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Carter v. Rudinplay, Inc.

United States District Court, S.D. Alabama, Southern Division

May 7, 2018

TONJA B. CARTER, in her capacity as Personal Representative of the ESTATE OF NELLE HARPER LEE, Plaintiff,
RUDINPLAY, INC., Defendant.



         This matter comes before the Court on defendant's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue (doc. 13). The Motion has been extensively briefed, and is now ripe for disposition.[1] Also pending is Plaintiff's Motion to Strike (doc. 29).[2]

         I. Background.

         On March 13, 2018, plaintiff, Tonja B. Carter, in her capacity as Personal Representative of the Estate of Nelle Harper Lee, filed a Complaint (doc. 1) seeking declaratory judgment against defendant, Rudinplay, Inc. Carter filed an Amended Complaint (doc. 12) as of right on April 6, 2018. Well-pleaded allegations of the Amended Complaint reflect that Nelle Harper Lee, author of the well-known novel To Kill a Mockingbird (the “Novel”), was a citizen of Monroe County, Alabama, at all relevant times until her death on February 19, 2016, and that Carter is a citizen of Monroe County, Alabama. (Doc. 12, ¶¶ 1-2.) The Amended Complaint identifies Rudinplay as a New York-based theater production company whose principal is Scott Rudin. (Id., ¶ 3.)

         The Amended Complaint relates to a contract (the “Agreement”) entered into between Lee and Rudinplay on June 29, 2015. (Id., ¶ 9.) By the terms of the Agreement, Rudinplay agreed to pay Lee the sum of $100, 000 in exchange for the right to adapt the Novel into a stage play (the “Play”). (Id., ¶ 13.) The parties' dispute centers on Paragraph 12 of the Agreement, which provides in relevant part that “the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters.” (Doc. 12, Exh. A, ¶ 12.) Carter, as Personal Representative of Lee's Estate, seeks a declaratory judgment that the Play developed and produced by Rudinplay violates Paragraph 12 in three specific respects, to-wit: its depiction of the legal proceedings against Tom Robinson and its alteration of the characters Atticus Finch and Jem Finch. (Doc. 12, at 13-14.) The core of the parties' dispute is whether the Play violates Paragraph 12 and, if so, whether Carter is entitled to any legal or equitable remedy under the Agreement. Carter seeks a declaratory judgment from this Court that the Play violates Paragraph 12 in the specified respects, while Rudinplay denies that any such violation exists or that the Agreement authorizes the relief sought.

         For purposes of the pending Motion to Dismiss, other relevant aspects of the Agreement provide as follows: (i) a condition precedent to Lee's approval of the playwright was that such playwright must agree to certain requirements and restrictions on the Play's performances in Alabama, including “an annual performance of the Play in Monroeville, AL” and “a restriction against any license for performance of the Play within sixty (60) miles of the city limits of Monroeville, AL” (doc. 12, Exh. A, ¶ 2(a)); (ii) the Play was initially to be staged “on Broadway or in the West End of London” (id., ¶ 4); (iii) Lee was to be paid certain royalties on an ongoing basis for each production of the Play presented by or under license from Rudinplay (id., ¶ 5), as well as a share of the proceeds of any sale or other disposition of subsidiary rights in the Play (id., ¶ 6), and a share of net profits from the initial production (id., ¶ 7); (iv) Lee was granted the right to prior, written approval of the playwright, the right to review the script of the Play, and the right to make comments (id., ¶ 12); and (v) if Lee had concerns with the script, then Rudinplay was to be given prompt notice and an opportunity to discuss resolution of same (id.). Rudinplay has now filed a Motion to Dismiss pursuant to Rule 12(b)(2), Fed.R.Civ.P., or alternatively, to transfer this action to the U.S. District Court for the Southern District of New York pursuant to 28 U.S.C. § 1404(a). In support of this Motion, Rudinplay submits evidence of the following facts: (i) Rudinplay is a New York-based company with its principal place of business in New York; (ii) neither Rudinplay nor its principal, Scott Rudin, has any relationship to or maintains any ongoing contacts with Alabama; (iii) Rudinplay did not negotiate the Agreement directly with Lee in Alabama, but instead dealt with her New York-based attorney and Andrew Nurnberg, her London-based literary agent; (iv) the Agreement was addressed to Lee in care of Nurnberg in the United Kingdom; (v) Rudinplay and its agents did not negotiate with anyone in Alabama; (vi) Rudinplay paid the requisite $100, 000 to Lee under the Agreement by mailing a check to Nurnberg in London, England; (vii) Rudinplay sent the draft script to Nurnberg in London; (viii) Rudinplay communicated with Nurnberg in London about the script and the Play in September 2017, and met with Nurnberg and plaintiff, Carter, in New York in February 2018 to discuss the script; and (ix) the Play is currently set to premiere in New York on December 13, 2018, and is being developed, rehearsed and produced entirely in New York. (Doc. 13, at 6-8.) According to defendant, “the only contact between Rudinplay and Alabama” was a single brief telephone call between Rudinplay and Carter on September 25, 2017. (Id. at 2-3.) On that basis, Rudinplay seeks dismissal of this action for lack of personal jurisdiction or, alternatively, transfer to the Southern District of New York.

