Jayco, Inc. v. National Indoor RV Centers, LLC
OPINION AND ORDER: The court GRANTS the defendants 24 motion to dismiss. All other pending motions - Jaycos amended 14 motion for preliminary injunction, its related 18 motion for limited expedited discovery, and National's 27 motion to stay discovery are DENIED as moot. The preliminary injunction hearing scheduled for 10/4/17 is VACATED. Signed by Judge Robert L Miller, Jr on 9/26/2017. (dk)
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF INDIANA
SOUTH BEND DIVISION
NATIONAL INDOOR RV
CENTERS LLC, et al.,
CAUSE NO. 3:17-CV-458 RLM-MGG
OPINION AND ORDER
Jayco, Inc. filed suit against National Indoor RV Centers, LLC (“NIRVC”),
NIRVC-AZ, LLC (“National Arizona”), National Indoor RV Centers-GA, LLC
(“National Georgia”) and Angie Morell, alleging that they infringed on its Entegra
Coach trademarks and engaged in unfair competition in violation of federal and
state law and breached their dealership agreements when they used those
trademarks to market and sell Entegra Coach motor homes in Texas without
Jayco’s permission. The defendants (collectively, “National”) moved to dismiss the
suit for lack of personal jurisdiction and improper venue. For the following
reasons, the court grants their motion.
I. Standard of Review
When a dismissal motion raises the issue of personal jurisdiction, the
plaintiff must establish personal jurisdiction over each of the defendants.
Advanced Tactical Ordnance Sys., LLC v. Real Action Paintball, Inc., 751 F.3d
796, 799 (7th Cir. 2014); Tamburo v. Dworkin, 601 F.3d 693, 700 (7th Cir. 2010);
Purdue Research Foundation v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 782 (7th
Cir. 2003). The court can receive and weigh affidavits, exhibits and other evidence
in determining whether it has personal jurisdiction, Purdue Research Foundation
v. Sanofi-Synthelabo, S.A., 338 F.3d at 782; Nelson v. Park Indus., Inc., 717 F.2d
1120, 1123 n.7 (7th Cir. 1983). “[O]nce the defendant has submitted affidavits or
other evidence in opposition to the exercise of jurisdiction, the plaintiff must go
beyond the pleadings and submit affirmative evidence supporting the exercise of
jurisdiction.” Purdue Research Foundation v. Sanofi-Synthelabo, S.A., 338 F.3d
As with all motions to dismiss, the court must accept all well-pleaded facts
alleged in the complaint as true, and draw all reasonable inferences in the
plaintiff’s favor. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); Anicich v. Home
Depot U.S.A., Inc., 852 F.3d 643, 648 (7th Cir. 2017). Any factual disputes in the
affidavits must also be resolved in the plaintiff’s favor. Tamburo v. Dworkin, 601
F.3d at 700; Purdue Research Foundation v. Sanofi-Synthelabo, S.A., 338 F.3d
II. Factual Background
The facts that follow are taken from the complaint, affidavits, and exhibits
submitted in support of the parties arguments, are deemed to be true for purposes
of this motion, and, consistent with the standard outlined above, have been
construed in a light most favorable to Jayco.1
Jayco is an Indiana corporation with its principal place of business in
Middlebury, Indiana. National is a Delaware limited liability company, with its
principal place of business in Plano, Texas, and is a citizen of Texas, Connecticut,
and Utah.2 National Arizona is an Arizona limited liability company and a wholly
owned subsidiary of National, with its principal place of business in Phoenix,
Arizona. National Georgia, another wholly owned subsidiary of National, is a
Georgia limited liability company, with its principal place of business in
Lawrenceville, Georgia. [Doc. Nos. 1 at ¶ 10 and 25-1 at ¶ 5, 6]. Angie Morell is a
The evidence submitted in support of and opposition to the motion to dismiss
included: (1) U.S. Patent and Trademark registration certificate for Entegra Coach [Doc.
No. 1-1]; (2) U.S. Patent and Trademark registration certificate for the “EC” symbol [Doc.
