Carter v. Rudinplay, Inc.
Court Docket Sheet

Southern District of Alabama

1:2018-cv-00117 (alsd)

Exhibit A

EXHIBIT A RUDINPLAY, INC. · 120 West 45th Street, 10th Floor New York, New York 10036 As of 29 June, 2015 Ms. Harper Lee c / o Andrew Nurnberg Associates International 20 - 23 Greville Street, London EC IN 8SS United Kingdom; Re: " To Kill a Mockingbird " Live Stage Rights Dear Ms. Lee: This letter agreement ("Agreement") sets forth the material deal terms that have been agreed upon between Rudinplay, Inc. ("Producer") and you ("Author") in connection with the live stage and ancillary rights in and to the novel entitled " To Kill a Mockingbird " written by you (the " Novel") . Agency. Commencing with the date of this Agreement and continuing for a period of twelve months thereafter, Author designates Producer as her sole and exclusive agent (the " Agency") to procure a playwright (the " Playwright ?") to create a dramatic adaptation of the Novel for presentation as a live stage play (the " Play") . The choice of the Playwright shall be subject to the written approval of Author in her sole and absolutely unfettered discretion. Author agrees that she will not authorize the development, marketing and / or production of any live stage production or other live show or audiovisual production that is based on the Novel or any portion thereof during the term of the Agency. In the event the Producer fails to procure a Playwright acceptable to the Author during the term of the Agency, then upon the expiration of the Term the Agency shall terminate absolutely without further notice. For the avoidance of any doubt, the written approval of the Playwright by the Author is a condition precedent to any grant of rights to the Producer in the Novel pursuant to this agreement. Grant of Rights. (a) Upon having obtained the written approval of the Author to the Playwright, Author shall thereby grant to Producer and its licensees and assignees the sole and exclusive option (the " Option") to acquire, on an exclusive (subject to Paragraph 2 (b) below), worldwide basis, all live stage rights in and to the Novel and all subsidiary and ancillary rights related to such live stage rights, including without limitation: (i) the right to create, develop, produce and present a live stage play (the " Play") based on and using the Work and any and all elements thereof (including without limitation the right to present the Play in first and non - first class touring and sit - down productions), (ii) the right to use the title " To Kill a Mockingbird " in connection with the Play, and (iii) the right to exploit all customary advertising rights in all media, merchandising rights and stock and amateur licensing rights (subject to Paragraph 1 (b) below) . It shall be a condition precedent to the approval of the Playwright that the Playwright shall agree in writing that any grant of stock and amateur licensing rights is to be contingent on: (i) an annual professional performance of the Play in Monroeville, AL, (ii) a prohibition against any license for performance of the Play by or under the auspices of the Monroe County Museum or to any successor or affiliated entity, organization or individual, and (iii) a restriction against any license for performance of the Play within sixty (60) miles of the city limits of Monroeville, AL. (6) Producer acknowledges that pursuant to an agreement (the " Prior Agreement") dated June 26, 1969 between Author and The Dramatic Publishing company ("DPC"), Author granted DPC the right to create a play (the " Prior Adaptation") based on the Novel, and to exploit the amateur acting rights (as defined in the NY1301454, 6 _ 076169 - 10002 Prior Agreement) in the Prior Adaptation, Author represents that it has terminated the Prior Agreement effective April 26, 2016. Producer acknowledges that, notwithstanding such termination, the amateur acting rights to the Prior Adaptation can continue to be exploited following such termination under the terms of the Prior Agreement on a non - exclusive basis in the United States, and on an exclusive basis elsewhere. The rights granted hereunder shall be subject to the rights granted under the Prior Agreement, as limited by such termination. 3. Option Periods and Payments. (a) In consideration for Author's grant of the Option, Producer shall pay to Author the sum of $ 100, 000, payable upon the Author's written approval of the Playwright. The initial term of the Option shall commence upon payment of the $ 100, 000. 00 and shall continue for twenty - four (24) months thereafter. Producer may extend the Option term for an additional twelve (12) months by paying to Author $ 50, 000. Producer shall have the right to further extend the Option term for up to an additional consecutive six (6) months solely to accommodate the availability of a star, director or theater. The foregoing Option extension payment shall be due prior to the expiration of the initial Option period. The initial Option period or then - current extension period (as applicable) will be extended by the number of days of performances of any workshop, regional theater or other developmental production ("Developmental Production") that occurs during such period, plus sixty (60) days. The initial Option period and any extensions thereof as set forth above shall be referred to herein collectively as the " Option Period " . The initial Option payment shall be non - returnable, and shall be recoupable from Author's royalties. The Option extension payment shall be nonreturnable, and shall be recoupable from half of Author's royalties after recoupment 4. Exercise of Option. The initial commercial first class production of the Play presented on Broadway or in the West End of London under Producer's original agreement with the Playwright (the " Playwright Agreement") shall be referred to herein as the " Initial Production " . The Option will be deemed exercised if the first paid public performance of the Initial Production is presented within the Option Period. Producer shall have the right to present a pre - Broadway or pre - West End developmental production, either at a not for - profit theater or as a commercial engagement. 5. Royalties. (6) On a company - by - company basis, with respect to each production of the Play that is presented by or under license from Producer prior to the expiration of Producer's production rights under the Playwright Agreement in the applicable territory (each, a " Production") and for which royalties are based on gross weekly box office receipts, less customary deductions ("GWBOR"), or Company Share (as customarily defined), Author shall be entitled to receive a royalty equal to an amount not less than two - thirds (2 / 3) of 6 % of GWBOR or company share, increasing to 12 % upon 110 % of recoupment (as customarily defined in the theatrical industry) . Any requirement hereunder that Author receive no less than a certain share of any amounts (e. g ., royalties, Subsidiary Rights revenues) payable to the Playwright shall be understood to apply to the amounts payable to the original Playwright, it being understood that in the event Producer subsequently engages any additional or replacement writer and is required to pay amounts to such party in excess of (i. e ., not deducted from) the amounts payable to the original Playwright, Author shall not be entitled to its minimum share of such excess. Furthermore, in no event will Author be entitled to share in, or receive additional compensation as a result of, any compensation payable to the Playwright for services rendered by such party in connection with the Play in a capacity other than as an author of the Play, provided that such compensation is not designed to reduce Author's compensation hereunder. (c) Notwithstanding the foregoing, with respect to any Developmental Production from which Playwright is entitled to receive a royalty, Author's royalty shall be paid out of, and not in addition to, Author's royalty, and Author shall receive not less than two - thirds (2 / 3) of the Playwright's royalty from such Developmental Production, it being understood and agreed that Author shall not be entitled to receive a royalty from any Developmental Production from which Playwright is not entitled to receive a royalty. N NY1301454, 6 _ 076169 - 10002 Notwithstanding anything to the contrary contained in this Paragraph 5, Author agrees that if Playwright agrees to any alternative royalty calculation (including royalties based on weekly operating profits) and / or any adjustment, deferral, waiver, amortization and / or reduction of percentage royalties and / or minimum weekly guarantees with respect to any Production, Author shall in good faith also consider agreeing to such calculation, adjustment, deferral, waiver, amortization or reduction with respect to Author's royalties under this Paragraph 4 on the same proportionate basis and to the same extent. For the avoidance of doubt, Author shall not receive both a royalty and a share of Subsidiary Rights revenues from the same production of the Play. 6. Subsidiary Rights. Author shall be entitled to two - thirds (2 / 3) of 100 % of the Playwright's Net Compensation from the sale or other disposition of Subsidiary Rights (as customarily defined) in and to the Play. For purposes hereof, " Playwright's Net Compensation " shall be defined as all gross receipts actually received by Playwright from the sale or other disposition of all Subsidiary Rights in and to the Play, less customary commissions payable to a stock and / or amateur licensing agent or any other agent or representative (not to exceed 10 % of such gross receipts in the aggregate, except with regard to amateur licenses, for which such commissions shall not exceed 20 % of such gross receipts in the aggregate), any participations therein payable to Producer (which shall be as set forth in the Minimum Basic Production Contract, or the Approved Production Contract, of the Dramatists Guild), and any share that Author grants to a director and / or choreographer of the Play, Actors Equity, a theater that presents a Developmental Production or any other third party. 7. Net Profits. In addition to the royalty set forth above, Producer shall pay (or cause to be paid) to Author 2. 5 % of 100 % of the net profits of the company ("Original Company") which finances and presents the Initial Production. " Net profits " shall be computed, defined and paid in the same manner as for investors in the Original Company. 8. Merger. If Producer presents at least twenty - one (21) paid public performances (including an official press opening but not including previews) of the Play on Broadway or the West End of London, then the Novel and the Play shall " merge " (as such term is customarily understood in the live stage theatrical industry) and the rights granted by Author under this agreement shall become exclusively granted to Producer and Playwright (as their respective interests may appear) for a period of seven (7) years after there has been a hiatus of 90 days in which no productions of the Play have been presented in the United States and Canada or the United Kingdom under the auspices of Producer (the " Exclusive Period"), and thereafter on a non - exclusive basis for the duration of the original and all renewal and extended terms of all copyrights in the Novel. Producer hereby agrees that, in the event merger occurs as set forth in this paragraph 6, Producer shall be deemed to have assigned to Playwright all rights in the Novel granted to Producer hereunder, subject, however, to Producer's production and / or other rights in and to the Play as set forth in this agreement and in Producer's agreement with the Playwright, Producer agrees that the rights granted to Producer under this agreement will terminate unless merger occurs within 12 months from the exercise of the Option. 