United States District Court, N.D. Georgia
OREGON-IDAHO UTILITIES, INC., an Oregon corporation, and MEDIASNAP SOLUTIONS, LLC, a Delaware limited liability company, Plaintiffs,
SKITTER CABLE TV, INC., a Georgia corporation; SKITTER, INC., a Georgia corporation; GALVA CABLE COMPANY LLC, a Georgia limited liability company; SOUTHEAST CONTENT GROUP, LLC, a Georgia limited liability company; TBM CONTENT PARTNERS, LLC, a Georgia limited liability company; VIDEO 6 LLC, a Missouri limited liability company; KINGDOM TELEPHONE COMPANY, a Missouri telephone corporation, and ROBERT SAUNDERS, an individual; Defendants.
MEMORANDUM DECISION AND ORDER
J. LODGE UNITED STATES DISTRICT JUDGE.
the Court in the above entitled matter are: (1) the Skitter
Defendants' Motion for Change of Venue (Dkt. 24); (2)
Defendant Robert Saunders' Motion to Transfer Venue (Dkt.
27); (3) Defendant Video 6 LLC's Motion to Dismiss (Dkt.
29); and (4) Plaintiffs' Motion to Amend the Complaint
(Dkt. 44). All four motions have been fully briefed and are
ripe for the Court's consideration. However, in the
interest of judicial efficiency, the Court will address only
the Skitter Defendants Motion for Change of Venue (Dkt. 24)
and Defendant Saunders' Motion to Transfer Venue (Dkt.
27) (collectively “Venue Motions”).
fully reviewed the record, the Court finds that the facts and
legal arguments are adequately presented in the briefs and
record. Accordingly, in the interest of avoiding further
delay, and because the Court conclusively finds that the
decisional process would not be significantly aided by oral
argument, the Venue Motions are hereby decided on the record
before this Court without oral argument.
explained more fully below, the Court hereby grants the Venue
Motions. All of the claims in this case arise from a
Franchise Agreement between Defendant Skitter Cable TV, Inc.
(“Skitter Cable TV”) and Plaintiffs Oregon-Idaho
Utilities, Inc. (“OIU”) and MediaSnap Solutions,
This Franchise Agreement included a forum-selection clause in
which the parties agreed that any litigation brought by
either party against the other in connection with any rights
or obligations arising out of the Franchise Agreement would
be instituted in either Georgia state court in Gwinnett
County or the United States District Court for the Northern
District of Georgia. In addition, all of the Defendants have
now consented to the change in venue. (Dkts. 24, 27, 30, 32).
Thus, for the convenience of the parties and in the interest
of justice, the Court will transfer the case to the Northern
District of Georgia pursuant to 28 U.S.C. § 1404(a) for
all future proceedings.
following allegations are derived from the original Complaint
filed in this action on June 6, 2016 (Dkt. 1), unless
otherwise specifically noted.
are OIU and Mediasnap Solutions, LLC
(“Mediasnap”). Defendants are: (1) Skitter Cable
TV; (2) Skitter, Inc.; (3) Galva Cable Company, Inc.
(“Galva Cable”); (4) Southeast Content Group, LLC
(“Southeast Content Group”); (5) TBM Content
Partners, LLC (“TBM Content Partners”); (6) Video
6 LLC (“Video 6”); (7) Kingdom Telephone Company;
and (8) Robert Saunders.
Skitter Cable TV is a wholly-owned subsidiary of Defendant,
Skitter, Inc. Defendants Galva Cable; Southeast Content
Group, LLC; and TBM Content Partners are also subsidiaries of
Skitter, Inc. (Dkt. 25.) Collectively, these Defendants are
referred to herein as the “Skitter Defendants.”
All of the Skitter Defendants are either Georgia corporations
or Georgia limited liability companies. The Skitter
Defendants are represented jointly by counsel and together
filed one of the Venue Motions. (Dkt. 24.)
