Southern Transportation, Inc. v. Lyft, Inc. et al

Filing 74

ORDER denying 72 Motion to Certify Class; denying 73 Motion to Certify Class; granting 33 Motion to Dismiss for Failure to State a Claim; granting 35 Motion to Dismiss for Failure to State a Claim. Signed by Judge Samuel H. Mays, Jr on 06/30/2017. (Mays, Samuel)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF TENNESSEE
WESTERN DIVISION

SOUTHERN TRANSPORTATION, INC.,
Plaintiff,
v.
LYFT, INC.; UBER TECHNOLOGIES,
INC.; and RASIER, LLC,
Defendants.

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No. 16-02669

ORDER

Before the Court is Defendant Lyft, Inc.’s October 17, 2016
Motion

to

Dismiss

(“Lyft’s

Motion”).

(ECF

No.

33

at

91.1)

Plaintiff Southern Transportation, Inc., responded on November
14, 2016.
2016.

(ECF No. 46 at 158.)

Lyft replied on December 8,

(ECF No. 58 at 200.)

Also before the Court is Defendant Uber Technologies, Inc.,
and Rasier, LLC’s (collectively, the “Uber Defendants”) October
20, 2016 Motion to Dismiss (“Uber’s Motion”).
113.)
158.)

Plaintiff responded on November 14, 2016.

(ECF No. 46 at

The Uber Defendants replied on December 8, 2016.

No. 59 at 213.)
1

(ECF No. 35 at

(ECF

Plaintiff filed a supplemental response on

Unless otherwise noted, all pin cites for record citations are to the
“PageID” page number.

February 7, 2017.

(ECF No. 63 at 244.)

The Uber Defendants

filed a supplemental reply on February 21, 2017.

(ECF No. 64 at

246.)
For the following reasons, Lyft’s Motion and Uber’s Motion
are GRANTED.
I.

Background
On August 16, 2016, Plaintiff filed this action against

Defendants,

with

business

relationships, acting in concert, and “class action.”

(ECF No.

1

¶¶

alleging

24-48

at

intentional

6-11.)

interference

Plaintiff’s

Complaint

alleges

the

taxicab

service,

and

following facts.
Plaintiff

operates

Yellow

Cabs,

a

other passenger-transportation services in Memphis, Tennessee,
and

the

surrounding

transportation

to

area.

and

from

Plaintiff
Memphis

provides

International

various hotels, restaurants, and other businesses.
at 3.)

passenger

Airport

and

(Id. ¶¶ 8-9

In April 2014, Defendants began providing passenger-

transportation

services

in

Memphis

and

the

surrounding

area.

Defendants also provide passenger transportation to and from the
same kinds of businesses as Plaintiff.

(Id. ¶¶ 10, 16 at 3-4.)

Defendants are “transportation network companies.”
¶ 11

at

3.)

They

operate

digital

networks

that

passengers with drivers who provide prearranged rides.
¶ 12 at 3.)

(Id.
connect
(Id.

Through this system, passengers request rides using
2

Defendants’ digital networks, and the digital networks in turn
connect

passengers

with

drivers

their personal vehicles.

who

provide

the

rides

using

Of the fee a passenger pays for a

ride, a portion goes to the driver and a portion to Defendants.
(Id. ¶¶ 13-15 at 3-4.)
Plaintiff alleges that Defendants, acting in concert with
their

drivers,

“have

and

continue

to

intentionally

with the business relationships of” Plaintiff.
see also id. ¶¶ 24-29 at 6-7.)

interfere

(Id. ¶ 30 at 7;

Plaintiff alleges that it has

prospective business relationships with “all persons in Memphis
and

the

surrounding

area

services.”

(Id. ¶ 31 at 8.)

Defendants

provide

desiring

the

passenger

transportation

Plaintiff alleges that both it and

same

service

in

the

same

market.

Plaintiff alleges that, because Defendants are aware of their
own prospective business relationships and are aware that other
companies provide passenger-transportation services in Memphis
and

the

surrounding

area,

Defendants

have

Plaintiff’s prospective business relationships.

knowledge

of

(Id. ¶ 32 at

8.)
Plaintiff

alleges

that

“Defendants

have

and

continue

to

intend to cause breach of plaintiff’s prospective relations.”
(Id. ¶ 33 at 8.)
“provide

the

same

Plaintiff contends that it and Defendants
service

to

the

same

market,

and

business

gained by one party generally means business lost by the other
3

party.”

(Id.)

Plaintiff alleges that “Defendants desire to

interfere with plaintiff’s business relations and take business
from

plaintiff,

or

they

know

that

the

interference

is

substantially certain to occur as a result of their actions.”
(Id.)

