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Gold Mine Jewelry Shoppes, Inc. v. Lise Aagaard Copenhagen A/S

United States District Court, E.D. North Carolina, Western Division

March 6, 2017




         This matter is before the court on the motion to dismiss and compel arbitration filed by defendants Lise Aagaard Copenhagen, A/S (“Trollbeads”) and Trollbeads United States, Inc. (“TBUS”) (collectively “defendants”). (DE # 17.) The motion has been fully briefed and is therefore ripe for disposition.

         I. FACTS

         Plaintiff Gold Mine Jewelry Shoppes, Inc., (“Goldmine”) is a North Carolina corporation that has operated a single jewelry store in Raleigh, North Carolina since 1986. (Compl., DE # 1, at 2-3.) Thomas Martin and his wife, Edlene “Eddi” Martin, are the officers and shareholders of Goldmine. (Id. at 2; see also Surreply, DE # 28, at 2.) Defendant TBUS is a subsidiary of defendant Trollbeads, a Denmark corporation. (Compl., DE # 1, at 2.) TBUS is the exclusive North American distributor of the Trollbeads line of fine jewelry and interchangeable charm bracelet beads and accessories, as well as certain other products sold under the Trollbeads brand. (See Ex. 1, DE # 18-1, at 2.) TBUS sells the Trollbeads line through multiple brick and mortar locations, an e-commerce platform, and contractually-authorized dealers. (Compl., DE # 1, at 11.)

         On 21 February 2011, Goldmine and TBUS entered into a written agreement entitled the “Retailer Agreement.” (See Ex. 1, DE # 18-1.) Per the terms of the Retailer Agreement, Goldmine was authorized to market and sell the Trollbeads line of fine jewelry under the trademarks, logos, designs, and copyrights applied by TBUS. (See id. at 2-3.) Goldmine alleges that it was also required to make payments to TBUS for certain fees, to purchase a point-of-sale system and countertop displays, and to prominently display the Trollbeads' logos at both its brick and mortar location and on its website. (Compl., DE # 1, at 4-5.) The Retailer Agreement contains a choice of law provision requiring that it be construed in accordance with New Jersey law. (See Ex. 1, DE # 18-1, ¶ 18.1) The Retailer Agreement also contains an arbitration provision that states:

Each of the parties hereto herby irrevocably and unconditionally agrees that any dispute arising out of, or in connection with, the Agreement or regarding deliveries made under the Agreement must be settled with final and binding effect in accordance with the Rules of the American Arbitration Association and that any such arbitration shall take place in Princeton, New Jersey.

         (Id. ¶ 18.2.)[1]

         On 5 August 2014, TBUS informed Goldmine that it intended to terminate the Retailer Agreement. (Compl., DE # 1, at 11.) On 29 March 2016, Goldmine initiated this suit, alleging claims under the Sherman Antitrust Act, 15 U.S.C. § 1, et seq., the Clayton Act, 15 U.S.C. § 12, et seq., and North Carolina state law. (Id.) Thereafter, defendants filed a motion to dismiss and compel arbitration pursuant to Rule 12(b)(3) of the Federal Rules of Civil Procedure and Section 4 of the Federal Arbitration Act (“FAA”), 9 U.S.C. § 1, et seq. (DE # 17.) In the motion, defendants also request costs and disbursements incurred in connection with the instant motion. (Id.)

         II. ANALYSIS

         1. Standard of Review

          It is well settled that arbitration clauses are a subset of forum-selection clauses, the enforcement of which is considered in the Fourth Circuit as a Rule 12(b)(3) motion to dismiss for improper venue. See Aggarao v. MOL Ship Mgmt. Co., Ltd., 675 F.3d 355, 365 n.9 (4th Cir. 2012) (“[T]he Supreme Court has characterized an arbitration clause as ‘a specialized kind of forum selection clause.'” (quoting Scherk v. Alberto-Culver Co., 417 U.S. 506, 519 (1974)). “On a motion to dismiss under Rule 12(b)(3), the court is permitted to consider evidence outside the pleadings.” Id. at 365-66. A plaintiff must only make a prima facie showing of proper venue in order to survive a motion to dismiss. Id. at 366. In assessing whether there has been a prima facie venue showing, the court draws all reasonable inferences in the light most favorable to the non-moving party. Id.

         2. Motion to Dismiss and Compel Arbitration

         Defendants move to dismiss the complaint and compel arbitration, arguing that the arbitration provision contained in paragraph 18.2 of the Retailer Agreement is fully enforceable and must be enforced on its terms pursuant to the FAA. (Defs.' Mem. in Support, DE # 18, at 3.) They contend that each of the claims that Goldmine alleges in the complaint fall squarely within the arbitration agreement because they “aris[e] out of, or in connection with” the Retailer Agreement and, therefore, Goldmine must submit them to arbitration before the American Arbitration Association in Princeton, New Jersey. (Id. at 5.)

         The FAA governs the rights and responsibilities of the parties with respect to an arbitration agreement. Patten Grading & Paving, Inc. v. Skanska USA Bldg., Inc., 380 F.3d 200, 204 (4th Cir. 2004). Under the FAA, a written agreement to arbitrate shall be “‘valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of a contract.'” Arthur Anderson LLP v. Carlisle, 556 U.S. 624, 629-30 (2009) (quoting 9 U.S.C. § 2). The FAA reflects a “liberal federal policy favoring arbitration agreements, notwithstanding any state substantive or procedural policies to the contrary.” Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983). “A district court therefore has no choice but to grant a ...

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