9. Holdback. Except as provided below, commencing with the date of this Agreement and continuing the earliest of (i) the termination of the Agency for failure to have obtained the written approval of the Author to a Playwright during the term of the Agency, (ii) Producer's failure to exercise the Option prior to the expiration thereof or failure to achieve merger as set forth above prior to the expiration of Producer's production rights hereunder, and (iii) if the Option is timely exercised and merger occurs, for the duration of the Exclusive Period, Author agrees that she will not authorize the development, marketing and / or production of any live stage production or other live show or audiovisual production that is based on the Novel or any portion thereof (subject to Paragraph 2 (6) above) . 10. Billing. Author will receive billing credit wherever and whenever Playwright is afforded billing credit, except for radio, television, mobile and internet banner and pop - up advertising, vehicular advertising and print advertisements of one - quarter page or less (unless any party receives billing credit in such excluded advertising other than Playwright, director, producers, stars and theater), and subject to customary exclusions for award and congratulatory ads, use of critics ' quotes and the customary right to use a billing box or movie - style run on billing. Such credit will appear immediately following Author's credit, in a type size no less than 100 % of the NY1301454. 6 _ 076169 - 10002 size of Playwright's credit, in substantially the following form: " Based on the novel " To Kill a Mockingbird ? written by Harper Lee " . All other billing terms not expressly provided herein shall be in Producer's sole discretion. 11. Representations, Warranties and Indemnities. (e) Author hereby represents and warrants that: (i) Author has not assigned or licensed to any person and / or entity, and has not entered into any agreements to place any lien or encumbrance upon, the rights in the Novel that would derogate from or conflict with the rights granted hereunder (subject to the provisions of Paragraph 2 (6) above); (ii) there are no claims, litigation or other proceedings pending or threatened which could in any way conflict with the rights granted hereunder; (iii) the Novel, except to the extent that it is based upon or taken from material in the public domain, is wholly original with Author; (iv) Author has the sole and full right and authority to enter into this Agreement and to grant the rights granted hereunder; and (v) there are no third parties from whom any clearances, releases, consents and / or permissions may be necessary for Producer to obtain to exploit any rights to the Work granted hereunder, and the exercise of such rights will not violate any personal, contractual, proprietary or other rights of any third party. (f) Author agrees to indemnify and hold harmless Producer and Playwright, and their respective affiliates, officers, directors, employees, agents, successors, assignees, licensees and any other parties claiming by or through Producer and / or Playwright, from and against any and all third party claims (including any amounts paid in settlement, subject to the indemnitor's prior written consent, not to be unreasonably withheld), liability, demands, suits, losses, costs, expenses (including reasonable attorneys ' fees and disbursements), damages, judgments or recoveries (collectively, " Claims") which may be made against or suffered or incurred by Producer, Playwright and such others arising out of or in connection with any breach of any representations, warranties or agreements made by Author hereunder (g) Producer shall indemnify and hold harmless Author (or require in writing any assignee (s) and / or licensee (s) of Producer's rights hereunder to indemnify and hold harmless Author), from and against any and all Claims which may be made against or suffered or incurred by Author arising out of or in connection with the development, production and exploitation of the Play and which do not arise from or in connection with a breach of Author's representations, warranties or agreements contained herein. 12. Approvals. Author shall have the absolute and unconditional right to approve the Playwright for the Play. Such right of approval of Author hereunder shall be a right of prior, written approval, and Author's exercise of such right shall be within her sole and unfettered discretion. . Author shall also have the right to review the script of the Play and to make comments which shall be considered in good faith by the Playwright, and the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters. If the Author believes that the Play does so derogate or depart, or alter characters, Producer will be given notice thereof as soon as possible, and will be afforded an opportunity to discuss with Owner resolutions of any such concerns. 13. Breach. Anything herein to the contrary notwithstanding, in the event of any default in the payment of any sum of money or other default by Producer or Playwright, as their respective interests may appear, under this Agreement, if Author has provided reasonable notice of such default and a reasonable opportunity to cure such default, Author shall be entitled to an award of reasonable legal fees incurred in the enforcement of her rights hereunder in addition to her remedies at law and in equity. 14. House Seats; Travel. For the official press opening performance of each of the initial Broadway and West End Productions, Author shall be entitled to receive two (2) complimentary tickets to such performance along with accompanying complimentary passes to any opening night party. If such performance occurs more than 100 miles from the current residence of either Author or her designees who will use such tickets, Producer will provide each such person with (i) one (1) business class roundtrip airfare, (ii) ground transportation to and from airports, (iii) first class hotel accommodations for 2 nights, and (iv) a per diem of $ 125. NY1301454. 6 _ 076169 - 10002 4 15. Long - Form Agreement. The parties hereto intend to enter into a long - form agreement containing the foregoing terms at such time as the parties so elect, which agreement will also contain all other terms and conditions customarily included in agreements of this nature, subject to good faith negotiations. 16. Miscellaneous. All matters concerning this Agreement and its validity, performance or breach shall be governed by the law of the State of New York applicable to contracts made and performed entirely therein. This Agreement may be executed in several counterparts, all of which when signed shall constitute a single agreement. Facsimile and PDF copies of this Agreement and signatures thereon shall be valid and binding on the parties. Please confirm your agreement to the foregoing by signing your name where indicated below. Very truly yours, RUDINPLAY / INC. By: . An Authorized Officer ACCEPTED AND AGREED: landpov Las By: HARPER LEE NY1301454, 6 _ 076169 - 10002

AMENDED COMPLAINT against Rudinplay, Inc., filed by Tonja B. Carter.

5 UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION TONJA B. CARTER, in her capacity) as Personal Representative of the) ESTATE OF NELLE HARPER LEE,)) Plaintiff,)) v.) No. 1:18-cv-00117-WS-B) RUDINPLAY, INC., a New York) Corporation,)) Defendant.) AMENDED COMPLAINT Plaintiff Tonja B. Carter, in her capacity as Personal Representative of the Estate of Nelle Harper Lee, makes the following complaint for a declaratory judgment pursuant to 28 U.S.C. § 2201 against Defendant Rudinplay, Inc.: The Parties 1. Plaintiff Tonja B. Carter ("Ms. Carter") brings this action in her capacity as the Personal Representative of the Estate of Nelle Harper Lee. Ms. Carter is a citizen of Monroe County, Alabama. 1 5 2. Nelle Harper Lee ("Ms. Lee") was a citizen of Monroe County, Alabama at all times relevant to this action, up to and including her death on February 19, 2016. She was the author of the novel To Kill a Mockingbird. 3. Defendant Rudinplay, Inc. ("Rudinplay") is a New York corporation with its principal place of business in the State of New York. Rudinplay is a theater production company whose principal is producer Scott Rudin ("Mr. Rudin"). Jurisdiction and Venue 4. This Court has subject-matter jurisdiction pursuant to 28 U.S.C. § 1332(a) because there is diversity of citizenship between the parties and the amount in controversy exceeds $75,000.00. 5. This Court has personal jurisdiction over Rudinplay because the claim asserted in this Complaint arises out of and relates to Rudinplay's contacts with the State of Alabama, and Rudinplay purposefully availed itself of the privilege of conducting activities within the State of Alabama. 6. Venue is proper in this district pursuant to 28 U.S.C. § 1391(b)(2) because a substantial part of the events giving rise to the claim occurred in this district and a substantial part of the property that is the subject of this action is situated in this district. 2 5 Facts 7. To Kill a Mockingbird is a Pulitzer Prize winning novel that has sold more than 40 million copies and been translated into more than 40 languages since it was published in 1960. About 1 million copies of the novel are sold each year. The novel was made into an Oscar-winning movie starring Gregory Peck with a screenplay by Horton Foote in 1962. The novel was also adapted as a play by Christopher Sergel. The novel was a valuable asset of Ms. Lee during her lifetime and is now a valuable asset of her estate. 8. Atticus Finch, the central figure in To Kill a Mockingbird, is an iconic character in American literature. Based on Ms. Lee's own father, a small-town Alabama lawyer who represented black defendants in a criminal trial, Atticus Finch is portrayed in the novel as a model of wisdom, integrity, and professionalism. He took on a representation that was unpopular in his community, stood up for his client in the face of a lynch mob, and provided zealous advocacy at trial—knowing that a jury in fictional Maycomb, Alabama in the 1930s likely would convict a poor black man accused of raping a white woman. Not just a courageous lawyer, Atticus Finch was also a wise and compassionate father. In 2002, Book magazine named Atticus Finch the 7th best character in fiction since 1900.1 In 2003, Atticus Finch was the 1 See https://www.infoplease.com/arts-entertainment/literature-and-books/100 -best-characters-fiction-1900 (visited Mar. 12, 2018) (ranking by a panel of 55 authors, literary agents, editors, and actors). 3 5 Number 1 Hero on the American Film Institute's 100 Greatest Heroes & Villains list.2 The Alabama State Bar even placed a monument to Atticus Finch, the "lawyer- hero," in Monroeville, Alabama in 1997. The Contract 9. Ms. Lee entered into a contract with Rudinplay as of June 29, 2015, in connection with the live stage and ancillary rights in and to the novel titled To Kill a Mockingbird (the "Contract"). A copy of the Contract is attached as Exhibit A. 10. "Novel" is defined in the Contract to be the novel To Kill a Mockingbird. 