Crst Expedited, Inc v. Knight Transportation, Inc

MOTION to Dismiss for Failure to State a Claim and to Dismiss for Lack of Proper Venue Pursuant to Fed. R. Civ. P. 12

N.D. IowaMay 17, 2017

1 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION CRST EXPEDITED, INC., Plaintiff, vs. KNIGHT TRANSPORTATION INC, Defendant. Case No. 1:17-cv-00024-LRR DEFENDANT’S MOTION TO DISMISS PURSUANT TO FED. R. CIV. P. 12(b)(6), FOR A MORE DEFINITE STATEMENT PURSUANT TO FED. R. CIV. P. 12(e), AND TO DISMISS FOR LACK OF PROPER VENUE PURSUANT TO FED. R. CIV. P. 12(b)(3) Pursuant to Rule 12(b)(6) and 12(b)(3) of the Federal Rules of Civil Procedure, Defendant Knight Transportation, Inc. (“Knight”), respectuflly moves to dismiss the claims filed against it by Plaintiff CRST Expedited, Inc. (“CRST”). Alternatively, Knight requests that the Court order CRST to file a more definite statement pursuant to Fed. R. Civ. Pro. 12(e). In support of its Motion, Knight states the following: CRST filed its Complaint on March 20, 2017. [Doc. No. 2]. Knight now moves pursuant to Fed. R. Civ. P. 12(b)(6) and 12(b)(3) for dismissal of CRST’s claims, or in the alternative 12(e) for a more definite statement. Facts, arguments, and authority in support of Knight’s motion are set forth in its Brief in support of the motion. Accordingly, Knight respectfully requests that this Court grant its motion and dismiss the Complaint. Case 1:17-cv-00024-LRR Document 8 Filed 05/17/17 Page 1 of 2 2 Dated: May 17, 2017 /s/ George R. Wood George R. Wood (Iowa Bar No. AT0010023) gwood@littler.com LITTLER MENDELSON, P.C. 1300 IDS Center 80 South 8th Street Minneapolis, MN 55402.2136 Telephone: 612.630.1000 ATTORNEYS FOR DEFENDANT CERTIFICATE OF SERVICE The undersigned hereby certifies that on the 17th day of May, 2017, I electronically filed the foregoing document with the Clerk of Court using the CM/ECF system, which will send notification of such filing to all counsel of record. /s/ George R. Wood Firmwide:147637581.1 058898.1038 Case 1:17-cv-00024-LRR Document 8 Filed 05/17/17 Page 2 of 2 1 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION CRST EXPEDITED, INC., Plaintiff, vs. KNIGHT TRANSPORTATION INC, Defendant. Case No. 1:17-cv-00024-LRR [PROPOSED] ORDER This matter came on for hearing before the undersigned pursuant to Defendant’s Motion to Dismiss Pursuant to Fed. R. Civ. P. 12(b)(6), for a More Definite Statement Pursuant to Fed. R. Civ. P. 12(e), and to Dismiss for Lack of Proper Venue Pursuant to Fed. R. Civ. P. 12(b)(3). The Court, having heard and considered the arguments of the parties, as well as all files, records, and proceedings herein, and being of the opinion that Defendant’s motion should be granted, 1. IT IS HEREBY ORDERED that Defendant’s motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), and its motion to dismiss for lack of proper venue pursuant to Fed. R. Civ. P. 12(b)(3), are granted in its entirety. [ALTERNATIVE: IT IS HEREBY ORDERED that Defendant’s motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), and its motion to dismiss for lack of proper venue pursuant to Fed. R. Civ. P. 12(b)(3), are denied, but Defendant’s Motion for a more definite statement pursuant to Fed. R. Civ. P. 12(b)(3) is granted. Plaintiff shall have until __________, 2017, to file an amended complaint with a more definite Case 1:17-cv-00024-LRR Document 8-1 Filed 05/17/17 Page 1 of 2 2 statement, as required by Rule 12(b)(3).] LET JUDGMENT BE ENTERED ACCORDINGLY. Dated: ____________, 2017. BY THE COURT: The Honorable Linda R. Reade Judge of United States District Court Firmwide:147689942.1 058898.1038 Case 1:17-cv-00024-LRR Document 8-1 Filed 05/17/17 Page 2 of 2 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA CEDAR RAPIDS DIVISION CRST EXPEDITED, INC., Plaintiff, vs. KNIGHT TRANSPORTATION INC, Defendant. Case No. 1:17-cv-00024-LRR DEFENDANT’S BRIEF IN SUPPORT OF MOTION TO DISMISS PURSUANT TO FED. R. CIV. P. 12(b)(6), FOR A MORE DEFINITE STATEMENT PURSUANT TO FED. R. CIV. P. 12(e), AND TO DISMISS FOR LACK OF PROPER VENUE PUSUANT TO FED. R. CIV. P. 12(b)(3) Respectfully submitted, George R. Wood Iowa Bar No. AT0010023 gwood@littler.com LITTLER MENDELSON, P.C. 1300 IDS Center 80 South 8th Street Minneapolis, MN 55402.2136 Telephone: 612.630.1000 ATTORNEYS FOR DEFENDANT Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 1 of 20 TABLE OF CONTENTS Page(s) i I. SUMMARY OF ARGUMENT ......................................................................................... 1 II. RELEVANT FACTS ......................................................................................................... 