HALL v. REVOLT MEDIA & TV, LLC. et al

Filing 17

OPINION. Signed by Judge John Michael Vazquez on 06/28/2018. (ek)

Not for Publication
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

WALTER E. HALL,
Plaintiff
Civil Action No. 17-2217
(JMV) (MF)

V.

REVOLT MEDIA & TV, LLC, RAHMAN
DUKES, JOHN DOES 1-10, and ABC CORP. 110,

OPINION

Defendants.

John Michael Vazguez, U.S.D.J.
This matter concerns allegations of breach of contract, unjust enrichment, and copyright
infringement. Plaintiff Walter Hall (“Plaintiff’) claims that he created music for Defendants’
television show but Defendants thereafler breached the parties’ agreement and infringed Plaintiffs
copyright. Currently pending before the Court is the motion of Defendants Revolt Media & TV,
LLC and Rahman Dukes (collectively, “Defendants”) to dismiss the Complaint. D.E. 10. The
Court reviewed the parties’ submissions’ and decided the motion without oral argument pursuant
to Fed. R. Civ. P.78(b) and L. Civ. R. 78.1(b). For the reasons set forth below, Defendants’ motion
to dismiss is GRANTED in part and DENIED in part.

‘The following briefs were submitted in connection with this motion: Defendants’ Brief, D.E. 10,
(“Def. Br.”); Plaintiffs Opposition, D.E. 15, (“Opp.”); and Defendants’ Reply, D.E. 16, (“Reply
Br.”).

Factual Background & Procedural History

I.

Plaintiff is a music producer who maintains a business in Hackensack, New Jersey. D.E.
1, Compi. at

¶

1. Plaintiff has generated a number of original musical compositions. Id. at

¶ 9.

Defendant Revolt Media (“Revolt”) is a limited liability company operating out of California. Id.
at ¶ 2. Defendant Raliman Dukes (“Dukes”) was the Vice President of Revolt at all relevant times.
Id. atJ3.
In August and September of 2013, Plaintiff provided Revolt with a number of original
songs. Id. at ¶ 10. Later that year, Revolt began using one of the songs on its show “The Gate of
Revolt.” Id. at ¶ 11. Upon learning that Revolt was using the song, Plaintiff reached out to Dukes
in hopes of obtaining a contract that would govern Revolt’s use of the song. Id. at ¶ 12. Although
he initially responded positively to the idea, Dukes later informed Plaintiff that Revolt would be
unable to follow through with contract negotiations because its legal team had not yet been
assembled. Id. at
15.

¶J

13-14. In response, Plaintiff forwarded Dukes a sample agreement. Id. at ¶

Dukes ignored the proposed agreement and sent Plaintiff $700, advising Plaintiff that

additional payments would be made once an agreement was executed. Id. at ¶ 16; Ex. A-C to Def.
Br. Dukes also assured Plaintiff that he would provide him with Revolt merchandise and additional
work. Compi. at ¶ 16. When several months passed with no word from Revolt, Plaintiff attempted
to contact Dukes about negotiating an agreement. Id. at

¶

17. However, Dukes ignored all of

Plaintiffs efforts while continuing to use the song on Revolt’s show through April of 2015. Id. at

¶

17-18.
Plaintiff filed the Complaint on April 3, 2017. D.E. I. Plaintiffs Complaint contains three

counts: Count One for breach of contract/bad faith conduct; Count Two for unjust enrichment; and
Count Three for copyright infringement. Compl. at

2

¶

8-28. Plaintiff seeks both monetary and

injunctive relief Id. at 6-7. Defendants filed the instant motion on October 16, 2017, D.E. 10,
which Plaintiff opposed, D.E. 15. Defendants submitted a reply on October 30, 2017. D.E. 16.
II.

Standard of Review

federal Rule of Civil Procedure 1 2(b)(6) permits a motion to dismiss when a complaint
fails “to state a claim upon which relief can be granted[.]” F or a complaint to survive dismissal
under Rule 12(b)(6), it must contain sufficient factual matter to state a claim that is plausible on
its face. Ashcroft v. Iqbal, 556 U.S. 662, 67$ (2009) (quoting Belt Ati. Corp.

V.

Twombly, 550 U.S.

