UNITED STATES DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

AMERICAN ACTION NETWORK, INC., : 

 : 

 Plaintiff, : Civil Action No.: 12-1972 (RC) 

 : 

 v. : Re Document Nos.: 6, 9, 19 

 : 

CATER AMERICA, LLC et al., : 

 : 

 Defendants. : 

MEMORANDUM OPINION 

GRANTING IN PART AND DENYING IN PART DEFENDANTS’ MOTION TO DISMISS OR TRANSFER; 

FINDING AS MOOT PLAINTIFF’S MOTION FOR JURISDICTIONAL DISCOVERY; AND

DENYING PLAINTIFF’S MOTION TO COMPEL AND FOR RULE 37 SANCTIONS

I. INTRODUCTION 

This matter comes before the Court on the defendants’ motion to dismiss. The plaintiff is 

an advocacy group based in Washington, D.C. The defendants are a Wyoming-based limited 

liability company and its sole owner. This breach of contract action arises out of the parties’ 

agreement to sponsor a Lynyrd Skynyrd concert during the 2012 Republican National 

Convention in Tampa, Florida, and the concert’s subsequent cancellation due to inclement 

weather. The plaintiff alleges two claims: one arising out of a $150,000 deposit for concert 

tickets, and another related to an alleged $200,000 loan. The defendants move to dismiss the 

complaint for lack of personal jurisdiction and improper venue, suggesting that this case “must 

be traveling on now”1

 to Florida, where the concert was to occur and the defendants operated at 

the time of the contract’s execution. Alternatively, the defendants move to dismiss the 

complaint’s unjust enrichment and alter ego claims pursuant to Federal Rule of Civil Procedure 

 1

 Lynyrd Skynyrd, Free Bird, on (Pronounced 'lĕh-'nérd 'skin-'nérd) (MCA Records 

1973). 
2 

12(b)(6). For the reasons discussed below, the Court will dismiss the plaintiff’s unjust 

enrichment allegation in relation to the alleged $150,000 ticket deposit, but will deny the 

remainder of the defendants’ motion. The plaintiff has filed motions for jurisdictional discovery 

and sanctions, which the Court will also deny. 

II. FACTUAL BACKGROUND 

American Action Network, Inc. (“AAN”), the Plaintiff in this suit, is a Delaware 

Corporation and center–right advocacy group with its principal (and only) place of business in 

the District of Columbia. See Compl. ¶ 2(a), ECF No. 1. Defendant Cater America, LLC 

(“Cater”) is an event production company founded in Colorado with its principal place of 

business in Wyoming, and Defendant Robert Wayne Jennings is a citizen of Wyoming and the 

sole owner of Cater. See id. ¶ 2(b)–(c); Cater Aff. ¶ 5, ECF No. 6-2. In 2011, Cater engaged 

with Julie Conway, an active political and nonprofit fundraiser operating within the District of 

Columbia, to discuss the possibility of hosting events during the 2012 Republican National 

Convention (“RNC”) in Tampa, Florida. See Conway Decl. ¶ 5, ECF No. 10-1. Ms. Conway 

subsequently contacted Pete Meachum, Director of Development at AAN, to explain Cater’s 

desire to host events at the RNC and its interest in securing partners to facilitate the process. See

id. ¶ 8. According to Mr. Meachum’s recollection of the discussion, Ms. Conway said that 

Mr. Jennings had arranged for her to connect him with D.C. organizations that might be 

interested in hosting events during the RNC. See Meachum Decl. ¶ 2, ECF No. 8-1. 

In December 2011, Mr. Jennings traveled to Washington, D.C., and met with 

Mr. Meachum in person to further discuss the prospect of working together to host events in 

connection with the RNC, including the Lynyrd Skynyrd concert. See Cater Aff. ¶ 7, ECF 

No. 6-2; Conway Decl. ¶¶ 10–12, ECF No. 10-1. At that meeting, Mr. Jennings indicated that he 
3 

was seeking sponsors who would advance funds in exchange for various sponsorship benefits, 

such as publicity during the course of the events that Cater hosted and blocks of tickets at those 

events. See Meachum Decl. ¶¶ 3–4, ECF No. 8-1. Mr. Meachum related that AAN would 

potentially be interested in such an arrangement, and both parties agreed to remain in contact to 

further explore the possibility of a partnership. See id. ¶ 5. 

Through subsequent telephonic and email communications, AAN and Mr. Jennings 

agreed in principle to an arrangement in which AAN would sponsor a Kid Rock concert hosted 

by Cater. See id. ¶ 6. Cater also dealt with AAN through its counsel, Elliot Berke, an attorney at 

McGuireWoods LLP, located on K Street in Washington, D.C. See id. ¶ 8. In the subsequent 

months, Mr. Berke and AAN’s counsel, who was also operating within the District of Columbia, 

negotiated and finalized agreements pertaining to a variety of events scheduled to be held at the 

RNC, including the Kid Rock and Lynyrd Skynyrd concerts. See id. ¶ 9. As part of their 

relationship, AAN and Defendants also reached out to several other musical acts, including 

Dolly Parton, Kelly Clarkson, Pitbull, and Lady Gaga. See Conway Decl. ¶ 22, ECF No. 10-1. 

