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The Bull Bag, LLC v. Remorques Savage, Inc.

United States District Court, D. Connecticut

August 30, 2017

THE BULL BAG, LLC, Plaintiff,


          Hon. Vanessa L. Bryant United States District Judge.

         I. Introduction

         Plaintiff The Bull Bag, LLC brings this action for breach of contract, violations of the Connecticut Uniform Trade Secrets Act (“CUTSA”), Conn. Gen. Stat. § 35-50, violations of the Connecticut Unfair Trade Practices Act (“CUTPA”), Conn. Gen. Stat. § 42-110a et seq., and for negligent misrepresentation. For the reasons that follow, the Defendant's Motion to Dismiss [Dkt. No. 16] is GRANTED IN PART and DENIED IN PART.

         II. Background

         Unless otherwise noted, the facts in this section are taken from the Plaintiff's complaint. The Plaintiff is a limited liability company, doing business in Killingsworth, Connecticut and authorized to do business in Connecticut. [Compl. ¶ 1]. The Defendant is a Canadian corporation doing business in Sherbrooke, Quebec, Canada. [Compl. ¶ 2].

         In May 2015, the parties began exchanging emails about Defendant's potential construction of a trailer custom-built to Plaintiff's design specifications. [Compl. ¶ 5]. In August 2015, the parties reached an agreement via email, in which the Defendant agreed to construct this trailer and deliver that trailer to Connecticut for use in Connecticut. [Compl. ¶¶ 3-4]. This agreement took the form of a purchase order dated August 17, 2015 for production of a prototype. [Compl. ¶ 7]. The purchase order does not specify who would design the trailers or who would own any intellectual property rights to the trailer's design. [Dkt. No. 16-4]. The Plaintiff began feeling dissatisfied with production delays in November 2015. [Compl. ¶ 9].

         The parties had a breakdown in their working relationship, which led to the termination of this relationship on or about December 2, 2015. [Compl. ¶ 10]. This breakdown was precipitated not only by delays, but by Plaintiffs belief that the Defendant misrepresented that it would keep the Plaintiff's design specifications confidential and would use the design solely to build products for the Plaintiff. [Compl. ¶ 26]. The Defendant submitted copies of December 1, 2015 emails memorializing the breakdown.

• The first communication in the email chain filed with the Court, from Plaintiff's Chief Executive Officer Paul G. DiSpazio, states, “Please inform me if you [would] like to move forward with the agreement, without the requested requirements we cannot continue our relationship.” [Dkt. No. 16-7 at 2]. (The referenced agreement and requested requirements were not submitted with the Defendant's exhibits.)
• An unnamed representative of the Defendant replied, “My plans are not to be used by [an]other manufacturer. Confirm [to] me that and [sign an] NDA agreement [and] you'll get [the] plans.” [Dkt. No. 16-7 at 3].
• DiSpazio replied, “The engineering cost was part of your quote for the trailer, we have the prototype specifications we sent to your many months back. If you cannot supply us with trailers based on our schedule we have the right to go elsewhere. I will not budge or negotiate on this [any] longer, I need to move forward today with our crane supplier.” [Dkt. No. 16-7 at 3].
• Defendant's Sales Director Martin Bouchard replied that the Defendant had consulted an attorney who advised it that the Defendant held the intellectual property rights to the trailer's design, and that they could grant the Plaintiff these rights “but not for free and not because you told[] us the measurements of the trailers.” [Dkt. No. 16-7 at 4]. The email further stated that “you signed an order and you committed yourself by email and over the phone. So I will deliver the trailer to you next week.” [Dkt. No. 16-7 at 4].
• DiSpazio replied, “I'm sorry this is not what was discussed, we will not be accepting the trailer and ceasing our relationship with you.” [Dkt. No. 16-7 at 5].

         Defendant produced the prototype in late November 2015, but did not deliver it to the Plaintiff. [Compl. ¶ 8].

         Plaintiff claims that the Defendant threatened to sell the prototype to a third party if the Plaintiff did not pay for the prototype. [Compl. ¶ 13]. Plaintiff also alleges upon information and belief that the Defendant is improperly using elements of the prototype's design for other customers' products. [Compl. ¶ 15].

         On November 25, 2016, Plaintiff served a summons with a copy of the civil cover sheet and complaint on the Defendant, but did not include with these documents copies of the Court's Order re: Chambers Practices [Dkt. No. 5], the Electronic Filing Order [Dkt. No. 3], the Order on Pretrial Deadlines [Dkt. No. 2], or the Protective Order [Dkt. No. 4], as required by the Court's October 19, 2017 Notice to Counsel/Pro Se Parties [Dkt. No. 6].

         The Defendant has moved to dismiss this case for lack of personal jurisdiction, insufficient process, and for failure to state a claim for which relief may be granted.

         III. Lack of Personal Jurisdiction

         A. Standard of Review

         A civil action should be dismissed if the Court lacks personal jurisdiction over a party. See Fed. R. Civ. P. 12(b)(2). “When responding to a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, the plaintiff bears the burden of establishing that the court has jurisdiction over the defendant.” Am. Wholesalers Underwriting, Ltd. v. Am. Wholesale Ins. Grp., Inc., 312 F.Supp.2d 247, 251 (D. Conn. 2004) (citing Robinson v. Overseas Military Sales Corp., 21 F.3d 502, 507 (2d Cir. 1994)). Prior to discovery, a plaintiff may defeat a motion to dismiss based on legally sufficient allegations of jurisdiction and by making a prima facie case of jurisdiction. Id. (citing Ball v. Metallurgie Hoboken- Overpelt, S.A., 902 F.2d 194, 197 (2d Cir. 1990)). “When considering a Rule 12(b)(2) motion, the court construes any factual averments and resolves all doubts in the plaintiff's favor.” Am. Wholesalers Underwriting, 312 F.Supp.2d at 251 (citing CutCo Indus., Inc. v. Naughton, 806 F.2d 361, 365 (2d Cir. 1986)).

         B. Analysis

         “In diversity cases, federal courts must look to the forum state's long-arm statute to determine if personal jurisdiction may be obtained over a nonresident defendant.” Savin v. Ranier, 898 F.2d 304, 306 (2d Cir. 1990). To establish a prima facie case of personal jurisdiction, a plaintiff must (1) allege facts sufficient to show that the forum state's long-arm statute reaches a defendant; and (2) establish that the court's exercise of jurisdiction will not violate due process. Chirag v. MT Marida Marguerite Schiffarhrts, 933 F.Supp.2d 349, 352 (D. Conn. 2013), aff'd, 604 F. App'x 16 (2d Cir. 2015).

         1. Connecticut Long-Arm Jurisdiction

         Connecticut's long-arm statute provides:

Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in ...

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