinguishing between multiple
defendants].”); see also Cole v. City of Memphis, No. 13-CV-02117-JPM-DKV, 2013 WL
2443242, at *4 (W.D. Tenn. June 4, 2013). The Court finds that these circumstances are present
here, because the SAC plausibly suggests that at least one of the Moving Defendants is liable, that
the various Moving Defendants bear a close relationship within an organizational structure of
various entities, that the role of the various Moving Defendants in the alleged misconduct is
naturally opaque to an outsider like Plaintiff, and that more discovery naturally is necessary to
determine which one(s) of the Moving Defendants may be liable for the alleged misconduct.
Furthermore, unlike situations where defendants had claims against them dismissed
because they were not even mentioned in the body of the complaint, Plaintiff has clearly named
“[each Moving Defendant] in her Complaint and made allegations specific” to the Moving
Defendants collectively. M.A., 425 F. Supp. 3d at 973. Moreover, the SAC’s structure is
appropriate given the nature of the pleadings, and Plaintiff’s grouping fairly organizes her
allegations in this context. This is unlike other instances where courts have dismissed complaints
for reflecting “shotgun pleading” where plaintiffs “make it virtually impossible for a defendant to
know which allegations of fact are intended to support which claims for relief.” Arnold v.
CooperSurgical, Inc., 681 F. Supp. 3d 803, 824 (S.D. Ohio 2023). The Court therefore finds that
the allegations are adequate to meet the notice requirement of Rule 8 and Twombly, and therefore
declines to grant Moving Defendants’ Motion on this basis.
CONCLUSION
For the reasons stated herein, the Motion (Doc. No. 66) will be DENIED.
An appropriate corresponding order will be entered.
Che Ruck
UNITED STATES DISTRICT JUDGE