         II. Analysis.

         A. Personal Jurisdiction and Rudinplay.

         “A plaintiff seeking the exercise of personal jurisdiction over a nonresident defendant bears the initial burden of alleging in the complaint sufficient facts to make out a prima facie case of jurisdiction.” United Technologies Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009); see also Louis Vuitton Malletier, S.A. v. Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013) (similar). “A prima facie case is established if the plaintiff presents affidavits or deposition testimony sufficient to defeat a motion for judgment as a matter of law.” PVC Windoors, Inc. v. Babbitbay Beach Const., N.V., 598 F.3d 802, 810 (11th Cir. 2010). “It goes without saying that, where the defendant challenges the court's exercise of jurisdiction over its person, the plaintiff bears the ultimate burden of establishing that personal jurisdiction is present.” Oldfield v. Pueblo De Bahia Lora, S.A., 558 F.3d 1210, 1217 (11th Cir. 2009) (citation omitted). “Where the plaintiff's complaint and supporting evidence conflict with the defendant's affidavits, the court must construe all reasonable inferences in favor of the plaintiff.” Diamond Crystal Brands, Inc. v. Food Movers Int'l, Inc., 593 F.3d 1249, 1257 (11th Cir. 2010) (citation omitted).

         1. Jurisdictional Facts.

         Carter has submitted both factual allegations in her Amended Complaint and affidavits and other exhibits in an effort to meet her burden of establishing this Court's personal jurisdiction over Rudinplay. The jurisdictional facts shown by Carter (construing all reasonable inferences and resolving all evidentiary conflicts in her favor) include the following: On October 14, 2013, defendant's agent David Rogers contacted Carter, who was Lee's attorney and co-literary agent, at Carter's office in Monroeville, Alabama via both voicemail and e-mail. (Carter Decl. (doc. 28, Exh. 5), at ¶¶ 3, 4, 7 & Exh. B.) In those communications, Rogers identified himself as Scott Rudin's director of development, and wrote, “We are curious to know who controls dramatic rights for TO KILL A MOCKINGBIRD, and with whom we might have a conversation about major stage adaptations.” (Id. at ¶ 7 & Exh. B.)[3] The October 14 e-mail specified that Rogers had also left Carter “a voicemail at Barnett, Bugg, Lee & Carter, ” a Monroeville, Alabama law firm. (Id. at ¶¶ 2, 7 & Exh. B.) On October 16, 2013, Rogers sent another e-mail to Carter in Monroeville, Alabama, stating that he “wanted to follow up” and that “[w]e are eager as ever to hear from you.” (Id. at ¶ 8 & Exh. C.) An exchange of multiple e- mails between Carter and Rogers followed, with Carter identifying the current dramatic rights holders, and Rogers inquiring, “What if we were interested in commissioning a new adaptation, would that conversation begin with you?” (Id. at ¶ 9 & Exh. D.) In response to Rogers' question, Carter answered affirmatively, then put Rogers in touch with Carter's “co-agent Andrew Nur[n]berg.” (Id. at ¶ 9 & Exh. F.) Those overtures by and communications between Rudinplay's agent and Carter in Alabama jumpstarted the dialogue that culminated in the Agreement between Lee and Rudinplay. (Id. at ¶ 10.)[4] The Agreement was signed by Lee in Monroeville, Alabama. (Id. at ¶ 13.)