Plaintiff alleges that “Defendants know and intend that

their actions will result in a loss of business and income to
the plaintiff.”

(Id.)

Plaintiff alleges that Defendants “have and continue to use
improper

means

relations.”

to

interfere

(Id. ¶ 34 at 9.)

with

plaintiff’s

business

Plaintiff alleges that, while it

has operated in full compliance with various Tennessee statutes
and Memphis city ordinances regulating passenger-transportation
services, Defendants have “failed and refused to comply” with
those authorities, “operat[ing] illegally in defiance of these
statutes

and

ordinances.”

(Id.

¶¶

22-23,

34

at

5-6,

9.)

Plaintiff contends that it has lost income and profits as a
result of Defendants’ interference with its business relations.
(Id. ¶ 35 at 9.)
Plaintiff seeks to bring this action on behalf of itself
and a class of other similarly situated parties.
at 10-12.)

(Id. ¶¶ 40-48

Plaintiff seeks compensatory and punitive damages,

disgorgement of profits, costs, and attorney’s fees.
12.)

4

(Id. at

II.

Jurisdiction and Choice of Law
Under

28

jurisdiction

U.S.C.
over

§ 1332(a),

all

civil

this

actions

Court

has

between

original

citizens

of

different states “where the matter in controversy exceeds the
sum or value of $75,000, exclusive of interest and costs.”
U.S.C. § 1332(a)(1).

Plaintiff is a Tennessee corporation with

its principal place of business in Tennessee.
1.)

28

Rasier’s sole member is Uber.

(ECF No. 1 ¶ 1 at

(ECF No. 66 at 268.)

Both

Lyft and Uber are Delaware corporations with their principal
places of business in California.

(ECF No. 1 ¶¶ 2-3 at 1-2.)

Plaintiff seeks damages in excess of $75,000.

(Id. ¶ 7 at 2.)

The

the

parties

are

completely

diverse,

and

amount-in-

controversy requirement is satisfied.
In a diversity action, state substantive law governs.

See

Brocklehurst v. PPG Indus., Inc., 123 F.3d 890, 894 (6th Cir.
1997) (citing Erie R.R. v. Tompkins, 304 U.S. 64, 78 (1938)).
Where,

as

here,

there

is

no

dispute

that

a

certain

state’s

substantive law applies, the court will not conduct a “choice of
law” analysis sua sponte.

See GBJ Corp. v. E. Ohio Paving Co.,

139 F.3d 1080, 1085 (6th Cir. 1998).

Tennessee substantive law

applies.
III. Standard of Review
In addressing a motion to dismiss for failure to state a
claim under Federal Rule of Civil Procedure 12(b)(6), the court
5

must construe the complaint in the light most favorable to the
plaintiff and accept all well-pled factual allegations as true.
League of United Latin Am. Citizens v. Bredesen, 500 F.3d 523,
527

(6th

Cir.

2007).

A

plaintiff

can

support

a

claim

“by

showing any set of facts consistent with the allegations in the
complaint.”

Bell

Atl.

Corp.

v.

Twombly,

550

U.S.

544,

563

(2007).
This standard requires more than bare assertions of legal
conclusions.

Tackett v. M&G Polymers, USA, LLC, 561 F.3d 478,

488 (6th Cir. 2009).

“[A] formulaic recitation of the elements

of a cause of action will not do.”
To

survive

a

motion

to

dismiss,

Twombly, 550 U.S. at 555.
a

complaint

must

contain

sufficient facts “to ‘state a claim to relief that is plausible
on its face.’”

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)

(quoting Twombly, 550 U.S. at 570).

“The plausibility standard

is not akin to a ‘probability requirement,’ but it asks for more
than a sheer possibility that a defendant has acted unlawfully.”
Id. (quoting Twombly, 550 U.S. at 556).

“Threadbare recitals of

the elements of a cause of action, supported by mere conclusory
statements,
plaintiff

do

with

not
no

suffice.”
facts

and

Id.
“armed

(citation
with

omitted).

nothing

more

conclusions” cannot “unlock the doors of discovery.”
678-79.

To

survive

a

motion

to

dismiss,

a

A
than

Id. at

complaint

must

“contain either direct or inferential allegations respecting all
6

material elements necessary for recovery under a viable legal
theory.”

D’Ambrosio v. Marino, 747 F.3d 378, 383 (6th Cir.

2014) (quotation marks omitted).
IV.

Analysis
A.

