United States District Court, D. Minnesota
Wilhelmina M. Wright United States District Judge
matter is before the Court on Defendant's motion to
dismiss Counts III and IV of Plaintiff's complaint. (Dkt.
13.) For the reasons addressed below, the motion to dismiss
RG Golf Warehouse, Inc. (RG) owns the registered domain name
golfwarehouse.com. Defendant The Golf Warehouse,
(TGW) owns and operates several websites for the sale of golf
merchandise and owns the registered trademark “The Golf
Warehouse.” In 2011, RG and TGW entered into a contract
in which RG agreed to refer online customers from its
website, golfwarehouse.com, to TGW's websites in exchange
for referral fees and commissions. The contract contemplated
that TGW would use computer-tracking cookies and other
mechanisms to track customer traffic and calculate the amount
of commissions owed.
least as early as 2012, RG determined that TGW had disabled
its computer-tracking cookies. RG suspected that TGW was
underreporting the commissions it owed to RG so that TGW
could better position itself for a possible sale. But TGW
“continually assured [RG] that TGW had no intention of
keeping earnings from [RG], that there was no cookie issue,
that bugs were being worked out, [and] that TGW was
performing an exhaustive investigation.” On multiple
occasions, RG demanded a full report of TGW's sales. TGW
did not comply with RG's demands.
terminated the contract with RG on November 11, 2014. On or
before this date, RG entered into a separate contract with
Golfsmith International (Golfsmith). Similar to its
arrangement with TGW, RG agreed to redirect online customers
to Golfsmith's website in exchange for referral fees and
commissions. But in December 2014, TGW sent a
cease-and-desist letter to Golfsmith, warning Golfsmith that
TGW deemed redirection of traffic from RG's website,
golfwarehouse.com, to any of TGW's competitors as
infringement of TGW's registered trademark, “The
Golf Warehouse.” Golfsmith terminated its contract with
RG after receiving TGW's letter.
subsequently commenced this lawsuit against TGW, alleging
breach of contract (Count I), breach of implied covenant of
good faith and fair dealing (Count II), tortious interference
with contract (Count III), and fraud (Count
The parties stipulated to dismiss Count II with prejudice and
the Court issued an order to that effect. As such, only
Counts I, III, and IV remain. TGW now moves to dismiss
RG's tortious interference with contract claim and fraud
claim, Counts III and IV, respectively.
moves to dismiss Counts III and IV for failure to state
claims on which relief can be granted. See Fed. R.
Civ. P. 12(b)(6). TGW argues that Count III is time-barred
and Count IV does not state a cause of action that is
independent from Count I.
complaint must allege sufficient facts such that, when
accepted as true, a facially plausible claim to relief is
stated. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
If a complaint fails to state a claim on which relief can be
granted, dismissal is warranted. See Fed. R. Civ. P.
12(b)(6). When determining whether a complaint states a
facially plausible claim, a district court accepts the
factual allegations in the complaint as true and draws all
reasonable inferences in the plaintiff's favor.
Blankenship v. USA Truck, Inc., 601 F.3d 852, 853
(8th Cir. 2010). Factual allegations must be sufficient to
“raise a right to relief above the speculative
level” and “state a claim to relief that is
plausible on its face.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555, 570 (2007). Mere
“labels and conclusions” are insufficient, as is
a “formulaic recitation of the elements of a cause of
action.” Id. at 555. Legal conclusions couched
as factual allegations may be disregarded. See
Iqbal, 556 U.S. at 679. And the Court may consider
exhibits that are embraced by the pleadings without
converting a motion to dismiss to a motion for summary
judgment. Finch v. Unum Life Ins. Co. of Am., 465
F.Supp.2d 901, 902 n.2 (D. Minn. 2006) (citing Silver v.
H&R Block, Inc., 105 F.3d 394, 397 (8th Cir. 1997)).
Tortious Interference with Contract (Count III)
contends that Count III is barred by the 2-year statute of
limitations governing any of the potentially applicable state
laws. RG counters that, unlike the other state laws,
Minnesota has a 6-year statute of limitations that applies to
this claim. As Minnesota law is the appropriate law to apply,
RG argues, the tortious-interference claim is not time-barred
under the 6-year statute of limitations.
Minnesota's choice-of-law principles, in the absence of a
controlling choice-of-law provision,  courts determine
“whether the choice of one state's law over another
creates an actual conflict.” Fla. State Bd. of
Admin., 262 F.Supp.2d at 1010-11. If a conflict does not
exist, the court need not continue the choice-of-law
analysis. Id. at 1011.
has a 6-year statute of limitations for contract disputes,
Minn. Stat. § 541.05, and a 2-year statute of
limitations that applies to claims for “libel, slander,
assault, battery, false imprisonment, or other tort resulting
in personal injury, ” id. § 541.07(1).
The “other tort” category can include
“wrongful interference with business relationships by
means of defamation, misrepresentation, and intentional
infliction of emotional distress.” Larson v. New
Richland Care Ctr., 538 N.W.2d 915, 920 (Minn.Ct.App.
1995) (overruled on other grounds); accord ...