3 III. ARGUMENTS & AUTHORITIES ................................................................................... 4 A. CRST’s Failure To Identify The Specific Contracts And Drivers At Issue is Fatal Under Rule 12(b)(6) .................................................................................. 4 1. Rule 12(b)(6) Standard .............................................................................. 4 2. CRST Fails To Adequately Plead Its Interference Claims ........................ 5 B. Alternatively, Knight Requests The Court Order CRST To Provide a More Definite Statement ............................................................................................... 11 C. Knight Requests the Court Dismiss This Case For Improper Venue Under Rule 12(b)(3) ........................................................................................................ 12 IV. CONCLUSION ................................................................................................................ 14 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 2 of 20 TABLE OF AUTHORITIES Page(s) ii Cases Ashcroft v. Iqbal, 556 U.S. 662 (2009) ...............................................................................................................2, 4 Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 134 S. Ct. 568 (2013) ...............................................................................................................12 Beckley v. Auto Profit Masters, L.L.C., 266 F. Supp. 2d 1001 (S.D. Iowa 2003) ..................................................................................13 Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) ......................................................................................................... passim Bose v. Interclick, Inc., No. 10-CV-9183, 2011 U.S. Dist. LEXIS 93663 (S.D.N.Y. Aug. 17, 2011) ............................6 Bushnell Corp. v. ITT Corp., 973 F. Supp. 1276 (D. Kansas 1997) .........................................................................................7 Cole v. Homier Distrib. Co., Inc., 599 F.3d 856 (8th Cir. 2010) .....................................................................................................5 Cottman Transmission Sys., Inc. v. Martino, 36 F.3d 291 (3d Cir. 1994).......................................................................................................13 Freeman v. Fallin, 254 F. Supp. 2d 52 (D.D.C. 2003) ...........................................................................................14 Hawkeye Land Company v. ITC Holdings, Corp., 125 F. Supp. 3d 885 (N.D. Iowa 2015) ....................................................................................11 Heldt v. Payday Financial, LLC, 12 F. Supp. 3d 1170 (D.S.D. 2014) .........................................................................................12 Ho Myung Moolsan Co., Ltd. v. Manitou Mineral Water, Inc., 665 F. Supp. 2d 239 (S.D.N.Y. 2009)........................................................................................6 Home Show Tours, Inc. v. Quad City Virtual, Inc., 827 F. Supp. 2d 924 (S.D. Iowa 2011) ......................................................................................6 Hopkins v. Saunders, 199 F.3d 968 (8th Cir. 1999) .....................................................................................................9 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 3 of 20 TABLE OF AUTHORITIES Page(s) iii J. Lloyd Int’l, Inc. v. Super Wings Int’l, Ltd., Cause No. 15-CV-74-LRR, 2016 U.S. Dist. LEXIS 14717 (N.D. Iowa Feb 8, 2016) ........................................................................................................................................13 Maalouf v. Salomon Smith Barney, Inc., No. 02 Civ. 4770, 2003 U.S. Dist. LEXIS 5913 (S.D.N.Y. Apr. 10, 2003) ..............................7 Parkhill v. Minn. Mut. Life Ins. Co., 286 F.3d 1051 (8th Cir. 2002) .................................................................................................10 Plasticware, LLC v. Flint Hills Res., LP, 852 F. Supp. 2d 398 (S.D.N.Y. 2012)........................................................................................6 Quinn-Hunt v. Bennett Enters., Inc., 122 F. App’x 205 (6th Cir. 2005) ............................................................................................10 Ransom v. VFS, Inc., 918 F. Supp. 2d 888 (D. Minn. 2013) ......................................................................................11 Steen v. Murray, 770 F.3d 698 (8th Cir. 2014) ...................................................................................................14 Storis v. GERS Retail Sys., 