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Graduation Solutions, LLC v. Acadima, LLC

United States District Court, D. Connecticut

July 31, 2018

Graduation Solutions, LLC Plaintiff,
v.
Acadima, LLC and Alexander Loukaides Defendants.

          MEMORANDUM OF DECISION ON DEFENDANT, ALEXANDER LOUAKDIES', MOTION TO DISMISS [DKT. 36]

         I. Introduction

         Plaintiff, Graduation Solutions, LLC (“Graduation Solutions” or “Plaintiff”), initiated this action asserting the following causes of action: (1) copyright infringement under 17 U.S.C. § 101, et. seq.; (2) trade dress infringement under section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); (3) false advertising under section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); (4) a violation of Connecticut Unfair Trade Practices Act (“CUTPA”), Conn. Gen. Stat. § 42-110a, et seq.; (5) a violation of Connecticut's common law prohibition against unfair competition; and (6) unjust enrichment. Before the Court is Defendant Alexander Loukaides' (“Loukaides”) Motion to Dismiss for failure to state a claim and for lack of personal jurisdiction. For the following reasons, the Motion is DENIED.

         II. Background

         Graduation Solutions is a Nevada limited liability company with a principal place of business in Greenwich, Connecticut. [Dkt. 31(Second Am. Compl.) ¶ 7]. Plaintiff sells graduation apparel and accessories through its online website (“GS Website”), which includes original works of authorship that have been registered with the United States Copyright Office. See Id. ¶¶ 7-8, 53-54. The GS Website contains notifications “that the copyrights, trade dress and/or other intellectual properties contained therein are owned, controlled and/or licensed by Plaintiff.” Id. ¶ 52.

         Defendant Acadima, LLC (“Acadima”) is a Texas limited liability company with a principal place of business in Dallas, Texas. See Id. ¶ 11. Acadima owns and operates a website (“Acadima Website”), which sells graduation apparel and accessories. See Id. ¶ 11. Filings with the Texas Secretary of State show that Acadima was formed on October 26, 2015. See Id. ¶ 13. Based on the Texas Secretary of State's database, Loukaides is the owner and sole managing member of Acadima. See Id. ¶¶ 14-15. Loukaides is listed as the registrant contact, administrative contact, and technical support contact.[1] See Id. ¶ 16. Loukaides has an address in Dallas and Richardson, Texas. See Id. ¶ 17. He is listed as the registrant contact, administrative contact and technical support contact for five additional and similar websites, known as the following: “Gradshop Website, ” “Graduation Cap and Gown Website, ” “Graduation Apparel Website, ” “Churchgoers Website, ” and “Churchlings Website” (collectively, “Loukaides' Websites”).[2] See Id. ¶¶ 22, 26, 30, 32, 34, 36. The Second Amended Complaint asserts Acadima is the owner and operator of Loukaides' Websites.[3]See Id. ¶¶ 23, 28, 31, 33, 35, 37.

         The Acadima Website provides a toll-free number that customers can use when making a purchase. See id ¶ 39. In addition, customers can request samples directly from the Acadima Website. See Id. The process of obtaining these samples requires the requestor to enter his/her address in provided text fields. See Id. The requestor must select a State from a dropdown list; this list includes Connecticut. See Id. Defendants also have sales representatives across the United States, some who are believed to conduct business in Connecticut. See Id. ¶ 43. Defendants run and operate a Gradshop Facebook page, where customers throughout the country can make comments and lodge complaints. See Id. ¶ 44.

         Plaintiffs Chief Executive Officer is Matthew Gordon (“Gordon”), who lives in Connecticut and worked in Connecticut and New York during the relevant time. See Id. ¶ 45. On March 2, 2014, Loukaides messaged Gordon through LinkedIn “to see whether their two companies could do business together.” Id. ¶ 47. On March 10, 2014, Loukaides emailed Gordon to discuss working against Plaintiff's current manufacturer. See Id. ¶ 48-49. Loukaides stated “if we can't find a way of getting [the manufacturer] to close down [its websites] it may be the case that we might just have to put up a site similar to theirs so we can compete on pricing.” Id.

