Weather Underground, Incorporated v. Navigation Catalyst Systems, Incorporated et al

Filing 186

APPENDIX re: 178 MOTION for Summary Judgment filed by Epic Media Group, Incorporated. by Epic Media Group, Incorporated (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7, # 8 Exhibit 8, # 9 Exhibit 9, # 10 Exhibit 10, # 11 Exhibit 11, # 12 Exhibit 12, # 13 Exhibit 13) (Delgado, William)

Exhibit 7

Page 1
Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

Martha J. Olijnyk, Marc L. Newman, The Miller
Law Firm, David B. Viar, Rochester, MI, for
Plaintiffs.

Only the Westlaw citation is currently available.
United States District Court,
E.D. Michigan,
Southern Division.
JOHNSON CONTROLS, INC. and Bridgewater Interiors, L.L.C., Plaintiffs,
v.
J.F. DUNN ENTERPRISES, INC., Alex Products,
Inc., and A-Stamp Industries, LLC, Defendants.
No. 08-12045.
Feb. 19, 2009.
West KeySummaryRemoval of Cases 334

36

334 Removal of Cases
334III Citizenship or Alienage of Parties
334k36 k. Improper or Collusive Joinder of
Parties. Most Cited Cases
Removal of Cases 334

102

334 Removal of Cases
334VII Remand or Dismissal of Case
334k101 Grounds for Remand
334k102 k. Want of Jurisdiction or of
Cause for Removal. Most Cited Cases
The joinder of a non-diverse party in a breachof-contract claim was fraudulent as there was no viable basis for an alter-ego recovery from the nondiverse party under Michigan law. Thus, case
would not be remanded to state court. Even if the
non-diverse party had not respected the separate
corporate existences, and even if there was some
unity of interest between the defendants, there was
no basis in the complaint for concluding that the
non-diverse party used the alleged abuses of the
formal separation to perpetrate the wrong alleged
by plaintiff. The allegations merely suggested that
distinctions in the entities were blurred in the communications with the other party about their increased price demands and did not show that any
harm was actually caused by blurring of identities.

Erik G. Chappell, Lyden, Liebenthal & Chappell,
Ltd., Sylvania, OH, Clyde W. Mauldin, Laflamme
and Mauldin, Jackson, MI, for Defendants.
OPINION AND ORDER DENYING
PLAINTIFFS' MOTION FOR REMAND
GERALD E. ROSEN, Chief Judge.
I. INTRODUCTION
*1 Plaintiffs Johnson Controls, Inc. and
Bridgewater Interiors, L.L.C. commenced this
breach-of-contract suit in state court on May 1,
2008, seeking to compel Defendant J.F. Dunn Enterprises, Inc. (“J.F.Dunn”) to continue to deliver
automobile components in accordance with the
terms of the parties' contracts. That same day,
Plaintiffs secured an ex parte temporary restraining
order directing this Defendant to continue to supply
these components until further order of the state
court, and ordering the parties to appear for a May
14, 2008 hearing on the matter. Plaintiffs then filed
a first amended complaint on May 7, 2008, naming
Alex Products, Inc. (“API”) and A-Stamp Industries, LLC (“A-Stamp”) as additional Defendants,
and asserting additional state-law claims of alter
ego liability and tortious interference with contractual relations.
On May 9, 2008, Defendants API and AStamp-both Ohio entities-removed the case to this
Court, citing diversity of citizenship as the basis for
removal. Although the third Defendant, J.F. Dunn,
shares Michigan citizenship with at least one
Plaintiff, API and AStamp contend that this nondiverse Defendant was fraudulently joined as a
party, and that its citizenship may be disregarded in
determining the existence of diversity jurisdiction.
FN1
FN1. The Court notes that Plaintiff Bridge-

