Oaster v. Robertson

173 F.Supp.3d 1150

Bradley D. Oaster, Plaintiff,

v.Stanley Robertson, Defendant.

Civil Action No. 15–cv–00871-KLM

United States District Court, D. Colorado.

Signed March 28, 2016

Ron J. Robinson, Ron Robinson, P.C., Colorado Springs, CO, for Plaintiff.

Paul W. Hurcomb, Sparks Willson Borges Brandt & Johnson, P.C., Colorado Springs, CO, Elizabeth Hill, Craig Terrill Hale & Grantham, LLP, Lubbock, TX, for Defendant.

ORDER

ENTERED BY MAGISTRATE JUDGE KRISTEN L. MIX

This matter is before the Court¹ on Defendant's Motion to Dismiss Pursuant to 12(b)(1), 12(b)(2), and 12(b)(6) and if Necessary, Request for Evidentiary Hearing [#18]² (the “Motion”). Plaintiff filed a Response [#22] in opposition to the motion and Defendant filed a Reply [#23]. On October 9, 2015, the Court entered a Minute Order [#30] informing the parties that it was converting Defendant's Motion [#18] filed pursuant to Rule 12(b)(6)³ to a motion for summary judgment pursuant to Rule 56. See Minute Order [#30]. As a result of the conversion of the Motion, the Court allowed the parties the opportunity to file supplemental briefs. Id. The parties both filed supplemental briefs, which the Court has reviewed. See Am. Suppl. Brief in Support (“Suppl. Brief in Support”) [#35]; Response Brief to Defendant's Suppl. Brief in Support (“Suppl. Response”) [#37]. The Court has also reviewed the Motion, the Response, the Reply, the entire case file, and the applicable law, and is sufficiently advised in the premises. For the reasons set forth below, the Motion [#18] is GRANTED IN PART and DENIED IN PART .

I. Background

A. Factual Background

In 2000, Plaintiff Bradley Oaster and Defendant Stanley Robinson entered into a business relationship which centered on the design and development of various church facilities throughout the United States. Am. Compl. [#14] ¶ 2. Plaintiff alleges that he and Defendant, an architect, entered into a personal services contract in 2000 whereby Defendant would be paid for animation services and that, starting in 2006, this contract was expanded to include supplemental drafting services involving the addition of supplemental detail to existing schematic designs. Id. According to Plaintiff, the two agreed that the work product produced by Defendant would remain the property of Plaintiff, and also that the original schematic designs to which Defendant added detail were created and owned by either Plaintiff or Plaintiff's business partner.⁴ Id. ¶¶ 5, 11. Plaintiff alleges that he has registered copyrights on the designs. Id. ¶ 8. The Complaint also states that the parties worked on twenty-five church development projects together over their ten-year business relationship. Id. ¶ 10. While the parties worked together, Plaintiff alleges that the Defendant had access to all planning, development, and design information related to each project. Id. ¶ 12.

At the outset, Defendant disagrees on the exact characterization of the parties' relationship. Specifically, Defendant maintains that although he entered into the contract with Plaintiff in his individual capacity, from 2003 onwards the only work he performed was in his official capacity as an owner of two companies he had created in Texas: Gone Virtual Studios, Inc. (“GVS”) and Halo Architects, Inc. (“Halo”). Brief in Support of Motion to Dismiss [#19] (“Brief in Support”) at 2. Thus, Defendant claims that his business relationship with Plaintiff can be divided into two discrete periods: (1) the period of time from 2000 to 2003 where Defendant and Plaintiff had a business relationship as two individuals working together; and (2) the period of time from 2003 to 2010, where Defendant worked with Plaintiff in his capacity as an officer of either GVS or Halo. Id.

Regardless, both parties agree that the relationship ended in either late 2009 or 2010. Id. ; Am. Compl [#14] ¶ 2. On January 5, 2010, Defendant's lawyer—writing on behalf of Defendant and Defendant's companies, Halo and GVS—sent Plaintiff a letter demanding that Plaintiff stop using schematic designs prepared by Halo, GVS, or Defendant. Appendix in Support of Motion to Dismiss [#19-1] at 7. Plaintiff then sent Defendant a letter in which he outlined several things that he believed Defendant was doing wrong. Appendix in Support of Summary Judgment [#33] at 21. In the letter, Plaintiff informed Defendant that Plaintiff was planning to bring these allegations of wrongdoing to the proper authorities. Id. One of the allegations reads “[Defendant] ha[s] attempted to hijack Harvestime's project by intentionally and willfully going around Harvestime and working directly with Harvestime's client.” Id. The letter goes on to state “[Defendant is] guilty of torsos [sic] interference with a contractual relationship[.]” Id.