1995 U.S. Dist. LEXIS 7614 (D. NJ. May 31, 1995) ................................................................7 United States Surgical Corp. v. Imagyn Med. Techs., 25 F. Supp. 2d 40 (D. Conn. 1998) ..........................................................................................13 Whitehead v. City of St. Louis, No. 4:09CV483 CDP, 2009 U.S. Dist. LEXIS 109896 (E.D. Mo. Nov. 24, 2009) ........................................................................................................................................11 Whitney v. Guys, Inc., 700 F.3d 118 (8th Cir. 2012) .....................................................................................................5 Woodke v. Dahm, 70 F.3d 983 (8th Cir. 1995) .........................................................................................12, 13, 14 Statutes 28 U.S.C. §1391(b)(2) .............................................................................................................12, 13 Other Authorities Fed. R. Civ. P. 11 .............................................................................................................................8 Fed. R. Civ. P. 12(b)(3)....................................................................................................1, 2, 12, 14 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 4 of 20 TABLE OF AUTHORITIES Page(s) iv Fed. R. Civ. P. 12(b)(6).......................................................................................................... passim Fed. R. Civ. P. 12(e) ........................................................................................................1, 2, 11, 14 Fed. R. Civ. P. 8(a)(2) ......................................................................................................................4 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 5 of 20 1 Defendant Knight Transportation, Inc. (“Knight”) submits this brief in support of its motion to dismiss the Complaint of plaintiff CRST Expedited, Inc. (“CRST”) pursuant to Fed. R. Civ. P. 12(b)(6), alternatively for a more definite statement pursuant to Fed. R. Civ. P. 12(e), and to dismiss the Complaint for lack of proper venue pursuant to Fed. R. Civ. P. 12(b)(3). I. SUMMARY OF ARGUMENT CRST has sued Knight,1 an industry competitor, alleging that Knight interfered with unspecified contracts CRST has with unspecified drivers. As demonstrated below, CRST’s Complaint [Doc. No. 2] fails to plead facts sufficient to raise a right to relief above a speculative level. As a result, under the established case law in this Circuit, dismissal of CRST’s Complaint is appropriate under Fed. R. Civ. P 12(b)(6). Specifically, the Complaint is factually defective because, when the extraneous verbiage is parsed out, all the Complaint really alleges is: 1. CRST has contracts with drivers for a fixed term of 10 months; 2. Knight inquired about hiring some of these drivers (roughly 180); 3. Presumably, some of these drivers (CRST does not say exactly who or why), did not complete their contract terms; and 4. CRST believes some of the drivers did not finish their contract terms, 1 CRST has initiated two other companion suits in this Court against other competitors. CRST Expedited, Inc. v. Swift Transportation, Cause No. 1:17-cv-00025-LRR, and CRST Expedited, Inc. v. J.B. Hunt Transport, Cause No. 1:17-cv-00026-LRR. Defendants Swift and J.B. Hunt are expected to file similar motions to dismiss on similar grounds. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 6 of 20 2 allegedly because of interference by Knight. What CRST has not alleged is the following: a. The specific drivers and contracts allegedly interfered with by Knight; b. The alleged acts of interference; c. The location where any alleged acts of interference occurred; or d. The location of the drivers involved in the alleged interference. The failure to plead these facts means that CRST’s allegations are woefully inadequate to meet the necessary federal pleading standard under Rule 12(b)(6). The Supreme Court mandates that a complaint must plead facts sufficient to raise a right to relief above a speculative level. