United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Robert Blakey United States District Judge.
RSK Enterprises brings various claims against Defendants
Comcast Spectacor, Global Spectrum, and Brian Martin arising
from a musical performance that Plaintiff arranged and for
which Plaintiff alleges it was not fully paid. .
Plaintiff asserts the following claims against all
defendants: unfair competition in violation of the Lanham
Act, 15 U.S.C. § 1125 et seq. (Count I); breach
of contract (Count II); unjust enrichment (Count III); breach
of fiduciary duty (Count IV); fraud in the inducement (Count
V); and deceptive practices (Count VI). Id. Martin
moved to dismiss all claims against him for lack of personal
jurisdiction , and Comcast Spectacor and Global Spectrum
moved to dismiss Counts IV-VI, . As explained below, this
Court grants both motions.
RSK Enterprises is a Delaware limited liability company with
its principal place of business in Chicago, Illinois. 
¶ 7. Plaintiff works exclusively with Robert S. Kelly,
who sings and produces records under the name R. Kelly, and
contracts out Kelly's performances. Id. ¶
20. Plaintiff is also the exclusive licensee for the
registered trademark “R. KELLY, ” with
Registration Number 2, 638, 246. Id. ¶ 21;
[30-1]. On or around January 26, 2017, Plaintiff or its
agents accepted an offer for Kelly to perform at the Macon
Centreplex in Macon, Georgia, on February 12, 2017 (the
Performance).  ¶ 33. The Performance led to this
Spectacor (Spectacor) is a Pennsylvania limited partnership
that manages performance venues and has its principal place
of business in Philadelphia, Pennsylvania. Id.
¶¶ 8, 9. Defendant Global Spectrum, d/b/a Spectra
Venue Management (Global), is a Delaware limited partnership
with its principal place of business in Philadelphia, which
contracts and hosts entertainment events. Id.
¶¶ 10, 11, 22. Spectacor controls and manages
Global. Id. ¶ 12. Together, Spectacor and
Global contract and host performances at the Macon
Centreplex. Id. ¶ 23. Martin, a Georgia
resident, works for Spectacor and Global as the Assistant
General Manager of the Centreplex. Id. ¶¶
13-15; [30-3] at 2. Defendants collectively manage the
Centreplex, including its social media accounts. 
¶¶ 16, 25.
around December 31, 2016, Defendants began advertising a
Kelly performance on the Centreplex's Facebook page,
using the R. Kelly mark. Id. ¶ 25- 26. They
used the mark on the Centreplex's Facebook page through
July 2017, despite the fact that Plaintiff, the mark's
exclusive licensee, never granted Defendants the right to use
the mark. Id. ¶¶ 26-28.
agreed to the Performance on or around January 26, 2017.
Id. ¶ 33. Plaintiff does not specify who made
the offer to perform that Plaintiff accepted on January 26,
and does not allege that this agreement was with Defendants.
See id. From the pleadings and exhibits, it appears
that Real Talent Media Group, or its agent Romel Murphy,
coordinated this initial agreement, including securing the
Centreplex as a venue for the Performance. See
[30-3] at 2; [36-1].
control the box office at the Centreplex, and communicated
with Plaintiff about payment for the performance.  ¶
24; [30-3]. Plaintiff had agreed to be paid for the
Performance in two installments: $100, 000 as an immediate
initial deposit, and $100, 000 just prior to the Performance.
 ¶ 34. Because the Performance was scheduled for
February 12, a Sunday, the parties agreed that Defendants
would hold onto the second payment and wire it to Plaintiff
on Monday, February 13, the next business day after the
Performance. See id. ¶¶ 35, 38.
email exchange dated January 26, 2017, Murphy emailed Martin
to connect him with Kelly's tour manager, Courtney
Carter, and to confirm the agreement that “a $100, 000
wire” would “go out to R. Kelly on Monday
following the show.” [30-3] at 2. Martin responded:
“Thanks Romel. Courtney - Copying Brenda and Jen on
this email as well. They will be your contacts to advance the
show. Look forward to a successful show! Brian.” [30-3]
at 2. Carter replied with Plaintiff's wire information
that same day. Id. at 1.