Intentional Interference with Business Relationships

Defendants contend that Plaintiff has not adequately pled
each

element

business

of

its

claim

relationships

for

(the

intentional

interference

“intentional-interference

(ECF No. 33-1 at 95-96, ECF No. 35-1 at 120-21.)
disagrees.
To
business

with

claim”).
Plaintiff

(ECF No. 46 at 166-67.)

sustain

a

claim

relationships

for

under

intentional

Tennessee

law,

interference
a

with

plaintiff

must

prove the following elements:
(1) an existing business relationship with specific
third parties or a prospective relationship with an
identifiable
class
of
third
persons;
(2) the
defendant’s knowledge of that relationship and not a
mere awareness of the plaintiff’s business dealings
with others in general; (3) the defendant’s intent to
cause the breach or termination of the business
relationship; (4) the defendant’s improper motive or
improper means; and finally, (5) damages resulting
from the tortious interference.
Trau-Med of Am., Inc. v. Allstate Ins. Co., 71 S.W.3d 691, 701
(Tenn. 2002) (emphasis removed and citation omitted).
Plaintiff contends it has adequately alleged that it has a
prospective

relationship

with

an

identifiable

persons, satisfying the first element.

7

class

of

third

Plaintiff alleges that

it provides passenger-transportation services in Memphis and the
surrounding area to and from the airport and various hotels,
restaurants, and other businesses.
has

prospective

Memphis

and

business
the

Plaintiff alleges that it

relationships

surrounding

with

persons

in

desiring

passenger

(ECF No. 1 ¶ 31 at 8.)

transportation services.”

area

“all

Plaintiff

“acknowledges that this is a broad class of persons,” but argues
that “other courts have found . . . similar allegations to be
sufficient.”

(ECF No. 46 at 167.)

Plaintiff
Defendants

contends

have

that

it

knowledge

has
of

adequately

alleged

Plaintiff’s

relationships, satisfying the second element.

that

prospective

Plaintiff alleges

that it and Defendants provide the same service in the same
market and that Defendants are aware of their own prospective
business

relationships

and

passenger-transportation
argues

that,

based

on

of

other

companies’

services

in

that

those

facts,

it

provision

market.
is

a

of

Plaintiff
“reasonable

inference” that Defendants have the requisite knowledge.

(Id.

at 169.)
Assuming without deciding that Plaintiff’s allegations in
support of the first two elements are adequate, Plaintiff has
failed

to

relief

can

state
be

an

intentional-interference

granted

because,

as

claim

discussed

on

below,

which
its

allegations in support of the remaining elements are inadequate.
8

1.
“A

Defendants’ Improper Motive or Improper Means

showing

of

impropriety

intentional

interference

Patterson

Methodist

v.

is

essential

with

business

Healthcare-Memphis

in

a

case

for

relationships.”

Hosps.,

No.

W2008-

02614-COA-R3-CV, 2010 WL 363314, at *10 (Tenn. Ct. App. Feb. 2,
2010).

“[E]ither improper motive or improper means may support

liability for tortious interference.”

Watson’s Carpet & Floor

Coverings, Inc. v. McCormick, 247 S.W.3d 169, 184 (Tenn. Ct.
App.

2007).

To

prove

improper

motive,

a

plaintiff

must

demonstrate that “defendant’s predominant purpose was to injure
the plaintiff.”

Trau-Med, 71 S.W.3d at 701 n.5.

Improper means

include:
those
means
that
are
illegal
or
independently
tortious, such as violations of statutes, regulations,
or recognized common-law rules; violence, threats or
intimidation, bribery, unfounded litigation, fraud,
misrepresentation or deceit, defamation, duress, undue
influence,
misuse
of
inside
or
confidential
information, or breach of a fiduciary relationship;
and those methods that violate an established standard
of a trade or profession, or otherwise involve
unethical
conduct,
such
as
sharp
dealing,
overreaching, or unfair competition.
Id.

(citations

omitted).

In

some

instances,

engaging

in

commercial activity without a required permit may satisfy the
improper-means

element.

See

Tennison

Bros.

v.

Thomas,

No.

W2013-01835-COA-R3-CV, 2014 WL 3845122, at *13 (Tenn. Ct. App.
Aug. 6, 2014).

“[A] determination of whether a defendant acted

‘improperly’ or possessed an ‘improper’ motive is dependent on
9

the particular facts and circumstances of a given case.”

Trau-

Med, 71 S.W.3d at 701 n.5.
Plaintiff
means.
cited

contends

that

Defendants

(ECF No. 46 at 171-73.)
the

alleges

statutes

and

defendant[s]

(Id. at 172-73.)

used

improper

Plaintiff argues that it “has

ordinances

and/or

have

in

[their]

the

complaint

drivers

have

that

it

violated.”