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). CRST’s general allegations simply do not meet this standard. “[T]he Federal Rules do not require courts to credit a complaint’s conclusory statements without reference to its factual context.” Ashcroft v. Iqbal, 556 U.S. 662, 686 (2009).2 Finally, pursuant to Federal Rule of Civil Procedure 12(b)(3), Knight requests that the Court dismiss this matter for improper venue. CRST has failed to articulate why the Northern District of Iowa is a proper venue for this action. The Complaint does not state what, if any, actions occurred in this District. Indeed, because the Complaint fails to identify the specific contracts or business expectancy at issue, or the specific drivers at 2 In the alternative, should the Court determine that CRST’s allegations minimally state a claim against Knight, the Court should still require CRST to amend its Complaint to provide a more definite statement pursuant to Fed. R. Civ. P. 12(e). Such a statement is required so that Knight may respond to specific allegations of the contracts and drivers involved, and assert affirmative defenses based on specific facts. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 7 of 20 3 issue, neither Knight nor the Court can ascertain where any of the alleged actions regarding CRST’s claims arose. As a result, CRST has failed to meet the venue requirements of Rule 12(b)(3). II. RELEVANT FACTS CRST has filed suit against Knight, one of its competitors. CRST alleges the following facts: CRST enrolls individuals in a “Driver Trainer Program” and requires them to execute “both a Pre-Employment Driving Training Agreement and a Driver Employment Contract (the ‘Employment Contract.’)” [Doc. No. 2, ¶ 10]. CRST asserts that “in exchange for CRST advancing the cost of participation in the Driver Training Program, the driver agrees to a ten (10) month employment term with CRST.” [Id. at ¶ 12]. CRST claims that Knight has actively recruited its drivers who were within their 10 month employment term. Referring to a letter from three years ago, CRST alleges that it “sent Knight a cease and desist letter demanding the immediate cessation of all recruitment activity that could induce CRST drivers to breach the terms of their respective Employment Contracts with CRST.” [Id. at ¶ 19]. CRST alleges that because of that one letter from three years ago, “Knight had knowledge both of the existence of the Employment Contract and its terms, including CRST’s investment in its Driver Training Program.” [Id. at ¶ 20]. After stating that it became aware of Knight’s employment verification of current or former CRST drivers, CRST contends that Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 8 of 20 4 “[p]reliminary investigation revealed that in 2016 CRST received approximately 180 such employment verification requests from Knight for drivers who were within the 10- month Restrictive Term of their individual contracts.” [Id. at ¶ 23]. Noticeably absent from the allegations are the specifics about which, if any, of the 180 referenced drivers were actually hired by Knight. Nor has CRST asserted how Knight allegedly interfered with these unspecified contracts or drivers. CRST asserts claims for intentional interference with prospective economic advantage (Count I), unjust enrichment (Count II), and intentional interference with contract (Count III). However, CRST’s Complaint fails to identify: (a) which specific contracts are at issue; (b) the specific drivers who are the third parties to these contracts; (c) the state/jurisdiction where these drivers worked; and (d) what purported interference occurred and where it occurred. Finally, without any supporting facts, CRST summarily concludes that venue is proper in this Court “because a substantial part of the events or omissions giving rise to the claim occurred in Cedar Rapids, Linn County, Iowa.” [Id. at ¶ 4]. III. ARGUMENTS & AUTHORITIES A. CRST’s Failure To Identify The Specific Contracts And Drivers At Issue is Fatal Under Rule 12(b)(6) 1. Rule 12(b)(6) Standard. "Federal Rule of Civil Procedure 8(a)(2) requires only 'a short and plain statement of the claim showing that the pleader is entitled to relief,' in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'" Twombly, 550 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 9 of 20 5 U.S. at 555 (alteration in original)(quoting Fed. R. Civ. P. 8(a)(2) and Conley v. Gibson, 355 U.S. 41, 47 (1957)). In order to meet that standard and survive a motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Iqbal, 556 U.S. at 663 (internal quotations and citation omitted). This requirement of facial plausibility means that the factual content of the plaintiff's allegations must "allow[ ] the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Cole v. Homier Distrib. Co., Inc., 599 F.3d 856, 861 (8th Cir. 2010). "While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff’s obligation to provide the 'grounds' of his 'entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Twombly, 550 U.S. at 555 (internal alterations and citations omitted). Twombly holds that "naked assertion[s]" devoid of factual enhancement will not suffice.” Id. at 557. As the Eighth Circuit summarized, the question is not whether the plaintiff might at some later stage be able to prove the facts alleged, the question is whether the plaintiff has adequately asserted facts (as contrasted with naked legal conclusions) to support its claims. Whitney v. Guys, Inc., 700 F.3d 118, 1129 (8th Cir. 2012). CRST’s allegations fail to meet these clear standards. 