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NExTT Solutions, LLC v. XOS Technologies, Inc.

United States District Court, N.D. Indiana, South Bend Division

November 25, 2014

NExTT SOLUTIONS, LLC, Plaintiff,
v.
XOS TECHNOLOGIES, INC., d/b/a XOS DIGITAL; and STRATBRIDGE, LLC; Defendants

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For NExTT Solutions LLC, an Indiana limited liability company, Plaintiff: Daniel W Tarpey, David G Wix, LEAD ATTORNEYS, Kevin T Mocogni, Tarpey Wix LLC, Chicago, IL.

For XOS Technologies Inc, a Delaware corporation, doing business as XOS Digital, Defendant: Colin R Hagan, SHLANSKY LAW GROUP LLP - Chelsea MA, Chelsea, MA; Timothy Michael Curran, LaDue Curran & Kuehn LLC, South Bend, IN.

For Stratbridge LLC, Delaware limited liability company, Defendant: James P McEvilly PHV, III, LEAD ATTORNEY, PRO HAC VICE, Shlansky Law Group LLP - Wil/DE, Wilmington, DE; Colin R Hagan, SHLANSKY LAW GROUP LLP - Chelsea MA, Chelsea, MA; Timothy Michael Curran, LaDue Curran & Kuehn LLC, South Bend, IN.

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OPINION and ORDER

JAMES T. MOODY, UNITED STATES DISTRICT JUDGE.

I. BACKGROUND

Plaintiff NExTT Solutions, LLC, is an Indiana sports software company that markets its products towards high-profile customers like the National Football League (" NFL" ) and college sports programs. In 2007, NExTT began discussing a possible business relationship with defendant Stratbridge, LLC, a Delaware software company with its principal place of business in Massachusetts. On May 29, 2009, the parties entered into a licensing agreement (" the Contract" ), under which Stratbridge was permitted to use NExTT's NFL scouting program in developing and marketing its own products to the NFL. In July of 2012, Stratbridge sold its rights and obligations under the Contract to another defendant, XOS Technologies, Inc., a Delaware company with its principal place of business in Florida.

NExTT has sued both Stratbridge and XOS for breach of contract, breach of fiduciary duties, breach of the implied covenant of good faith and fair dealing, and fraudulent inducement. (DE # 1.) NExTT also seeks a declaratory judgment and an accounting. ( Id.) NExTT alleges that Stratbridge breached the contract by charging NFL teams more than it should have, failing to make reasonable efforts to grow the scouting program business, and mismanaging its contractual obligations to pursue opportunities for royalty-bearing products. NExTT further alleges that Stratbridge ignored its obligations under the Contract and instead used NExTT's relationships with NFL teams to market its own products.

Defendants Stratbridge and XOS moved to dismiss for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2) and, in the alternative, for failure to state a claim under Rule 12(b)(6). (DE # 9.) NExTT opposed the motion to dismiss and requested jurisdictional discovery. (DE # 12.) On May 14, 2014, this court denied the motion to dismiss in part, holding that the court could properly exercise specific personal jurisdiction over Stratbridge. (DE # 28.) The court also held that it could not exercise specific jurisdiction over XOS, but that NExTT had made a colorable showing of general jurisdiction with regard to that defendant. ( Id.) Accordingly the court withheld ruling on the motion to dismiss as to XOS and permitted plaintiff a chance to conduct jurisdictional discovery. ( Id.) The jurisdictional discovery period has ended, and the parties have submitted supplemental briefs and evidence in accordance with this court's scheduling order. The motion to dismiss, as it pertains to this court's general jurisdiction over XOS, is now ripe for ruling.

II. LEGAL STANDARD

Though XOS has moved to dismiss pursuant to both RULES 12(b)(2) and 12(b)(6), only the former need be discussed in the present order. Federal Rule of Civil Procedure 12(b)(2) requires dismissal of a claim where personal jurisdiction is lacking. After a defendant moves to dismiss under RULE 12(b)(2), " the plaintiff bears the burden of demonstrating the existence of jurisdiction." Purdue Research Found. v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 782 (7th Cir. 2003). Where, as here, the district court rules on a defendant's motion to dismiss based on the submission of written materials without holding

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an evidentiary hearing, the plaintiff need only make out a prima facie case of personal jurisdiction. Id. The court must resolve factual disputes in the plaintiff's favor when ...


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