Christina v. Pitt

KELLI CHRISTINA, Plaintiff, v. BRAD PITT, ET AL., Defendants.

CIVIL ACTION NO. 4:20-CV-00534-CAN

UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS SHERMAN DIVISION

November 12, 2020

MEMORANDUM OPINION AND ORDER

Pending before the Court is Defendant Brad Pitt's Motion to Dismiss [Dkt. 27] and Defendants Make it Right Foundation, Make it Right NMTC, LLC, and Make it Right-Solar, Inc.'s Motion to Dismiss [Dkt. 28]. After reviewing the Response [Dkt. 30], Replies [Dkts. 32; 33], Sur-reply [Dkt. 35], and all other relevant filings, and after conducting a videoconference hearing [Dkt. 37], the Court finds the Motions to Dismiss [Dkts. 27; 28] should each be GRANTED. Plaintiff Kelli Christina's claims against Defendants Brad Pitt, Make it Right Foundation, Make it Right NMTC, LLC, and Make it Right-Solar, Inc. are hereby DISMISSED WITHOUT PREJUDICE.

BACKGROUND

Plaintiff Kelli Christina ("Plaintiff"), a Texas resident, originally filed this action in the 471st Judicial District Court in Collin County, Texas, on June 12, 2020, asserting claims for breach of contract, fraud, fraudulent inducement, conspiracy to commit fraud, negligent misrepresentation, and unjust enrichment [Dkts. 1-3 at 5, 11-16; 5 at 1, 7-11; 11 at 1]. On July 13, 2020, Defendants Brad Pitt, Make it Right Foundation, Make it Right NMTC, LLC, and Make it Right-Solar, Inc. (collectively, "Defendants") timely filed a Notice of Removal, removing the case to the Eastern District of Texas [Dkt. 1]. After the case was referred to the undersigned for any and all further proceedings, including trial, entry of final judgment, and all post-judgment hearings, in accordance with 28 U.S.C. § 636(c) and the consent of the Parties [Dkt. 22], the Court denied Plaintiff's Motion to Remand [Dkt. 11] on September 14, 2020 [Dkt. 24], finding removal to federal court on the basis of diversity jurisdiction proper.¹ The same day, Plaintiff filed her First Amended Complaint [Dkt. 25]—the live pleading. Relevant to consideration of the pending Motions, Defendants agreed to accept service of the Amended Complaint.

Amended Complaint

Plaintiff's Amended Complaint asserts the same six causes of action as her original petition: breach of contract, fraud, fraudulent inducement, conspiracy to commit fraud, negligent misrepresentation, and unjust enrichment [Dkt. 25 at 5-10]. Plaintiff's live pleading alleges she was approached in 2018 by Defendant Brad Pitt ("Defendant Pitt") to raise money for Defendant Make it Right Foundation's charitable cause of sustainable redevelopment in New Orleans, Louisiana [Dkt. 25 at 2-3]. Plaintiff further alleges she entered into a business agreement with Defendant Pitt whereby Plaintiff would "organize and market to the general public" certain fundraising events for Defendant Make it Right Foundation and whereby Defendant Pitt would appear at these events in exchange for money [Dkt. 25 at 3]. Plaintiff claims she upheld her part of the business agreement by organizing, promoting, and marketing the events and paying $40,000.00 to Defendants "with the understanding that [Defendant] Pitt would make an appearance" [Dkt. 25 at 3]. Plaintiff further claims she made these payments "to different bank accounts Defendants owned in different banks" [Dkt. 25 at 4]. Plaintiff states Defendant Pitt failed to make an appearance on five different occasions despite Plaintiff's payments, and thatDefendants or their representatives "made assurances" that Defendant Pitt's failure to appear was "due to unpredictable circumstances" but that Defendant Pitt would make an appearance at future events [Dkt. 25 at 3]. Still, Defendant Pitt did not appear at any event organized by Plaintiff [Dkt. 25 at 3-4]. After Defendant Pitt's fifth failure to appear, Plaintiff "stopped sending payments" [Dkt. 25 at 4]. Plaintiff contends she "sent a notice letter to Defendants requesting a refund of the payments" after Defendant Pitt's "fourth failure to make an appearance" [Dkt. 25 at 4]. Plaintiff further contends this request "was wholly ignored" [Dkt. 25 at 4]. In addition to the aforementioned, according to Plaintiff, her relationship with Defendant Pitt was not only professional, but also romantic. Plaintiff claims "a personal relationship began to develop between [Plaintiff] and [Defendant] Pitt to a degree that there were discussions of marriage between the two" [Dkt. 25 at 4]. Plaintiff contends this personal relationship "quickly dissipated" after she stopped sending payments, making it impossible to discuss a refund [Dkt. 25 at 4]. In Plaintiff's view, Defendants "crafted a scheme to defraud" her [Dkt. 25 at 3].

Motions to Dismiss

On October 5, 2020, Defendant Pitt filed a Motion to Dismiss [Dkt. 27]. Defendants Make it Right Foundation, Make it Right NMTC, LLC, and Make it Right-Solar, Inc. ("Make it Right Defendants") filed a Motion to Dismiss [Dkt. 28] the same day. Plaintiff filed a Response [Dkt. 30], Defendants filed Replies [Dkts. 32; 33], and Plaintiff filed a Sur-reply [Dkt. 35].