AAN alleges that, pursuant to the contract governing the Lynyrd Skynyrd concert (the 

“Skynyrd Contract”), it paid $150,000 to Cater for tickets to the event with the understanding 

that this amount would be refunded should the event be cancelled for any reason other than 

AAN’s gross negligence, willful misconduct, or material breach of the agreement. See Compl. 

¶ 6, ECF No. 1. The Lynyrd Skynyrd concert was subsequently cancelled due to inclement 

weather. See id. ¶ 7. It is Defendants’ position that the $150,000 was payment for work already 

rendered, see Defs.’ Mem. P. & A. Supp. Mot. Dismiss 2, ECF No. 6, and they have refused to 

refund the money, see Compl. ¶ 7, ECF No. 1. AAN also alleges that in the course of their 
4 

dealings it lent Defendants an additional $200,000 to “conduct events and carry out obligations” 

in Florida, and that Defendants have also refused to repay those funds. See id. ¶ 8. 

On December 10, 2012, AAN filed a complaint against Defendants stating two causes of 

action: one claim for breach of the Skynyrd Contract or, in the alternative, unjust enrichment 

arising out of its alleged $150,000 ticket deposit; and another claim for breach of contract or, in 

the alternative, unjust enrichment in relation to the alleged $200,000 loan. See id. ¶¶ 12–13. 

Defendants have moved to dismiss the complaint, asserting three different grounds for dismissal: 

lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), improper venue 

under Rule 12(b)(3), and failure to state a claim under Rule 12(b)(6). See generally Defs.’ Mot. 

Dismiss, ECF No. 6. In its response, AAN opposed Defendants’ motion and moved, in the 

alternative, for leave to conduct jurisdictional discovery to bolster its arguments that personal 

jurisdiction and venue are proper here. See generally Pl.’s Opp’n Mot. Dismiss & Cross-Mot. 

Lim. Disc., ECF No. 8. 

While the motions were pending, AAN contacted Defendants via email in order to press 

forward with a plan for jurisdictional discovery, and Defendants wrote back taking the position 

that discovery was premature absent an order from the Court. See generally Meet & Confer 

Stmt., ECF No. 17. AAN then filed a meet and confer statement, asserting that this brief email 

exchange between counsel constituted the parties’ Rule 26(f) conference. See id. at 2. AAN 

later served document requests and a notice for the deposition of Mr. Jennings, which 

Defendants refused to answer. AAN then filed a motion to compel and for sanctions pursuant to 

Federal Rule of Civil Procedure 37. See generally Pl.’s Mot. Compel, ECF No. 19. 
5 

III. PERSONAL JURISDICTION 

A. Legal Standard 

1. Personal Jurisdiction Generally 

Defendants move to dismiss AAN’s complaint for lack of personal jurisdiction. See Fed. 

R. Civ. P. 12(b)(2). To withstand a defendant’s motion to dismiss under Rule 12(b)(2), a 

plaintiff bears the burden of making a prima facie showing of specific and pertinent jurisdictional 

facts. See Reuber v. United States, 750 F.2d 1039, 1052 (D.C. Cir. 1984), abrogated on other 

grounds by Kauffman v. Anglo-Am. Sch. of Sofia, 28 F.3d 1223 (D.C. Cir. 1994); Naegele v. 

Albers, 355 F. Supp. 2d 129, 136 (D.D.C. 2005); United States v. Philip Morris, Inc., 116 F. 

Supp. 2d 116, 121 (D.D.C. 2000). “A plaintiff makes such a showing by alleging specific acts 

connecting the defendant with the forum . . . .” Philip Morris, 116 F. Supp. 2d at 121 (citing 

Naartex Consulting Corp. v. Watt, 722 F.2d 779, 787 (D.C. Cir. 1983)). Unlike a Rule 12(b)(6) 

motion to dismiss, the Court need not treat all of a plaintiff’s allegations as true when making a 

personal jurisdiction determination. The Court may instead receive and weigh affidavits and any 

other relevant matter to assist it in determining the jurisdictional facts. See id. at 120 n.4. 

However, the Court must resolve any factual discrepancies with regard to establishing personal 

jurisdiction in favor of the plaintiff. See Crane v. N.Y. Zoological Soc’y, 894 F.2d 454, 456 

(D.C. Cir. 1990). 

2. The District of Columbia Long-Arm Statute 

Where subject matter jurisdiction is based on diversity of citizenship, the District’s longarm statute determines whether there is a basis for exercising personal jurisdiction over a 

defendant. See Fed. R. Civ. P. 4(k)(1)(A); Crane, 894 F.2d at 455. The District of Columbia has 

two long-arm statutes—one extending “general jurisdiction” over defendants whose contacts 
6 

with the District are enduring, and another extending “specific jurisdiction” over defendants 

whose contacts with the District relate to the underlying claims at issue in the lawsuit. See D.C. 

Code §§ 13-422 to -423 (2001). It is clear from the parties’ briefing that only specific 

jurisdiction is at issue here. 

The District’s specific jurisdiction long-arm statute provides, in relevant part, that “[a] 

District of Columbia court may exercise personal jurisdiction over a person, who acts directly or 

by an agent, as to a claim for relief arising from the person’s . . . transacting any business in the 

District of Columbia . . . .” Id. § 13-423(a)(1). For a plaintiff to establish personal jurisdiction, it 

must establish (1) that the forum state’s jurisdictional statute confers such jurisdiction, and 

(2) that such exercise is in accord with the Fifth or Fourteenth Amendment Due Process Clause. 

