Kholodnov v. Sandlin et al

Filing 19

MEMORANDUM OPINION. Signed by Judge George Jarrod Hazel on 8/7/2019. (cm 8/8/2019 - jf3s, Deputy Clerk)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
Southern Division
ANYA KHOLODNOV

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Plaintiff,

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v.

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Case No.: GJH-18-441

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PHILLIP SANDLIN, et al.

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Defendants,

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MEMORANDUM OPINION
Plaintiff Anya Kholodnov filed this lawsuit against Defendants Phillip Sandlin, Gear
Factory Frederick LLC (“Gear Factory”), Anthony Yost, and TLC Transmissions, LLC (“TLC”)
alleging copyright infringement and various state law claims in relation to a dispute over a
business co-owned by Plaintiff and Defendant Sandlin. Defendant Sandlin, proceeding pro se,
has submitted an Answer denying all allegations and asked the Court to dismiss Plaintiff’s
claims. ECF No. 12. No hearing is necessary. Loc. R. 105.6. (D. Md. 2018). For the reasons
stated below, Defendant’s Motion to Dismiss is DENIED.
I.

BACKGROUND1
Plaintiff and Defendant Sandlin agreed to form and operate Gear Factory as co-owners

beginning in March 2016. ECF No. 1 ¶¶ 26, 33. Plaintiff alleges that she owns at least 50% of
Gear Factory, as she and Sandlin agreed to “equal voting rights, profits, losses, and share of

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Unless otherwise stated, the background facts are taken from Plaintiff’s Complaint, ECF No. 1, and are presumed
to be true.

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distribution.” Id. ¶¶ 25, 27. Plaintiff also contends that Sandlin owed Plaintiff money at the time,
and Plaintiff agreed to allow Sandlin to pay her back by putting that money towards the cost of
starting Gear Factory. Id. ¶ 38. Together, Plaintiff and Sandlin researched the startup process for
the company, met the landlord, and obtained a lease for the location. Id. ¶¶ 40-41. As part of her
work, Plaintiff created the branding for Gear Factory, “including a logo, business cards,
letterhead, invoice templated, shirts, signage, a company website, advertisements, brochures, and
additional materials.” Id. ¶ 42. She would later copyright some of these materials. ECF No. 1-1.,
Plaintiff and Sandlin soon grew apart, and Sandlin began denying Plaintiff a right to vote
on matters relating to Gear Factory, a distribution of profits, and access to Gear Factory’s books
and records. ECF No. 1 ¶¶ 61-63. Each of the Defendants also continued to use the copyrighted
materials without her permission. Id. ¶¶ 16-7, 22, 69. Plaintiff sent a cease-and-desist letter to
Defendants Sandlin and Gear Factory in April 2017. Id. ¶ 19. Sandlin proceeded to attempt to
sell Gear Factory’s equity, assets, or both to Defendants Yost and TLC. Id. ¶ 21. Defendant
Sandlin has made four arguments in his motion to dismiss: that the Court lacks jurisdiction, that
Plaintiff was not an owner of Gear Factory, that Plaintiff’s ownership claims conflict with her
copyright claims, and that Sandlin/Gear Factory and Yost/TLC are two different companies.
Each argument fails.
II.

STANDARD OF REVIEW
A federal court must have subject-matter jurisdiction to decide a matter before it.

Lightfoot v. Cendant Mortg. Corp., 137 S.Ct. 553, 562 (2017). If it does not, then the court must
dismiss the case. Fed. R. Civ. P. 12(b)(1). In a facial challenge to subject-matter jurisdiction such
as this one, a court must determine if the complaint fails to allege facts upon which subjectmatter jurisdiction can be based. See Kerns v. United States, 585 F.3d 187, 192 (4th Cir. 2009).

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On a motion to dismiss for failure to state a claim pursuant to Fed. R. Civ. P. 12(b)(6),
the Court “must accept the factual allegations of the complaint as true and construe them in the
light most favorable to the nonmoving party.” Rockville Cars, LLC v. City of Rockville, Md., 891
F.3d 141, 145 (4th Cir. 2018). To overcome a 12(b)(6) motion, the “complaint must contain
sufficient factual matter, accepted as true, ‘to state a claim to relief that is plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). A plaintiff must “provide sufficient detail” to show “a more-than-conceivable
chance of success on the merits.” Upstate Forever v. Kinder Morgan Energy Partners, 887 F.3d
637, 645 (4th Cir. 2018) (citing Owens v. Balt. City State’s Attorneys Ofice, 767 F.3d 379, 396
(4th Cir. 2014)). The mere recitation of “elements of a cause of action, supported only by
conclusory statements, is not sufficient to survive a motion made pursuant to Rule 12(b)(6).”
Walters v. McMahen, 684 F.3d 435, 439 (4th Cir. 2012). Nor must the Court accept unsupported
legal allegations. Revene v. Charles Cnty. Commis., 882 F.2d 870, 873 (4th Cir. 1989). A
plausibility determination is a “context-specific inquiry” that relies on the court’s “experience
and common sense.” Iqbal, 556 U.S. at 679-80.
III.

DISCUSSION
First, Defendant Sandlin claims the Court does not have jurisdiction because both he and

Plaintiff are citizens of Maryland. But “district courts shall have original jurisdiction of all civil
actions arising under the Constitution, laws, or treaties of the United States.” 28 U.S.C. § 1331.
This statutory provision is the source of federal-question jurisdiction, which allows federal courts
to hear cases in which federal law creates the cause of action. See Columbia Gas Transmission
Corp. v. Drain, 237 F.3d 366, 369 (4th Cir. 2001). A court has jurisdiction as long as “a federal
question appears on the face of a plaintiff’s properly pleaded complaint.” Id. at 370. Here,

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Plaintiff alleges a violation of federal copyright laws. See 28 U.S.C. §§ 1331, 1338. Therefore,
the Court has subject-matter jurisdiction over Plaintiff’s claims.
Second, Defendant Sandlin also contends that Plaintiff was not the owner of Gear Factory
and there was no “agreement implying such status,” see ECF No. 12 ¶ 2, and that her claims
should thus be dismissed. But for the purposes of a motion to dismiss, the Plaintiff’s factual
allegations must be taken as true. See Rockville Cars, 891 F.3d at 145. Plaintiff has plausibly
alleged facts that establish that she had an agreement with Defendant Sandlin that she was a
partial owner of Gear Factory; as litigation proceeds, Defendant Sandlin will have the
opportunity to demonstrate that her allegations have no factual basis if that is indeed the case.
Third, Defendant Sandlin takes issue with Plaintiff’s allegations of both copyright
ownership and ownership of Gear Factory. Even if these claims conflict—and Defendant has
raised no authority that they do—the Federal Rules of Civil Procedure allow a party to “set out 2
or more statements of a claim or defense alternatively or hypothetically.” Fed. R. Civ. P. 8(d)(2).
Therefore, Defendant’s argument provides no reason to dismiss the case at this time.
Finally, Defendant explains that Yost/TLC and Sandlin/Gear Factory are two different
companies “being accused of different allegations.” ECF No. 12 ¶ 4. No rule or law prevents two
different companies from being parties to the same lawsuit. See generally Fed. R. Civ. P. 5(c)
(outlining rules for notifying multiple defendants of a pending lawsuit).
IV.

CONCLUSION
Defendant’s Motion to Dismiss, ECF No. 12, is denied. A separate Order shall follow.

Dated: August 7, 2019

__/s/___________________
George J. Hazel
United States District Judge

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