No. 1-2]; (3) Dealership Sales and Services Agreement between Entegra Coach and NIRVCAZ [Doc. No. 1-3]; (4) June 2016 Line-Make Addendum between NIRVC-GA and Entegra
Coach [Doc. No. 1-4]; (5) June 27, 2017 Declaration of Angelo Prieto, NIRVC’s Chief
Financial Officer, and Exhibits A-1 and A-2 attached thereto [Doc. Nos. 25-1 to 25-3]; (6)
June 27, 2017 Declaration of Angie Morell [Doc. No. 25-4]; (7) June 27, 2017 Declaration
of Jeffrey Hamilton and Exhibit C-1 attached thereto [Doc. Nos. 25-5 and 25-6]; (8) Report
from the Indiana Secretary of State’s website verifying Jayco’s state of incorporation and
principal office address [Doc. No. 30-1]; (9) July 10, 2017 Declaration of Michael Ritchie,
Jayco’s Vice President of Finance, and Exhibits 1-11 attached thereto [Doc. No. 30-2]; (10)
July 10, 2017 Declaration of Joyce Skinner, Jayco’s Customer Service Director for
Entegra Coach [Doc. No. 30-3]; (11) July 13, 2017 Declaration of Brett Davis, the CEO of
NIRVC [Doc. No. 35-1]; (12) July 13, 2017 Declaration of Tadd Jenkins, NIRVC’s President
[Doc. No. 35-2]; (13) July 14, 2017 Declaration of Hal Kendrick, NIRVC’s Vice President
[Doc. No. 35-3]; and (14) Angelo Prieto’s July 14, 2017 Declaration [Doc. No. 35-4].
A limited liability company’s citizenship is the citizenship of each of its members.
Thomas v. Guardsmark, LLC, 487 F.3d 531, 534 (7th Cir. 2007). NIRVC, LLC’s members
are identified in Angelo Prieto’s June 27, 2017 declaration [Doc. No. 25-1 at 6(a)-(c)].
citizen of Texas. [Doc. Nos. 1 at ¶ 11 and 25-4 at ¶ 2]. The defendants don’t reside
in or have any members, employees, agents, offices, or real property in Indiana.
Jayco and Entegra Coach (a division of Jayco) design, manufacture, and sell
motor homes through a network of independent dealers located throughout the
United States. Entegra Coach is one of Jayco’s registered trademarks, as are the
Entegra Coach symbol (“EC” in script format inside a circle), and the model names
of Entegra Coach motorhomes (Insigna, Aspire, Anthem, and Cornerstone).
In November 2016, National and Jayco entered into a Dealership Sales and
Service Agreement that authorized National Arizona: “to sell and service Entegra
Coach Products and represent itself as an Entegra Coach Dealer” in Maricopa and
Gila Counties in Arizona (which the agreement calls the “Dealer Sales Territory”);
“to purchase Entegra Coach product(s)...including accessories and repair parts”;
and “to use Entegra Coach’s trade names and trademarks in the promotion, sales,
and service of Entegra Coach Products.” The Agreement prohibited National
Arizona from: “establish[ing] an Entegra Coach sales location [or] originat[ing]
sales of Entegra Coach Products outside its Dealer Sales Territory”, and
“display[ing] product(s) for sale or marketing purposes within another Dealer’s
Sales Territory without the written consent of Entegra Coach.” Negotiations about
National’s Arizona dealership took place by telephone, email, and during in person
meetings in Texas, and National vice president Hal Kendrick executed the
dealership application and dealership sales and service agreement in Texas, in
National’s Chief Financial Officer, Angelo Prieto, completed a dealership
application for National Georgia at National’s Texas office in April 2013, and Jayco
alleges that it executed a dealership agreement that was “substantially similar” to
the National Arizona agreement.3 On June 29, 2016, Brett Davis, the CEO for
National and its subsidiaries, signed a “Line-Make Addendum Page” at the Texas
office, agreeing that National Georgia would “maintain in stock or on order” a
minimum of four Entegra Coach “Insignia Class A Motorhomes” at its Lilburn,
Georgia location, and would “concentrate its best efforts toward attaining the
designated target retail performance objective [a minimum of 16 units annually].”