11. "Play" as used in the Contract means a live stage play based on and using the Novel and any and all elements thereof. 12. "Author" as used in the Contract means Ms. Lee. 13. In the Contract, Rudinplay agreed to pay $100,000.00 to obtain an exclusive agency from Ms. Lee to procure a playwright to create a dramatic adaption of her Novel and to acquire the sole and exclusive option to acquire exclusive worldwide live stage rights in and to the Novel (with a specified limitation). For her part, Ms. Lee agreed that during the period when Rudinplay held live stage rights, she would not authorize the development, marketing, and/or production of any live 2 See www.afi.com/Docs/100Years/handv100.pdf (visited Mar. 12, 2018). 4 5 stage production or other live show or audiovisual production that is based on the Novel or any portion thereof. 14. Rudinplay expressly agreed that there would be an annual professional performance of the Play in Monroeville, Alabama and a restriction against any license for performances of the Play within 60 miles of Monroeville, Alabama. 15. Rudinplay further agreed that Ms. Lee would receive billing credit for the Play, with certain exceptions. The billing credit would appear in substantially the following form: "Based on the novel 'To Kill a Mockingbird' written by Harper Lee." 16. The Contract provides that Rudinplay would pay Ms. Lee certain royalties and certain net profits resulting from presentation of the Play. 17. Rudinplay also agreed to certain limitations on its selection of the Playwright and the substance of the Play to be produced. 18. Paragraph 12 of the Contract provides that Ms. Lee shall have "the absolute and unconditional right to approve the Playwright for the Play," and "the exercise of such right shall be within her sole and unfettered discretion." 19. Paragraph 12 of the Contract further provides that Ms. Lee "shall have the right to review the script of the Play and to make comments which shall be considered in good faith by the Playwright." 5 5 20. Paragraph 12 of the Contract further provides that "the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters." The Present Controversy 21. Rudinplay procured Aaron Sorkin ("Mr. Sorkin") as the Playwright for the Play and submitted his name to Ms. Lee for the necessary approval. Ms. Lee approved Mr. Sorkin as the Playwright for the Play on November 4, 2015. 22. Following the approval of Mr. Sorkin, Rudinplay sent a check dated November 4, 2015, for $100,000.00 payable to Ms. Lee. 23. After Ms. Lee's death in February 2016, the Estate became the successor to Ms. Lee as "Author" under the Contract. 24. On September 13, 2017, Vulture reported on an interview that Kyle Buchanan conducted with Mr. Sorkin at the Toronto Film Festival. When asked "how the younger characters Jem, Scout, and Dill are going to speak Sorkin," Mr. Sorkin responded, "Well, they're gonna have to. Because I didn't write their language like they were children." 25. According to Vulture, Mr. Sorkin in the interview also said, "As far as Atticus and his virtue goes, this is a different take on Mockingbird than Harper Lee's or Horton Foote's. He becomes Atticus Finch by the end of the play, and while he's going along, he has a kind of running argument with Calpurnia, the housekeeper, which is a much bigger role in the play I just wrote. He is in denial about his 6 5 neighbors, and his friends and the world around him, that is as racist as it is, that a Maycomb County jury could possibly put Tom Robinson in jail when it's so obvious what happened here. He becomes an apologist for these people." 26. The Vulture article also reports, "That adjustment not only gives Atticus a character journey from naivete to righteousness, it ties the 1930s-set Mockingbird to today's social climate." 27. On September 13, 2017, Playbill published an article about the interview that Mr. Sorkin gave about the Play. Based on the interview, Playbill reported, "When the curtain rises on the world premiere of Sorkin's To Kill a Mockingbird, audiences won't encounter the morally sound Atticus Finch they know." Playbill also reported that Mr. Sorkin had previously said that it "doesn't work at all" to take the scenes that Ms. Lee wrote in the Novel and to dramatize them. 28. On September 14, 2017, the Estate's literary agent Andrew Nurnberg ("Mr. Nurnberg") sent an email to Mr. Rudin expressing concern about the interview that Mr. Sorkin had given "before sharing his thoughts (and text) with Nelle's family." Mr. Nurnberg also wrote, "I am aware that this is early days, and that the current script is not definitive, that you will still be working on this with Aaron. But for this classic, it is really important that any spin put on the characters, not least Atticus, does not contradict the author's image of them and their Weltanschaung." 7 5 29. On September 14, 2017, Mr. Rudin sent an email responding to Mr. Nurnberg. Mr. Rudin assured Mr. Nurnberg that "[t]he Atticus of the book is the Atticus of the novel," and that "I am never going to fall anywhere outside the agreement." 30. Ms. Carter (the Personal Representative of the Estate) first saw a draft of the Play in mid-September 2017. 31. On or about September 22, 2017, Mr. Nurnberg had a telephone conversation with Mr. Rudin in which he underlined the importance of sticking to the original storyline and the characters as in the Novel. Mr. Rudin assured Mr. Nurnberg that the script was only in draft form and that the text would evolve. 32. On September 25, 2017, Mr. Rudin telephoned Ms. Carter in Monroeville, Alabama. During that telephone conversation, Ms. Carter expressed concerns about the script. Among other things, Ms. Carter discussed her concerns pertaining to the alteration of characters, including Atticus Finch. Ms. Carter also expressed a concern about the impact of the addition of two characters who were not in the Novel. In addition, Ms. Carter expressed a concern that the script was not consistent with the setting of 1930s small-town Alabama. Mr. Rudin assured Ms. Carter that he wanted to do the Play right and that he would make sure that the Estate would be satisfied with the final product. 8 5 33. On September 28, 2017, after speaking with Ms. Carter about her telephone conversation with Mr. Rudin, Mr. Nurnberg sent an email to Mr. Rudin. In it, Mr. Nurnberg summarized his understanding that Mr. Rudin was in agreement with a basic premise: "We are all agreed that the Atticus in the play must remain the Atticus of the book." 34. On September 29, 2017, Mr. Rudin responded by email to Mr. Nurnberg. Mr. Rudin said, "We're not looking to make any wholesale changes from what [Ms. Lee] did but simply to dramatize the book, which is sometimes very passive and more ruminative than dramatic." He also said, "Remember you are reading a first draft of this material and that the process of making a play happens in workshops and rehearsals and previews. It will change and grow as it should." 35. Mr. Rudin did not send an updated version of the script to Ms. Carter or Mr. Nurnberg until February 13, 2018, even though Mr. Nurnberg had requested an updated version prior to that date. Mr. Rudin waited to send the revised script until shortly before a scheduled meeting with Ms. Carter. Ms. Carter read the entire revised script on the day that she received it. Rather than addressing the concerns that Ms. Carter had expressed in September 2017, the new version of the script exacerbated her concerns. 36. On February 16, 2018, Ms. Carter met with Mr. Rudin for one to two hours and again expressed serious concerns about the script. At times, the 9 5 conversation was heated. Ms. Carter again expressed her view that the script altered the character of Atticus Finch. She also expressed concerns about alteration of the character of Jem Finch. Ms. Carter also again stated her view that the script did not present a fair depiction of 1930s small-town Alabama (as Ms. Lee depicted it in the Novel), and she expressed concerns about significant alterations of the story pertaining to the legal proceedings against Tom Robinson. During the meeting, Mr. Rudin resisted the comments that Ms. Carter was making. At the conclusion of the meeting, Mr. Rudin said that the version of the script that had been sent to the Estate was a "working draft," and that the Estate's concerns would be considered at a number of upcoming "workshops." 37. Between February 16, 2018, and March 5, 2018, Rudinplay did not send a new version of the script to Ms. Carter or Mr. Nurnberg. Nor did Rudinplay express a willingness to make the substantial revisions to the Play required to bring it into compliance with Paragraph 12 of the Contract. 38. As a follow-up to the verbal notifications to Mr. Rudin of the Estate's concerns that had been provided in September 2017 and February 2018, Ms. Carter sent a letter to Mr. Rudin on March 5, 2018, giving written notification of the Estate's position that the Play derogates or departs from the spirit of the Novel and that it alters several of the Novel's characters, including Atticus Finch and Jem 10 5 Finch (the "March 5 Letter"). A copy of that letter has been filed under seal as Exhibit B. 39. On March 9, 2018, an attorney for Rudinplay sent a letter to Ms. Carter responding to the March 5 Letter (the "March 9 Letter"). With regard to the provision in Paragraph 12 of the Contract that "the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters," Rudinplay's lawyer asserted that "[e]ven if the Author believes that the Play derogates or departs from the spirit of the Novel, or alters its characters, the Author's remedy is that the Author 'will be afforded an opportunity to discuss with the Owner [Rudinplay] resolutions of any such concerns. The Author is therefore not the final arbiter of what 'derogates or departs from the spirit of the Novel, or alters its characters.'" Rudinplay thus takes the position that the Estate has no remedy if Rudinplay breaches this provision of the Contract other than the opportunity for the Estate to discuss its concerns with Rudinplay. 40. In the March 9 Letter, Rudinplay's lawyer also denied that the Play derogates or departs in any manner from the spirit of the Novel, and he denied that the Play alters any of the Novel's characters. 41. In the March 9 Letter, Rudinplay's lawyer, having indicated that the second and final actors' workshop with regard to the Play would occur in five weeks, also stated that "it is unreasonable to expect that extensive changes can be achieved 11 5 five weeks before the second workshop. It simply is no longer possible, even if [Mr. Rudin] were in agreement with everything in your March 5 letter." COUNT ONE – DECLARATORY JUDGMENT 42. Plaintiff incorporates and realleges as is set forth in full herein the allegations contained in paragraphs 1 through 41. 43. There is an actual controversy between the Estate and Rudinplay concerning: a. Whether Paragraph 12 of the Contract requires that the Play not derogate or depart in any manner from the spirit of the Novel nor alter its characters; b. Whether Rudinplay has final authority to determine whether the Play derogates or departs in any manner from the spirit of the Novel or alters its characters; c. Whether the Play derogates or departs in any manner from the spirit of the Novel in its depiction of the legal proceedings against Tom Robinson; d. Whether the Play alters the character of Atticus Finch; and e. Whether the Play alters the character of Jem Finch. 