See Fed. R. Civ. P. 4(k)(1)(A); Lewy v. S. Poverty Law Ctr., Inc., 723 F. Supp. 2d 116, 122 

(D.D.C. 2010). Here, this two-pronged analysis collapses into one, for the “transacting business” 

provision of the District’s long-arm statute is coextensive with the constitutional requirements 

for personal jurisdiction, see Crane v. Carr, 814 F.2d 758, 762 (D.C. Cir. 1987) (citing 

Mouzavires v. Baxter, 434 A.2d 988, 990–92 (D.C. 1981) (en banc)), and thus requires that nonresident defendants “have certain minimum contacts with [the forum state] such that the 

maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’” 

Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (quoting Milliken v. Meyer, 311 U.S. 

457, 463 (1940)); accord Helmer v. Doletskaya, 393 F.3d 201, 205 (D.C. Cir. 2004). 

In the District, for purposes of establishing specific personal jurisdiction under the 

“transacting business” provision in section 13-423(a)(1) and in accordance with the extensive 

application of the long-arm statute under the Due Process Clause, a plaintiff must prove that the 

defendant purposefully established minimum contacts in the District. Because section 
7 

13-423(a)(1) is limited by section 13-423(b), the Court may only consider defendant contacts 

from which the plaintiff’s specific claims arise. See D.C. Code § 13-423(b); Brunson v. Kalil & 

Co., 404 F. Supp. 2d 221, 227 (D.D.C. 2005) (citing Schwartz v. CDI Japan, Ltd., 938 F.Supp. 1, 

5 (D.D.C. 1996)). Under the statute, a plaintiff must meet a three-pronged test. The plaintiff 

must demonstrate that (1) the defendant transacted business in the District; (2) the claim arose 

from the business transacted in the District; and (3) the defendant “had minimum contacts with 

the District of Columbia such that the Court’s exercise of personal jurisdiction would not offend 

‘traditional notions of fair play and substantial justice.’” Dooley v. United Techs. Corp., 786 F. 

Supp. 65, 71 (D.D.C. 1992) (quoting Int’l Shoe, 326 U.S. at 316), overruled on other grounds by

FC Inv. Grp. LC v. IFX Mkts., Ltd., 529 F.3d 1087 (D.C. Cir. 2008). The minimum contacts test 

will only be satisfied if a defendant “purposefully avails itself of the privilege of conducting 

activities within the forum . . . ,” Hanson v. Denckla, 357 U.S. 235, 253 (1958), and if litigation 

in the forum is consistent with fair play and substantial justice, see World-Wide Volkswagen 

Corp. v. Woodson, 444 U.S. 286, 292 (1980). See also Burger King Corp. v. Rudzewicz, 471 

U.S. 462, 475 (1985). 

B. Analysis 

For jurisdiction over Defendants to be conferred upon this Court, “the most critical 

inquiry is not whether the nonresident defendant is physically present in the forum but whether 

the defendant’s contacts with the forum are of such a quality and nature that they manifest a 

deliberate and voluntary association with the forum.” Mouzavires v. Baxter, 434 A.2d 988, 995 

(D.C. 1981) (en banc). Relevant factors for establishing specific jurisdiction under the 

“transacting business” provision of the D.C. long-arm statute include the defendant’s voluntary 

and deliberate reaching out into the District to contract with an organization here; the defendant’s 
8 

communication with the plaintiff in the District; the defendant’s attendance at meetings in the 

District; the defendant’s holding D.C. agents out as its representatives; the length of time for 

which the engagement lasted; whether the defendant contemplated or was aware that work under 

the contract would be performed in the District; whether the defendant derived economic benefit 

from the plaintiff; and whether the harm caused by the defendant is felt by the plaintiff in the 

District. See Thompson Hine LLP v. Smoking Everywhere, Inc., 840 F. Supp. 2d 138, 143 

(D.D.C. 2012) (collecting cases). Courts have been “particularly attentive” to the final factor—

whether the “harm caused by the defendant[s] will be felt in the District.” Id. at 143 (citing Lans 

v. Adduci Mastriani & Schaumberg L.L.P., 786 F. Supp. 2d 240 (D.D.C. 2011), Staton v. 

Looney, 704 F. Supp. 303, 304–05 (D.D.C. 1989), and Fisher v. Bander, 519 A.2d 162, 164 

(D.C. 1986)). 

The business transacted in the District of Columbia by Defendants underlies this lawsuit. 

Although the parties dispute the extent to which Cater controlled Ms. Conway’s conduct in 

“reaching out” to the District and to Mr. Meachum specifically, resolving factual disputes in 

favor of AAN, see Crane, 894 F.2d at 456, it is apparent that Cater did associate with 

Ms. Conway, an active political fundraiser in the District, for the purpose of planning events 

around the RNC, a politically-oriented event of national importance. See Conway Decl. ¶ 5, 

ECF No. 10-1. There is also evidence that Cater arranged for Ms. Conway to put it in touch with 

organizations that would help facilitate the events it wished to hold. See Meachum Decl. ¶ 2, 

ECF No. 8-1. Ms. Conway subsequently contacted Mr. Meachum to explore the potential of a 

business relationship between AAN, a business operating within the District, and Cater. See id.; 

Conway Decl. ¶¶ 7–8, ECF No. 10-1. By all accounts, this connection formed the beginning of 
9 

the parties’ relationship both generally and for purposes of the contracts underlying this 

litigation. 