In 2013, Plaintiff alleges that he discovered that Defendant told one of Plaintiff's clients that Defendant owned Plaintiff's copyrighted designs. Am. Compl. [#14] ¶ 14. Plaintiff claims that Defendant told the client that he was the owner of the designs in an attempt to persuade the client to terminate its relationship with Plaintiff. Id. Additionally, Plaintiff alleges that he learned that Defendant had disparaged him while talking to the client, telling the client that Plaintiff often used “bait and switch” sales techniques. Id. According to Plaintiff, based on this knowledge, in November 2014 Plaintiff began investigating and found that Defendant was misrepresenting to the public that Defendant was the owner of the copyrighted designs, and Defendant had the right to use them and sell them. Id. ¶ 15.

During Plaintiff's investigation, Plaintiff also alleges he learned that Defendant sold Plaintiff's protected designs on a website, www.worshipplaces.com, but that Defendant refused to stop selling the designs and did not compensate Plaintiff in any way for use of the designs. Id. ¶¶ 17-19. Plaintiff alleges that this website is Defendant's website. Id. Again, however, Defendant disagrees with this characterization, and claims that the website is not owned and operated by him, but is owned and operated by GVS. Brief in Support [#19] at 12. Additionally, Plaintiff claims that Defendant exploited Plaintiff's confidential lists of potential clients and encouraged these clients to work with Defendant instead of Plaintiff. Am. Compl. [#14] ¶ 20.

B. Procedural History

On March 2, 2015, Plaintiff filed a complaint in state court alleging numerous claims against Defendant. State Court Compl. [#1-3]. Defendant filed a Notice of Removal on April 24, 2015 pursuant to 28 U.S.C. § 1441(b). Id. On May 1, 2015, Defendant filed a motion to dismiss, and Plaintiff then responded by filing an Amended Complaint on May 19, 2015. Motion to Dismiss [#6]; Am. Compl. [#14]. Plaintiff's Amended Complaint brings eleven⁵ claims against Defendant: (1) breach of contract; (2) fraud; (3) conversion; (4) civil theft; (5) slander; (6) breach of fiduciary duty; (7) interference with contract; (8) violation of the Colorado Consumer Protection Act, C.R.S. § 6–1–101, et seq . ; (9) replevin; (10) unjust enrichment; and (11) copyright infringement. Id. ¶¶ 24-83. The Court then denied the motion to dismiss as moot. Minute Order [#16].

Subsequently, Defendant filed the present Motion to Dismiss on June 8, 2015. Motion [#18]. In support of his Motion to Dismiss, Defendant provides an appendix containing an affidavit executed by himself, the aforementioned 2010 letter from his counsel to Plaintiff formally severing the business relationship, and the certificates of formation of GVS and Halo. Appendix in Support of Motion to Dismiss [#19-1]. Additionally, Plaintiff cites to his own affidavit in response to Defendant's Motion to Dismiss. See Response [#22]; Affidavit of Bradley D. Oaster [#15-1].

In the original briefing provided with the Motion, Defendant requested that the Court “dismiss this entire cause of action pursuant to Rule 12(b)(1), or in the alternative, Rule 56 because all of the claims are barred by the applicable statute of limitations.” Brief in Support [#19] at 11. However, because the evidence put forth by Defendant pertains to whether Plaintiff has sufficiently alleged a claim (as discussed below), on October 9, 2015, the Court converted the Motion to a Rule 56 Motion for Summary Judgment pursuant to Rule 12(d).⁶ Minute Order [#30]. The parties submitted supplemental briefing to the Court pursuant to the Court's Order. See Suppl. Brief in Support [#35]; Suppl. Response [#37]. Defendant also submitted a supplemental appendix of evidence in support of the Motion; similarly, Plaintiff has provided a supplemental affidavit. See Appendices in Support of Motion for Summary Judgment [#33, #34]; Suppl. Affidavit of Bradley D. Oaster [#37-2] (“Suppl. Oaster Affidavit”).

On January 11, 2016, the Court granted in part Defendant's motion to strike portions of the supplemental affidavit provided by Plaintiff. Order [#40]. Specifically, the Court struck portions of paragraph 9, all of paragraph 10 except for the first and last sentences, the last two sentences of paragraph 11, and a portion of paragraph 14 on the basis that these statements were inadmissable hearsay. Id. Thus, in analyzing the parties' respective arguments, the Court does not consider the portions of Plaintiff's affidavit stricken by the Court.

II. Discussion

Defendant's Motion makes three arguments: (1) lack of personal jurisdiction; (2) lack of subject matter jurisdiction; and (3) failure to state a claim pursuant to Rule 12(b)(6). Brief in Support [#19] at 1. In the alternative, Defendant requests that the Court transfer this matter to the United States District Court for the Northern District of Texas pursuant to 28 U.S.C. § 1404. Id. at 2.

As a preliminary matter, the Court notes that Defendant's second argument—lack of subject matter jurisdiction—is premised on the contention that the Court lacks jurisdiction because the statutes of limitations have run on Plaintiff's claims. Brief in Support [#19] at 11. How...