Under those agreements, National Arizona and National Georgia are licensed
dealers for Entegra Coach. National also sells motor homes in Lewisville, Texas,
but it isn’t licensed to sell Entegra Coach motor homes there.
Between August 2013 and June 2017, National ordered 251 Entegra Coach
motor homes from Jayco (valued at $77.2 million) through Ted Cook, a Jayco
saleperson located in Middlebury, Indiana. About the same time, National also
purchased parts valued at $391,836.00, using Jayco’s online Dealer Portal, which
is “hosted” in Middlebury, Indiana. The parts were invoiced from Jayco’s offices
Jayco didn’t indicate when the National Georgia dealership agreement as signed,
attach a copy of the agreement to the complaint, or submit a copy in response to the
motion to dismiss. National president Tadd Jenkins attests that National doesn’t have a
copy of any dealership sales and service agreement for the Georgia dealership, but states
that it “is licensed to sell Entegra coaches in Georgia.” The court assumes for purposes
of the motion to dismiss, that National has a dealership agreement that contains similar
terms to those in National Arizona’s agreement.
in Indiana to National’s primary administrative office in Plano, Texas, and were
shipped to Georgia, Arizona, and Texas.
National presented evidence that all orders for Entegra Coach motor homes
were processed and forwarded from its Texas office, and that all of those motor
homes were sold by National Arizona in Arizona or by Georgia in Georgia. Jayco
hasn’t presented any evidence to the contrary.
Preauthorization request for warranty work and warranty claims were
submitted online, and were processed at Jayco’s warranty center in Indiana.
Joyce Skinner, Jayco’s Director of Customer Service for Entegra Coach, attests
that National submitted 3,898 preauthorization request between July 2015 and
June 2017; that National Georgia submitted 1,021 warranty claims and was paid
$754,119.67 for those claims between November 2013 to June 2017; and that
National Arizona submitted 41 warranty claims between April and June 2017, and
was paid $22,495.81 for those claims.
At Jayco’s request, National registered and/or sent six service technicians
to Indiana for training on Entegra Coach products between 2014 and 2017.
When Jayco received a complaint from Motorhome Specialist, its dealer in
Dallas, Texas, that National was selling Entegra Coach motor homes from its
Lewisville, Texas location (which is within Motor home Specialists’ assigned
territory), Jayco sent a private investigator to make inquiries.
The complaint alleges in pertinent part that:
• On or about May 9, 2017, a private investigator hired by
Jayco visited NIRV[C]’s Lewisville location. The [investigator] inquired
about purchasing an Entegra Coach. Initially, [a National] salesperson, Stephanie Lopez, told the [investigator] that [National] was not
allowed to sell Entregra Coach motorhomes from the Texas location.
Lopez told the [investigator] that they would fly a buyer to [National’s]
locations in Georgia or Arizona to purchase an Entegra Coach. Lopez
then showed a 2017 Entegra to the [investigator]. Lopez told the
[investigator] that she would introduce the [investigator] to Angie
Morell, who was a salesperson on contract, and not an employee of
[National]-TX, so that Morell could sell an Entegra Coach to the
[investigator]. However, Morell’s [National]-TX business card shows
that she is an “RV Lifestyle Specialist” for [National]-TX, the same title
that Lopez has. Morell has an office and phone extension at the
• Lopez told the [investigator] that she could not technically
have any Entegra Coach brochures but that Morell had “stashed
some away for us.” Lopez told the [investigator] that she would not get
a commission if Morell sold the [investigator] an Entegra Coach, but
that Lopez would be “taken care of” by Morell. Lopez told the
[investigator] that she could sell an Entegra Coach, including all the
paperwork involved, but that she would have to take delivery at
another location. Lopez then introduced the [investigator] to Morell.
• When the [investigator] met with Morell, Morell pulled “sample
boards” of Entegra Coach interior samples out from under her desk.