44. The Estate maintains that: 12 5 a. Paragraph 12 of the Contract requires that the Play not derogate or depart in any manner from the spirit of the Novel nor alter its characters; b. Rudinplay does not have final authority to determine whether the Play derogates or departs in any manner from the spirit of the Novel or alters its characters; c. The Play derogates or departs from the spirit of the Novel in its depiction of the legal proceedings against Tom Robinson; d. The Play alters the character of Atticus Finch; and e. The Play alters the character of Jem Finch. WHEREFORE, PREMISES CONSIDERED, Plaintiff prays that the Court will award the following relief: 1. A declaratory judgment that: a. Paragraph 12 of the Contract requires that the Play shall not derogate or depart in any manner from the spirit of the Novel nor alters its characters, and Rudinplay does not have final authority to determine whether the Play complies with that requirement. b. The Play derogates or departs from the spirit of the Novel and thereby violates Paragraph 12 of the Contract in connection with its depiction of the legal proceedings against Tom Robinson. 13 5 c. The Play alters the character of Atticus Finch and thereby violates Paragraph 12 of the Contract. d. The Play alters the character of Jem Finch and thereby violates Paragraph 12 of the Contract. 2. An award of attorneys' fees pursuant to Paragraph 13 of the Contract. 3. An award of costs. 4. Such additional relief as the Court may deem equitable and just. s/ Matthew H. Lembke Matthew H. Lembke Attorney for Plaintiff OF COUNSEL Matthew H. Lembke Jeffrey M. Anderson Ellen Presley Proctor Bradley Arant Boult Cummings LLP 1819 Fifth Avenue North Birmingham, Alabama 35203-2119 Telephone: (205) 521-8000 Facsimile: (205) 521-8800 s/ Reggie Copeland, Jr. Reggie Copeland, Jr. Attorney for Plaintiff OF COUNSEL Reggie Copeland, Jr. Copeland Legal 202 Government Street, Suite 216 Mobile, Alabama 36602 Telephone: (251) 301-0203 14 5 CERTIFICATE OF SERVICE I certify that on April 6, 2018, the foregoing document was filed electronically with the Clerk using the CM/ECF system and a copy was served by first-class United States mail, postage prepaid, to the following: Rudinplay, Inc. c/o Mr. Scott Rudin Citrin Cooperman & Co. 529 Fifth Avenue, 4th Floor New York, New York 10017 s/ Matthew H. Lembke OF COUNSEL 15

Exhibit A

EXHIBIT A. . . . . . . . . a. . . . . . . . . . . . . . . . . RUDINPLAY, INC. 120 West 45th Street, 10th Floor New York, New York 10036. . As of 29 June, 2015 · Ms. Harper Lee c / o Andrew Nurnberg Associates International 20 - 23 Greville Street, London EC IN 8SS United Kingdom; Re: " To Kill a Mockingbird " Live Stage Rights Dear Ms. Lee: This letter agreement ("Agreement") sets forth the material deal terms that have been agreed upon between Rudinplay, Inc. ("Producer ') and you ("Author") in connection with the live stage and ancillary rights in and to the novel entitled " To Kill a Mockingbird " written by you (the " Novel") . 1. Agency. Commencing with the date of this Agreement and continuing for a period of twelve months thereafter, Author designates Producer as her sole and exclusive agent (the " Agency") to procure a playwright (the " Playwright") to create a dramatic adaptation of the Novel for presentation as a live stage play (the " Play") . The choice of the Playwright shall be subject to the written approval of Author in her sole and absolutely unfettered discretion. Author agrees that she will not authorize the development, marketing and / or production of any live stage production or other live show or audiovisual production that is based on the Novel or any portion thereof during the term of the Agency. In the event the Producer fails to procure a Playwright acceptable to the Author during the term of the Agency, then upon the expiration of the Term the Agency shall terminate absolutely without further notice. For the avoidance of any doubt, the written approval of the Playwright by the Author is a condition precedent to any grant of rights to the Producer in the Novel pursuant to this agreement. 2. Grant of Rights. (a) Upon having obtained the written approval of the Author to the Playwright, Author shall thereby grant to Producer and its licensees and assignees the sole and exclusive option (the " Option") to acquire, on an exclusive (subject to Paragraph 2 (b) below), worldwide basis, all live stage rights in and to the Novel and all subsidiary and ancillary rights related to such live stage rights, including without limitation: (i) the right to create, develop, produce and present a live stage play (the " Play") based on and using the Work and any and all elements thereof (including without limitation the right to present the Play in first and non - first class touring and sit - down productions), (ii) the right to use the title " To Kill a Mockingbird " in connection with the Play, and (iii) the right to exploit all customary advertising rights in all media, merchandising rights and stock and amateur licensing rights (subject to Paragraph 1 (b) below) . It shall be a condition precedent to the approval of the Playwright that the Playwright shall agree in writing that any grant of stock and amateur licensing rights is to be contingent on: (i) an annual professional performance of the Play in Monroeville, AL, (ii) a prohibition against any license for performance of the Play by or under the auspices of the Monroe County Museum or to any successor or affiliated entity, organization or individual, and (iii) a restriction against any license for performance of the Play within sixty (60) miles of the city limits of Monroeville, AL. (b) Producer acknowledges that pursuant to an agreement (the " Prior Agreement") dated June 26, 1969 between Author and The Dramatic Publishing company ("DPC ' '), Author granted DPC the right to create a play (the " Prior Adaptation") based on the Novel, and to exploit the amateur acting rights (as defined in the NY1301454. 6 _ 076169 - 10002 Prior Agreement) in the Prior Adaptation, Author represents that it has terminated the Prior Agreement effective April 26, 2016. Producer acknowledges that, notwithstanding such termination, the amateur acting rights to the Prior Adaptation can continue to be exploited following such termination under the terms of the Prior Agreement on a non - exclusive basis in the United States, and on an exclusive basis elsewhere. The rights granted hereunder shall be subject to the rights granted under the Prior Agreement, as limited by such termination. Option Periods and Payments. (a) In consideration for Author's grant of the Option, Producer shall pay to Author the sum of $ 100, 000, payable upon the Author's written approval of the Playwright. The initial term of the Option shall commence upon payment of the $ 100, 000. 00 and shall continue for twenty - four (24) months thereafter. Producer may extend the Option term for an additional twelve (12) months by paying to Author $ 50, 000. Producer shall have the right to further extend the Option term for up to an additional consecutive six (6) months solely to accommodate the availability of a star, director or theater. The foregoing Option extension payment shall be due prior to the expiration of the initial Option period. The initial Option period or then - current extension period (as applicable) will be extended by the number of days of performances of any workshop, regional theater or other developmental production ("Developmental Production") that occurs during such period, plus sixty (60) days. The initial Option period and any extensions thereof as set forth above shall be referred to herein collectively as the " Option Period " . The initial Option payment shall be non - returnable, and shall be recoupable from Author's royalties. The Option extension payment shall be nonreturnable, and shall be recoupable from half of Author's royalties after recoupment 4. Exercise of Option. The initial commercial first class production of the Play presented on Broadway or in the West End of London under Producer's original agreement with the Playwright (the " Playwright Agreement") shall be referred to herein as the " Initial Production ", The Option will be deemed exercised if the first paid public performance of the Initial Production is presented within the Option Period. Producer shall have the right to present a pre - Broadway or pre - West End developmental production, either at a not for - profit theater or as a commercial engagement. 5. Royalties. (b) On a company - by - company basis, with respect to each production of the Play that is presented by or under license from Producer prior to the expiration of Producer's production rights under the Playwright Agreement in the applicable territory (each, a " Production ') and for which royalties are based on gross weekly box office receipts, less customary deductions ("GWBOR"), or Company Share (as customarily defined), Author shall be entitled to receive a royalty equal to an amount not less than two - thirds (2 / 3) of 6 % of GWBOR or company share, increasing to 12 % upon 110 % of recoupment (as customarily defined in the theatrical industry) . Any requirement hereunder that Author receive no less than a certain share of any amounts (e. g ., royalties, Subsidiary Rights revenues) payable to the Playwright shall be understood to apply to the amounts payable to the original Playwright, it being understood that in the event Producer subsequently engages any additional or replacement writer and is required to pay amounts to such party in excess of (i. e ., not deducted from) the amounts payable to the original Playwright, Author shall not be entitled to its minimum share of such excess. Furthermore, in no event will Author be entitled to share in, or receive additional compensation as a result of, any compensation payable to the Playwright for services rendered by such party in connection with the Play in a capacity other than as an author of the Play, provided that such compensation is not designed to reduce Author's compensation hereunder. (c) Notwithstanding the foregoing, with respect to any Developmental Production from which Playwright is entitled to receive a royalty, Author's royalty shall be paid out of, and not in addition to, Author's royalty, and Author shall receive not less than two - thirds (2 / 3) of the Playwright's royalty from such Developmental Production, it being understood and agreed that Author shall not be entitled to receive a royalty from any Developmental Production from which Playwright is not entitled to receive a royalty. NY1301454. 