The Complaint alleges that “defendants and/or

their drivers have failed and refused to comply with” sections
6-54-128, 7-51-1003, 7-51-1007, 55-4-112, 65-15-101, and 65-15110 of the Tennessee Code and sections 6-44-3, 6-44-4, 6-44-5,
6-44-6, 6-44-20, 6-44-21, and 6-44-22 of the City of Memphis
Code of Ordinances.

(ECF No. 1 ¶¶ 17-18, 21, 23, 34 at 4-6, 9.)

The only specific violating conduct alleged by the Complaint is
that “[n]o certificates of public convenience or permits have
been

issued

Memphis.”

to

or

their

drivers

by

the

City

of

(Id. ¶ 25 at 6; see ECF No. 46 at 173.)

Defendants
causation.

defendants

argue

that

Plaintiff

has

failed

to

allege

(ECF No. 33-1 at 107-082; see ECF No. 35-1 at 126.)

Lyft argues: “Plaintiff alleges no . . . causal link -- it does
not allege, for example, that the alleged ordinance violations

2

Lyft addresses causation under the damages element. (ECF No. 33-1 at 107.)
Some Tennessee courts have addressed causation under the damages element.
See, e.g., Springfield Invs., LLC v. Global Invs., LLC, No. E2014-01703-COAR3-CV, 2015 WL 5064090, at *17, *20 (Tenn. Ct. App. Aug. 27, 2015).
As
discussed below, other Tennessee courts address causation under the impropermotive-or-improper-means element.

10

cause customers to choose Lyft over Plaintiff’s company.”
No. 33-1 at 107-08.)

(ECF

Lyft argues that “Plaintiff alleges only

that Lyft competes with it, and that Lyft allegedly violates
local law while doing so.”
“[a]ny

harm

Plaintiff

(Id. at 108.)

suffers

Lyft contends that

results

only

from

competition, not from the alleged improper conduct.”3
Under

Tennessee

law,

a

defendant’s

lawful

(Id.)

improperly

motivated

conduct or improper means -- rather than the defendant’s lawful
competitive
suffers.
that

it

conduct

--

must

cause

the

harm

that

plaintiff

In Trau-Med, the Tennessee Supreme Court explained
had

intentional

previously

interference

declined
with

to

recognize

business

the

relationships

tort

of

because,

“as the tort was originally formulated, [that] claim . . . could
be actionable merely upon proof that a defendant’s intentional
acts resulted in a plaintiff’s economic injury.”
699.

71 S.W.3d at

Trau-Med reasoned that, “without any consideration of the

propriety

of

the

defendant’s

objective

or

motive,”

the

intentional-interference tort “could potentially infringe upon
the

principle

of

free

competition

3

by

holding

liable

those

The parties dispute whether the statutes and ordinances cited in the
Complaint
apply
to
transportation
network
companies,
whether
the
Transportation Network Company Services Act (the “Act”), Tenn. Code Ann.
§§ 65-15-301 et seq., has preempted otherwise applicable statutes and
ordinances regulating transportation network companies, and whether Plaintiff
has abandoned its claims based on Defendants’ conduct since the effective
date of the Act. It is not necessary to resolve those issues because, even
if Defendants were governed by and in violation of any of those authorities,
Plaintiff’s failure to plead causation adequately warrants dismissal of its
intentional-interference claim.

11

individuals

engaged

in

legitimate

business

practices.”

Id.

Trau-Med noted that, “[t]o address this concern, a majority of
jurisdictions

have . . . add[ed]

the

requirement

of

proof

of

improper conduct extending beyond the bounds of doing business
in a freely competitive society.”

Id. at 700.

In Watson’s, the court noted that Trau-Med had “cited with
approval

the

discussion

of

intentional

interference

with

prospective business relationships” in the Restatement (Second)
of Torts.

247 S.W.3d at 175.

Trau-Med quoted the Restatement

as follows:
One who intentionally and improperly interferes with
another’s prospective contractual relation (except a
contract to marry) is subject to liability to the
other for the pecuniary harm resulting from loss of
the benefits of the relation, whether the interference
consists of
(a)

(b)
71

inducing or otherwise causing a third person not
to enter into or continue
the prospective
relation or
preventing the other from acquiring or continuing
the prospective relation.

S.W.3d

at

700

n.2

(emphasis

added;

emphasis

in

Trau-Med

removed) (quoting Restatement (Second) of Torts § 766B (1979)).
The Restatement makes clear that the improper interference
made

actionable

by

the

intentional-interference

tort,

not

defendant’s competitive conduct generally, must be what causes
harm

to

plaintiff’s

third party.

prospective

business

relationship

with

a

One federal district court applying Tennessee law
12

has explained that “[c]ompeting with a business for customers is
all-American capitalism and is not the same as using improper
means to interfere with the relationship between that business
and its customers.”