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

water Interiors and Defendant A-Stamp are
limited liability companies. Because the
parties' initial submissions did not identify
the constituent members of these LLCs or
their citizenship, the Court issued a show
cause order directing Defendants to address this matter. In response, Defendants
have stated (i) that the three individual
members of the Plaintiff limited liability
company, Bridgewater Interiors, reside in
Michigan and California, (ii) that the corporate member of this Plaintiff entity, coPlaintiff Johnson Controls, is a Wisconsin
resident, and (iii) that the sole member of
Defendant A-Stamp is an individual who
resides in Ohio. Thus, this aspect of the diversity inquiry has been resolved.
By motion filed on May 12, 2008, Plaintiffs
seek remand of this case to state court, arguing that
their complaint states one or more viable claims
against J.F. Dunn, thereby destroying the complete
diversity of citizenship that is necessary to support
FN2
Defendants' removal of this action.
Having reviewed the parties' briefs in support of and opposition to Plaintiffs' motion, the accompanying exhibits, and the record as a whole, the Court finds that
the relevant facts, allegations, and legal arguments
are adequately presented in these written submissions, and that oral argument would not aid the decisional process. Accordingly, the Court will decide
Plaintiffs' motion “on the briefs.” See Local Rule
7.1(e) (2), U.S. District Court, Eastern District of
Michigan. For the reasons stated below, the Court
finds that this motion must be denied.
FN2. Plaintiffs also challenged removal on
the ground that one of the Defendants, J.F.
Dunn, had not yet consented to removal.
As Defendants point out, however, the
30-day period for giving this consent had
not yet expired as of the date Plaintiffs
filed their motion. In any event, if Defendants are able to establish that J.F. Dunn
was fraudulently joined as a party, then

they need not obtain its consent to removal. See Alexander v. UDV North America,
Inc., 78 F.Supp.2d 614, 617 n. 4
(E.D.Mich.1999).
II. FACTUAL AND PROCEDURAL BACKGROUND
Plaintiffs Johnson Controls and Bridgewater
Interiors are “Tier 1” suppliers to the automotive
industry, manufacturing seat assemblies and other
automobile components for all of the major automakers. Defendants are “Tier 2” suppliers, providing components to Plaintiffs that in turn are used to
manufacture the seat assemblies and other parts
sold by Plaintiffs to the automobile manufacturers.
According to the complaint, Defendants' sales of
components to Plaintiffs are governed by various
terms and conditions, including price terms, that are
incorporated by reference into the purchase orders
issued by Plaintiffs for each sale.
In their complaint, Plaintiffs allege that Defendants committed an anticipatory breach of their
contractual obligations to Plaintiffs by advising
them on March 5, 2008 that they would cease to
provide components as of April 1, 2008 unless
Plaintiffs agreed to pay higher prices to offset dramatic cost increases for the steel used to manufacture these components. When Plaintiffs ultimately
refused to meet this price demand, Defendants notified them in an April 28, 2008 e-mail that component shipments would cease on May 1, 2008.
Plaintiffs responded by commencing this suit in
state court on May 1, 2008, seeking an order compelling Defendants to continue their shipments of
components in accordance with the parties' agreements and enjoining them from taking any action
inconsistent with their alleged obligation to provide
these components at the agreed-upon prices. As
noted, the state court issued an ex parte temporary
restraining order on the date the suit was filed, directing Defendants to continue supplying components to Plaintiffs until further order of the court, and
instructing the parties to appear at a May 14, 2008
hearing at which the court would consider whether

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

to extend its award of temporary injunctive relief.
*2 Plaintiffs' initial complaint named J.F. Dunn
Enterprises, Inc. (“J.F.Dunn”) as the sole Defendant. Plaintiffs alleged in this initial complaint that
J.F. Dunn was a Michigan corporation, and that it
was doing business as API Sales Company (“API
Sales”) and Alex Products, Inc. (“API”). In a first
amended complaint filed on May 7, 2008, however,
Plaintiffs named API and A-Stamp Industries, LLC
(“A-Stamp”) as additional Defendants, identifying
these two entities as Ohio companies with their
principal places of business also in Ohio. This first
amended complaint also augmented the initial complaint's breach-of-contract claims with two additional theories of recovery: (i) a claim of alter-ego
liability, supported by allegations that J.F. Dunn,
API, and A-Stamp do not act independently, but instead hold themselves out as one and the same company; and (ii) a claim that Defendant J.F. Dunn tortiously interfered with the contractual relationship
between Plaintiffs and the two other Defendants.
On May 9, 2008, the two additional Defendants
named in the first amended complaint-API and AStamp-removed the case to this Court, citing diversity of citizenship as the ground for removal. Although the third Defendant, J.F. Dunn, shares
Michigan citizenship with one or more of the members of the Plaintiff limited liability company,
Bridgewater Interiors, API and A-Stamp assert that
J.F. Dunn may be disregarded for purposes of removal because Plaintiffs purportedly have failed to
state a viable claim against this Defendant.
Plaintiffs disagree, and have challenged Defendants' appeal to fraudulent joinder through their
FN3
present motion for remand.
FN3. Apart from Plaintiffs' motion for remand, Defendants filed a motion seeking
to set aside the temporary restraining order
(“TRO”) issued by the state court. This
TRO has since expired by operation of
law, but the parties subsequently agreed, at
least for a time, to continue complying
with it while they explored a possible set-