Morell told the [investigator] that she kept them under her desk
because “she can’t keep them out.”
• Morell offered to show the [investigator] an Entegra Coach
that was currently on the lot in Lewisville. Morell told the [investigator] that Texas had really strict dealership laws and they could buy
through Lewisville, but take delivery in Georgia or Arizona.
• Morell told the that she would negotiate a price Entegra
Coach and get approval from [a National] manager.
• Morell took the [investigator] to a room that contained a sales
board identifying current opportunities for [National] sales people in
Lewisville. The board showed Morell’s sales and showed at least 12
new Entegra Coach being sold by Morell. Morell emailed the [investigator] marketing materials containing the Entegra Coach trademarks.
[Doc. No. 1 at ¶¶ 21-26].
Ms. Morell is, by all accounts, good at her job. Between June 29, 2015 and
December 10, 2016, she sold 52 Entegra Coach motor homes for National Arizona
and National Georgia in Arizona and Georgia to customers residing throughout the
United States and Canada.4 Ms. Morell’s sales made her eligible for Entegra
Coach’s Chairman’s Club Sales Incentive Program, and at some point after
December 2016 she submitted a claim to Jayco for a ring and Rolex watch based
upon those sales. Jayco, in turn, sent her both the ring and the watch in
recognition of her “superior dedication in selling [Entegra Coach] motor coaches.”
In March and May 2017, Jayco demanded that National stop selling Entegra
Coach and using its trademarks in Texas. National declined, and in June 2017,
Jayco sent National Arizona and National Georgia a notice of default and
termination of the Dealer Sales and Service Agreements. National responded on
June 7, 2017 by suing Jayco in the District Court of Collin County, Texas (Cause
No. 417-02634-2017) alleging fraud in the inducement, negligent misrepresentation, breach of contract, warranty violations under Georgia law, and business
disparagement. A week later, Jayco filed this suit against Ms. Morell, National and
its subsidiaries, asserting claims of unfair competition and trademark infringe-
Jayco submitted a list of Ms. Morell’s customers and their addresses which shows
that they resided in 19 different states (including one in Indiana) and/or Canada. But
Tadd Jenkins, the President of National and its subsidiaries, attests in his affidavit that
Ms. Morell’s sales and all other Entegra Coach motorhomes sales were made “by National
Arizona in Arizona or by National Georgia in Georgia.” Jayco hasn’t presented any
evidence to the contrary.
ment under federal and state law and breach of contract. The defendants have
moved motion to dismiss this case for lack of personal jurisdiction and improper
This court has personal jurisdiction over the National defendants and Ms.
Morell “if either federal law or the law of the state in which the court sits
authorizes service of process to [each] defendant.” Mobile Anesthesiologists
Chicago, LLC v. Anesthesia Associates of Houston Metroplex, P.A., 623 F.3d 440,
443 (7th Cir. 2010); Fed. R. Civ. P. 4(k)(1)(A). The federal statutes at issue in this
case don’t authorized nationwide service of process, see Advanced Tactical
Ordnance Systems, LLC v. Real Action Paintball, Inc., 751 F.3d at 800; be2, LLC
v. Ivanov, 642 F.3d 555, 558 (7th Cir. 2011), so personal jurisdiction is governed
by Indiana’s long-arm statute, which extends personal jurisdiction to the outer
limits of the Fourteenth Amendment’s Due Process Clause. Ind. Trial Rule 4.4(A);
Reed v. Int’l Union of UAW, 945 F.2d 198, 201 (7th Cir. 1991); L.H. Carbide Corp.
v. Piece Maker Co., 852 F.Supp. 1425 (N.D. Ind. 1994). In deciding whether the
exercise of personal jurisdiction comports with the Due Process Clause, “the
primary focus . . . is the defendant’s relationship to the forum State.” BristolMyers Squibb Co. v. Superior Court of California, San Francisco Cty., 137 S.Ct.
1773, 1779 (2017). Personal jurisdiction exists when each of the defendants has
“certain minimum contacts [with the forum] . . . such that the maintenance of the
suit does not offend traditional notions of fair play and substantial justice.”