Tenn. Walking Horse Breeders’ & Exhibitors

Ass’n v. Nat’l Walking Horse Ass’n, 528 F. Supp. 2d 772, 785
(M.D. Tenn. 2007) (“The Court finds . . . insufficient evidence
that

Defendant

used

improper

means

to

interfere

with

the

relationship between the Plaintiff and its membership.”).
The decisions Plaintiff cites illustrate that the alleged
impropriety

by

a

defendant,

not

the

defendant’s

lawful

competitive conduct, must cause the harm to plaintiff’s business
relationship.

In Tennison Bros., the Tennessee Court of Appeals

decided that plaintiffs had adequately pled improper motive or
improper

means

where

they

alleged

that

the

defendant

had

unlawfully erected an advertising billboard without a permit.
2014 WL 3845122, at *13.

In that case, plaintiff Clear Channel

Outdoor (“CCO”), a company, entered into a lease agreement with
plaintiff

Tennison

Brothers,

a

billboard on Tennison’s property.

second

company,

Id. at *1.

to

erect

a

Defendant Thomas

had entered into a lease agreement with the owner of an adjacent
property to erect a billboard on that parcel of land.

Id.

A

Tennessee law regulating the spacing of advertising structures
required neighboring structures on the same side of the highway
to be spaced at least 1,000 feet apart.
13

Id. at *1-2.

Because

CCO’s and Thomas’s proposed billboard locations were only 50
feet

apart,

CCO

and

Thomas

permits from the state.
submitted

separate

could

Id.

permit

not

both

receive

building

After both CCO and Thomas had
applications

to

the

Tennessee

Department of Transportation, CCO’s application was granted, but
Thomas’s was rejected.

Id. at *2.

Alleging that Thomas had proceeded to construct a billboard
illegally on the adjacent property without a permit, CCO and
Tennison sued Thomas for intentional interference with business
relationships.

Id. at *12-13.

Reversing the trial court’s

decision to the contrary, the Court of Appeals concluded that
CCO and Tennison had adequately alleged facts in support of the
fourth element of their intentional-interference claims:
[B]oth Tennison and CCO aver that Mr. Thomas illegally
constructed a billboard without a permit to prevent
the construction of a billboard by CCO on Tennison’s
property.
Under the definitions outlined in Trau–Med
and Watson’s, the allegation that Mr. Thomas illegally
constructed a billboard is sufficient to satisfy the
fourth criterion for this tort, i.e., that the
interfering party use improper motive or means. Here,
the improper means was Mr. Thomas’s construction of a
billboard without a permit, which prevented CCO from
building its billboard on Tennison’s property.
Id.

at

*13.

defendant’s

In

Tennison

improper

Bros.,

means

plaintiffs’

adequately

alleged

allegations
that

CCO

of
was

prevented from building its billboard as a result of defendant’s
illegal conduct.
CV-73,

2012

WL

See also PPG Indus., Inc. v. Payne, No. 3:101836314,

at

*6
14

(E.D.

Tenn.

May

21,

2012)

(“[Ledford’s] reasons for not doing business with Lee Payne and
Mil-Spec are not connected with any alleged improper means used
by PPG.”); Assist-2-Sell, Inc. v. Assist-2-Build, LLC, No. 1:05CV-193,

2005

WL

3333276,

at

*6

(E.D.

Tenn.

Dec.

6,

2005)

(“[Defendants’] taking of the signs and disruption of the open
house,
business
(noting

if

true,

could

have

relationship.”);
that

[defendant’s]

“[t]he

cf.

act

refusal

interfered

that

to

Watson’s,
caused

deal,

not

with
247

a

S.W.3d

[plaintiff]
any

prospective

other

at

178

damage

was

action

by

[defendant] such as defamation,” and finding that defendant’s
“refusal to deal [was] not improper”).
Although
drivers

Plaintiff

have

failed

alleges
to

that

obtain

Defendants

certificates

and

their

of

public

convenience, or permits, from the City of Memphis, Plaintiff has
not alleged that Defendants’ failure to do so is what has harmed
Plaintiff’s prospective business relationships with customers.
Unlike

the

construction
building

its

defendant
of

a

in

Tennison

billboard

billboard,

Bros.,

prevented

Plaintiff

the

has

not

whose

illegal

plaintiff

from

alleged

that

Defendants’ failure to obtain permits has prevented Plaintiff
from operating its fleet of vehicles.
WL 3845122, at *13.