2. CRST Fails To Adequately Plead Its Interference Claims. Assuming for purposes of this motion that Iowa law applies,3 to prove a claim for 3 Knight does not concede that Iowa law applies. Indeed, as outlined below, CRST’s wholesale failure to identify which particular contracts are at issue, where the contracting parties reside, and Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 10 of 20 6 tortious interference with an existing business relationship, a party must show: “(1) plaintiff had a contract with a third-party; (2) defendant knew of the contract; (3) defendant intentionally and improperly interfered with the contract; (4) the interference caused the third-party not to perform, or made performance more burdensome or expensive; and (5) damage to the plaintiff resulted." Home Show Tours, Inc. v. Quad City Virtual, Inc., 827 F. Supp. 2d 924, 945-46 (S.D. Iowa 2011)(quoting Kern v. Palmer Coll. of Chiropractic, 757 N.W.2d 651, 662 (Iowa 2008)). While the Complaint alleges generally that CRST uses “Employment Contracts” with its “drivers,” it fails to identify one specific contract or one specific driver that CRST contends was interfered with by Knight. In addition to not identifying the specific drivers and their contracts at issue, the Complaint fails to specifically allege that Knight had knowledge of these specific drivers and contracts such that it could interfere with them. Rather, the Complaint makes conclusory allegations regarding these critical facts, asserting only that Knight was aware of the unspecified contracts and interfered with the unspecified drivers. As a result, CRST’s allegations are insufficient under Rule 12(b)(6). Courts in other jurisdictions have rejected generalized factual allegations regarding the contract at issue, holding that a plaintiff cannot generically state that it has contracts with third parties, but instead must state the particular contract (and parties to the contract) at issue. See Bose v. Interclick, Inc., No. 10-CV-9183, 2011 U.S. Dist. LEXIS 93663, (S.D.N.Y. Aug. 17, 2011)(dismissing a tortious interference with contract where the purported interference occurred, makes it impossible for the parties and the Court to ascertain which state’s laws apply. Iowa law has been chosen for illustration purposes only. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 11 of 20 7 claim where plaintiff claimed that it had contracts with various parties, but did not give any "facts regarding the terms of the contracts or the specific parties to the contracts"); Plasticware, LLC v. Flint Hills Res., LP, 852 F. Supp. 2d 398, 404 (S.D.N.Y. 2012)(granting defendant's 12(b)(6) motion to dismiss the tortious interference with contract claim because plaintiff only alleged that "it has 'agreements' with its customers" and did not provide adequate details about a particular contract between itself and a third party); Ho Myung Moolsan Co., Ltd. v. Manitou Mineral Water, Inc., 665 F. Supp. 2d 239, 255 (S.D.N.Y. 2009)("Although plaintiffs state in their supporting papers that defendants interfered with their customer contracts . . . the Amended Complaint does not specify a single customer contract with which defendants interfered."); Maalouf v. Salomon Smith Barney, Inc., No. 02 Civ. 4770, 2003 U.S. Dist. LEXIS 5913 (S.D.N.Y. Apr. 10, 2003)("[A] plaintiff claiming tortious interference with a business relationship must at least identify the existing third party contract he claims was breached as a result of defendant's conduct.")(citation omitted); Storis v. GERS Retail Sys., 1995 U.S. Dist. LEXIS 7614 (D. NJ. May 31, 1995)(“In the context of tortious interference with contract, plaintiff must allege the existence of a specific contract that was interfered with by defendant.); Bushnell Corp. v. ITT Corp., 973 F. Supp. 1276, 1288 (D. Kansas 1997)(“[h]ere, plaintiff has alleged that it had ‘contractual relations’ with its customers and vendors. It has not, however, alleged that any particular contract was breached as a result of conduct by defendant. The court concludes that this most basic element of breach must be alleged to state a claim for tortious interference with contract”). Additionally, knowledge of the specific drivers is not merely a luxury for CRST Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 12 of 20 8 when pleading its claims. Instead, such information is required in order for CRST to establish its claims. According to Iowa’s model jury instructions, in order for CRST to prevail, it must specifically identify the name of the third party with whom it had a contract: The plaintiff must prove all of the following propositions: 1. The plaintiff had a contract with (name of third person). 