         Plaintiff's evidence also shows a series of interactions between Rudinplay's principal, Scott Rudin, and Carter after dissemination of a draft script. On September 25, 2017, Rudin contacted Carter telephonically in Monroeville, Alabama, to discuss her initial reaction to the script. During the ensuing 30-minute conversation, Carter expressed reservations to Rudin that the script altered certain characters (including Atticus Finch) and was not consistent with 1930s small-town Alabama. (Id. at ¶ 17.)[5] Rudin reassured Carter that he would address those concerns to make sure the Estate would be satisfied with the final product. (Id.) Months later, on February 16, 2018, Carter participated in an in-person meeting with Rudin in New York to air her concerns about the latest version of the script, particularly those pertaining to alleged alteration of characters (Atticus Finch and Jem Finch), alteration of the story as to the legal proceedings against Tom Robinson, and failure to depict fairly 1930s small-town Alabama. (Id. at ¶ 19.) Rudin was not receptive to Carter's critique. (Id.) Discussions between Carter and Rudinplay escalated in the form of an exchange of letters in early March 2018. (Id. at ¶¶ 20-21.) In particular, on March 5, 2018, Carter sent a lengthy letter to Rudinplay in New York from her office in Alabama chronicling her dissatisfactions with the script and her contention that it violated Paragraph 12 of the Agreement in numerous ways. (Id. at ¶ 20.) On March 9, 2018, Rudinplay's New York counsel sent a letter to Carter's Monroeville, Alabama address responding to her expressions of concern, indicating that Rudinplay “wants to work with the Estate of Harper Lee, as appropriate, regarding this project, ” emphasizing that it was “no longer possible” to make extensive changes to the script, and proposing another in-person meeting in New York because Rudin's schedule precluded him from travelling to Monroeville. (Id. at ¶ 21 & Exh. G.) Four days later, Carter filed her Complaint in this District Court seeking a declaratory judgment that the Play violates Paragraph 12 of the Agreement.

         2. Minimum Contacts and Due Process.

         It is well settled that “Alabama's long-arm statute permits the exercise of personal jurisdiction to the fullest extent constitutionally permissible.” Sloss Industries Corp. v. Eurisol, 488 F.3d 922, 925 (11th Cir. 2007). Therefore, the critical question for purposes of the pending Rule 12(b)(2) Motion is whether the exercise of personal jurisdiction over Rudinplay here would comport with due process guarantees. Carter's position is that due process permits the exercise of personal jurisdiction over Rudinplay on a specific jurisdiction theory. “Specific jurisdiction refers to jurisdiction over causes of action rising from or related to a defendant's actions within the forum.” PVC Windoors, 598 F.3d at 808 (citation and internal quotation marks omitted). Specific jurisdiction is appropriate if “the defendant's suit-related conduct … create[s] a substantial connection with the forum State.” Walden v. Fiore, 134 S.Ct. 1115, 1121, 188 L.Ed.2d 12 (2014). “In specific personal jurisdiction cases, we apply the three-part due process test, which examines: (1) whether the plaintiff's claims ‘arise out of or relate to' at least one of the defendant's contacts with the forum; (2) whether the nonresident defendant ‘purposefully availed' himself of the privilege of conducting activities within the forum state, thus invoking the benefit of the forum state's laws; and (3) whether the exercise of personal jurisdiction comports with ‘traditional notions of fair play and substantial justice.'” Luis Vuitton, 736 F.3d at 1355 (citations omitted). Carter bears the burden of establishing each of the first two prongs, after which Rudinplay must make a “compelling case” that exercising jurisdiction would violate traditional notions of fair play and substantial justice. Id.

         As noted, the first prong of the specific jurisdiction analysis examines whether the plaintiff's claims arise out of or relate to the defendant's forum contacts. See Louis Vuitton, 736 F.3d at 1355 (“A fundamental element of the specific jurisdiction calculus is that plaintiff's claim must arise out of or relate to at least one of the defendant's contacts with the forum.”) (citation and internal marks omitted). This inquiry “must focus on the direct causal relationship between the defendant, the forum, and the litigation.” Id. at 1355-56 (citations omitted). It cannot reasonably be disputed that Carter's claims arise out of Rudinplay's contacts with Alabama. After all, those Alabama contacts include Rudinplay reaching out to Harper Lee's attorney in Alabama about adapting the Novel into a play, entering into an agreement with Lee about such a stage adaptation, and having communications with the Estate's attorney (Carter) in Alabama concerning the implementation of that agreement. The claims presented by Carter against Rudinplay in the Amended Complaint plainly satisfy the “arising out of” or relatedness prong, and the requisite relationship among Rudinplay, Alabama, and Carter's Amended Complaint is easily demonstrated. Defendant does not argue otherwise. The first prong is satisfied.

