United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
CHARLES A. SHAW, District Judge.
This matter is before the Court on defendants Amaru-AWA Merchandising, Inc. and Amaru Entertainment, Inc.'s (the "Amaru defendants") motion to dismiss for lack of personal jurisdiction or for improper venue or, in the alternative, motion to transfer for improper venue or for convenience. Plaintiff Move Merch, LLC ("plaintiff") opposes the motion. For the following reasons, the Amaru defendants' motion to dismiss for lack of personal jurisdiction will be granted and its alternative motion to transfer for improper venue or for convenience will be denied as moot.
This case arises out of the licensing and on-line sale of t-shirts and other merchandise bearing the intellectual property of the late entertainer Tupac Shakur. According to the complaint, after Mr. Shakur's death, his mother Afeni Shakur founded defendant Amaru Entertainment, Inc., which exclusively owns the intellectual property rights of the late entertainer. Defendant Amaru-AWA Merchandising, Inc. is a joint venture between defendant Amaru Entertainment, Inc. and an individual named Rick Barlowe. Amaru-AWA Merchandising, Inc. obtained an exclusive license of the late Tupac Shakur's intellectual property rights from Amaru Entertainment, Inc. for the purpose of furthering the entertainer's legacy. (Compl. at ¶¶ 12-14).
Defendant DeCosta Marketing, Inc. ("DeCosta") is a marketing company. According to the complaint, the Amaru defendants contracted with defendant DeCosta to develop and maintain a full social media network to further the legacy of Tupac Shakur, including developing a personalized website, www.2pac.com ("Tupac website") and a Facebook page.
Plaintiff Move Merch, LLC is an entertainment merchandising company operating out of Overland, Missouri that "creates, produces, and distributes high quality merchandise on behalf of its clients." (Compl. ¶ 18). On June 1, 2012, plaintiff signed an "Online Sales License Agreement" ("Online Sales Agreement" or "Agreement") granting it the exclusive right and license to use intellectual property of Tupac Shakur to design, manufacture and sell t-shirts, fleece tops, and headwear online through the Tupac website and the official Tupac Shakur Facebook page. Plaintiff was recognized as the official online licensee of Tupac Shakur merchandise.
The parties disagree as to which entities were party to the Online Sales Agreement. The Agreement states:
THIS AGREEMENT is entered... by and between Amaru/AWA Merchandising, c/o DECOSTA Marketing, Inc., a corporation incorporated in the province of Ontario, Canada, with its principal office located at 2126 Burnhamthrope Rd. W, Box 98039 Mississauga, ON, L5L 3A0 ("Licensor") and Move Merch LLC, a Missouri limited liability company, having its principal office at 1525 Fairview Industrial, Overland, MO 63132 ("Licensee").
Compl., Ex. 1.
The Agreement is signed as follows (handwritten portions of signature block are shown here in italics):
/s/ Jesse DeCosta
/s/ Nick Loftis