2. The defendant knew of the contract. 3. The defendant intentionally and improperly interfered with the contract by (set out the particulars supported by the evidence). 4. a. The interference caused [(name of third person)] [the plaintiff] not to perform the contract; or b. The interference caused the plaintiff’s performance of the contract to be more burdensome or expensive. 5. The nature and amount of damage. Iowa Civil Jury Instructions, §1200.1 (emphasis added).4 This is not a situation where CRST should need discovery in order to provide the driver and contracts at issue. Rather, CRST should be keenly aware of the specific drivers and contracts at issue. (If it is not, then CRST cannot meet its obligations under Fed. R. Civ. P. 11 to represent to the Court that the factual allegations have evidentiary support.) Moreover, as a practical matter, CRST’s bare assertions prevent Knight from adequately responding and defending itself because these assertions fail to provide fair 4 Civil Jury Instruction § 1200.2 imposes the same identification requirement for intentional interference with prospective advantage claims. See Iowa Civil Jury Instructions, §1200.2. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 13 of 20 9 notice of the claims. CRST’s conclusory allegations leave the following critical questions: • Which drivers are at issue? • What actions, if any, did Knight take to recruit the specific drivers? • What is the residency/citizenship of the particular driver? Is the contract valid pursuant to that state’s law? If some or all of the contracts would not be valid under that state’s law, can CRST establish its tortious interference claim? • CRST claims that 180 employment verifications were conducted, but stop short of stating that all 180 drivers were hired by Knight. Even if it is a smaller subset than the 180 employment verifications, does CRST contend that each and every one of those contracts were tortiously interfered with by Knight? • Where did the alleged interference occur? Does the location of the alleged interference impact the conflicts of law analysis for the Court to determine which state’s law applies to the claim? • With the identity of the drivers or contracts at issue, can CRST establish the interference caused that specific third-party not to perform? • With the identity of the drivers or contracts at issue, can CRST establish that it suffered any damages arising out of this particular transaction? • With the knowledge of the individual drivers at issue, are there individualized affirmative defenses that Knight can assert? None of this information is provided in the Complaint. Complaints that merely provide vague and conclusory allegations are insufficient to state a claim; rather, the complaint must be sufficiently detailed "to give the defendant fair notice of what the claim is and the grounds upon which it rests." Twombly, 550 U.S. at 555, (quoting Conley, 355 U.S. at 47) (quotation marks and ellipses omitted). CRST’s Complaint fails to meet this burden. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 14 of 20 10 The essential function of a complaint under the Federal Rules of Civil Procedure is to give the opposing party 'fair notice of the nature and basis or grounds for a claim, and a general indication of the type of litigation involved.'" Hopkins v. Saunders, 199 F.3d 968, 973 (8th Cir. 1999) (quoting Redland Ins. Co. v. Shelter Gen. Ins. Cos., 121 F.3d 443, 446 (8th Cir. 1997)). "The well-pleaded facts alleged in the complaint, not the legal theories of recovery or legal conclusions identified therein, must be viewed to determine whether the pleading party provided the necessary notice and thereby stated a claim in the manner contemplated by the federal rules." Parkhill v. Minn. Mut. Life Ins. Co., 286 F.3d 1051, 1057-58 (8th Cir. 2002); see also Quinn-Hunt v. Bennett Enters., Inc., 122 F. App'x 205, 207 (6th Cir. 2005)("The failure in a complaint to cite a statute, or to cite the correct one, in no way affects the merits of the claim. Factual allegations alone are what matters")(quoting Albert v. Carovano, 851 F.2d 561, 571 n.3 (2d Cir. 1998)). CRST may argue that the Complaint is sufficient under Rule 12(b)(6) and that