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Mayo Foundation for Medical Education and Research v. Enterprise Management Ltd., Inc.

United States District Court, D. Minnesota

September 27, 2017

Mayo Foundation for Medical Education and Research and Mayo Clinic, Plaintiffs,
Enterprise Management Limited, Inc. and Mary Lippitt, Defendants.

          Nicole M. Moen, Esq., Anne E. Rondoni Tavernier, Esq. and Fredrikson & Byron, counsel for plaintiffs.

          Paul Allen Godfread, Esq. and Godfread Law Firm, counsel for defendants.


          David S. Doty, Judge United States District Court

         This matter is before the court upon the motion to dismiss or transfer by defendants. Based on a review of the file, record, and proceedings herein, and for the following reasons, the court grants the motion and transfers the case to the Middle District of Florida.


         This declaratory judgment action arises out of the contention that plaintiffs Mayo Clinic and Mayo Foundation for Medical Education and Research (collectively Mayo) infringed one of defendants' copyrighted charts. Mayo's principal place of business is Rochester, Minnesota. Compl. ¶ 1. Defendant Dr. Mary Lippitt, a Florida resident, is the sole owner and employee of Enterprise Management Limited, Inc., a Florida corporation.[1]Id. ¶ 2. EML develops educational materials and provides business solutions to corporations, educational institutions, and non-profit organizations. Lippitt Decl. ¶ 3. EML's materials include, among other things, numerous articles and two books authored by Lippitt, which incorporate a series of graphics, including the work at issue. Id. ¶ 11. EML owns the exclusive license to Lippitt's work. Id. ¶ 12.

         Neither EML nor Lippitt own property in Minnesota, directly advertise to Minnesota businesses or consumers, or conduct business with any company in Minnesota.[2] Lippitt Decl. ¶¶ 6-7. EML sells Lippitt's works online both directly and through third-party websites such as See Tavernier Decl. ¶¶ 3-6.

         On August 18, 2016, Mayo contacted EML via email requesting permission to use one of Lippitt's charts in an internal training program. Compl. ¶ 12. EML responded that it would grant Mayo a five-year license to use the chart for $8, 000. Id. ¶ 13. The parties negotiated over the next month, but were unable to reach agreement. Id. On September 23, 2016, EML withdrew its most recent offer and requested contact information for Mayo's legal counsel. Id. Thereafter, and through the month of November, counsel for Mayo communicated directly with EML. See id. ¶¶ 16-18. In those communications, EML accused Mayo of copyright infringement after learning that Mayo had been using the chart for some period of time before seeking a license. Id. ¶¶ 16-19. Although Mayo denied that the chart was protected by the copyright laws, it offered to resolve the dispute for $10, 000, with the assurance that it would not use the chart going forward. Id. ¶ 18; id. Ex. A. Several months later, on March 15, 2017, and this time through counsel, EML responded with a counteroffer of $125, 000. Compl. ¶¶ 22, 24; id. Ex. B, at 3. EML threatened litigation if the matter could not be resolved and attached a draft complaint.[3] Compl. ¶ 23; id. Ex. B, at 1.

         On March 29, 2017, Mayo commenced the instant action seeking a declaration that it has not infringed and is not infringing the allegedly copyrighted materials. Less than a month later, EML filed a copyright infringement action against Mayo in the Middle District of Florida, which is the mirror image of this case. Enter. Mgmt. Ltd. v. Mayo Clinic, No. 8:17-cv-943 (M.D. Fla. filed Apr. 20, 2017). That action has been stayed pending the court's determination of the present motion. Id., ECF No. 12.


         I. Standard of Review

         To survive a motion to dismiss for lack of personal jurisdiction, a plaintiff must establish a prima facie case that the forum state has personal jurisdiction over the defendant. Stevens v. Redwing, 146 F.3d 538, 543 (8th Cir. 1998). In the absence of an evidentiary hearing, a court “must look at the facts in the light most favorable to the nonmoving party and resolve all factual conflicts in favor of that party.” Dakota Indus., Inc. v. Dakota Sportswear, Inc., 946 F.2d 1384, 1387 (8th Cir. 1991). A federal court may assume 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.” Romak USA, Inc. v. Rich, 384 F.3d 979, 984 (8th Cir. 2004) (citation and internal quotation marks omitted). Because the Minnesota long-arm statute “confers jurisdiction to the fullest extent permitted by the Due Process Clause, ” the court need only consider due process requirements. Coen v. Coen, 509 F.3d 900, 905 (8th Cir. 2007).

         To satisfy due process, a defendant must have “sufficient minimum contacts” with the forum state such that maintaining the suit “does not offend traditional notions of fair play and substantial justice.” Romak, 384 F.3d at 984. “Sufficient contacts exist when [a] defendant's conduct and connection with the forum state are such that [it] should reasonably anticipate being haled into court” here. Coen, 509 F.3d at 905 (citation and internal quotation marks omitted).

         A defendant's contacts with the forum state can establish personal jurisdiction under either general or specific jurisdiction. A forum state has specific jurisdiction when the cause of action “arise[s] out of” or “relate[s] to” a defendant's activities within that state. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985) (citation and internal quotation marks omitted). General jurisdiction is present when, regardless of the cause of action, a defendant has “continuous and systematic contacts with the forum state.” Coen, 509 F.3d at 905 (citation and internal quotation marks omitted). Under either analysis, the Eighth Circuit considers five factors in determining whether personal jurisdiction exists: “(1) the nature and quality of defendant's contacts with the forum state; (2) quantity of contacts; (3) source and connection of the cause ...

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