United States District Court, D. New Jersey
D. WIGENTON, U.S.D.J.
this Court is Defendants Vipoo Hospitality, Inc.
(“Vipoo Hospitality”) and Vinod Shah's
(“Shah”) Motion to Dismiss Plaintiff Travelodge
Hotels, Inc.'s (“Travelodge”) Complaint
pursuant to Federal Rules of Civil Procedure 12(b)(6) and
is proper pursuant to 28 U.S.C. § 1332. Venue is proper
pursuant to 28 U.S.C. § 1391. This opinion is issued
without oral argument pursuant to Federal Rule of Civil
reasons stated herein, the Motion to Dismiss is
BACKGROUND AND PROCEDURAL HISTORY
August 2008, Travelodge and Vipoo Hospitality entered into a
Franchise Agreement for the operation of a guest lodging
facility. (Compl. ¶ 8.) On the same date, Shah,
a principal of Vipoo Hospitality, provided Travelodge with a
Guaranty providing that he would immediately pay all
outstanding fees in the event Vipoo Hospitality defaulted on
any of its obligations to Travelodge under the Franchise
Agreement. (Id. at ¶¶ 3, 17-8, Ex. C.)
Hospitality filed a voluntary Chapter 11 bankruptcy in the
United States Bankruptcy Court for the Southern District of
Texas in May 2013. (Id. at ¶ 20.) The following
year, the Court authorized the sale of the guest lodging
facility and the termination of the Franchise Agreement,
after which time the guest lodging facility was sold to a
third party. (Id. at ¶ 21.) By way of a letter
dated June 25, 2014, Travelodge acknowledged the termination
of the Franchise Agreement and advised Vipoo Hospitality of
the outstanding fees owed to Travelodge. (Id. at
¶ 23, Ex. D.) Vipoo Hospitality's bankruptcy action
was dismissed shortly thereafter. (Id. at ¶
commenced the instant action in September 2016, seeking to
recover outstanding franchise fees and liquidated damages.
Defendants have moved to dismiss this action pursuant to
Federal Rules of Civil Procedure 12(b)(6) and 12(b)(2).
survive a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6), a complaint must include “a short
and plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). This Rule
“requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action
will not do. Factual allegations must be enough to raise a
right to relief above the speculative level[.]”
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)
(internal citations omitted); see also Phillips v. Cty.
of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008) (stating
that Rule 8 “requires a ‘showing, ' rather
than a blanket assertion, of an entitlement to
considering a Motion to Dismiss under Rule 12(b)(6), the
Court must “accept all factual allegations as true,
construe the complaint in the light most favorable to the
plaintiff, and determine whether, under any reasonable
reading of the complaint, the plaintiff may be entitled to
relief.” Phillips, 515 F.3d at 231 (external
citation omitted). However, “the tenet that a court
must accept as true all of the allegations contained in a
complaint is inapplicable to legal conclusions. Threadbare
recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009); see
also Fowler v. UPMC Shadyside, 578 F.3d 203 (3d Cir.
2009) (discussing the Iqbal standard).
defendant challenges a court's exercise of personal
jurisdiction, “the plaintiff bears the burden to prove,
by a preponderance of the evidence, facts sufficient to
establish personal jurisdiction.” Carteret Sav.
Bank, FA v. Shushan, 954 F.2d 141, 146 (3d Cir.1992);
see also Pinker v. Roche Holdings, Ltd., 292 F.3d
361, 368 (3d Cir. 2002). These facts must demonstrate that
the defendant purposefully availed itself “of the
privilege of conducting activities within the forum State,
thus invoking the benefits and protections of its
laws.” Toys “R” Us, Inc. v. Step Two,
S.A., 318 F.3d 446, 451 (3d Cir. 2003) (quoting
Asahi Metal Indus. Co., Ltd. v. Superior Court of
Cal., 480 U.S. 102, 109 (1987)).
plaintiff must also show the defendant reasonably should
anticipate being brought into court in the subject forum.
See Toys “R” Us, Inc., 318 F.3d at 451;
see also World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297 (1980). In evaluating whether
personal jurisdiction exists, a court “looks beyond the
pleadings to all relevant evidence and construes all disputed
facts in favor of the plaintiff.” MaxLite, Inc. v.
ATG Electronics, Inc., 193 F.Supp.3d 371, 382 (D.N.J.