6 _ 076169 - 10002 2. (d) Notwithstanding anything to the contrary contained in this Paragraph 5, Author agrees that if Playwright agrees to any alternative royalty calculation (including royalties based on weekly operating profits) and / or any adjustment, deferral, waiver, amortization and / or reduction of percentage royalties and / or minimum weekly guarantees with respect to any Production, Author shall in good faith also consider agreeing to such calculation, adjustment, deferral, waiver, amortization or reduction with respect to Author's royalties under this Paragraph 4 on the same proportionate basis and to the same extent. For the avoidance of doubt, Author shall not receive both a royalty and a share of Subsidiary Rights revenues from the same production of the Play. 6. Subsidiary Rights. Author shall be entitled to two - thirds (2 / 3) of 100 % of the Playwright's Net Compensation from the sale or other disposition of Subsidiary Rights (as customarily defined) in and to the Play. For purposes hereof, " Playwright's Net Compensation " shall be defined as all gross receipts actually received by Playwright from the sale or other disposition of all Subsidiary Rights in and to the Play, less customary commissions payable to a stock and / or amateur licensing agent or any other agent or representative (not to exceed 10 % of such gross receipts in the aggregate, except with regard to amateur licenses, for which such commissions shall not exceed 20 % of such gross receipts in the aggregate), any participations therein payable to Producer (which shall be as set forth in the Minimum Basic Production Contract, or the Approved Production Contract, of the Dramatists Guild), and any share that Author grants to a director and / or choreographer of the Play, Actors Equity, a theater that presents a Developmental Production or any other third party. 7. Net Profits. In addition to the royalty set forth above, Producer shall pay (or cause to be paid) to Author 2, 5 % of 100 % of the net profits of the company ("Original Company") which finances and presents the Initial Production. " Net profits " shall be computed, defined and paid in the same manner as for investors in the Original Company. 8. Merger. If Producer presents at least twenty - one (21) paid public performances (including an official press opening but not including previews) of the Play on Broadway or the West End of London, then the Novel and the Play shall " merge " (as such term is customarily understood in the live stage theatrical industry) and the rights granted by Author under this agreement shall become exclusively granted to Producer and Playwright (as their respective interests may appear) for a period of seven (7) years after there has been a hiatus of 90 days in which no productions of the Play have been presented in the United States and Canada or the United Kingdom under the auspices of Producer (the " Exclusive Period"), and thereafter on a non - exclusive basis for the duration of the original and all renewal and extended terms of all copyrights in the Novel. Producer hereby agrees that, in the event merger occurs as set forth in this paragraph 6, Producer shall be deemed to have assigned to Playwright all rights in the Novel granted to Producer hereunder, subject, however, to Producer's production and / or other rights in and to the Play as set forth in this agreement and in Producer's agreement with the Playwright, Producer agrees that the rights granted to Producer under this agreement will terminate unless merger occurs within 12 months from the exercise of the Option. 9. Holdback. Except as provided below, commencing with the date of this Agreement and continuing the earliest of (i) the termination of the Agency for failure to have obtained the written approval of the Author to a Playwright during the term of the Agency, (ii) Producer's failure to exercise the Option prior to the expiration thereof or failure to achieve merger as set forth above prior to the expiration of Producer's production rights hereunder, and (iii) if the Option is timely exercised and merger occurs, for the duration of the Exclusive Period, Author agrees that she will not authorize the development, marketing and / or production of any live stage production or other live show or audiovisual production that is based on the Novel or any portion thereof (subject to Paragraph 2 (b) above) . 10. Billing. Author will receive billing credit wherever and whenever Playwright is afforded billing credit, except for radio, television, mobile and internet banner and pop - up advertising, vehicular advertising and print advertisements of one - quarter page or less (unless any party receives billing credit in such excluded advertising other than Playwright, director, producers, stars and theater), and subject to customary exclusions for award and congratulatory ads, use of critics ' quotes and the customary right to use a billing box or movie - style run on billing. Such credit will appear immediately following Author's credit, in a type size no less than 100 % of the NY1301454. 6 076169 - 10002 size of Playwright's credit, in substantially the following form: " Based on the novel ' To Kill a Mockingbird · written by Harper Lee " . All other billing terms not expressly provided herein shall be in Producer's sole discretion. 11. Representations, Warranties and Indemnities. (e) Author hereby represents and warrants that: (i) Author has not assigned or licensed to any person and / or entity, and has not entered into any agreements to place any lien or encumbrance upon, the rights in the Novel that would derogate from or conflict with the rights granted hereunder (subject to the provisions of Paragraph 2 (b) above); (ii) there are no claims, litigation or other proceedings pending or threatened which could in any way conflict with the rights granted hereunder; (iii) the Novel, except to the extent that it is based upon or taken from material in the public domain, is wholly original with Author; (iv) Author has the sole and full right and authority to enter into this Agreement and to grant the rights granted hereunder; and (v) there are no third parties from whom any clearances, releases, consents and / or permissions may be necessary for Producer to obtain to exploit any rights to the Work granted hereunder, and the exercise of such rights will not violate any personal, contractual, proprietary or other rights of any third party. (f) Author agrees to indemnify and hold harmless Producer and Playwright, and their respective affiliates, officers, directors, employees, agents, successors, assignees, licensees and any other parties claiming by or through Producer and / or Playwright, from and against any and all third party claims (including any amounts paid in settlement, subject to the indemnitor's prior written consent, not to be unreasonably withheld), liability, demands, suits, losses, costs, expenses (including reasonable attorneys ' fees and disbursements), damages, judgments or recoveries (collectively, " Claims") which may be made against or suffered or incurred by Producer, Playwright and such others arising out of or in connection with any breach of any representations, warranties or agreements made by Author hereunder (g) Producer shall indemnify and hold harmless Author (or require in writing any assignee (s) and / or licensee (s) of Producer's rights hereunder to indemnify and hold harmless Author), from and against any and all Claims which may be made against or suffered or incurred by Author arising out of or in connection with the development, production and exploitation of the Play and which do not arise from or in connection with a breach of Author's representations, warranties or agreements contained herein. 12. Approvals. Author shall have the absolute and unconditional right to approve the Playwright for the Play. Such right of approval of Author hereunder shall be a right of prior, written approval, and Author's exercise of such right shall be within her sole and unfettered discretion. . Author shall also have the right to review the script of the Play and to make comments which shall be considered in good faith by the Playwright, and the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters. If the Author believes that the Play does so derogate or depart, or alter characters, Producer will be given notice thereof as soon as possible, and will be afforded an opportunity to discuss with Owner resolutions of any such concerns. 13. Breach. Anything herein to the contrary notwithstanding, in the event of any default in the payment of any sum of money or other default by Producer or Playwright, as their respective interests may appear, under this Agreement, if Author has provided reasonable notice of such default and a reasonable opportunity to cure such default, Author shall be entitled to an award of reasonable legal fees incurred in the enforcement of her rights hereunder in addition to her remedies at law and in equity. 14. House Seats; Travel. For the official press opening performance of each of the initial Broadway and West End Productions, Author shall be entitled to receive two (2) complimentary tickets to such performance along with accompanying complimentary passes to any opening night party. If such performance occurs more than 100 miles from the current residence of either Author or her designees who will use such tickets, Producer will provide each such person with (i) one (1) business class roundtrip airfare, (ii) ground transportation to and from airports, (iii) first class hotel accommodations for 2 nights, and (iv) a per diem of $ 125. NY1301454. 6 076169 - 10002 15. Long - Form Agreement. The parties hereto intend to enter into a long - form agreement containing the foregoing terms at such time as the parties so elect, which agreement will also contain all other terms and conditions customarily included in agreements of this nature, subject to good faith negotiations. 16. Miscellaneous. All matters concerning this Agreement and its validity, performance or breach shall be governed by the law of the State of New York applicable to contracts made and performed entirely therein. This Agreement may be executed in several counterparts, all of which when signed shall constitute a single agreement. Facsimile and PDF copies of this Agreement and signatures thereon shall be valid and binding on the parties. Please confirm your agreement to the foregoing by signing your name where indicated below. Very truly yours, RUDINPLAY / INC. By: An Authorized Officer ACCEPTED AND AGREED: Sharper Led By: HARPER LEE NY1301454. 6 _ 076169 - 10002

Exhibit B

EXHIBIT B Previously Filed Under Seal Pursuant to Mar. 14, 2018 Order (Doc. 9)

MOTION to Dismiss for Lack of Jurisdiction or, in the alternative, to Transfer by Rudinplay, Inc.