tlement. Because all such extensions apparently have expired and the TRO is no
longer in effect, Defendants' motion will
be denied as moot.
III. ANALYSIS
A. The Standards Governing Plaintiffs' Motion
As the removing parties, Defendants bear the
burden of establishing a basis for this Court's subject matter jurisdiction. See Gafford v. General
Electric Co., 997 F.2d 150, 155 (6th Cir.1993);
Young v. Bailey Corp., 913 F.Supp. 547, 550
(E.D.Mich.1996). More specifically, because Defendants appeal to the “fraudulent joinder” of coDefendant J.F. Dunn as the purported basis for this
Court's diversity jurisdiction, Defendants must
show “the absence of a ‘reasonable basis for predicting that the state law might impose liability [on
J.F. Dunn] on the facts involved.’ ” Young, 913
F.Supp. at 550 (quoting Alexander v. Electronic
Data Systems Corp., 13 F.3d 940, 949 (6th
Cir.1994)).
The issue of fraudulent joinder ordinarily is to
be decided solely upon Plaintiffs' pleadings. See
Young, 913 F.Supp. at 550. The Court has the limited authority, however, to accept and consider affidavits and other evidentiary materials bearing upon
this threshold jurisdictional inquiry. See, e.g.,
Crowe v. Coleman, 113 F.3d 1536, 1538 (11th
Cir.1997); B., Inc. v. Miller Brewing Co., 663 F.2d
545, 549 & n. 9 (5th Cir.1981); see also Young, 913
F.Supp. at 550-51 (considering affidavits submitted
by the parties in resolving a claim of fraudulent
joinder). Nonetheless, the Court must take care that
this threshold inquiry does not “subsume substantive determination,” and that all disputed issues of
fact are resolved in Plaintiffs' favor. B., Inc., 663
F.2d at 549-50; see also Young, 913 F.Supp. at 551
(declining to resolve the factual dispute raised by
the parties' competing affidavits “in light of the prediscovery phase of this litigation”).
B. Plaintiffs Have Failed to Identify a Viable
Basis for an Alter Ego Recovery Against J.F.
Dunn.

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

*3 As noted above, Plaintiffs' initial complaint
named J.F. Dunn as the sole Defendant, and alleged
that this party conducted business as API Sales,
API, and A-Stamp. Plaintiffs then amended their
complaint to name API and A-Stamp as additional
Defendants, in evident recognition that these two
parties (i) each has a corporate existence separate
from J.F. Dunn, and (ii) are identified in the relevant purchase orders as the parties to the contractual
relationships giving rise to Plaintiffs' claims in this
case. Nonetheless, Plaintiffs have alleged in their
first amended complaint that J.F. Dunn remains liable for its co-Defendants' breaches of their agreements with Plaintiffs, on the ground that all three of
these Defendant entities are mere alter egos of one
another and have “abused the formal separateness
between themselves.” (First Amended Complaint at
¶ 55.) Even accepting these alter-ego allegations,
however, the Court finds no basis in Plaintiffs'
pleadings or the record for imposing liability upon
J.F. Dunn for any breaches of contractual obligations owed by Defendants API or A-Stamp.
“Under Michigan law, there is a presumption
that the corporate form will be respected.” Servo
Kinetics, Inc. v. Tokyo Precision Instruments Co.,
FN4
475 F.3d 783, 798 (6th Cir.2007).
Nonetheless,
a court may “pierce the corporate veil” and hold a
third party liable for the corporation's actions if “(1)
the corporate entity was a mere instrumentality of
another entity or individual; (2) the corporate entity
was used to commit a fraud or wrong; and (3) the
plaintiff suffered an unjust loss.” Servo Kinetics,
475 F.3d at 798. “The propriety of piercing the corporate veil is highly dependent on the equities of
the situation, and the inquiry tends to be intensively
fact-driven.” 475 F.3d at 798.