Mr. Jennings then physically travelled to the District to meet with Mr. Meachum to 

explain his desire for funds from AAN. See Cater Aff. ¶ 7, ECF No. 6-2; Conway Decl. ¶¶ 10–

12, ECF No. 10-1. Mr. Jennings and AAN remained in contact after that meeting in order to 

further explore the prospect of a business relationship. Once an agreement in principle had been 

reached, Cater retained Mr. Berke, a K Street lawyer, to negotiate and help document the terms 

on its behalf. See Meachum Decl. ¶ 8, ECF No. 8-1. Through negotiations between Mr. Berke 

and AAN’s counsel, the parties finalized two contracts surrounding the RNC. See id. ¶ 9. As a 

direct result of those agreements, Cater received hundreds of thousands of dollars from AAN, a 

set of transactions that forms the basis of this lawsuit. See Compl. ¶¶ 6, 8–9, ECF No. 1. It is 

not only the Skynyrd Contract that is relevant for purposes of establishing specific jurisdiction in 

this litigation, for the complaint suggests that the alleged $200,000 loan was made in order for 

Defendants “to conduct events and carry out obligations in Tampa”—an allegation that 

implicates not just the Skynyrd Contract, but the parties’ entire relationship surrounding the RNC 

event planning. See id. ¶ 8. Indeed, the parties formed separate contracts for at least two 

performers at the RNC and reached out to several others. See Meachum Decl. ¶ 9, ECF No. 8-1; 

Conway Decl. ¶ 22, ECF No. 10-1. 

If AAN indeed has a right to the funds requested, the harm caused by Defendants’ 

conduct will squarely have been felt within the District of Columbia. Although AAN is a 

Delaware corporation, its principal, and only, place of business lies in the District. See Compl. 

¶ 2(a), ECF No. 1; Pl.’s Reply Supp. Cross-Mot. Lim. Disc. 11, ECF No. 12. 
10 

Defendants focus heavily on the fact that much of the performance under the Skynyrd 

Contract was to occur in Tampa, and that Defendants primarily operated from within Florida. 

But the proper inquiry is whether Defendants established minimum contacts with the District of 

Columbia, not whether their contacts with Florida were more substantial. Personal jurisdiction 

may lie in more than one district. Defendants worked with Ms. Conway, if not for the purpose of 

contacting AAN directly, at least for purpose of discussing potential events to hold in connection 

with the RNC; according to some evidence, worked with Ms. Conway for the express purpose of 

forming connections with D.C. organizations interested in funding the RNC events; traveled to 

the District in order to meet with AAN, whose only place of business is located here; engaged in 

extended negotiations with AAN, a District resident; finalized multiple agreements in 

furtherance of the business relationship at issue in this litigation; and is alleged to have caused 

injury here. The Court finds that Defendants’ contacts with the District of Columbia were 

sufficiently deliberate that they “should reasonably [have] anticipate[d] being haled into court” 

here. World-Wide Volkswagen, 444 U.S. at 297. This Court has specific personal jurisdiction 

over Defendants in this case.2

 

IV. VENUE 

A. Legal Standard 

Defendants alternatively move to dismiss or transfer AAN’s complaint for improper 

venue. See Fed. R. Civ. P. 12(b)(3). Under the Federal Rules of Civil Procedure and relevant 

 2

 Because Mr. Jennings was the primary actor reaching out from Florida to Ms. Conway, 

Mr. Meachum, AAN, and Mr. Berke on behalf of Cater, those actions establish personal 

jurisdiction over him individually even if they were actions taken within the scope of his 

employment. See Lans v. Adduci Mastriani & Schaumberg L.L.P., 786 F. Supp. 2d 240, 281–82 

(D.D.C. 2011) (holding that the fiduciary shield doctrine is inapplicable where the individual is 

“more than an employee” of the company). 
11 

venue statutes, a court should dismiss or transfer a plaintiff’s complaint if the plaintiff’s chosen 

venue is improper or inconvenient. See 28 U.S.C. § 1391 (Supp. V 2011); id. § 1404 (2006 

& Supp. V 2011); id. § 1406 (2006). While a plaintiff bears the burden of proving that venue is 

proper, a court should accept the plaintiff’s well-pleaded factual allegations as true, resolve any 

factual conflicts in the plaintiff’s favor, and draw all reasonable inferences in favor of the 

plaintiff. See Hunter v. Johanns, 517 F. Supp. 2d 340, 343 (D.D.C. 2007); Davis v. Am. Soc’y of 

Civil Eng’rs, 290 F. Supp. 2d 116, 121 (D.D.C. 2003). The Court need not accept the plaintiff’s 

legal conclusions as true, see 2215 Fifth St. Assocs. LP v. U-Haul Int’l, Inc., 148 F. Supp. 2d 50, 

54 (D.D.C. 2001), but a defendant must present facts that will defeat the plaintiff’s assertion of 

venue in order to prevail on the motion, see Hunter, 517 F. Supp. 2d at 343. If a court finds that 

venue is improper, it must dismiss the case or, in the interests of justice, transfer the case to a 

proper venue. See 28 U.S.C. § 1406(a). 