See Tennison Bros., 2014

Plaintiff has not alleged that the reason

customers have not done business with Plaintiff is connected
with Defendants’ failure to obtain permits.
15

See PPG Indus.,

2012

WL

1836314,

at

*6.

Defendants’

failure

to

Plaintiff’s

prospective

Plaintiff

obtain

has

permits

relationships

not

has

somehow

with

Assist-2-Sell, 2005 WL 3333276, at *6.

alleged

targeted

customers.

See

Even were the Complaint

to make those allegations, they would need to be plausible.
Iqbal,

556

U.S.

at

678.

For

that

Plaintiff’s

See

intentional-

interference claim to be adequately pled, Defendants’ failure to
obtain

permits

must

be

the

means

of

interference,

Defendants’ competitive conduct generally.

not

See Tenn. Walking

Horse, 528 F. Supp. 2d at 785.
In the light most favorable to Plaintiff, its theory of
causation is that Defendants’ competitive business conduct is
tainted

because

Defendants

provide

passenger-transportation

services without acquiring necessary permits.

On this theory,

Plaintiff’s

attributable

losses

of

business

and

profit

to

Defendants’ competitive business conduct are nevertheless being
caused (albeit indirectly) by improper means.
The
based

on

Uber

Defendants

alleged

contend

violations

of

that

this

tainting

transportation

cannot sustain an intentional-interference claim.
at 127.)
tort

of

theory,

regulations,
(ECF No. 35-1

They argue that, “[i]f the law were otherwise, the
intentional

interference

with

business

relationships

would become an all-purpose tool for competitors to hijack the
government’s

enforcement

of

any
16

regulatory

scheme,

under

the

theory that their rivals were using ‘improper means’ by failing
to comply with the law.”

(Id.)

The Uber Defendants contend

that the “scope of the tort simply does not stretch that far.”
(Id.)

Plaintiff’s

asks

a

federal

ordinance.

intentional-interference

district

No

court

authority

to

cited

enforce
by

claim

effectively

indirectly

Plaintiff

a

supports

city
its

tainting theory of causation.
Although
violated

the

Complaint

numerous

other

alleges

statutes

that

and

Defendants

ordinances,

have

the

Uber

Defendants argue that Plaintiff has not alleged any facts in
support.

(ECF No. 35-1 at 127.)

The Uber Defendants contend

that “Plaintiff simply cites a list of statutes and makes broad,
conclusory allegations about the Uber Defendants’ compliance.”
(Id.)

Conclusory

allegations

that

Defendants

“failed

and

refused to comply with the statutes and ordinances” cited in the
Complaint (ECF No. 1 ¶ 23, 34 at 6, 9) do not satisfy the
federal pleading standard requiring a plaintiff to support a
claim

“by

showing

any

set

allegations in the complaint.”

of

facts

consistent

with

the

Twombly, 550 U.S. at 563.

The

federal pleading standard requires more than bare assertions of
legal conclusions.
to

tell

whether

Tackett, 561 F.3d at 488.
any

violations

by

It is impossible

Defendants

have

harmed

Plaintiff because Plaintiff does not allege facts showing what
those violations were.
17

Plaintiff

has

not

adequately

pled

Defendants’

improper

motive or improper means.
2.
To

Defendants’ Intent to Interfere

sustain

business

a

claim

relationships,

for

intentional

plaintiff

must

interference
also

prove

with
“the

defendant’s intent to cause the breach or termination of the
business relationship.”

Trau-Med, 71 S.W.3d at 701.

The Complaint alleges that “Defendants have and continue to
intend to cause breach of plaintiff’s prospective relations” in
that (a) “Plaintiff and defendants provide the same service to
the same market, and business gained by one party generally
means business lost by the other party”; (b) “Defendants desire
to

interfere

with

plaintiff’s

business

relations

and

take

business from plaintiff, or they know that the interference is
substantially certain to occur as a result of their actions”;
and

(c) “Defendants

know

and

intend

that

their

actions

will

result in a loss of business and income to the plaintiff.”

(ECF

No. 1 ¶ 33 at 8.)
Defendants contend that Plaintiff has failed to allege that
Defendants

intended

to

cause

breach

Plaintiff’s business relationships.
No.

35-1

at

123-24.)

Lyft

or

termination

of

(ECF No. 33-1 at 98-99; ECF

argues

that

the

intent

“element

cannot be satisfied by allegations that the defendant’s alleged
conduct

was

merely

intentional;
18

rather,

the

plaintiff

must

allege that the defendant actually intended to cause a breach of
the relationship at issue.”
Defendants

argue

intend

compete

to

that
in

(ECF No. 33-1 at 98.)