4 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION TONJA B. CARTER, in her capacity as } Personal Representative of THE ESTATE } OF NELLE HARPER LEE, } } PLAINTIFF, } } vs. } Case No. 1:18-CV-117-WS-B } RUDINPLAY, INC., } } DEFENDANT. } DEFENDANT RUDINPLAY, INC.'S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION OR, IN THE ALTERNATIVE, TO TRANSFER VENUE Defendant Rudinplay, Inc. ("Rudinplay"), respectfully requests that the Court dismiss the Amended Complaint (Doc. No. 12, the "Am. Compl.") for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), or, in the alternative, transfer this case to the Southern District of New York pursuant to 28 U.S.C. § 1404. PRELIMINARY STATEMENT Rudinplay, a New York-based theatrical production company, entered into an agreement (the "Agreement," Am. Compl. Ex. A) by which it acquired the rights to adapt Harper Lee's novel, To Kill a Mockingbird (the "Novel"), into a live stage play (the "Play"). The Play currently is scheduled to premiere on Broadway, in New York, the Agreement is governed by New York law, and the negotiations concerning the Agreement were conducted entirely between Rudinplay's representatives in New York and Ms. Lee's representatives in New York and London. At no point did Rudinplay or its representatives negotiate the terms of the Agreement 16197115.3 227691-10003 1 4 with anyone in the State of Alabama or take any action by which it purposefully availed itself of the privilege of conducting activities within this State. Nevertheless, Plaintiff, who alleges that she is the Personal Representative of the late Ms. Lee's Estate, purports to hale Rudinplay into a foreign forum, apparently because Ms. Lee was a resident of Alabama prior to her death. The law is clear, however, that the mere "existence of a contractual relationship between a nonresident defendant and [an Alabama] resident" is not sufficient to subject a defendant to personal jurisdiction in this forum, see Jet Charter Serv., Inc. v. Koeck, 907 F.2d 1110, 1113 (11th Cir. 1990) (citing Burger King v. Rudzewicz, 471 U.S. 462, 478 (1985)), and the mere fact that Rudinplay entered into an agreement with Ms. Lee cannot justify the exercise of personal jurisdiction over Rudinplay here. Rather, for the exercise of personal jurisdiction over a defendant to comply with Constitutional requirements of due process, the defendant's contacts with the forum State must involve some act by which the defendant purposefully availed itself of the privilege of conducting activities within the forum, and must be to an extent that the defendant should reasonably anticipate being haled into court in this State. In assessing whether a contractual relationship can give rise to jurisdiction, a Court must consider factors such as "prior negotiations and contemplated future consequences, [and] the terms of the contract and the parties' actual course of dealing. . . ." Burger King, 471 U.S. at 479. All of these factors mandate against the exercise of personal jurisdiction against Rudinplay, which negotiated a contract and dealt exclusively with individuals based in New York and London, in connection with an agreement governed by New York law, for a play that is to be performed in New York. Indeed, the only contact between Rudinplay and Alabama alleged in the Amended Complaint is that, after the agreement was executed (and after Ms. Lee passed away), 16197115.3 227691-10003 2 4 Rudinplay's principal, Scott Rudin, had a single telephone call with Plaintiff while Plaintiff was in Alabama. Again, the law is clear that a single telephone contact with someone in the forum state is not sufficient to demonstrate that a defendant, in entering into a contract, purposefully availed itself of the privilege of conducting activities within the forum. This is particularly true given that, at the time the agreement was entered into with Ms. Lee, Plaintiff was not a party, and Mr. Rudin did not even know that Plaintiff existed—Rudinplay could not have "purposefully availed" itself of an Alabama forum simply because an individual, unknown to Rudinplay at the time of contracting, subsequently took action from this State. Perhaps recognizing these fatal deficiencies in her theory of personal jurisdiction, Plaintiff resorts to mischaracterizing the Agreement and the parties' dealings thereunder. For example, Plaintiff alleges that, at one point, Rudinplay sent a check "payable to Ms. Lee" (Am. Compl. ¶ 22)—implying that this payment was mailed to Alabama. In fact, as Plaintiff well knows, the payment in question was mailed not to Alabama, but rather to Ms. Lee's literary agent in London—consistent with the fact that all of Rudinplay's dealings were with Ms. Lee's representatives in New York and London. Plaintiff also alleges that Rudinplay "agreed that there would be an annual professional performance of the Play in Monroeville, Alabama. . . ." (Am. Compl. ¶ 14). This too is misleading. In fact, the provision of the Agreement in question recognized required that the playwright, Aaron Sorkin (who is not a defendant) would have the right to grant stock and amateur licensing rights in the Play, and provided that Mr. Sorkin acknowledge that a production would take place in Monroeville and agree that he would not license a competing production within sixty miles of Monroeville. The purpose and effect of this provision was to protect a production of To Kill a Mockingbird, produced by a nonprofit that Ms. Lee created, from 16197115.3 227691-10003 3 4 competition. Rudinplay would have no involvement with any Alabama production. Obviously, a provision precluding the playwright from licensing an amateur production in Monroeville does not constitute purposeful availment of an Alabama forum on the part of Rudinplay. Because this Court lacks personal jurisdiction over Rudinplay, the Amended Complaint should be dismissed. If the Court declines to do so, however, Rudinplay request that the Court transfer venue to the Southern District of New York, which is the appropriate forum for this dispute, pursuant to 28 U.S.C. § 1404(a). The factors that courts consider in weighing a transfer motion—including the locus of operative facts, the convenience of witnesses, the forum's familiarity with the governing law, and trial efficiency and the interests of justice—either favor transfer to New York, or are neutral. Indeed, the Play itself is scheduled to be performed not in Alabama, but rather New York. As set forth in greater detail herein, even the exercise of jurisdiction over Rudinplay were appropriate—and it is not—New York is plainly a more convenient and appropriate forum, and this action should be transferred in the interest of justice. STATEMENT OF FACTS RELEVANT TO THE MOTION1 A. Defendant Rudinplay Has No Relationship To the State of Alabama. Rudinplay is a New York-based theatrical production company with its principal place of business in New York, New York. (Am. Compl. ¶ 3; Rudin. Decl. ¶¶ 3-4). Rudinplay's principal is the well-known theatre and film producer, Scott Rudin, who lives and works in New York. (Rudin Decl. ¶¶ 2-4). Neither Rudinplay nor Mr. Rudin individually has any relationship to or maintains any presence or contacts in Alabama. Rudinplay is not registered to do business in this State; it does not have offices, employees, a telephone listing, or a physical mailing address in Alabama; it does not maintain assets, bank accounts, or own or lease any property in 1 The facts set forth in support of Defendant's motion to dismiss are taken from the Amended Complaint, the Declaration of Scott Rudin ("Rudin Decl.") dated April 6, 2018, attached hereto, and the Declaration of Stefan Schick ("Schick Decl.") dated April 9, 2018, attached hereto. 16197115.3 227691-10003 4 4 Alabama; and it has never availed itself of Alabama's laws or courts. (Id. ¶¶ 2-8). To the best of his knowledge, Mr. Rudin has never even been in Alabama. (Id. ¶ 5). B. Rudinplay Enters Into the Agreement, Which Is Negotiated with Harper Lee's Representatives in New York and London, Not in Alabama. Effective as of June 29, 2015, Rudinplay and Harper Lee entered into a letter agreement, by which Rudinplay acquired from Ms. Lee certain rights to adapt Ms. Lee's 1960 novel To Kill A Mockingbird into a live stage play, to premiere on either Broadway in New York or the West End of London. (Am. Compl. ¶ 9; Rudin. Decl. ¶ 9; Agreement ¶ 4). While Plaintiff alleges that Ms. Lee was a resident of Monroe County, Alabama, until her death in February 2016 (Am. Compl. ¶ 2), Rudinplay did not deal directly with Ms. Lee, who was eighty-nine years old at the time the Agreement was finalized.2 Rather, the Agreement was negotiated between Mr. Rudin and his New York-based attorney, Seth Gelblum, on the one hand, and Ms. Lee's New York-based attorney, Timothy O'Donnell, and her London-based literary agent, Andrew Nurnberg, on the other. (Rudin Decl. ¶¶ 10-11; Schick Decl. ¶ 4). Indeed, the letter agreement itself is addressed to Ms. Lee "c/o Andrew Nurnberg Associates International" in the United Kingdom. (Am. Compl. Ex. A). At no time during the negotiation or execution of the Agreement did any of Rudinplay's agents or representatives set foot in Alabama or negotiate with anyone in Alabama. (Rudin Decl. ¶ 11; Schick Decl. ¶ 5). The Agreement granted Ms. Lee the right to approve Rudinplay's selection of the playwright for the Play, providing that "the written approval of the Playwright by the Author is a condition precedent to any grant of rights to [Rudinplay]." (Agreement ¶ 1). Rudinplay procured Aaron Sorkin—one of the leading theater, film, and television writers in America—as the playwright. (Rudin Decl. ¶ 13; Am. Compl. ¶ 21). Rudinplay submitted Mr. Sorkin's name 2 https://en.wikipedia.org/wiki/Harper_Lee 16197115.3 227691-10003 5 4 and CV to Mr. Nurnberg in order to obtain approval of Mr. Sorkin as playwright. (Rudin Decl. ¶ 13). Following the approval of Mr. Sorkin as playwright, on November 4, 2015, Rudinplay made a payment of $100,000 to Ms. Lee, pursuant to paragraph 3(a) of the Agreement. (Am. Compl. ¶ 22). Consistent with the fact that all of Rudinplay's dealings were with Ms. Lee's representatives in New York and London, the check was not sent to Ms. Lee directly; rather, Mr. Gelblum, Rudinplay's New York attorney, sent the check to Mr. Nurnberg, in London. (Rudin Decl. ¶ 14; Schick Decl. ¶ 6). C. Following Ms. Lee's Passing, Plaintiff Files Suit a Mere Nine Months Before the Play's Scheduled New York Premiere, Alleging That a Draft of the Script Departs From the "Spirit" of the Novel Ms. Lee passed away on February 19, 2016. Plaintiff alleges that, following Ms. Lee's passing, she was appointed as the Personal Representative of Ms. Lee's Estate. (Am. Compl. ¶¶ 1). Plaintiff is a citizen of Monroe County, Alabama. (Id.) Plaintiff only became involved after Ms. Lee's death and played no role in the negotiation or execution of the Agreement. (Rudin Decl. ¶ 12). In fact, because Plaintiff had no involvement in this process whatsoever, Mr. Rudin had never even heard Plaintiff's name at the time Rudinplay contracted for the live stage rights to the Novel. (Id.). Throughout 2016 and 2017, Mr. Sorkin drafted the script for the Play in his office in Los Angeles, California. (Rudin Decl. ¶ 15). On August 24, 2017, Rudinplay sent a draft of Mr. Sorkin's script to Mr. Nurnberg in London. (Id.). Plaintiff alleges that she first saw a draft of the Play's script in mid-September 2017 (Am. Compl. ¶ 30), indicating that Mr. Nurnberg waited nearly a month before sharing the script with her. During the month of September 2017, Mr. Rudin had a number of communications with Mr. Nurnberg, in London, concerning the Play and the draft script. (Am. Compl. ¶¶ 28-29, 31; 16197115.3 227691-10003 6 4 Rudin Decl. ¶ 16). Mr. Rudin and Plaintiff also spoke briefly by phone on a single occasion on September 25, 2017, followed by several more emails between Mr. Rudin and Mr. Nurnberg. (Am. Compl.