Rodkey v. 1-800 Flowers Team Servs., Inc.

PAMELA RODKEY and CHERIE CUMMINGS, on behalf of themselvesand all other similarly situated employees nationwide, and on behalf of the Ohioand Oregon Classes, Plaintiffs, v. 1-800 FLOWERS TEAM SERVICES, INC.,HARRY AND DAVID, LLC, 1-800-FLOWERS SERVICES SUPPORT CENTER,INC., and DOES 1-20, INCLUSIVE, Defendants.

Case No. 3:16-cv-311

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO WESTERN DIVISION AT DAYTON

January 23, 2017

Judge Thomas M. Rose

ENTRY AND ORDER GRANTING DEFENDANT 1-800 FLOWERS TEAM SERVICES, INC.'S MOTION TO DISMISS (DOC. 23) PLAINTIFF'S FIRST AMENDED COLLECTIVE AND CLASS ACTION COMPLAINT (DOC. 21) FOR LACK OF PERSONAL JURISDICTION

This case is before the Court on Defendant 1-800-Flowers Team Services, Inc.'s Motion to Dismiss (Doc. 23) the First Amended Collective and Class Action Complaint ("First Amended Complaint") (Doc. 21) for lack of personal jurisdiction pursuant to Fed. R. Civ. P. 12(b)(2). Plaintiffs assert class and collective claims against Defendants 1-800-Flowers Services Support Center ("1-800-Flowers Support Center"), Harry and David, LLC ("Harry and David"), 1-800-Flowers Team Services, Inc. ("Team Services") and several as-yet-identified Defendants (Does 1-20) for alleged violations of the Fair Labor Standards Act ("FLSA"), 29 U.S.C. § 216, et seq., and Ohio and Oregon law. 1-800-Flowers Support Center and Harry and David filed an Answer to the First Amended Complaint. Team Services did not. Instead, Team Services filed the Motion to Dismiss now before the Court. Team Services argues that the Court does not have personal jurisdiction over it because it does not have sufficient contacts with the State of Ohio to satisfy Ohio's long-arm statute or constitutional due process requirements. Plaintiffs filed a memorandum in opposition to the Motion to Dismiss, in response to which Team Services filed a reply memorandum. (Docs. 25, 27.) The matter is therefore fully briefed and ripe for review. For the reasons below, the Court GRANTS Team Services's Motion to Dismiss for lack of personal jurisdiction under Rule 12(b)(2).

I. BACKGROUND

1-800-Flowers.com, Inc. is a Delaware corporation with its principal place of business in New York. (Id. at ¶ 9.) 1-800-Flowers.com describes itself as "the leading provider of gourmet and floral gifts for all occasions" and operates under the following brands: 1-800-Flowers.com, Harry & David, Cheryl's, The Popcorn Factory, Fannie May, 1-800 Baskets.com, Wolferman's, Fruit Bouquets by 1-800-Flowers.com, Stock Yards, and BloomNet. (Id. at ¶¶ 10, 12.)

Defendant 1-800-Flowers Support Center is a wholly-owned subsidiary of 1-800-Flowers.com and maintains its principal office at the same location as 1-800-Flowers.com in New York. (Id. at ¶¶ 16-17.) 1-800-Flowers Support Center employed Plaintiff Pamela Rodkey, an Ohio resident, as a customer service specialist in Ohio from approximately August 2009 to October 31, 2014. (Id. at ¶ 6.) Defendant Harry and David is an Oregon limited liability company with its principal place of business in Oregon. (Id. at ¶ 19.) Since 2014, Harry and David has been owned and operated by 1-800-Flowers.com. (Id. at ¶ 20.) Harry and David employed Plaintiff Cherie Cummings, an Oregon resident, in Oregon from July 19, 2012 to March 26, 2016. (Id. at ¶ 7, 27.)

Defendant Team Services is incorporated in Delaware and has its principal place ofbusiness at the same location as 1-800-Flowers.com in New York. (Id. at ¶¶ 9, 14; Doc. 23-1 at ¶ 4.) Team Services is an operating subsidiary of 1-800-Flowers.com and issued paychecks to Plaintiffs on behalf of 1-800-Flowers Support Center and Harry and David. (Id. at ¶¶ 14-15.) Plaintiffs allege that their respective employers failed to pay them overtime compensation in violation of the FLSA (Counts I and II), the Ohio Minimum Fair Wage Standards Act, Ohio Rev. Code § 4111.03 (Count III), and Oregon State Law (Count IV). (Doc. 21.)

II. LEGAL STANDARD

When considering a motion to dismiss for lack of personal jurisdiction, the Court first must determine whether the forum state's long-arm statute—in this case, Ohio's long-arm statute—authorizes personal jurisdiction. Thompson v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 361 (6th Cir. 2008). If personal jurisdiction exists under the long-arm statute, then the Court must determine whether the exercise of personal jurisdiction also comports with constitutional due process requirements. Id. Plaintiffs bear the burden of establishing the existence of personal jurisdiction. Beydoun v. Wataniya Restaurants Holding, Q.S.C., 768 F.3d 499, 504 (6th Cir. 2014). Where, as here, the Court rules on motion to dismiss for lack of personal jurisdiction without conducting an evidentiary hearing, the Court must consider the pleadings and affidavits in the light most favorable to the nonmoving party. Id. (citing CompuServe, Inc. v. Patterson, 89 F.3d 1257, 1262 (6th Cir. 1996)). "To defeat such a motion, [plaintiffs] need only make a prima facie showing of jurisdiction." CompuServe, 89 F.3d at 1262.