“simply
the

alleging

same

The Uber

that . . . Defendants

market

as

Plaintiff

is

not

sufficient to allege that . . . Defendants intended to interfere
with

Plaintiff’s

business

relationships.”

(ECF

No.

35-1

at

123.)
In Overnite Transportation Co. v. Teamsters Local Union No.
480,

the

Tennessee

Court

of

Appeals

considered

whether

a

Tennessee trial court had properly dismissed a plaintiff’s claim
for

intentional

interference

inadequately pled.

with

business

relationships

as

No. M2002-02116-COA-R3-CV, 2004 WL 383313,

at *11-13 (Tenn. Ct. App. Nov. 8, 2004).

Addressing whether

Overnite, the plaintiff company, had adequately pled the element
of intent in support of its claim, the Court of Appeals noted
that Overnite’s “complaint stated that ‘Defendants’ misconduct
was intentional and interfered with the employment relationship
between Overnite and its employees by adversely impacting the
safe

work

employees.’”

environment
Id. at *13.

that

Overnite

maintains

for

its

Overnite argued that its allegations

were “sufficient to show that the Union intentionally caused a
breach of a ‘business relationship.’”
rejected that argument, explaining:

19

Id.

The Court of Appeals

[T]he allegation that the Union’s
conduct ‘was
intentional’ does not satisfy the requirement of
alleging that the Union intended to cause a breach in
the business relationship at issue.
Rather, Overnite
must allege that the Union intentionally caused a
breach
in
Overnite’s
relationships.
This
the
complaint fails to do.
Id.;

see

also

Assist-2-Sell,

2005

WL

3333276,

at

*3

(“The

Overnite court reasoned the complaint failed to state a cause of
action

for

alleged

tortious

interference

intentional

business

conduct

relationship

intentionally

caused

that

instead
a

because

the

complaint

incidentally

of

alleging

breach

in

only

affected

the

Overnite’s

a

defendant
business

relationships.”).
Here,

the

Complaint’s

element are inadequate.

allegations

supporting

the

intent

The allegation that the parties compete

in the same market and “business gained by one party generally
means business lost by the other party” does not allege that
Defendants
Plaintiff’s
customers.

intentionally

caused

prospective

a

breach

business

or

termination

relationships

of

with

its

See Trau-Med, 71 S.W.3d at 701; Overnite, 2004 WL

383313, at *13.
in the market.

That is an allegation of ordinary competition
See Trau-Med, 71 S.W.3d at 699 (explaining that

the Tennessee Supreme Court had declined to recognize a version
of

the

proof

intentional-interference
that

plaintiff’s

a

defendant’s

economic

tort

“actionable

intentional

injury”).

An
20

acts

allegation

merely

resulted
of

upon
in

a

intentional

conduct that incidentally affects a business relationship is not
sufficient.

See Assist-2-Sell, 2005 WL 3333276, at *3.

The

remaining allegations of the Complaint that “Defendants desire
to

interfere

with

plaintiff’s

business

relations

and

take

business from plaintiff,” and that “Defendants know and intend
that their actions will result in a loss of business and income
to

the

plaintiff”

are

bare

Tackett, 561 F.3d at 488.

assertions

of

legal

conclusions.

“Threadbare recitals of the elements

of a cause of action, supported by mere conclusory statements,
do not suffice.”

Iqbal, 556 U.S. at 678 (citation omitted).

Plaintiff argues that, to the extent Overnite holds that
“just because a party engages in intentional conduct does not
equate

to

an

intent

application here.”

to

interfere,”

the

(ECF No. 46 at 170-71.)

decision

“has

no

Plaintiff contends

that Overnite was a case about existing business relationships,
but that this case is about prospective business relationships.
(Id. at 171.)
Plaintiff offers a distinction without a difference.

Trau-

Med held that, to prove an intentional-interference claim, a
plaintiff must prove a “defendant’s intent to cause the breach
or

termination

of

[plaintiff’s]

business

relationship”

regardless of whether that relationship is “an existing business
relationship

with

specific

third

parties

or

a

prospective

relationship with an identifiable class of third persons.”
21

71

S.W.3d at 701.
elements

of

an

distinguishing
relationships.
Sell,

after

Overnite quoted Trau-Med’s formulation of the
intentional-interference

between

existing

relationships

tort
and

See 2004 WL 383313, at *12-13.
quoting

the

Trau-Med

standard

without

prospective
In Assist-2-

and

discussing

Overnite, the court explained, “Unlike Overnite, [complainants’]
specifically

allege

B

&

SSC

and

Mr.

