Graves v. CAM2 Int'l LLC, Case No. 3:19-cv-05089-SRB

ARNO GRAVES et al., on behalf of themselves and all others similarly situated, Plaintiffs, v. CAM2 INTERNATIONAL LLC, SMITTY'S SUPPLY, INC.,ATWOOD DISTRIBUTING, L.P., and TRACTOR SUPPLY COMPANY, Defendants.

Case No. 3:19-cv-05089-SRB

UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI SOUTHWESTERN DIVISION

July 13, 2020

ORDER

Before the Court is Defendants Smitty's Supply Inc. ("Smitty's"), CAM2 International, LLC ("CAM2"), and Tractor Supply Company's ("Tractor Supply") (collectively, "Defendants") Motion to Dismiss. (Doc. #14).¹ For the reasons stated below, the motion is GRANTED in part and DENIED in part.

I. BACKGROUND

This dispute arises from the manufacture, sale, and marketing of tractor hydraulic fluid ("THF"). THF is a multifunctional lubricant product, designed to offer certain protective and anti-wear benefits, used in tractors and heavy equipment as a hydraulic fluid, transmission fluid, and gear oil. In the 1960s, John Deere (of Deere & Company) began manufacturing and selling a THF product called JD-303, commonly known as "303." Soon other manufacturers began to produce similar, economically priced THF products. John Deere's original JD-303 product used sperm whale oil as an ingredient, but after federal laws banning the use of sperm whale oil were passed in the 1970s, John Deere stopped selling JD-303 and formulated a new THF product. The other THF manufacturers similarly abandoned sperm whale oil as an ingredient but continued to market their economical THF products using the "303" term. This action relates to the continued use of the "303" term and whether the defendant manufacturers or retailers in this case designed, produced, and/or sold misleading, obsolete, or substandard THF products.

Defendants Smitty's and CAM2 are both manufacturers that produce and sell various 303 THF products to retailers in multiple states. At issue in this case are four specific THF products: (1) Smitty's Super S SuperTrac 303 THF ("Smitty's SuperTrac 303"); (2) Smitty's Super S 303 THF ("Smitty's Super S 303"); (3) CAM2's ProMax 303 Tractor Hydraulic Oil ("CAM2 ProMax 303"); and (4) CAM2's 303 Tractor Hydraulic Oil ("CAM2 303") (collectively, the "303 THF Products"). Defendant Tractor Supply is a retailer that markets and sells some of the 303 THF Products.² The thirteen named Plaintiffs are consumers who purchased a 303 THF Product manufactured by Smitty's and/or CAM2 and sold by retailers Tractor Supply and/orAtwood. Plaintiffs bring this class action suit pursuant to Federal Rule of Civil Procedure 23 on behalf of themselves, a multi-state class of other similarly situated consumers, and nine state-specific subclasses. The parties agree this Court has federal jurisdiction over this case pursuant to the Class Action Fairness Act of 2005 ("CAFA"), 28 U.S.C. § 1332(d).

In their third amended complaint, Plaintiffs assert Counts I-VI on behalf on themselves and the multi-state class: (1) Count I: Negligence; (2) Count II: Breach of Express Warranty; (3) Count III: Breach of Implied Warranty of Merchantability; (4) Count IV: Breach of Implied Warranty for Fitness for Particular Purpose; (5) Count 5: Unjust Enrichment; (6) Count VI: Fraud/Misrepresentation; and (7) Count VII: Negligence Misrepresentation. In addition to the claims raised in Counts I-VII, the below named Plaintiffs assert the following claims on behalf of themselves and a specific state subclass:

• (8) Count VIII: Violation of Missouri Merchandising Practices Act ("MMPA"), Mo. Rev. Stat. §§ 407.010 et seq. (asserted by Plaintiffs Graves, Nash, and Vilela on behalf of themselves and the Missouri Subclass:);

• (9) Count IX: Violation of Nebraska Consumer Protection Act ("NCPA"), Neb. Rev. St. §§ 59-1601 et seq. (asserted by Plaintiff Simpson on behalf of himself and the Nebraska Subclass);

• (10) Count X: Violation of Nebraska's Uniform Deceptive Trade Practices Act ("Neb. DTPA"), Neb. Rev. St. §§ 87-301 et seq. (asserted by Plaintiff Simpson on behalf of himself and the Nebraska Subclass);

• (11) Count XI: Violation of Ohio Consumer Sales Practices Act ("OCSPA"), R.C. §§ 1345.01 et seq. (asserted by Plaintiffs Hayes and Ortner on behalf of themselves and the Ohio Subclass);

• (12) Count XII: Violation of Oklahoma Consumer Protection Statute[s] (asserted by Plaintiffs Graves and Nash on behalf of themselves and the Oklahoma Subclass);

• (13) Count XIII: Violation of South Dakota Consumer Protection Statute[s] (asserted by Plaintiff Gisi on behalf of himself and the South Dakota Subclass);• (14) Count XIV: Violation of West Virginia Consumer Protection Statute (asserted by Plaintiffs Bias and Curry on behalf of themselves and the West Virginia Subclass).

