[ DO NOT PUBLISH] 

## In the 

# United States Court of Appeals For the Eleventh Circuit

____________________ No. 22

- 12877

____________________ ARNO RESOURCES, LLC, Plaintiff

- Appellant,

versus EPIC TECH, LLC, FRONTIER SOFTWARE SYSTEMS, LLC, RED ROCK INVESTMENTS, LLC, CRIMSON SKY, LLC, CRIMSON SKY II, LLC, et al.,

Defendants

- Appellees.

____________________ USCA11 Case: 22-12877 Document: 31-1 Date Filed: 10/06/2023 Page: 1 of 32 Opinion of the Court 22

- 12877 Appeal from the United States District Court for the Northern District of Georgia D.C. Docket No. 1:2 0

- cv
- 02540

- ELR

____________________ Before J ORDAN , R OSENBAUM , and H ULL , Circuit Judges. PER CURIAM: Plaintiff

- Appellant Arno Resources, LLC appeals the district court’s order dismissing its complaint against : (1) six corporate entities

— Epic Tech, LLC, Frontier Software Systems, LLC, Red Rock Investments, LLC, Crimson Sky, LLC, Crimson Sky II, LLC, and Winter Sky, LLC; and (2) six individuals

— Bob Mosley, Sr. , Bob Mosley, Jr. , Starita Mosley , J. Michael Caldwell , Tim Caldwell, and Erik Nordin

. Arno’s com plaint raised several claims stemming from a “D evelopment A greement ” between Custom Game Design, Inc.

— Arno’s predecessor

- in

- interest

— and Gateway Gaming , LLC

— a now
- dissolved, non

- defendant corporation owned and operated by Mosley, Sr. and J. Michael Caldwel l

. Under the Development Agreement, Gateway paid Custom $855,400 to create gaming application s , and Custom granted Gateway a perpetual worldwide license to use Custom’s proprietary gaming terminals and “back

- end” software required to run the gaming application s (collectively the “S oftware”)

. Arno’s claims centered on its allegation s that the S oftware licensed to Gateway under the D evelopment A greement was
non
- transferrable to a third party and that defendants

- appellees USCA11 Case: 22-12877 Document: 31-1 Date Filed: 10/06/2023 Page: 2 of 322

- 12877 Opinion of the Court 3 improperly transferred or assi gned that S oftware license to some of the corporate defendants. T he corporate and individual defendants filed motions to dismiss on multiple grounds. In ruling on the motions, the district court: (1) dismissed without prejudice for lack of personal juri sdiction Arno’s claims against Mosley, Sr., Mosley , Jr., Starita Mosley, and J. Michael Caldwell; and (2) dismissed with prejudice for failure to state a claim for relief Arno’s claims against the corporate defendants and the remaining individual defendant s. Regarding this latter ruling , the district court concluded that the D evelopment A greement did not prohibit the transfer of the S oftware license Gateway paid for and received

. After careful consideration of the parties’ briefs and the entire record, and with the benefit of oral argument, we find no reversible error and affirm the district court’s dismissal of Arno’s complaint : (1) without prejudice as to defendants Mosley Sr., M osley, Jr., Starita Mosley, and J. Michael Caldwell; and (2) with prejudice as to defendants Tim Caldwell, Erik Nordin, Epic Tech, LLC, Frontier Software Systems, LLC, Red Rock Investments, LLC, Crimson Sky, LLC, Crimson Sky II, LLC, and Winter Sky, LLC

. A FFIRMED. USCA11 Case: 22-12877 Document: 31-1 Date Filed: 10/06/2023 Page: 3 of 3