III. ANALYSIS

A. Ohio's Long Arm Statute

Under Ohio law, "[j]urisdiction may be found to exist either generally, in cases in which a defendant's 'continuous and systematic' conduct within the forum state renders that defendant amenable to suit in any lawsuit brought against it in the forum state, or specifically, in cases in which the subject matter of the lawsuit arises out of or is related to the defendant's contacts with the forum." Estate of Thomson ex rel. Estate of Rakestraw v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 361 (6th Cir. 2008) (citing Nationwide Mut. Ins. Co. v. Tryg Int'l Ins. Co., 91 F.3d 790, 793 (6th Cir.1996)).

Ohio's long-arm statute specifically provides that a court may exercise personal jurisdiction over an out-of-state defendant where the cause of action at issue arises from, inter alia, the defendant:

(1) Transacting any business in this state;

(2) Contracting to supply services or goods in this state;

(3) Causing tortious injury by an act or omission in this state;

Ohio Rev. Code § 2307.382(A).

1. Whether Team Services Transacted Any Business in Ohio

Plaintiffs first argue that the exercise of personal jurisdiction is proper because Team Services has transacted "any business in this state" under Section 2307.382(A)(1). The Supreme Court of Ohio has held that this requirement is "very broadly worded and permit[s] jurisdiction over nonresident defendants who are transacting any business in Ohio." Kentucky Oaks Mall Co. v. Mitchell's Formal Wear, Inc., 559 N.E.2d 477, 480 (Ohio 1990) (emphasis in original). Courts have considered two factors to help determine whether a non-resident defendant has transacted any business in Ohio within the meaning of its long-arm statute: (1) whether the non-resident defendant initiated the business dealing, and (2) whether the parties conducted their negotiations or discussions in Ohio or with terms affecting Ohio. Dayton Superior Corp. v. Yan, 288 F.R.D. 151, 161 (S.D. Ohio 2012). The non-resident defendant's ties must create a "substantial connection" with Ohio in order for personal jurisdiction to be authorized under the transacting-any-business provision. U.S. Sprint Commc'ns Co. Ltd P'ship v. Mr. K's Foods, Inc., 624 N.E.2d 1048, 1052 (Ohio 1994).

As to the first factor, Plaintiffs argue that Team Services, "through its joint employer 1-800 Flowers.com, reached out to Plaintiff Rodkey through a job listing in Ohio." (Doc. 25 at 5 (citing Doc. 25-1 at ¶ 3).) This argument is premised on a finding that Team Services and 1-800-Flowers.com should be treated as a single entity for jurisdictional purposes. Yet, as alleged in the First Amended Complaint, Team Services is a separate legal entity—specifically an "operating subsidiary" of 1-800-Flowers.com. (Doc. 21 at ¶ 9.) Consistent with this allegation, Team Services submitted a declaration from 1-800-Flowers.com's Assistant Treasurer stating that all three Defendants—1-800-Flowers Support Center, Harry and David, and Team Services—are each a separate legal entity. (Doc. 23-1 at ¶ 10.) Accordingly, they each have their own articles of incorporation and corporate bylaws, maintain their own respective sets of corporate minutes, and keep different financial books and records. (Id. at ¶¶ 10-11.) 1-800-Flowers Support Center, not Team Services, is the entity that employed Rodkey. (Id. at ¶ 7.)

The Sixth Circuit has held that a court may not exercise personal jurisdiction over a corporate defendant based on its relationship with another corporation that is subject to personal jurisdiction, unless the corporate defendant is an alter ego or successor to the other corporation. See Estate of Thomson ex rel. Estate of Rakestraw v. Toyota Motor Corp. Worldwide, 545 F.3d 357, 361 (6th Cir. 2008) (citing Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640, 653 (5thCir. 2000)). Here, Plaintiffs have not made a prima facie showing that Team Services is an alter ego of 1-800-Flowers.com or that there is any other reason for the Court to disregard Team Services's status as a separate legal entity.

The only argument that Plaintiffs make in this regard is that Team Services qualifies as a "joint employer" under the FLSA. (Doc. 25 at 17.) The question of whether Team Services qualifies as a "joint employer" is different, however, than the question of whether it should be treated as one and the same as another corporation for personal jurisdiction purposes. Central States, Southeast & Southwest Areas Pension Fund v. Reimer Express World Corp., 230 F.3d 934, 944-45 (7th Cir. 2000) ("The fact that a defendant would be liable under a statute if personal jurisdiction over it could be obtained is irrelevant to the question of whether such jurisdiction can be exercised."); Enterprise Rent-A-Car, 735 F. Supp.2d at 328 ("the joint employer theory and similar concepts are relevant for determining liability, but are not for determining whether a court may exercise personal...