Kingdom Telephone Company is a Missouri telephone company
and, like OIU, was a franchisee of Skitter Cable TV. Kingdom
Telephone solicited funds from other franchisees ostensibly
to help the Skitter Defendants meet operating expenses. In
addition, Kingdom Telephone was instrumental in the formation
of Defendant Video 6, which was created and used to infuse
cash into the Skitter Defendants and exert control over the
Skitter Defendants' business decisions.
Robert Saunders is an individual resident of Georgia and the
Chief Executive Officer of Skitter Cable TV and Skitter, Inc.
Plaintiffs believe Mr. Saunders is an officer or member of
and serves in various leadership capacities in the Skitter
Defendants as well as Defendant Video 6.
a provider of telephone public utility services in parts of
Oregon and Idaho. In 2007, OIU began offering broadband DSL
services in Idaho, Oregon, and Nevada. Sometime thereafter,
OIU began considering its options for offering its rural
customer base internet TV services.
on or about June 5, 2012, OIU and Skitter Cable TV entered a
Franchise Agreement. OIU entered the Franchise Agreement
based on Skitter Cable TV's representations that it had a
working platform that would enable OIU to provide its
customers with a full television channel line-up, including
local and satellite channels.
Franchise Agreement states that it is between OIU and Skitter
Technologies, Inc. However, it is undisputed that in
September 2014, Skitter Technologies, Inc. changed its name
to Skitter Cable TV. In addition, on June 6, 2012, Plaintiff
OIU assigned its rights and obligations under the Franchise
Agreement to Plaintiff MediaSnap, which was formed
specifically for the purpose of operating OIU's Skitter
Cable TV franchise.
Franchise Agreement, the parties agreed to a forum selection
clause requiring them to institute any litigation “in
connection with any rights or obligations arising out of this
Agreement” in either Qwinnett County, Georgia or the
United States District Court for the North District of
Georgia, Atlanta Division. (Dkt. 1-1.) The parties further
agreed that “[t]he validity and effect of this
[Franchise] Agreement are to be governed by and construed and
enforced in accordance with the laws of the State of
allege that the Skitter Defendants and Defendant Saunders
made various ongoing misrepresentations of fact and other
false statements in the course of their dealings with
Plaintiffs between June 2012 and May 2016. (Dkt. 44-2.) These
misrepresentations induced Plaintiffs to: (1) enter the
Franchise Agreement; (2) wire $295, 000 to the Skitter
Defendants for the equipment, services, and content promised
in the Franchise Agreement; (3) purchase various equipment;
and (4) not cancel the Franchise Agreement and request a full
refund. In addition, the Skitter Defendants misrepresented
their financial standing and requested repeated infusions of
cash to help them continue operations and meet their
obligations under the Franchise Agreement.
allege conspiracy and enterprise theories of liability
connecting the conduct of all of the Defendants together.
This includes making false statements, soliciting funds, and
managing the Skitter Defendants in such a way that Plaintiffs
were deprived of the benefit of the bargain they had agreed
to as outlined in the Franchise Agreement.
on April 6, 2016, Defendant Saunders sent Plaintiffs a letter
terminating the Franchise Agreement “[e]ven though [the
Skitter Defendants] and Video 6 failed to perform their
obligations under the Franchise Agreement.” (Dkt. 1,
¶ 115.) On or about May 1, 2016, Defendants shut off all
Skitter Cable TV services provided through Plaintiffs'
franchise and pursuant to the Franchise Agreement.
bring seven claims in the Complaint. These include:
• Breach of contract (against the Skitter Defendants),
• Breach of the covenant of good faith and fair dealing
(against the Skitter Defendants),
• Fraud (against the Skitter Defendants and Robert
• Tortious Interference with Contract (against Video 6),
• Unjust Enrichment (against all Defendants),
• Racketeering Activity in violation of Idaho Code
§ 18-7804 (against ...