Everhart

interfered with their business relations.”
*3-4.

intentionally

2005 WL 3333276, at

Assist-2-Sell addressed prospective rather than existing

business

relationships.

Id.

at

*5-6.

Plaintiff

cites

no

authority that intentional conduct alone, rather than intent to
cause

a

breach

or

termination

of

plaintiff’s

business

relationships, suffices where prospective relationships are at
issue.
Plaintiff quotes the Restatement, which states that “[t]he
interference with the other’s prospective contractual relation
is intentional if the actor desires to bring it about or if he
knows that the interference is certain or substantially certain
to

occur

(quoting

as

a result

Restatement

of

his

action.”

(Second)

of

Torts

(ECF

No.

§ 766B,

46

at

cmt.

170
d).)

Plaintiff argues that the Complaint establishes that “defendants
know and intend that their actions will result in a loss of
business and income to the plaintiff” and Defendants “desire to
interfere with plaintiff’s business relations and take business
22

from

plaintiff,

or

they

know

that

the

interference

is

substantially certain to occur as a result of their actions.”
(Id.)
Putting

aside

the

conclusory

nature

of

Plaintiff’s

allegations, the allegations of intent are inadequate even under
the

Restatement

Plaintiff

quotes

standard.
provides

also be improper.”
d.

The
that

same

“[t]he

Restatement

comment

interference . . . must

Restatement (Second) of Torts § 766B, cmt.

It is not sufficient that Defendants intended, desired, or

knew

with

certainty

that

their

lawful

competitive

business

conduct would cause a loss of business and income to Plaintiff.
Rather, Plaintiff must allege that Defendants intended, desired,
or knew with certainty that their

improper

conduct -- their

failure to obtain permits or some other act of noncompliance -would

harm

Plaintiff.

Plaintiff

make

no

such

plausible

allegation.
Plaintiff
cause

the

has

not

breach

or

adequately

pled

termination

of

Defendants’
Plaintiff’s

intent

to

business

relationships.
3.

Damages

Although Plaintiff “need not allege specific damages at the
pleading stage” to plead the fifth element of its intentionalinterference

claim

adequately,

see

Assist-2-Sell,

2005

WL

3333276, at *7, to the extent courts have addressed causation
23

under the damages element, Plaintiff has not adequately pled
damages, see, e.g., Springfield Invs., LLC v. Global Invs., LLC,
No. E2014-01703-COA-R3-CV, 2015 WL 5064090, at *17, *20 (Tenn.
Ct. App. Aug. 27, 2015).
The

Complaint

allegations

fails

respecting

to

all

contain
material

“direct

or

elements

inferential

necessary

for

recovery” on Plaintiff’s intentional-interference claim, which
warrants dismissal of that claim.
383.

See D’Ambrosio, 747 F.3d at

Lyft’s Motion and Uber’s Motion are GRANTED on Plaintiff’s

intentional-interference claim.
B.

“Acting in Concert” and “Class Action” Claims

Defendants
concert

and

argue

“class

underlying tort.

that

Plaintiff’s

action”

fail

claims

because

for

both

acting

in

require

an

(ECF No. 33-1 at 108-09; ECF No. 35-1 at 128-

29 (citing Bryant v. McCord, No. 01A01-9801-CV-00046, 1999 WL
10085, at *13 (Tenn. Ct. App. Jan. 12, 1999) (establishing that
an underlying tortious act is a necessary condition of a claim
for

acting

in

concert).)

Plaintiff

does

not

disagree,

but

argues that its remaining claims should not be dismissed because
it “has alleged a plausible claim for intentional interference
with plaintiff’s prospective business relations.”

(ECF No. 46

at 177.)
Because Plaintiff’s remaining claims are derivative of its
intentional-interference

claim
24

and

that

claim

warrants

dismissal, Plaintiff’s remaining claims also warrant dismissal.
Lyft’s

Motion

and

Uber’s

Motion

are

GRANTED

on

Plaintiff’s

acting-in-concert and “class action” claims.
V.

Conclusion
For the foregoing reasons, Lyft’s Motion and Uber’s Motion

are

GRANTED.

Plaintiff’s

pending

motion

for

certification, filed on June 29, 2017, is DENIED as moot.
No. 72 at 293; ECF No. 73 at 296.)

class
(ECF

This action is DISMISSED.

So ordered this 30th day of June, 2017.

/s/_Samuel H. Mays, Jr._____
SAMUEL H. MAYS, JR.
UNITED STATES DISTRICT JUDGE

25