B. Analysis 

Venue is proper in “(1) a judicial district where any defendant resides, if all defendants 

are residents of the State in which the district is located; (2) a judicial district in which a 

substantial part of the events or omissions giving rise to the claim occurred, or a substantial part 

of property that is the subject of the action is situated; or (3) if there is no district in which an 

action may otherwise be brought . . . , any judicial district in which any defendant is subject to 

the court’s personal jurisdiction with respect to such action.” Id. § 1391(b). The parties focus 

exclusively on whether the events or omissions giving rise to AAN’s claim occurred here.3

 3

 Even where venue is proper, a court may nonetheless transfer the case to a more 

convenient venue in the interest of justice. See 28 U.S.C. § 1404(a) (Supp. V 2011). However, 

Defendants have expressly disavowed the option of seeking to transfer the case under section 

1404; they rely solely upon the supposed impropriety of this venue. See Defs.’ Reply Supp. Mot. 

Dismiss 12 n.9, ECF No. 10. The Court is therefore faced with the narrow question of whether 
12 

In discussing venue, the parties raise the same factual arguments they presented in the 

context of personal jurisdiction. The Court therefore finds that it is a proper venue for this case 

for all of the same reasons it has personal jurisdiction over Defendants. See generally supra Part 

III.B. Defendants associated with a prominent political fundraiser within the District of 

Columbia to discuss hosting events related to the RNC, and, according to some evidence, to 

connect with D.C. political organizations that would be amenable to funding those events. See

Meachum Decl. ¶ 2, ECF No. 8-1; Conway Decl. ¶ 5, ECF No. 10-1. Mr. Jennings physically 

traveled to the District to form a business relationship with AAN, an organization located in the 

District, and continued to engage in extensive communications with AAN. See Cater Aff. ¶ 7, 

ECF No. 6-2; Conway Decl. ¶¶ 10–12, ECF No. 10-1. Defendants then retained a D.C. attorney 

to negotiate and document the terms of their business relationship with AAN, whose counsel was 

also located here. See Meachum Decl. ¶¶ 8–9, ECF No. 8-1. And Defendants are alleged to 

have caused injury to AAN, whose sole office is in the District. See Compl. ¶ 2(a), ECF No. 1; 

Pl.’s Reply Supp. Cross-Mot. Lim. Disc. 11, ECF No. 12. 

Again, Defendants rely extensively on this lawsuit’s connection with Florida, pointing 

out that Defendants primarily operated there and that the events were to be held there. While 

such arguments may be compelling on consideration of a motion to transfer the case in the 

interest of justice under section 1404, that is not what Defendants seek here. See supra note 3. 

Because venue may be proper in more than one district, see 14D Charles Alan Wright et al., 

Federal Practice and Procedure § 3806.1 (3d ed. 2007) (“[I]t is now absolutely clear . . . that 

there can be more than one district in which a substantial part of the events giving rise to the 

claim occurred.”), the proper inquiry is whether a substantial part of the events or omissions at 

 

“a substantial part of the events or omissions giving rise to the claim occurred” in the District of 

Columbia. 28 U.S.C. § 1391(b)(2) (Supp. V 2011). 
13 

issue in this lawsuit occurred in the District of Columbia. Because they did, venue is proper here 

under section 1391(b)(2). 

V. FAILURE TO STATE A CLAIM 

A. Legal Standard 

The Federal Rules of Civil Procedure require that a complaint contain “a short and plain 

statement of the claim” in order to give the defendant fair notice of the claim and the grounds 

upon which it rests. Fed. R. Civ. P. 8(a)(2); accord Erickson v. Pardus, 551 U.S. 89, 93 (2007) 

(per curiam). A motion to dismiss under Rule 12(b)(6) does not test a plaintiff’s ultimate 

likelihood of success on the merits; rather, it tests whether a plaintiff has properly stated a claim. 

See Scheuer v. Rhodes, 416 U.S. 232, 236 (1974). A court considering such a motion presumes 

that the complaint’s factual allegations are true and construes them liberally in the plaintiff’s 

favor. See, e.g., United States v. Philip Morris, Inc., 116 F. Supp. 2d 131, 135 (D.D.C. 2000). It 

is not necessary for the plaintiff to plead all elements of her prima facie case in the complaint. 

See Swierkiewicz v. Sorema N.A., 534 U.S. 506, 511–14 (2002); Bryant v. Pepco, 730 F. Supp. 

2d 25, 28–29 (D.D.C. 2010). 

Nevertheless, “[t]o survive a motion to dismiss, a 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)). This means that a plaintiff’s factual allegations “must be enough to raise a right to relief 

above the speculative level, on the assumption that all the allegations in the complaint are true 

(even if doubtful in fact).” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555–56 (2007) (citations 

omitted). “Threadbare recitals of the elements of a cause of action, supported by mere 

conclusory statements,” are therefore insufficient to withstand a motion to dismiss. Iqbal, 556 
14 

U.S. at 678. A court need not accept a plaintiff’s legal conclusions as true, see id., nor must a 

court presume the veracity of the legal conclusions that are couched as factual allegations. See

Twombly, 550 U.S. at 555. 