         At the heart of the parties' jurisdictional dispute is the second prong of the due process test for specific jurisdiction, which requires Carter to show that Rudinplay purposefully availed itself of the privilege of conducting activities in Alabama, thus invoking the benefit of Alabama's laws. The traditional test for purposeful availment, which applies here, focuses on whether the defendant has minimum contacts with the forum state. See, e.g., Luis Vuitton, 736 F.3d at 1357 (describing and applying “the traditional minimum contacts test for purposeful availment applicable in contract and tort cases alike”). This test looks to whether the nonresident defendant's contacts with the forum state “(1) are related to the plaintiff's cause of action; (2) involve some act by which the defendant purposefully availed himself of the privileges of doing business within the forum; and (3) are such that the defendant should reasonably anticipate being haled into court in the forum.” Id. (citation omitted). “[W]hen inspecting a contractual relationship for minimum contacts, we follow a ‘highly realistic approach' that focuses on the substance of the transaction: prior negotiations, contemplated future consequences, the terms of the contract, and the actual course of dealing.” Diamond Crystal, 593 F.3d at 1268 (citation omitted).[6]

         Utilizing the Eleventh Circuit's “highly realistic approach, ” the Court readily concludes that Rudinplay had sufficient minimum contacts with Alabama to satisfy the purposeful availment prong. A critical fact - conspicuously omitted from defendant's Rule 12(b)(2) Motion - is that Rudinplay initiated contact with Harper Lee's representatives in Alabama via a series of persistent communications (electronic and voice) in October 2013. Indeed, Rudinplay deliberately reached out to Lee's personal counsel in Alabama in a targeted manner for the purpose of soliciting a continuing business relationship with Lee in Alabama. That fact alone weighs heavily in favor of a finding of purposeful availment.[7] As for contemplated future consequences of the contract, contrary to defendant's unsupported characterization, Rudinplay and Lee did not enter into “an isolated transaction for a one-time grant of rights.” (Doc. 13, at 13, 15.) Rather, as reflected in both the terms of the Agreement and the parties' discussions relating to same, both sides anticipated an ongoing business relationship spanning a period of years relating to the adaptation of the Novel into a play, including, inter alia, (i) Lee designating Rudinplay as her sole and exclusive agent for a 12-month period to procure a playwright for such adaptation; (ii) Lee's right to approve or reject the playwright selected by Rudinplay; (iii) Rudinplay having a 24-month option to produce an initial first-class production of the Play on Broadway or in the West End of London; (iv) Rudinplay paying certain royalties and net profits to Lee; (v) Lee having the right to review and comment on the script; (vi) Lee being required to notify Rudinplay of concerns that the Play derogates or departs from the spirit of the Novel or alters its characters; (vii) Rudinplay being afforded an opportunity to discuss with Lee any resolution of such concerns; and (viii) the possibility that Rudinplay would arrange a press event in Monroeville, Alabama to announce a local professional presentation of the Play.[8]

         Simply put, the Lee/Rudinplay business relationship was contemplated by the parties to be a far cry from the “one-shot operation” at issue in Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 994 (11th Cir. 1986), to which Rudinplay would liken this case. (See doc. 13, at 13.) This distinction is important because Supreme Court teachings confirm that “with respect to interstate contractual obligations, … parties who reach out beyond one state and create continuing relationships and obligations with citizens of another state are subject to regulation and sanctions in the other State for the consequences of their activities.” Burger King v. Rudzewicz, 471 U.S. 462, 473, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (citations and internal quotation marks omitted). After all, “where individuals purposefully derive benefit from their interstate activities, … it may well be unfair to allow them to escape having to account in other States for consequences that arise proximately from such activities; the Due Process Clause may not readily be wielded as a territorial shield to avoid interstate obligations that have been voluntarily assumed.” Id. at 474 (emphasis added and citation omitted). That principle is dispositive of Rudinplay's jurisdictional argument. Rudinplay reached out from New York, actively sought out and deliberately created a continuing business relationship - along with attendant continuing obligations - with Lee in Alabama for the purpose of deriving benefit.

         Having intentionally pursued and voluntarily assumed such obligations in Alabama, Rudinplay cannot utilize the Due Process Clause to evade ...

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