544, 570 (2007)). A claim is facially plausible “when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” Id. Further, a plaintiff must “allege sufficient facts to raise a reasonable expectation that
discovery will uncover proof of her claims.” Connetlv v. Lane Const. Coip., 809 F.3d 780, 789
(3d Cir. 2016). In evaluating the sufficiency of a complaint, district courts must separate the
factual and legal elements. Fowler v. UPMC Shadyside, 57$ F.3d 203, 210-211 (3d Cir. 2009).
Restatements of the elements of a claim are legal conclusions, and therefore, not entitled to a
presumption of truth. Burtch v. Milberg Factors, Inc., 662 F.3d 212, 224 (3d Cir. 2011). The
court, however, “must accept all of the complaint’s well-pleaded facts as true.” Fowler, 578 f.3d
at 210. Even if plausibly pied, however, a complaint will not withstand a motion to dismiss if the
facts alleged do not state “a legally cognizable cause of action.” Turner v. IF. Morgan Chase &
Co., No. 14-7148, 2015 WL 12826480, at *2 (D.N.J. Jan. 23, 2015).
III.

Analysis
As an initial matter, Plaintiff argues that by relying on the invoice Plaintiff sent to

Defendants, Ex. A-C to Def. Br., Defendants have effectively converted their motion to dismiss
into a motion for summary judgment. Opp. at 2. When a litigant relies on matters outside of the

3

pleadings, the motion is to be treated as a motion for summary judgment. In Re Pension Benefit
Guar. Corp. v. White Consol. Inc/us., 99$ F.2d 1192, 1196 (3d Cir. 1993). However, a court may
review documents that are integral or explicitly relied upon in the complaint in evaluating a motion
to dismiss. Oliver v. Roquet, $58 F.3d 180, 190 (3d Cir. 2017). Here, the invoice is integral to the
Complaint because Plaintiff specifically relies on it to support his claim that a contract existed
between himself and Defendants. Compl. at ¶ 16. Thus, the Court can consider the invoice as part
of Defendants’ motion to dismiss. Additionally, even without the invoice, Plaintiff still does not
state a plausible cause of action as to Counts One and Three. Therefore, the Court will continue
to treat this motion as a motion to dismiss.
a.

Breach of Contract

To state a claim for breach of contract, a plaintiff must allege (1) the existence of the
contract; (2) breach of the contract; (3) damages as a result of the breach; and (4) that the plaintiff
performed its own duties under the contract. faisti v. Energy Plus Holdings, LLC, 2012 WL
3535815, at *7 (D.N.J. Sept. 4, 2012). A contract exists when there was a meeting of the minds,
there was an offer and acceptance, there was consideration, and there was certainty in the terms of
the agreement. Allen v. Bloomingdale’s, Inc., 225 F.Supp.3d 254, 258 (D.N.J. Dec. 21, 2016).
Acceptance of a contract must be absolute and unequivocal.

Kristensons Petroleum, Inc. v.

ExplorerMaritime Cruises, LLC, 2018 WL497070, at *6 (D.N.J. Jan 22, 2018). The consideration
must be a bargained-for exchange of promises or performances. Hackensack University Medical
Center v. Yinglian Xiao, 2018 WL 2095592, at *5 (D.N.J. May 7, 2018) (citing Restatement
(Second) of Contracts

§

71(1981)). These required elements apply to both express and implied

contracts. Gardiner v. VI. Water & Power Attth., 145 F.3d 635, 644 (3d Cir. 1988). If the court
finds that the plaintiff sufficiently pleaded the existence of a contract, “[tjhe plaintiff must also

4

specifically identify portions of the contract that were allegedly breached.” Faisti, 2012 WL
3535815, at *7

Here, Plaintiffs breach of contract claim fails because he does not adequately plead the
existence of a contract or a breach thereof. Instead, the Complaint alleges that the parties were
discussing the possibility of negotiating a contract but that one was never finalized. Compi. at

¶

12-17. For example, Plaintiff indicates that he “contacted Defendant Dukes to craft a contract,”
Id. at

¶ 12; that he sent Dukes a draft contract which was not executed,

Id. at

¶J 15-16; and that

“[a]fter several months without any movement by Revolt, the Plaintiff again attempted to contact
Dukes to work the terms of his agreement,” Id. at

¶ 17. The Complaint does not plausibly allege

that any contract was accepted by Defendants. The Complaint also fails to plausibly plead that the
alleged agreement had sufficiently certain tenus, such as the scope of Defendants’ use of the song
or the amount Plaintiff was to be paid. As a result, because there were no definitive terms, Plaintiff
fails to adequately identify specific portions of the alleged contract which were breached. The
Complaint alleges discussions of future contract negotiations rather than a final agreement.
Therefore, Plaintiff has failed to adequately plead the existence of a contract or a breach of that
contract.