any ambiguities about which contracts and drivers are at issue will be ferretted out in discovery. However, the Supreme Court has cautioned against this approach: It is no answer to say that a claim just shy of a plausible entitlement to relief can, if groundless, be weeded out early in the discovery process through “careful care management,” given the common lament that the success of judicial supervision in checking discovery abuse has been on the modest side. See, e.g. Easterbrook, Discovery as Abuse, 69 B.U.L. Rev. 635, 638 (1989) (“Judges can do little about impositional discovery when parties control the legal claims to be presented and conduct the discovery themselves”). And it is self-evident that the problem of discovery abuse cannot be solved by “careful scrutiny of evidence at the summary judgment stage” much less “lucid instructions to juries;” the threat of discovery expenses will push cost-conscious defendants to settle even anemic cases before reaching those proceedings. Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 15 of 20 11 Twombly, 550 U.S. at 559. In order to pursue its claims against Knight, CRST must know which contracts or drivers are at issue. As previously stated, the identity of such information is a gateway to further questions this Court may decide: (a) where are these drivers located? (b) are the agreements enforceable under that state’s law? (c) can CRST establish a prima facie case? (d) are there certain affirmative defenses that Knight can assert based on certain transactions? These are not issues that should be resolved during discovery. Rather, they are allegations that must be plead in the Complaint in order to meet the facial plausibility standard under Rule 12(b)(6). Because CRST’s Complaint fails to provide these required allegations, the Court should dismiss the Complaint pursuant to Rule 12(b)(6). B. Alternatively, Knight Requests The Court Order CRST To Provide a More Definite Statement Pursuant to Fed. R. Civ. P. 12(e) Should the Court choose not to grant Knight’s Motion to Dismiss pursuant to Rule 12(b)(6), Knight alternatively requests that the Court order CRST to re-plead with a more definite statement. Under Rule 12(e), a "party may move for a more definite statement of a pleading . . . which is so vague or ambiguous that the party cannot reasonably prepare a response." "[T]he only question is whether it is possible to frame a response to the pleading." Ransom v. VFS, Inc., 918 F. Supp. 2d 888, 901 (D. Minn. 2013). When a '"pleading fails to specify the allegations in a manner that provides sufficient notice, a defendant can move for a more definite [statement] under Rule 12(e) before responding.'" Whitehead v. City of St. Louis, No. 4:09CV483 CDP, 2009 U.S. Dist. LEXIS 109896 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 16 of 20 12 (E.D. Mo. Nov. 24, 2009)(quoting Swierkiewicz v. Sorema N.A., 534 U.S. 506, 512, (2002)). As discussed above, CRST’s vague and conclusory pleadings make it impossible for Knight to prepare a sufficient response and defend itself in this action and, therefore, Knight requests in the alternative that the Court order CRST to amend the Complaint to identify the specific contracts and drivers it claims that Knight has interfered with. C. The Court Should Dismiss This Case For Improper Venue Under Rule 12(b)(3) Finally, the Court should dismiss CRST’s Complaint pursuant to Rule 12(b)(3) for improper venue. "When venue is challenged, the court must determine whether the case falls within one of the three categories set out in §1391(b). If it does, venue is proper; if it does not, venue is improper. . . ." Atl. Marine Constr. Co. v. U.S. Dist. Ct. for the W. Dist. of Tex., 134 S. Ct. 568, 577 (2013). A case not filed in the proper venue can be dismissed under Federal Rules of Civil Procedure Rule 12(b)(3). See Heldt v. Payday Financial, LLC, 12 F. Supp. 3d 1170, 1177 (D.S.D. 2014)(stating that a Rule 12(b)(3) motion may be used to dismiss a case when venue was "wrong" or "improper" where filed). "One of the central purposes of statutory venue is to ensure that a defendant is not haled into a remote district having no real relationship to the dispute." Woodke v. Dahm, 70 F.3d 983, 985 (8th Cir. 1995)(quotation removed). CRST summarily states “[v]enue is proper in this Court and District by operation of 28 U.S.C. §1391(b)(2) because a substantial part of the events or omissions giving rise to the claim occurred in Cedar Rapids, Linn County, Iowa.” [Doc. No. 2, ¶ 4]. CRST Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 17 of 20 13 alleges no other facts specifying why venue is proper in this District. CRST has pleaded