Both Defendant Pitt and the Make it Right Defendants assert substantially similar bases for dismissal. Primarily, Defendants argue the Court lacks personal jurisdiction, both general and specific jurisdiction, under Federal Rule of Civil Procedure 12(b)(2) because they are residents of other states and have not directed actions toward the State of Texas [Dkts. 27; 28]. In support, attached to Defendants' Motions to Dismiss are two declarations made under penalty of perjury—one by William Bradley Pitt dated September 29, 2020 ("Pitt Declaration") [Dkt. 27-1] and another by James Mazzuto, Chief Operating Officer of Make it Right Foundation, dated October 5, 2020 ("Mazzuto Declaration") [Dkt. 28-1].² In the alternative, Defendants move for partial dismissal under Federal Rule of Civil Procedure 12(b)(6) of Plaintiff's fraud-related claims because they fail to satisfy the heightened pleading requirements under Federal Rule of Civil Procedure 9(b) [Dkts. 27; 28].³

The Court held a videoconference hearing ("Hearing") on November 5, 2020, considering argument and allowing each of the Parties to clarify their positions [Dkt. 37]. The Motions to Dismiss are ripe for the Court's consideration.

LEGAL STANDARD

Under Federal Rule of Civil Procedure 12(b)(2), upon motion by a defendant, a court must dismiss a claim if the court lacks personal jurisdiction over the defendant. FED. R. CIV. P. 12(b)(2). "After a non-resident defendant files a motion to dismiss for lack of personal jurisdiction, it is the plaintiff's burden to establish that in personam jurisdiction exists." Lahman v. Nationwide Provider Sols., No. 4:17-CV-00305, 2018 WL 3035916, at *4 (E.D. Tex. June 19, 2018) (citingBullion v. Gillespie, 895 F.2d 213, 217 (5th Cir. 1990)); see also Johnston v. Multidata Sys. Intern. Corp., 523 F.3d 602, 609 (5th Cir. 2008). "To satisfy that burden, the party seeking to invoke the court's jurisdiction must 'present sufficient facts as to make out only a prima facie case supporting jurisdiction,' if a court rules on a motion without an evidentiary hearing." Lahman, 2018 WL 3035916, at *4 (quoting Alpine View Co. v. Atlas Copco AB, 205 F.3d 208, 215 (5th Cir. 2000)). But if a court holds an evidentiary hearing, a plaintiff "must establish jurisdiction by a preponderance of the admissible evidence." In re Chinese Manufactured Drywall Prods. Liab. Lit., 742 F.3d 576, 585 (5th Cir. 2014); see also Green Ice Tech., LLC v. Ice Cold 2, LLC, No. 4:17-CV-00341, 2018 WL 3207434, at *3 (E.D. Tex. June 29, 2018).

"When considering the motion to dismiss, 'allegations in a plaintiff's complaint are taken as true except to the extent that they are contradicted by defendant's affidavits.'" Lahman, 2018 WL 3035916, at *4 (quoting Int'l Truck & Engine Corp. v. Quintana, 259 F. Supp. 2d 553, 557 (N.D. Tex. 2003)) (alterations omitted); see also Cunningham v. CBC Conglomerate, LLC, 359 F. Supp. 3d 471, 476 (E.D. Tex. 2019). Defendants have submitted two declarations; no challenge or objection to the submitted declarations has been made.

ANALYSIS

A court conducts a two-step inquiry when a defendant challenges personal jurisdiction: (1) "absent a controlling federal statute regarding service of process, the court must determine whether the forum state's long-arm statute confers personal jurisdiction over the defendant"; and (2) "the court establishes whether the exercise of jurisdiction is consistent with due process under the United States Constitution." Lahman, 2018 WL 3035916, at *4 (citing Ham v. La Cinega Music Co., 4 F.3d 413, 415 (5th Cir. 1993)). "The Texas long-arm statute confers jurisdiction to the limits of due process under the Constitution"; accordingly, "the sole inquiry that remains iswhether personal jurisdiction offends or comports with federal constitutional guarantees." Lahman, 2018 WL 3035916, at *4 (citing Command-Aire Corp. v. Ont. Mech. Sales and Serv. Inc., 963 F.2d 90, 93 (5th Cir. 1992); Bullion, 895 F.2d at 216); see also Kelly v. Syria Shell Petroleum Dev. B.V., 213 F.3d 841, 854 (5th Cir. 2000). "The Due Process Clause permits the exercise of personal jurisdiction over a non-resident defendant when the defendant has established minimum contacts with the forum state 'such that maintenance of the suit does not offend traditional notions of fair play and substantial justice.'" Lahman, 2018 WL 3035916, at *4 (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). "Minimum contacts with a forum state can be satisfied by contacts that give rise to either general jurisdiction or specific jurisdiction." Lahman, 2018 WL 3035916, at *4 (citing Wilson v. Belin, 20 F.3d 644, 647 (5th Cir. 1994)).

No Waiver of Objection to Personal Jurisdiction and No Default

As an initial matter, Plaintiff argues Defendants have waived any argument regarding personal jurisdiction because Defendants' lawyer consented to accept service of Plaintiff's Amended Complaint [Dkts. 30 at 1-2; 37 at 9-10, 25]. Plaintiff...