B. Analysis 

Defendants move, pursuant to Federal Rule of Civil Procedure 12(b)(6), to dismiss 

AAN’s unjust enrichment claim and all claims against Mr. Jennings individually. See Defs.’ 

Mem. P. & A. Supp. Mot. Dismiss 16–19, ECF No. 6. The parties disagree over the choice of 

law, with Defendants relying on Wyoming law and AAN relying on D.C. law. Compare id., 

with Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. Disc. 14–17, ECF No. 8.4

 But despite 

exchanging multiple rounds of briefing, the parties have not substantively analyzed the proper 

choice of law. Because AAN’s claims survive even if the movants (Defendants) are correct that 

Wyoming law applies, the Court will assume without deciding that Wyoming law is applicable 

as to all claims for purposes of this opinion. 

1. Unjust Enrichment 

AAN pleads two claims for breach of contract: the first as to the alleged $150,000 ticket 

deposit, and the second as to the alleged $200,000 loan. See Compl. ¶¶ 12–13, ECF No. 1. 5 For 

both claims, unjust enrichment is pleaded as an alternative to a breach of contract claim. See id. 

“Unjust enrichment is the unjust retention of a benefit to the loss of another. It exists as a basis 

 4

 With respect to the alter ego issues raised in the motion to dismiss all claims against 

Mr. Jennings, AAN does not take the position that any particular state’s law does apply—only 

that Wyoming law does not. See Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. Disc. 16 & n.3, 

ECF No. 8. 

5

 AAN originally pleaded, in the alternative, that Defendants were unjustly enriched as to 

the $150,000 deposit. See Compl. ¶ 12, ECF No. 1. However, based on Defendants’ admission 

that an express contract controls that dispute, see Defs.’ Mem. P. & A. Supp. Mot. Dismiss 16, 

ECF No. 6, AAN has withdrawn its assertion of unjust enrichment as to those funds only. See

Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. Disc. 14, ECF No. 8. 
15 

for recovery for goods or services rendered under circumstances where it would be inequitable if 

no compensation was paid in return.” Schlinger v. McGhee, 268 P.3d 264, 272 (Wyo. 2012). 

But “the unjust enrichment remedy is not available when an express contract exists.” Sowerwine 

v. Keith, 997 P.2d 1018, 1021 (Wyo. 2000) (citing 66 Am. Jur. 2d Restitution and Implied 

Contracts § 6 (1973)); see also Schlinger, 268 P.3d at 272 (“Unjust enrichment is an equitable 

remedy. As such, it cannot exist where there is an express contract governing the relationship 

between the parties.”). 

Defendants challenge AAN’s unjust enrichment claim, arguing that the claim must fail 

because a valid, written contract governs the relationship between the parties. See Defs.’ Mem. 

P. & A. Supp. Mot. Dismiss 16–17, ECF No. 6. AAN argues that the elements of an express 

contract have not been established as to the alleged $200,000 loan, and so it may plead unjust 

enrichment in the alternative. See Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. Disc. 14–15, 

ECF No. 8. AAN has the better argument at the motion to dismiss stage. Under Wyoming law, 

a party may plead unjust enrichment alongside an incompatible claim where the elements of the 

claims are disputed, but it may not ultimately prevail on both. See Redland v. Redland, 288 P.3d 

1173, 1209 (Wyo. 2012) (holding that an alternative pleading of unjust enrichment and recovery 

of property is not barred by the election of remedies doctrine or the Wyoming Rules of Civil 

Procedure); see also Fed. R. Civ. P. 8(d)(2)–(3) (allowing alternative pleading of inconsistent 

claims or defenses). Although the parties are in agreement that the written contract applies to the 

ticket deposit, they dispute whether the written contract governs the alleged loan—Defendants 

argue that it does, and AAN argues that it does not. Compare Defs.’ Mem. P. & A. Supp. Mot. 

Dismiss 17, ECF No. 6, with Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. Disc. 14–15, ECF 

No. 8. To resolve this dispute, the Court would be required to, at the very least, interpret the 
16 

contract. But because the parties have not briefed the contract interpretation issue, that would be 

a premature undertaking. Indeed, even though Defendants insist that the written contract 

governs, they do not point to any specific controlling provision. AAN may therefore plead an 

alternative claim for unjust enrichment. 

The cases cited by Defendants are not to the contrary. In Big-D Signature Corp., the 

court had already found the defendant ultimately liable as to a breach of contract claim for the 

transaction at issue, and so an unjust enrichment claim could no longer stand. See Big-D 

Signature Corp. v. Sterrett Props., LLC, 288 P.3d 72, 80 (Wyo. 2012). And in Schlinger, there 

was no dispute between the parties as to the existence of an oral contract governing the 

transaction at issue. See Schlinger, 268 P.3d at 272. Here, by contrast, there is still a live dispute 

as to whether AAN’s alleged $200,000 loan to Defendants is covered by the written contract. 

The Court will therefore deny Defendants’ motion to dismiss the unjust enrichment claim. 

2. Individual Liability 

AAN pleads its claims for breach of contract and unjust enrichment against not only 

Cater, but also against Mr. Jennings individually. See Compl. ¶¶ 12–13, ECF No. 1. 