¶¶ 32-34; Rudin Decl. ¶ 16). On February 16, 2018, Mr. Rudin met with Plaintiff and Mr. Nurnberg—in New York— to discuss the script. (Am. Compl. ¶ 36; Rudin Decl. ¶ 17). Subsequently, on March 5, 2018, Plaintiff sent a letter to Mr. Rudin, claiming that the script "depart[s] from the spirit of the Novel [and] alter[s] . . . its characters," ostensibly in violation of paragraph 12 of the Agreement. (Am. Compl. ¶ 38). Shortly thereafter, on March 13, 2018, Plaintiff filed her initial complaint in this action, alleging that the Play departs from the "spirit" of the Novel in various ways, and impermissibly alters the characters of Atticus Finch, Calpurnia, Tom Robinson, Jem Finch and Scout Finch. (Doc. No. 1 ¶ 44). Just three weeks later, Plaintiff amended her complaint, abandoning many of these claims and alleging that the Play only "alters" two characters— Atticus and Jem—and that the depiction of legal proceedings against Tom Robinson "departs from the spirit of the Novel" in some unspecified way. (Am. Compl. ¶ 44). While Rudinplay strongly disputes Plaintiff's allegations that the Play departs from the spirit of the Novel or alters its characters in any impermissible way, Rudinplay notes that Plaintiff's allegations are based entirely on an interim draft script, and not on the live stage production itself. The Play is defined in the Agreement as the live stage production (Agreement ¶ 1), and it is the live stage production, not a script, that may not derogate or depart from the spirit of the Novel or alter the characters. The Play is currently planned to premiere on Broadway on December 13, 2018—the Play has been cast, the cast and a general management company have been contracted, and a Broadway theater has been reserved. (Rudin Decl. ¶ 18). 16197115.3 227691-10003 7 4 The Play has been, and will continue to be, developed, rehearsed, and produced entirely in New York. (Id.). ARGUMENT I. THIS COURT LACKS PERSONAL JURISDICTION OVER RUDINPLAY. Plaintiff bears the burden of establishing a prima facie case of personal jurisdiction over Rudinplay. See United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009). To meet her burden, Plaintiff must allege sufficient material facts to establish the basis for the Court's jurisdiction. See Future Technology Today, Inc., v. OSF Healthcare Systems, Inc., 218 F.3d 1247, 1249 (11th Cir. 2000); United Techs. Corp., 556 F.3d at 1274. Only if the plaintiff makes a prima facie showing of personal jurisdiction does the burden shift to the defendant to present evidence demonstrating that the due process requirements of the Constitution are not met. See id. In deciding a motion to dismiss for lack of personal jurisdiction, the allegations in the complaint are accepted as true only to the extent that they are not directly controverted by the defendant's evidence. Morris v. SSE, Inc., 843 F.2d 489, 492 (11th Cir. 1988). Where a non- resident defendant has challenged jurisdiction through affidavit evidence, the burden shifts back to the plaintiff to present admissible evidence establishing a basis upon which personal jurisdiction over the defendant may be obtained.3 United Techs. Corp., 556 F.3d at 1274; see also Stubbs v. Wyndham Nassau Resort & Crystal Palace Casino, 447 F.3d 1357, 1360 (11th 3 Plaintiff's conclusory allegation that this Court has personal jurisdiction over Rudinplay "because the claim asserted in this [Amended] Complaint arises out of and relates to Rudinplay's contacts with the State of Alabama, and Rudinplay purposely availed itself of the privilege of conducting activities within the State of Alabama" (Am. Compl. ¶ 5) cannot itself support an exercise of personal jurisdiction over Rudinplay, as it does not contain any factual allegations. See United Techs. Corp., 556 F.3d at 1274 (plaintiff must allege sufficient facts to make out prima facie case of jurisdiction). 16197115.3 227691-10003 8 4 Cir. 2006) (where defendant "submits affidavits contrary to the allegations in the complaint, the burden shifts back to the plaintiff to produce evidence supporting personal jurisdiction"). Here, the assertion of personal jurisdiction over Rudinplay by this Court would violate Rudinplay's due process rights under the Fourteenth Amendment.4 Due process requires that (1) a defendant have "certain minimum contacts" with the forum and (2) the Court's exercise of jurisdiction over the defendant would not "offend traditional notions of fair play and substantial justice." E.g., Oldfield v. Pueblo De Bahia Lora, S.A., 558 F.3d 1210, 1220 (11th Cir. 2009) (quoting Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984)). Minimum contacts may arise out of either specific jurisdiction (i.e., defendant's activities in the forum that are related to the cause of action alleged in the complaint) or general jurisdiction (i.e., a defendant's contacts with the forum that are unrelated to the cause of action). See Consolidated Dev. Corp. v. Sherritt, Inc., 216 F.3d 1286, 1291-92 (11th Cir. 2000). As explained below, Plaintiff has not pleaded facts showing that either general or specific jurisdiction exists over Rudinplay. Indeed, neither general or specific jurisdiction is present. A. This Court Lacks General Jurisdiction Over Rudinplay. General jurisdiction arises only under very limited circumstances that are not present here. As the Supreme Court recently recognized, general jurisdiction is proper over a corporation only where "the corporation is fairly regarded as at home." Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S. Ct. 2846, 2853-54 (2011); Daimler AG v. Bauman, 134 S. Ct. 746, 760 (2014) (same). For a corporation, "the place of incorporation and principal place of 4 Because Alabama's long-arm provision permits its courts to exercise personal jurisdiction to the extent permitted by the Due Process Clause of the Fourteenth Amendment of the U.S. Constitution, the long-arm statute analysis and due process analysis merge, and the issue before the Court is simply whether the exercise of jurisdiction over Rudinplay would violate due process. See, e.g., Mutual Service Ins. Co. v. Frit Indus., 358 F.3d 1312, 1319 (11th Cir. 2004); Ruiz de Molina v. Merritt & Furman Ins. Agency, Inc., 207 F.3d 1351, 1356 (11th Cir. 2000). 16197115.3 227691-10003 9 4 business are 'paradig[m] … bases for general jurisdiction.'" Daimler AG, 134 S. Ct. at 760 (citation omitted). Only in an "exceptional" case might a corporation's operations in a forum other than its formal place of incorporation or principal place of business "be so substantial and of such a nature as to render the corporation at home in that State." Id. at 761 n.19. As the Supreme Court held in Daimler AG, even a formulation that would "approve the exercise of general jurisdiction in every State in which a corporation engages in a substantial, continuous, and systematic course of business" would be "unacceptably grasping." Id. at 760-61 (quotation omitted). Rudinplay, a New York corporation with its principal place of business in New York (Am. Compl. ¶ 3), is not "home" in Alabama. Not only is Rudinplay not domiciled in Alabama, it is not even registered to do business in Alabama. Rudinplay does not have offices, employees, a telephone listing, or a physical mailing address in Alabama, and does not maintain assets, bank accounts, or own or lease any property in Alabama. (Rudin Decl. ¶¶ 2-8). Accordingly, Rudinplay does not begin to approach the exceedingly high threshold necessary for the exercise of general jurisdiction. B. This Court Lacks Specific Jurisdiction Over Rudinplay. This Court also lacks specific jurisdiction over Rudinplay. To support specific jurisdiction, a defendant's contacts with the forum state must satisfy three criteria: (1) they must be related to the plaintiff's cause of action or have given rise to it; (2) they must involve some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum; and (3) they must be such that the defendant should reasonably anticipate being haled into court in the forum. See, e.g., Francosteel Corp. v. M/V Charm, 19 F.3d 624, 627 (11th Cir. 1994); Matthews v. Brookstone Stores, 469 F. Supp. 2d 1056, 1062 (S.D. Ala. 2007). "Random, fortuitous or attenuated contacts, or contacts produced through the unilateral activity of a third 16197115.3 227691-10003 10 4 person are insufficient to reasonably indicate to the defendant that he should anticipate being subject to personal jurisdiction of the forum state's courts." Jet Charter Serv., Inc. v. Koeck, 907 F.2d 1110, 1113 (11th Cir. 1990) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475 (1985)). Here, Plaintiff has not met her burden to plead facts demonstrating that Rudinplay purposefully availed itself of the privilege of conducting activities within Alabama. Moreover, the evidence submitted in Mr. Rudin and Mr. Schick's Declarations clearly controverts Plaintiff's allegations. It is firmly established that the mere "existence of a contractual relationship between a nonresident defendant and [an Alabama] resident is not sufficient in itself to meet the requirements of due process." Jet Charter Serv., Inc., 907 F.2d at 1113 (citing Burger King, 471 U.S. at 462); see also, e.g., Rowe v. Gary, Williams, Parteni, Watson & Gary, P.L.L.C., No. 16- 17798, 2018 U.S. App. LEXIS 2702, at *8 (11th Cir. Jan. 31, 2018) (finding no personal jurisdiction over nonresident and holding that "an out-of-state defendant's merely entering into a contract. . . with a forum resident is insufficient to pass the minimum contacts test"); Jackson, Key Practice Solutions, LLC v. Sullivan, C.A. 15-0483-WS-B, 2015 U.S. Dist. LEXIS 169140, at *12-13 (S.D. Ala. Dec. 18, 2015) ("[I]t is settled that entering [into] a contract with a citizen of another state, standing alone, does not automatically satisfy the minimum contacts test.") (Steele, J.) (quoting Diamond Crystal Brands, Inc. v. Food Movers Int'l, Inc., 593 F.3d 1249, 1268 (11th Cir. 2010)). Consequently, the mere fact that Rudinplay entered into a contract with Ms. Lee is insufficient to support the exercise of personal jurisdiction over Rudinplay. Rather, in assessing whether a contractual relationship can give rise to specific jurisdiction, the Supreme Court has "emphasized the need for a 'highly realistic' approach," 16197115.3 227691-10003 11 4 which recognizes that a "contract" is but an intermediate step to the real object of a business transaction. Burger King, 471 U.S. at 479 (quoting Hoopeston Canning Co. v. Cullen, 318 U.S. 313, 316 (1943)). A court must thus focus on factors such as "prior negotiations and contemplated future consequences, [and] the terms of the contract and the parties' actual course of dealing. . . in determining whether the defendant purposefully established minimum contacts within the forum." Id.; see also, e.g., PVC Windoors, Inc. v. Babbitbay Beach Constr., N.V., 598 F.3d 802, 811 (11th Cir. 2010) (same); Jackson, Key Practice Solutions, 2015 U.S. Dist. LEXIS 169140, at *13 (same). None of those factors support the exercise of personal jurisdiction here. First, the negotiation of the Agreement was exclusively conducted between Rudinplay's agents in New York, and Ms. Lee's representatives in New York and London. Rudinplay never negotiated directly with Ms. Lee (who was eighty-nine years old at the time). (See supra at 5). Courts in this Circuit have declined to exercise personal jurisdiction over non-resident defendants in breach of contract cases where contract negotiations did not take place in the forum state. E.g., Francosteel Corp. v. M/V Charm, 19 F.3d 624, 627 (11th Cir. 1994) (holding defendant's "conduct does not rise to the level of purposeful availment of the privileges of doing business in Georgia or the protections of Georgia's laws" where "there were no direct negotiations or other dealings" in the forum); see also Jet Charter Serv., 907 F.2d at 1113 (finding defendant's contract-based contacts with