As to the first prong of this inquiry, Plaintiffs
cite the following examples of Defendants' alleged
“abuse[s] of [the] formal separation between and
among them”: (i) the shared use of the same letterhead, (ii) the response by one Defendant to correspondence or inquiries directed to another, (iii) the
shared use by API and J.F. Dunn of the same
Michigan address in correspondence and transactions with Plaintiffs, (iv) the shared use of corporate facilities, and (v) the intermingling of corporate
financing. In support of these allegations, Plaintiffs
point to (i) purchase orders listing API as the supplier but giving its address as the Chelsea,
Michigan location of J.F. Dunn; (ii) correspondence
sent to Plaintiffs on the letterhead of API but authored by John Dunn of J.F. Dunn and listing a return address of API Sales, a name under which J.F.
Dunn does business, (see Plaintiffs' Motion, Ex. 3);
and (iii) an April 28, 2008 e-mail message from
John Dunn of API Sales, in which he references the
financing provided by “our bank” and the steps
“we” will take if Plaintiffs do not meet Defendants'
increased price demand, (see Plaintiffs' Motion, Ex.
4). In response, Defendants have submitted the affidavit of David Von Deylen, the president and sole
shareholder of API, stating (i) that each Defendant
is a separate entity, (ii) that J.F. Dunn is an independent sales representative for API that is
“compensated on a straight commission basis for
developing and maintaining relationships with large
customers such as Plaintiffs,” (iii) that only API
and A-Stamp, and not J.F. Dunn, are parties to the
agreements with Plaintiffs calling for the purchase
and sale of automotive components, and (iv) that
J.F. Dunn does not do business as API or A-Stamp,
nor does it have any manufacturing facilities or
capabilities.

FN4. Although it is not clear from the
pleadings and attached exhibits which
state's law governs the parties' contractual
relationships, the parties' briefs cite almost
exclusively to Michigan law, and neither
side argues that another state's law should
govern the Court's alter-ego inquiry.

*4 The Court need not resolve any factual disputes as to the first prong of the alter-ego inquiry,
because Plaintiffs' allegations, if proven, would not
establish the remaining two prongs of this standard.
Even if Defendants were less than careful in respecting the separate corporate existence of API, AStamp, and J.F. Dunn, and even if some of their in-

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

teractions with Plaintiffs reflected their complete
unity of interests, there is no basis in the complaint
for concluding that Defendants “used” their alleged
abuses of the formal separation among them to perpetrate the wrong alleged by Plaintiffs here-i.e., the
anticipatory breach of the parties' agreement. While
the breach of a contract qualifies as a “wrong” under the second prong of the veil-piercing standard,
see Servo Kinetics, 475 F.3d at 799-800, there nonetheless must be a basis for concluding that Defendants used the device of an ostensibly separate
corporation to commit this wrong. The allegations
here, however, merely suggest that Defendants
blurred any distinctions among themselves in communicating with Plaintiffs about their increased
price demands. There simply is no causal connection between this alleged intermingling of corporate
identities and the wrong complained of by
Plaintiffs, such that one could conclude that the
FN5
former was “used” to bring about the latter.
FN5. To be sure, Plaintiffs explicitly allege
in their complaint that “API and API Sales
abused the formal separateness between
themselves ... to commit wrongs against
Plaintiffs.” (First Amended Complaint at ¶
55.) To the extent that this reflects a legal
conclusion, however, the Court need not
accept it as true if the law dictates otherwise.
Likewise, the complaint lacks any allegations
of an “unjust” loss-i.e., a loss that is appropriately
remedied by piercing a corporate veil. Again, even
accepting that J.F. Dunn was communicating with
Plaintiffs as though it was one and the same company as the actual parts suppliers, API and AStamp, this intermingling of corporate identities did
nothing to make Plaintiffs' alleged losses in this
case more or less “unjust.” Regardless of whether
J.F. Dunn misleadingly referenced a collective decision by the Defendants as a unified whole in its
communications with Plaintiffs, and regardless of
whether this course of conduct might have led
Plaintiffs to be understandably uncertain about