Mr. Jennings challenges the claims on the basis that Wyoming law prevents Cater’s debts and 

obligations from becoming his own personal debts merely by virtue of his status as a member of 

the Cater limited liability company. See Defs.’ Mem. P. & A. Supp. Mot. Dismiss 18–19, ECF 

No. 6. AAN does not address Mr. Jennings’s argument substantively, and merely argues that 

Wyoming law does not control the analysis. See Pl.’s Opp’n Mot. Dismiss & Cross-Mot. Lim. 

Disc. 16–17, ECF No. 8. 

Under the doctrine of alter ego, “when evidence is presented that adherence to the fiction 

of the separate corporate existence would sanction a fraud or promote injustice, courts will 
17 

disregard the separate entity and hold shareholders individually liable to third parties for 

damages caused by the corporation’s acts.” Liberman v. Mossbrook, 208 P.3d 1296, 1312 (Wyo. 

2009) (citing Miles v. CEC Homes, Inc., 753 P.2d 1021, 1023 (Wyo. 1988)). In such instances, a 

court will “pierce the corporate veil” and hold the shareholder liable for the acts of the business. 

Until recently, Wyoming law provided that “the members of a limited liability company . . . are 

[not] liable under a judgment, decree or order of a court, or in any other manner, for a debt, 

obligation or liability of the limited liability company.” Wyo. Stat. Ann. § 17-15-113 (2005) 

(repealed 2010). However, the statute was rewritten as part of the Wyoming Limited Liability 

Company Act, ch. 94, 2010 Wyo. Sess. Laws 429 (codified as amended at Wyo. Stat. Ann. 

§§ 17-25-101 to -111, 17-29-101 to -1105 (Supp. 2012)), which introduced some changes to the 

applicability of the alter ego doctrine. The relevant statute now provides: 

(a) The debts, obligations or other liabilities of a limited liability company, 

whether arising in contract, tort or otherwise: 

(i) Are solely the debts, obligations or other liabilities of the 

company; and 

(ii) Do not become the debts, obligations or other liabilities of a 

member or manager solely by reason of the member acting as a 

member or manager acting as a manager. 

(b) The failure of a limited liability company to observe any particular formalities 

relating to the exercise of its powers or management of its activities is not a 

ground for imposing liability on the members or managers for the debts, 

obligations or other liabilities of the company. 

Wyo. Stat. Ann. § 17-29-304 (Supp. 2012). 

Although the Supreme Court of Wyoming has not yet had occasion to apply the revised 

veil-piercing statute, it has found that the predecessor statute allowed the equitable doctrine of 

alter ego to pierce the corporate veil of limited liability companies. See Kaycee Land 

& Livestock v. Flahive, 46 P.3d 323, 329 (Wyo. 2002) (“No reason exists in law or equity for 
18 

treating an LLC differently than a corporation is treated when considering whether to disregard 

the legal entity. We conclude the equitable remedy of piercing the veil is an available remedy 

under the Wyoming Limited Liability Company Act.”). The parties do not analyze the language 

of either statute, but the Court notes that the substance of the predecessor act—and therefore the 

holding of Kaycee Land & Livestock—appears to have been preserved in section 17-29-304(a).6

Subsection (b), however, adds new material to the applicability of the alter ego doctrine 

under Wyoming law. On the face of the statutory text, the statute merely precludes consideration 

of just one factor of the alter ego balancing test—the failure to observe particular formalities. 

See Wyo. Stat. Ann. § 17-29-304(b). There are many other equitable factors involved in the alter 

ego analysis, and the revised statute does not explicitly foreclose their consideration. See

PanAm. Mineral Servs., Inc. v. KLS Enviro Res., Inc., 916 P.2d 986, 990 (Wyo. 1996) (citing 

Amfac Mech. Supply Co. v. Federer, 645 P.2d 73, 77–78 (Wyo. 1982)) (listing factors); Dale W. 

Cottam et al., The 2010 Wyoming Limited Liability Company Act: A Uniform Recipe with 

Wyoming “Home Cooking”, 11 Wyo. L. Rev. 49, 63–64 (2011) (comparing section 

17-29-304(b) to similar Wyoming statutes and concluding that “other categories . . . , including 

fraud, inadequate capitalization, and intermingling the business and finances of a company and 

its members, remain as grounds for piercing the LLC veil”). 

This District of Columbia federal court is hesitant to conclusively interpret a Wyoming 

state law as a matter of first impression where the parties have not provided briefing analyzing 

the statute’s text and where it is not even clear that Wyoming law would apply. Nonetheless, the 

 6

 Indeed, this particular revision appears to have made clearer the availability of the alter 

ego doctrine by clarifying that the veil may not be pierced “solely by reason of the member 

acting as a member . . . .” Wyo. Stat. Ann. § 17-29-304(a)(ii) (Supp. 2012) (emphasis added). 

As noted above, the alter ego doctrine imposes liability after consideration of equitable factors, 

and not merely on the basis of an individual’s status as a member or manager of a limited 

liability company. 
19 

Court is satisfied at this stage Mr. Jennings has failed to meet his burden to show that an alter 

ego claim cannot be pleaded against him. AAN pleads that Mr. Jennings is the alter ego of 

Cater,7

see Compl. ¶ 11, ECF No. 1, and Mr. Jennings fails to demonstrate the legal insufficiency 

of that pleading, even if he is correct that Wyoming law applies. Indeed, as discussed above, the 

statutory text, case law, and commentary suggest that the revised Wyoming Limited Liability 

Company Act removes just one factor of the alter ego analysis. The Court will therefore deny 

Mr. Jennings’s motion to dismiss AAN’s claims against him. 

