United States District Court, D. Connecticut
MEMORANDUM OF DECISION GRANTING IN PART AND DENYING
IN PART DEFENDANT'S MOTION TO DISMISS [DKT. NO.
Vanessa L. Bryant United States District Judge.
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.
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. ¶
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].
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
produced the prototype in late November 2015, but did not
deliver it to the Plaintiff. [Compl. ¶ 8].
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].
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].
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.
Lack of Personal Jurisdiction
Standard of Review
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.
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
Connecticut Long-Arm Jurisdiction
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