where one Defendant's corporate existence left off
and another's began, Plaintiffs' alleged losses here
would be precisely the same-namely, the stated refusal of a contracting party to continue performing
its contractual obligations. And, of course, the appropriate remedy remains the same-either ordering
the contracting party to perform these obligations
(as Plaintiffs request) or awarding damages.
More generally, there simply is no reason in
this case to pierce the corporate veil of one Defendant to reach another. The purchase orders attached
as exhibits to Plaintiffs' complaint identify API and
A-Stamp as the contracting parties. Because of this,
Plaintiffs have appropriately named these two entities as Defendants that are subject to breachof-contract liability. Plaintiffs have failed to suggest any impediment to the imposition of liability
against these parties or their ability to enforce a
judgment against these parties. This is not a case
where, for example, a shell corporation holds itself
out as the contracting party, while a third party actually controls this corporation and its performance
under the contract. Rather, the undisputed record
shows that API and A-Stamp truly are the entities
with the facilities and means to manufacture the
parts sought by Plaintiffs, and that J.F. Dunn has no
such manufacturing capability. It follows that a suit
against API and A-Stamp is a wholly sufficient
vehicle for Plaintiffs to obtain relief from the harms
allegedly inflicted by these two parties, without the
need to pierce the corporate veil of either of these
parties and reach another entity.
*5 Indeed, Plaintiffs' examples of blurred corporate existence run entirely in the wrong direction,
and provide no basis for a veil-piercing that would
reach J.F. Dunn, the non-diverse Defendant. The
correspondence and other materials cited by
Plaintiffs do not evidence any attempt by J.F. Dunn
to hide behind API or A-Stamp, such that it would
be appropriate to pierce the corporate veil of one of
these latter entities in order to impose liability on
J.F. Dunn as the true party in interest. Rather, these
materials, at best, reveal that J.F. Dunn is speaking

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

on behalf of API and A-Stamp, with the latter two
entities “hiding behind” the former. While this
might suggest a ground for piercing the corporate
veil of J.F. Dunn in order to reach API and AStamp as the entities that are truly responsible for
the harm suffered by Plaintiffs, this is not what
Plaintiffs seek to do here. To the contrary, they do
not claim or identify any impediment to their ability
to seek relief directly against API and A-Stamp.
Under these circumstances, it seems evident that
Plaintiffs' appeal to an alter-ego theory of recovery
is motivated solely by their desire to keep a nondiverse Defendant, J.F. Dunn, in this case. This,
needless to say, does not establish Defendants' abuse of their separate corporate existence “to subvert
justice,” such that the equitable relief of veilpiercing is warranted. Wells v. Firestone Tire &
Rubber Co., 421 Mich. 641, 364 N.W.2d 670, 674
(1985).
C. Plaintiffs Have Failed to Identify a Distinct
Interest That Could Have Motivated J.F. Dunn
to Tortiously Interfere With the Contractual Relations Between Plaintiffs and API and A-Stamp.
Plaintiffs' remaining theory of liability against
J.F. Dunn is pled in the alternative. Specifically, in
the event that it is determined that J.F. Dunn is not
a mere alter ego of its two co-Defendants, and
hence jointly liable for a breach of contract committed by either API or A-Stamp, Plaintiffs assert
that J.F. Dunn is subject to liability for tortiously
interfering with the contractual relationships
between Plaintiffs and the other two Defendants.
Yet, even accepting, for present purposes, that the
three Defendant entities have properly maintained
separate corporate existences and are not mere alter
egos of one another, the allegations of the complaint fail to identify a sufficiently distinct interest
held by J.F. Dunn vis-a-vis the other two Defendants, such that Plaintiff has stated a viable claim of
tortious interference against J.F. Dunn.
Under Michigan law, in order to be held liable
for tortious interference, the defendant must be a
“third party” to the contractual relationship with