Walden v. Fiore, 134 S.Ct. 1115, 1121 (2014) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). “Stated differently, each defendant must have
purposely established minimum contacts with the forum state such that he or she
‘should reasonably anticipate being haled into court’ there.” Tamburo v. Dworkin,
601 F.3d 693, 700–01 (7th Cir. 2010) (quoting Burger King Corp. v. Rudzewicz,
471 U.S. 462, 474 (1985)).
There are two types of personal jurisdiction–general and specific. BristolMyers Squibb Co. v. Superior Court of California, San Francisco Cty., 137 S.Ct.
at 1780. “[O]nly a limited set of affiliations with a forum will render a defendant
amenable to [general] jurisdiction there.” Daimler AG v. Bauman, 134 S.Ct. 746,
For an individual, the paradigm forum for the exercise of general
jurisdiction is the individual’s domicile; for a corporation, it is an
equivalent place, one in which the corporation is fairly regarded as at
home. With respect to a corporation, the place of incorporation and
principal place of business are paradigm bases for general jurisdiction.
Id. (citations and alterations omitted).
To exercise specific jurisdiction, “‘the suit’ must ‘aris[e] out of or relat[e] to
the defendant’s contacts with the forum.’” Bristol-Myers Squibb Co. v. Superior
Court of California, San Francisco Cty., 137 S.Ct. at 1780 (quoting Daimler AG v.
Bauman, 134 S.Ct. at 754).
[T]here must be “an affiliation between the forum and the underlying
controversy, principally, [an] activity or an occurrence that takes
place in the forum State and is therefore subject to the State’s
regulation.” For this reason, ‘specific jurisdiction is confined to
adjudication of issues deriving from, or connected with, the very
controversy that establishes jurisdiction.”
Id. (quoting Goodyear Dunlap Tires Operations, S.A. v. Brown, 564 U.S. 915, 919
(2011)). “When there is no such connection, specific jurisdiction is lacking
regardless of the extent of a defendant’s unconnected activities in the State.” Id.
at 1781; see Goodyear Dunlap Tires Operations, S.A. v. Brown, 564 U.S. at 931,
n.6 (“[E]ven regularly occurring sales of a product in a State do not justify the
exercise of jurisdiction over a claim unrelated to those sales”).
Jayco doesn’t contend that general jurisdiction exists, nor does it appear
likely that it could exist based on the facts presented. Jayco contends that the
court has specific jurisdiction over the defendants: Jayco says that National,
National Arizona, and National Georgia subjected themselves to specific
jurisdiction in Indiana when they:
entered into dealership agreements with Jayco;
purchased Entegra Coach motorhomes from Jayco valued at
more than $81 million;
purchased over $390,000 in parts from Jayco;
submitted over 3,800 pre-authorization requests to Jayco for
warranty work and 1,062 warranty claims, and received
$776,615.48 from Jayco for those claims;
registered and/or sent six service technicians to Indiana for
repeatedly communicated with Jayco in Indiana by telephone,
email and mail.
Jayco alleges that Angie Morell subjected herself to specific jurisdiction in Indiana
requested sales incentives from Jayco, including a watch and
ring valued at over $7,900;
directed potential customers to visit Jayco in Indiana for plant
directed Jayco to amend production orders to change interior
and exterior colors of motor homes for customers for whom
Morell ordered Entegra Coach motor homes; and
requested detailed feature modifications for Entegra Coach
motor homes sales from Jayco.
Jayco’s trademark, unfair competition, and breach of contract claims don’t “arise
out of or relate to” any of those contacts. The dealership agreements were
executed in Texas, not Indiana, and all of the wrongful conduct alleged occurred
in Texas, as evidenced by the following excerpts from the complaint:
2. . . . [T]he Entegra Coach trademark and the business
conducted under that mark have been threatened by the conduct of
Defendants which engage in, and continue to engage in, a deceptive
scheme where it falsely advertises, markets and represents itself to
customers in Texas where they are not licensed or authorized to use
the Entegra Coach trademark.