no facts to support this summary conclusion. The Complaint does not identify a single action that Knight took in Iowa that gives rise to any of CRST’s claims. Therefore, the Court should conclude that no substantial part of the acts or omissions giving rise to CRST's claims took place in Iowa, and venue in this District is improper. Just because CRST is headquartered in Iowa or the contracts at issue may have an Iowa choice of law is insufficient to establish that a “substantial” part of the events occurred in Iowa. United States Surgical Corp. v. Imagyn Med. Techs., 25 F. Supp. 2d 40, 43 (D. Conn. 1998)(holding that venue was improper since no substantial part of events occurred in Connecticut where tortious interference with Connecticut employment contract occurred in California). As this Court has held, “. . . once a defendant challenges venue in a pre-answer motion, the burden of proof is on the plaintiff to sustain venue.” J. Lloyd Int'l, Inc. v. Super Wings Int'l, Ltd., Cause No. 15-CV-74-LRR, 2016 U.S. Dist. LEXIS 14717 (N.D. Iowa Feb 8, 2016)(citing Cohen v. Newsweek, Inc., 312 F.2d 76, 78 (8th Cir. 1963); see also Beckley v. Auto Profit Masters, L.L.C., 266 F. Supp. 2d 1001, 1003 (S.D. Iowa 2003). CRST has not informed the Court (or Knight) whether its claims have a substantial connection to this District because it has failed to provide the identity of the contracts\business relationships it contends were interfered with by Knight (along with the names of the parties to those contracts\relationships). "[T]he test for determining venue [under Section 1391(a)(2)] is not the defendant's 'contacts' with a particular district, but rather the location of those 'events or omissions giving rise to the claim.'" Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 18 of 20 14 Cottman Transmission Sys., Inc. v. Martino, 36 F.3d 291, 294 (3d Cir. 1994). In the Eighth Circuit, courts determining whether §1391(b)(2) applies in a given case must "focus on relevant activities of the defendant, not of the plaintiff." Woodke v. Dahm, 70 F.3d 983, 985 (8th Cir. 1995). The purpose of this focus is to protect defendants from being "haled into a remote district" having a more tenuous relationship to the dispute. Id. (Citation omitted.) The court may consider other relevant facts, but the focus must be on "the defendant's allegedly wrongful activities." Steen v. Murray, 770 F.3d 698, 703 (8th Cir. 2014). Although the district need not be "the 'best' venue," a substantial part of the events giving rise to the claim must have occurred there. Id. at 702 (quoting Setco Ent. Corp. v. Robbins, 19 F.3d 1278, 1281 (8th Cir. 1994)). When a defendant seeks dismissal for improper venue under Rule 12(b)(3), the defendant usually must submit affidavits or other evidence defeating venue in the chosen forum. See e.g. Freeman v. Fallin, 254 F. Supp. 2d 52, 56 (D.D.C. 2003). However, when CRST wholly fails to identify the contracts at issue, it puts a defendant in the untenable position of trying to make CRST’s case for them. Knight is not in a sufficient position to fully argue whether the events giving rise to this claim occurred in this District or elsewhere, because CRST’s Complaint is woefully deficient. Because CRST has failed to meet its burden, the Court should dismiss the Complaint pursuant to Rule 12(b)(3). IV. CONCLUSION The Court’s pleading requirements under Rules 12(b)(6) and 12(b)(3) have been Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 19 of 20 15 imposed on plaintiffs for a reason-the need to properly plead both facts sufficient to support the claims and facts sufficient to support proper venue. These are not requirements that a party (such as CRST) should take lightly. Nor are they requirements that the Court should simply permit CRST to avoid. As a result of its pleading failures, CRST’s Complaint should be dismissed. Alternatively if the Court determines that the allegations are minimally sufficient, it should order CRST to amend the Complaint to provide a more definite statement pursuant to Rule 12(e). Dated: May 17, 2017. s/ George R. Wood George R. Wood (Iowa Bar No. AT0010023) gwood@littler.com LITTLER MENDELSON, P.C. 1300 IDS Center 80 South 8th Street Minneapolis, MN 55402.2136 Telephone: 612.630.1000 ATTORNEYS FOR DEFENDANT CERTIFICATE OF SERVICE The undersigned hereby certifies that on the 17th day of May, 2017, I electronically filed the foregoing document with the Clerk of Court using the CM/ECF system, which will send notification of such filing to all counsel of record. /s/ George R. Wood Firmwide:147365383.4 058898.1038 Case 1:17-cv-00024-LRR Document 8-2 Filed 05/17/17 Page 20 of 20