which it has allegedly interfered. Willis v. New
World Van Lines, Inc., 123 F.Supp.2d 380, 396
(E.D.Mich.2000). Thus, a “corporate agent is not liable for tortious interference with the corporation's
contract unless the agent acted purely for personal
gain and with no benefit to the corporation.” Willis,
123 F.Supp.2d at 397 (internal quotation marks and
citations omitted). It follows, in Defendants' view,
that J.F. Dunn cannot be held liable for tortious interference with the contractual relationships
between Plaintiffs and co-Defendants API and AStamp, because J.F. Dunn served as the agent of its
two co-Defendants in negotiating and maintaining
the contractual relationships between these two entities and Plaintiffs.
*6 In an effort to avoid this result, Plaintiffs
seize upon an apparent inconsistency in the arguments advanced in Defendants' submissions. In particular, while Defendants API and A-Stamp appeal
to J.F. Dunn's status as their “agent” in an effort to
defeat Plaintiffs' claim of tortious interference, they
seek to place a greater distance between themselves
and J.F. Dunn in challenging the viability of
Plaintiffs' claim of alter-ego liability, contending in
the latter instance that J.F. Dunn is an “independent
contractor” with a separate corporate existence.
Plaintiffs then appeal to case law treating agents
and independent contractors as distinct under the
law.
This case law distinguishing between agents
and independent contractors is inapposite here. The
reason why “agents” are not liable for tortious interference is that an agent's interests typically are
fully aligned with those of its principal, such that
there is no basis for concluding that the agent might
have acted contrary to the interests or purposes of
the principal in interfering with the latter's contractual relations. See Willis, 123 F.Supp.2d at 397
(observing that an agent may be liable for tortious
interference if he acted “for personal gain and with
no benefit to the corporation”). This alignment of
interests holds true regardless of whether the
“agent” qualifies as an “independent contractor” in

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Not Reported in F.Supp.2d, 2009 WL 415706 (E.D.Mich.)
(Cite as: 2009 WL 415706 (E.D.Mich.))

circumstances where this distinction is legally significant.
Here, even accepting Defendants' assertion that
J.F. Dunn qualifies as an “independent contractor,”
there is no suggestion in the complaint or elsewhere
in the record that it might have acted as anything
other than an “agent” with regard to the contractual
relationship between Plaintiffs and the two coDefendants. In particular, Plaintiffs have not identified any interest unique to J.F. Dunn alone in this
contractual relationship, such that J.F. Dunn could
be found to have placed this individual interest
above the interests of API or A-Stamp in allegedly
acting to interfere with the contractual relationships
between these co-Defendants and Plaintiffs. To the
contrary, the sole evidence in the record bearing
upon this point reflects that J.F. Dunn is paid commissions for developing and maintaining relationships between API and A-Stamp and customers
such as Plaintiffs. Under these circumstances, interference with such relationships would harm J.F.
Dunn and the two co-Defendants alike. Thus,
Plaintiffs cannot demonstrate that J .F. Dunn “acted
purely for personal gain and with no benefit to”
API or A-Stamp in allegedly interfering with the
contractual relations of these two co-Defendants,
such that Plaintiffs could sustain a claim of tortious
interference against J.F. Dunn. It follows that Defendants have established the fraudulent joinder of
J .F. Dunn.

E.D.Mich.,2009.
Johnson Controls, Inc. v. J.F. Dunn Enterprises,
Inc.
Not Reported in F.Supp.2d, 2009 WL 415706
(E.D.Mich.)
END OF DOCUMENT

IV. CONCLUSION
For the reasons set forth above,
NOW, THEREFORE, IT IS HEREBY
ORDERED that Plaintiffs' May 12, 2008 motion for
remand (docket # 3) is DENIED. IT IS FURTHER
ORDERED that Defendants' May 13, 2008 motion
to dissolve temporary restraining order (docket # 4)
is DENIED AS MOOT. Finally, IT IS FURTHER
ORDERED that the Court's May 16, 2008 show
cause order is VACATED, in light of Defendants'
May 20, 2008 response addressing the Court's concerns regarding the citizenship of the Plaintiff and
Defendant limited liability companies.

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