VI. AAN’S DISCOVERY MOTIONS 

AAN has also made two discovery-related motions. First, it filed a motion seeking 

jurisdictional discovery in order to bolster its arguments that this Court has personal jurisdiction 

over Defendants and that venue is proper here. See Pl.’s Opp’n Mot. Dismiss & Cross-Mot. 

Lim. Disc. 12–13, ECF No. 8. Because the Court resolves both the jurisdiction and venue issues 

in favor of AAN, the request for jurisdictional discovery is moot. 

AAN’s second discovery motion seeks a court order (1) compelling Defendants to 

respond to document requests and produce Mr. Jennings for deposition, and (2) imposing 

sanctions pursuant to Federal Rule of Civil Procedure 37 for Defendants’ failure to respond to 

those discovery requests. See generally Pl.’s Mot. Compel, ECF No. 19. Under the Federal 

 7

 Mr. Jennings does not attack the plausibility of AAN’s allegation directly, but presents 

testimonial evidence arguing that he is not, in fact, the alter ego of Cater. See Defs.’ Mem. P. 

& A. Supp. Mot. Dismiss 18–19, ECF No. 6; Cater Aff. ¶¶ 4–12, 17, ECF No. 6-2; Defs.’ Reply 

Supp. Mot. Dismiss 21–22, ECF No. 10. Of course, it is inappropriate for the Court to weigh 

evidence at the Rule 12(b)(6) stage. See United States v. Philip Morris, Inc., 116 F. Supp. 2d 

131, 135 (D.D.C. 2000) (“At the motion to dismiss stage, ‘the only relevant factual allegations 

are the plaintiffs’,’ and they must be presumed to be true.” (quoting Ramirez de Arellano v. 

Weinberger, 745 F.2d 1500, 1506 (D.C. Cir. 1984))). Although AAN’s alter ego allegations are 

somewhat cursory, Defendants have not contended that the allegations rise to the level of mere 

“labels and conclusions” or “a formulaic recitation of the elements” of an alter ego theory. See

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). 
20 

Rules of Civil Procedure, the parties must confer “as soon as practicable” to set forth a plan for 

discovery. See Fed. R. Civ. P. 26(f)(1). The Rules prohibit a party from seeking discovery 

before the Rule 26(f) conference occurs, with few exceptions. See Fed. R. Civ. P. 26(d)(1). Our 

local rules require that the parties discuss a broad range of topics at the Rule 26(f) conference, 

including the potential for settlement; the likelihood that the case will be resolved on a 

dispositive motion; and proposed schedules for amending pleadings, dispositive motions, and 

discovery. See D.D.C. Civ. R. 16.3(c). 

It is clear from AAN’s meet and confer statement that the parties have not yet held the 

Rule 26(f) conference. AAN’s statement reveals that the parties exchanged a few brief emails on 

the limited subject of jurisdictional discovery. See Meet & Confer Stmt. 1–2, ECF No. 17. AAN 

wished to press forward with a jurisdictional discovery plan, while Defendants took the position 

that any discovery would be premature absent a court order. See id.8

 The correspondence does 

not show that the parties discussed settlement, dispositive motions, amended pleadings, or many 

of the myriad other subjects the parties are required to consider at the Rule 26(f) conference. See

D.D.C. Civ. R. 16.3(c). Because the parties have not yet held a Rule 26(f) conference, AAN’s 

discovery requests were premature. See Fed. R. Civ. P. 26(d)(1). The Court will therefore deny 

AAN’s motion to compel responses to those requests. Because Defendants were under no 

obligation to respond to AAN’s discovery requests, the Court will also deny AAN’s motion for 

sanctions. 

 8

 In both its meet and confer statement and its correspondence to Defendants, AAN 

expressed a concern that, by waiting for the Court to dispose of Defendants’ motion to dismiss 

before conferring on discovery, the parties were violating the Rule 26(f) requirement that the 

parties confer “as soon as practicable” to set forth a discovery plan. See Meet & Confer Stmt. 1–

2, ECF No. 17; see also Fed. R. Civ. P. 26(f)(1). But AAN’s concern is misplaced, as one 

purpose of challenging the sufficiency of a complaint at the pleading stage is to shield a 

defendant from facing the burden of expensive and lengthy discovery. See Bell Atl. Corp. v. 

Twombly, 550 U.S. 544, 558–59 (2007). 
21 

VII. CONCLUSION 

For the foregoing reasons, the Court will dismiss AAN’s unjust enrichment allegation in 

relation to the alleged $150,000 ticket deposit, but will deny the remainder of Defendants’ 

motion to dismiss. The Court will also deny AAN’s cross-motion for jurisdictional discovery 

and AAN’s motion to compel and for sanctions. An order consistent with this Memorandum 

Opinion is separately and contemporaneously issued. 

Dated: September 30, 2013 /s/ Rudolph Contreras 

 RUDOLPH CONTRERAS 

 United States District Judge