Performance took place as planned on February 12.
Id. ¶¶ 40-41. Plaintiff never received the
second installment of $100, 000. Id. ¶ 42.
Plaintiff sued Defendants in April 2017. . Plaintiff filed
its second amended complaint in July 2017 , and
Defendants moved to dismiss, [36, 37]. Martin seeks to
dismiss all claims against him for lack of personal
jurisdiction , while Spectacor and Global seek to dismiss
Counts IV-VI for failure to state a claim, .
defendant moves to dismiss a claim under Federal Rule of
Civil Procedure 12(b)(2) for lack of personal jurisdiction,
the plaintiff has the burden of proving jurisdiction.
Purdue Research Found. v. Sanofi-Synthelabo, S.A.,
338 F.3d 773, 782 (7th Cir. 2003). The district court must
hold an evidentiary hearing if any material facts are
disputed; otherwise, the court need only determine that the
plaintiff has made out “a prima facie case of
personal jurisdiction” based upon the parties'
written submissions. Hyatt Int'l Corp. v. Coco,
302 F.3d 707, 713 (7th Cir. 2002). In considering the
parties' written submissions, this Court resolves factual
disputes in the plaintiff's favor. Purdue
Research, 338 F.3d at 782.
motion to dismiss under Federal Rule of Civil Procedure
12(b)(6) “challenges the sufficiency of the complaint
for failure to state a claim upon which relief may be
granted.” Gen. Elec. Capital Corp. v. Lease
Resolution Corp., 128 F.3d 1074, 1080 (7th Cir. 1997). A
motion to dismiss does not test the merits of a case.
Autry v. Nw. Premium Servs., Inc., 144 F.3d 1037,
1039 (7th Cir. 1998).
survive a motion to dismiss, a complaint must first provide a
“short and plain statement of the claim showing that
the pleader is entitled to relief, ” Fed.R.Civ.P.
8(a)(2), giving the defendant “fair notice” of
the claim “and the grounds upon which it rests.”
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)
(quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)).
Second, a complaint must contain “sufficient factual
matter” 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). A claim has facial plausibility “when the pleaded
factual content allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.” Iqbal, 556 U.S. at 678 (citing
Twombly, 550 U.S. at 556). 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.” Williamson v.
Curran, 714 F.3d 432, 436 (7th Cir. 2013).
“threadbare recitals of the elements of a cause of
action, supported by mere conclusory statements, do not
suffice.” Limestone Dev. Corp. v. Vill. of
Lemont, 520 F.3d 797, 803 (7th Cir. 2008). In evaluating
a complaint, this Court accepts all well-pleaded allegations
as true and draws all reasonable inferences in the
plaintiff's favor. Iqbal, 556 U.S. at 678. This
Court does not, however, automatically accept a
complaint's legal conclusions as true. Brooks v.
Ross, 578 F.3d 574, 581 (7th Cir. 2009).
of Plaintiff's amended complaint, alleging fraud in the
inducement, must also meet Rule 9(b)'s heightened
pleading requirements. Rule 9(b) demands that claimants
alleging fraud “state with particularity the
circumstances constituting fraud.” Particularity
requires that plaintiffs “describe the who, what, when,
where, and how of the fraud-the first paragraph of any
newspaper story.” Pirelli Armstrong Tire Corp.
Retiree Med. Benefits Trust v. Walgreen Co., 631 F.3d
436, 441-42 (7th Cir. 2011) (internal quotation marks
omitted). For example, if the alleged fraud involves
misrepresentation, the plaintiff must state who made
“the misrepresentation, the time, place, and content of
the misrepresentation, and [how] the misrepresentation was
communicated.” United States ex rel. Grenadyor v.
Ukrainian Vill. Pharmacy, Inc., 772 F.3d 1102, 1106 (7th
Cir. 2014). Although different cases require different levels
of detail for a complaint to satisfy ...