5. Defendants are flagrantly using Jayco’s Entegra Coach Mark
in a prominent fashion to market itself to customers in and outside
Texas, without Jayco’s permission . . ..
20. Entregra Coach’s dealer in the Dallas, Texas area, Motorhome Specialists, complained to Jayco that [National] was selling
Entegra Coach motorhomes from [National’s] location in Lewisville,
Texas.... [National’s] actions dilute the Entegra Coach marks, cause
confusion within Entegra Coach dealer network and with customers.
27. Defendants are engaging in this façade because it knows
that it cannot use the Entegra Coach mark in Texas or legally sell
from the Lewisville location. [National ]-TX and Morell’s uses [of] the
Entegra Coach marks to sell Entegra Coach motorhomes from
Lewisville is a not so veiled effort to violate the Jayco Dealer Agreements, federal trademark law and other laws.
37. [National’s] unauthorized use and marketing of its products
using Entegra Coach trademark at the Texas location and thereby
conveying a purported sponsorship therewith, results and will
continue to result in monetary damage to Jayco’s business, loss of
goodwill associated with Entegra Coach trademarks and associated
business, and may result in the tarnishing of Jayco’s image and
reputation in the industry amongst the consuming public.
46. Jayco has objected to Defendants’ use of the Entegra Coach
at the Texas location. Defendants have refused to cease and desist
from such use.
54. Defendants have infringed Jayco’s trademarks by using
them in Texas without license, authority or permission.
[Doc. No. 1].
That Ms. Morell requested and received an incentive award for selling 52
Entegra Coach motorhomes in Arizona and Georgia or that she and others
corresponded with Jayco about various matters unrelated to the alleged
infringement, unfair competition, and breach of contract claims is irrelevant to the
issues presented in this case. Where, as here, “the relevant conduct occurred
entirely in [Texas]...the mere fact that [this] conduct affected plaintiffs with
connections to the forum State d[id] not suffice to authorize jurisdiction.” BristolMyers Squibb Co. v. Superior Court of California, San Francisco Cty., 137 S.Ct.
at 1781-82 (quoting Walden v. Fiore, 134 S.Ct. at 1126) (emphasis in original).
As in Walden, all of the defendants’ conduct giving rise to the plaintiff’s claims
occurred outside the forum State. Specific jurisdiction is lacking in this case
“regardless of the extent of a defendant’s unconnected activities in the State.”
Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco Cty., 137
S.Ct. at 1781.
Jayco’s assertion that venue is proper in the Northern District of Indiana is
similarly flawed. It alleges in its complaint that “venue is proper . . . pursuant to
28 U.S.C. § 1391(a)(1) and (2) because Jayco does business [here] and a
substantial part of the events and omissions giving rise to the claims asserted
herein either occurred in this judicial district or its harm is felt in this judicial
district.” [Doc. 1 at ¶ 13]. But the proper venue for a civil action is determined
under 28 U.S.C. § 1391(b), not § 1391(a), and where a plaintiff does business is
not relevant under that section. See Woodke v. Dahm, 70 F.3d 983, 985 (8th Cir.
1995) (courts should focus on relevant activities of the defendant, not the
plaintiffs). The defendants don’t reside here, and as explained earlier, the plaintiffs
haven’t shown that “a substantial part of the events or omissions giving rise to the
claim[s] occurred [in the Northern District of Indiana]”, so venue isn’t proper
under § 1391(b)(1) or (2). Nor is it proper under § 1391(b)(3) because there are
other districts in which the action may be brought.
According, the court GRANTS the defendants’ motion to dismiss [Doc. No.
24]. All other pending motions — Jayco’s amended motion for preliminary
injunction [Doc. No. 14], its related motion for limited expedited discovery [Doc.
No. 18], and National’s motion to stay discovery [Doc. No. 27] — are DENIED as
moot; and the preliminary injunction hearing scheduled for October 4, 2017 is
September 26, 2017
/s/ Robert L. Miller, Jr.
United States District Court
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