None of the thirteen named Plaintiffs are Missouri residents, and only three (Plaintiffs Graves, Nash, and Vilela) allege they purchased a 303 THF Product in Missouri.³

Pursuant to Federal Rule of Civil Procedure 12(b)(2), Defendants seek dismissal of all claims against Smitty's and Tractor Supply by Plaintiffs due to lack of personal jurisdiction, as well as dismissal of all claims asserted against Smitty's, CAM2, and Tractor Supply by Plaintiffs Bias, Curry, Gisi, Hayes, James, Nelms, Ortner, the Shaws, and Simpson. Defendants also argue that any claims related to the sale of Smitty's 303 THF in the state of Missouri are barred by the prior settlement of a class-action lawsuit in Hornbeck v. Smitty's Supply, Inc., No. 4:18-CV-00523-NKL, and should be dismissed pursuant to Rule 12(b)(6). Defendants also seek dismissal of Plaintiff Vilela's causes of action under the doctrine of claim-splitting.

II. LEGAL STANDARD

A. Rule 12(b)(2): Lack of Personal Jurisdiction

Before considering the merits of a claim, a court must first determine that it possesses personal jurisdiction over the defendants. See Sinochem Int'l Co. v. Malaysia Int'l Shipping Corp., 549 U.S. 422, 431 (2007) (noting "a federal court generally may not rule on the merits of a case without first determining that it has jurisdiction over the category of claim in suit . . . and the parties"). "When personal jurisdiction is challenged by a defendant, the plaintiff bears the burden to show that jurisdiction exists." Fastpath, Inc. v. Arbela Techs. Corp., 760 F.3d 816,820 (8th Cir. 2014) (citing K-V Pharm. Co. v. J. Uriach & CIA, S.A., 648 F.3d at 591-92 (8th Cir. 2011)). To survive a motion to dismiss challenging personal jurisdiction, the plaintiff must plead "sufficient facts to support a reasonable inference that the defendant can be subjected to jurisdiction within the state." Creative Calling Sols., Inc. v. LF Beauty Ltd., 799 F.3d 975, 979 (8th Cir. 2015) (quoting K-V Pharm. Co., 648 F.3d at 591-92); see also Fastpath, Inc., 760 F.3d at 820 (to survive dismissal under Rule 12(b)(2), "a plaintiff must make a prima facie showing of personal jurisdiction over the challenging defendant"). The Court "must view the evidence in the light most favorable to the plaintiff and resolve all factual conflicts in its favor in deciding whether the plaintiff made the requisite showing." K-V Pharm. Co., 648 F.3d at 592.

"Personal jurisdiction over a defendant represents the power of a court to enter a valid judgment imposing a personal obligation or duty in favor of the plaintiff." Viasystems, Inc. v. EBM-Papst St. Georgen GmbH & Co., KG, 646 F.3d 589, 592-93 (8th Cir. 2011) (citation omitted). "Personal jurisdiction can be specific or general." Id. at 593. Specific, or case-linked, personal jurisdiction over a defendant exists when a plaintiff's claim arises from or relates to the defendant's purposeful contacts with the forum state. Creative Calling Sols., Inc., 799 F.3d at 979-80 (citing Daimler AG v. Bauman, 571 U.S. 117, 127 (2014)). In contrast, general personal jurisdiction over a defendant exists when that defendant's contacts with the forum State "are so continuous and systematic as to render [the defendant] essentially at home" in that state, regardless of how the plaintiff's claim arose. Daimler, 571 U.S. at 127, 136-39 (holding that an individual's domicile and a corporation's place of incorporation and principal place of business are "paradigm" bases for general personal jurisdiction). "Both theories of personal jurisdiction require 'some act by which the defendant purposely avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.'" Deverv. Hentzen Coatings, Inc., 380 F.3d 1070, 1073 (8th Cir. 2004) (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)). A federal court sitting in diversity may exercise specific jurisdiction over a nonresident defendant "only to the extent permitted by the long-arm statute of the forum state and by the Due Process Clause." Dever, 380 F.3d at 1073.

B. Rule 12(b)(6): Failure to State a Claim Upon Which Relief May Be Granted

Under Rule 12(b)(6), a court may dismiss a claim for "failure to state a claim upon which relief can be granted." "To survive a motion to dismiss [for failure to state a claim], a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations and quotation marks omitted) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)); see also Zink v. Lombardi, 783 F.3d 1089, 1098 (8th Cir. 2015). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ash v. Anderson Merchs., LLC, 799 F.3d 957, 960 (8th Cir. 2015) (internal citation quotation marks omitted) (quoting Iqbal, 556 U.S. at 678). Rule 12(b)(6) also permits dismissal of a claim that lacks a cognizable legal theory or where the law provides no relief. Young v. City of St. Charles, 244 F.3d 623, 627 (8th Cir. 2001) (dismissal appropriate if "plaintiff can prove no set of facts in support of...