For the foregoing reasons, the Court dismisses Plaintiffs breach of contract claim in Count
One.
b.

Breach of the Covenant of Good Faith & Fair Dealing

The implied covenant of good faith and fair dealing is a “component of every contract”
that requires both parties to a contract act in “good faith[,]” that is, they must “adher[eJ to
‘community standards of decency, fairness, or reasonableness.” Iliadis v. Wa/-Mart Stores, Inc.,
191 N.J. 88, 109 (2007) (internal citations omitted). Good faith “requires a party to refrain from

5

‘destroying or injuring the right of the other party to receive its contractual benefits.” Id. at 110
(citation omitted). However, a necessary prerequisite is the existence of a valid contract. Where
a plaintiff fails to adequately allege the existence of a contract, plaintiff cannot allege that
defendant breached the covenant of good faith and fair dealing. Kenny v. Onward Search, 2015
WL 1799593, at *3 (D.N.J. Apr. 15, 2015).
Here, as discussed above, Plaintiff has not adequately alleged the existence of a contract
and thus the Court dismisses Count One as to the breach of the covenant of good faith and fair
dealing.2
c.

Promissory Estoppel

The Complaint does not assert a claim for promissory estoppel. Instead, Plaintiff raised it
for the first time in his Opposition. Opp. at 4. A plaintiff may not amend his complaint by way
of brief. Corn. Of Pa. ex ret. Zimmerman v. PepsiCo, Inc., $36 F.2d 173, 181 (3d Cir. 1988). If

Plaintiff wishes to bring a claim for promissory estoppel, he may include it in his Amended
Complaint.
d.

Unjust Enrichment

To state a claim for unjust enrichment, a plaintiff must allege “(1) that the defendant has
received a benefit from the plaintiff, and (2) that the retention of the benefit by the defendant is
inequitable.” Hassler v. Sovereign Bank, 644 F. Supp. 2d 509, 519 (D.N.J. 2009), aff’d, 374 F.
App’x 341 (3d Cir. 2010). A plaintiff must show that it expected “remuneration from defendant

Because the Court finds that the Complaint does not adequately plead a valid contract, the
Court does not reach Defendants’ argument that the Complaint also fails to plausibly plead
Defendants’ bad faith, which is necessary for a claim of the breach of the covenant of good faith
and fair dealing. However, the Court notes that Defendants’ argument appears to have merit.

2

6

at the time it performed or conferred a benefit on defendant.” Yingst v. Novartis AG, 63 F.Supp.3d
412, 417 (D.N.J. Nov. 24, 2014).
Here, Defendants received a benefit from Plaintiff when they used Plaintiffs original song
on their show.

Moreover, although it could have been alleged more clearly, the Complaint

sufficiently alleges that Plaintiff expected remuneration when he provided Defendants with his
original songs and that Defendants’ retention of the benefit without paying appropriate
compensation to Plaintiff would be inequitable. As a result, Defendants’ motion to dismiss Count
Two is denied.
e.

Copyright Infringement

To establish a copyright infringement claim, a plaintiff must establish (1) ownership of a
valid copyright; and (2) unauthorized copying of original elements of plaintiff s work. Kay Ber,y,
Inc. v. Taylor Gifts, Inc., 421 F.3d 199, 203 (3d Cir. 2005). Registration of a copyright is required
before the copyright action may be brought in court. Granger v. Acme Abstract Co., 900 F.Supp.2d
419, 422 (D.N.J. 2012). Here, the Complaint does not allege that Plaintiff holds a registered
copyright; instead, he appended the copyright registration to his Opposition. See Ex. C to Opp.
As noted, Plaintiff cannot amend his Complaint through his brief. Cummings v. Princeton Univ,
2016 WL 6434561, at *5 (D.N.J. Oct. 31, 2016). The Complaint fails to plausibly allege that
Plaintiff owns a registered copyright. As a result, Count Three is dismissed.
IV.

Conclusion

For the reasons stated above, Defendants’ motion to dismiss is granted in part and denied in
part. Count Two, alleging unjust enrichment, remains. Counts One and Three are dismissed. The
dismissal is without prejudice and Plaintiff is granted leave to file an Amended Complaint.
Plaintiff has thirty (30) days to file an Amended Complaint, if he so chooses, consistent with this

7

Opinion. If Plaintiff fails to file an Amended Complaint, the dismissal of Counts One and Three
will be with prejudice. An appropriate Order accompanies this Opinion.

Dated: June 28, 2018

la%DJ.

8