         Plaintiff alleges that the Defendant intentionally copied language from the GS Website and placed that language on the Acadima Website. See Id. ¶ 64. Plaintiff further alleges other elements from the GS Website were copied and used on the Acadima Website, Graduation Apparel Website, and the Gradshop Website. See Id. ¶¶ 65-67. The Defendant's actions are believed to have caused and will continue to cause damages and irreparable harm to Plaintiff, such as past and future loss of goodwill and customer confusion. See Id. ¶¶ 80-81.

         On April 26, 2016, Plaintiff's employee, Kristoff Albanese (“Albanese”), contacted Loukaides by email alerting Loukaides that the Acadima Website is using Plaintiff's “branded images.” Id. ¶ 83. Then on May 4, 2016, Albanese emailed Loukaides stating, in part, that “it appears that [Loukaides'] team removed the copyright materials.” Id. ¶ 84. On January 18, 2017, after an email exchange between Loukaides and Albanese, Loukaides sent an email that stated, “Not sure I see the similarities but I am pleased that you had the opportunity to visit our sites and admire our work.” Id. ¶ 85. On January 22, 2017, Loukaides said “[t]o be honest I don't really watch over the it side that much.” Id. ¶ 86. From January 22, 2017 through May 17, 2017, Loukaides began sending Albanese several emails in an attempt to recruit him for employment. See Id. ¶ 87-88.

         Loukaides is purported to have transferred ownership of Acadima to Frank A. Seviane (“Seviane”) in the Spring of 2016. See Id. ¶ 101. On August 9, 2017, Acadima filed for Chapter 7 bankruptcy under Title 11 of the United States Code. See Id. ¶ 102. The filing was signed by Seviane and he appeared on behalf of Acadima at the meeting of creditors. See Id. ¶¶ 103, 107. At the meeting of creditors, Seviane disclosed that Acadima generated nearly $2, 500, 000 in revenue up to the time of filing and that he purchased Acadima for $10, 000. See Id. ¶ 108. The Second Amended Complaint asserts this transfer of ownership was not made in exchange for fair consideration. See Id. ¶ 109. When the Second Amended Complaint was filed, Acadima was still operating despite the Chapter 7 bankruptcy filing and the Loukaides' Websites were still misusing the Plaintiff's intellectual property. See Id. ¶¶ 97, 114-15.

         On January 10, 2018, Plaintiff received an unsolicited email from Anais Lu (“Lu”)[4], which states, “Loukaides did indeed bankrupt Acadima LLC purposefully to avoid damages brought on by this lawsuit.” Id. ¶ 99. The email from Lu also states that Loukaides has a home in Dallas, Texas and is currently residing in Irvine, California. See Id. ¶ 99.

         On February 20, 2018, Acadima by and through counsel filed a Motion to Dismiss pursuant to Federal Rules of Civil Procedures 12(b)(6), which alleges the claims against Acadima are barred under the equitable mootness doctrine. See [Dkt. 35 (Acadima Mot. to Dismiss)]. The Court denied Acadima's Motion to Dismiss for failing to provide proper legal authority which could afford the requested relief. [Dkt. 44 (Order)].

         Also on February 20, 2018, Loukaides by and through counsel filed a Motion to Dismiss pursuant to Federal Rules of Civil Procedures 12(b)(2) and 12(b)(6) which the court considers now. [Dkt. 37 (Mot. to Dismiss)]. Loukaides' Motion first argues the complaint fails under Rule 12(b)(6) because (1) Loukaides is not an owner of Acadima and is not liable even if the corporate veil could be pierced, and (2) Plaintiff failed to allege sufficient facts to pierce the corporate veil. See Id. In addition, Loukaides alleges the complaint fails under Rule 12(b)(2) because the court lacks a personal jurisdiction over him. See Id.

         III. Stand ...


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