Florida insufficient to support personal jurisdiction even though the defendant twice travelled to Florida, in connection with negotiations and to attend the transaction's closing); PVC Windoors, Inc., 598 F.3d at 812 (fact that negotiations took place "in part in Florida" insufficient to support personal jurisdiction). Second, although some contracts contemplate a future relationship with the forum state that is sufficiently ongoing and substantial to suggest that a non-resident party to a contract 16197115.3 227691-10003 12 4 purposely availed itself of the resident's forum, the contractual agreement here plainly does not contemplate that Rudinplay would have such a relationship with Alabama. Rather, the parties entered into an isolated transaction for a one-time grant of rights from Ms. Lee to Rudinplay. This limited exchange is not sufficient to support an exercise of personal jurisdiction. For example, in a case involving a one-time contract for legal representation, the Eleventh Circuit held that the law firm and attorney defendants were not subject to personal jurisdiction in Georgia, even though the client was based in Georgia, at least two case-strategy meetings took place in Georgia, and there were telephone calls, emails, and faxes between the plaintiff in Georgia and the defendants. Rowe v. Gary, Williams, Parteni, Watson & Gary, P.L.L.C., No. 16-17798, 2018 U.S. App. LEXIS 2702, at *9 (11th Cir. Jan. 31, 2018). Similarly, in Borg- Warner Acceptance Corp. v. Lovett & Tharpe, Inc., the Eleventh Circuit held that the district court lacked personal jurisdiction over the defendant where the principal contact was a single transaction for goods manufactured in the forum state under a contract negotiated outside of the forum, observing that "the binding precedent in this circuit indicates that a purchaser in an isolated transaction may not be subject to personal jurisdiction in a seller's state merely because the manufacturer performed its duties under the contract there." 786 F.2d 1055, 1063 (11th Cir. 1986); see also Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 994 (11th Cir. 1986) (defendant did not purposely avail itself of Florida by seeking plaintiff's assistance "in a one-shot operation"—even though "some in-Florida preparation" for performance by the plaintiff was "perhaps foreseeable" by the defendant). In Burger King, the Supreme Court described the type of ongoing, substantial relationship that can render a contract a "contact" for specific jurisdiction purposes, finding that a Burger King franchisee was subject to personal jurisdiction in Florida (where Burger King was 16197115.3 227691-10003 13 4 headquartered) when the franchisee "entered into a carefully structured 20-year relationship that envisioned continuing and wide-reaching contacts with Burger King in Florida." 471 U.S. at 480. Among other things, the contract "called for the franchisee to deliver all payments of all required fees and all required notices to the franchisor in Miami, Florida," and "provided that the franchisee's operations and inspections would be subject to extensive regulations and inspections ultimately controlled by the Miami headquarters. . . ." Jet Charter Serv., 907 F.2d at 1113 (citing Burger King, 471 U.S. at 480). This Agreement, in contrast, does not call for any remotely comparable continuing relationship between Rudinplay and Alabama. See Jet Charter Serv., 907 F.2d at 1113 (distinguishing Burger King and finding defendant's contract-based contacts with Florida insufficient to support personal jurisdiction even though the defendant agreed to provide a letter of credit in favor of a Florida entity and twice travelled to Florida, in connection with negotiations and to attend the transaction's closing). Third, the terms of the Agreement do not suggest that Rudinplay "purposefully availed" itself of the privilege of conducting activities within Alabama, much less that it should have reasonably anticipated being haled into an Alabama court. To the contrary, the Agreement contains a choice of law provision wherein the parties agreed that New York law would govern. (Agreement ¶ 16). Courts in this Circuit analyzing personal jurisdiction in the context of contractual relationships have found the existence of such choice of law provisions to be significant and have concluded that the parties' election of the law of a different forum weighs against a finding of personal jurisdiction. See, e.g., Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 995 (11th Cir. 1986) ("By its own terms the contract is to be governed by the law not of Florida, but of England. In a case involving parties of presumably equal bargaining power, the choice of English law to govern the agreement is in itself an 16197115.3 227691-10003 14 4 indication that [defendant] did not avail itself of the benefits and protections of Florida law."); Johnston v. Frank E. Basil, Inc., 802 F.2d 418, 420-21 (11th Cir. 1986) (defendants did not subject themselves to jurisdiction in Alabama under a contract that "expressly states that the parties intend to be governed, not by Alabama law, but by the law of the place of employment"); Allegiant Physicians Servs. v. Sturdy Mem. Hosp., 926 F. Supp. 1106 (N.D. Ga. 1996) (reasoning that the parties' decision to select Massachusetts law in their contract weighed against a finding of personal jurisdiction over the defendant in Georgia); cf. Burger King, 471 U.S. at 482 (Florida choice-of-law provision, combined with 20-year interdependent relationship defendant established with Burger King's Miami headquarters, "reinforced his deliberate affiliation with the forum state"). Fourth, the parties' actual course of dealing under the Agreement does not support the exercise of jurisdiction in Alabama. Prior to Ms. Lee's death, Rudinplay and its agents dealt exclusively with Ms. Lee's representatives in New York and London (see supra at 5). Plaintiff does not allege any telephone calls, correspondence, or other communications with Ms. Lee in Alabama. Plaintiff, instead, alleges that after the Agreement had been fully negotiated and executed, and after Ms. Lee's death, Mr. Rudin had a telephone conversation with Plaintiff while she was in Monroeville, Alabama. (Am. Compl. ¶ 32). But a single telephone call with someone in Alabama cannot convert an isolated transaction concerning a straightforward intellectual-property license into the sort of complex, ongoing contractual relationship that could justify haling Rudinplay into a foreign court. See, e.g., Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1251 (11th Cir. 2000) (no personal jurisdiction arising out of "one-time service" contract despite one telephone call into the state); Aeropower, Ltd. V. 16197115.3 227691-10003 15 4 Matherly, 511 F. Supp. 2d 1139, 1155-56 (M.D. Ala. 2007) (no personal jurisdiction; mere "telephone, fax, mail and wire communications" between the non-resident defendants and the forum plaintiff did not satisfy minimum contacts requirement); Maximum Efficiency Squared, LLC v. Samsara Works Corp., No. 2:14-cv-01214-MHT-PWG, 2015 U.S. Dist. LEXIS 113803, at *21 (M.D. Ala. July 31, 2015) (finding no personal jurisdiction and observing that "telephone communications themselves are not per se evidence of purposeful availment"). In any case, at the time that Rudinplay entered into the Agreement with Ms. Lee, Mr. Rudin did not even know who Plaintiff was, and certainly did not communicate with her in any way, much less regarding the Agreement itself. Mr. Rudin only became aware of Plaintiff's existence after Ms. Lee's death. Rudinplay could hardly have purposely availed itself of Alabama based on the fact that Plaintiff—whose involvement began well after the Agreement was negotiated—lives in Alabama. See Jackson, Key Practice Solutions, 2015 U.S. Dist. LEXIS 169140, at *13 ("The focus must always be on the nonresident defendant's conduct, that is, whether the defendant deliberately engaged in significant activities within a state or created continuing obligations with residents of the forum.") (quoting Diamond Crystal, 593 F.3d at 1268) (emphasis in original). Simply put, Rudinplay is not bound to the forum of Ms. Lee's successor-in-interest. Perhaps recognizing that there is no legitimate basis for the exercise of personal jurisdiction over Rudinplay in Alabama, Plaintiff resorts to mischaracterizations of the Agreement and the parties' dealings thereunder. For example, Plaintiff alleges that "Rudinplay sent a check dated November 4, 2015, for $100,000 payable to Ms. Lee" (Am. Compl. ¶ 22), implying that this payment was mailed to Alabama. In fact, consistent with the fact that all of Rudinplay's dealings were with Ms. Lee's representatives in New York and London—all 16197115.3 227691-10003 16 4 payments made by Rudinplay were sent to Ms. Lee's literary agent in the United Kingdom—not to Alabama. (See Rudin Decl. ¶ 14; Schick Decl. ¶ 6). And even if Rudinplay had made a payment directly to Plaintiff in Alabama, courts in this Circuit have refused to place any significant weight on payments for personal-jurisdiction purposes. See Jackson, Key Practice Solutions, 2015 U.S. Dist. LEXIS 169140, at *17-18, 23 (no personal jurisdiction even though contract required defendant to make monthly installment payments to Alabama company over a period of 60 months); Allegiant Physicians Servs., 926 F. Supp. at 1116 (dismissing as insignificant the fact that defendant made "regular payments to Plaintiff in Georgia as evidence that Defendant Hospital purposefully availed itself of the forum" and noting that the Eleventh Circuit "places little weight on the mailing of payments to the forum state"). Plaintiff also alleges that "Rudinplay expressly agreed that there would be an annual professional performance of the Play in Monroeville, Alabama. . . ." (Am. Compl. ¶ 14). This too is misleading. The Agreement provided that Rudinplay would procure a playwright (Mr. Sorkin), and that Rudinplay would produce the initial first class production of the Play, either on Broadway or in the West End of London. (Agreement ¶¶ 1, 4). Thereafter, as in a standard theatrical agreement, the right to license stock and amateur productions of the Play would be exercised by the playwright—not Rudinplay. (See Schick Decl. ¶ 8). The Agreement required that the playwright (ultimately, Mr. Sorkin) agree that any grant of stock or amateur licensing rights be contingent on (i) an annual professional production in Monroeville, Alabama, and (ii) a corresponding prohibition against the playwright licensing any performance of the Play within sixty (6) miles of Monroeville, or granting a license to the Monroe County Museum. (Agreement ¶ 2(a)). The evident purpose of this provision was to permit a production of To Kill a Mockingbird, produced by a nonprofit that Ms. Lee created, to 16197115.3 227691-10003 17 4 proceed without competition.5 Rudinplay itself would have no involvement in such production; indeed, far from requiring Rudinplay to produce the Play in Alabama, the provision in question prohibits Sorkin (not Rudinplay) from licensing any production in Monroeville. That Plaintiff must resort to arguing that this provision somehow constitutes purposeful availment of an Alabama forum by Rudinplay demonstrates that Plaintiff's theory of personal jurisdiction is without merit. II. ALTERNATIVELY, THE COURT SHOULD TRANSFER THIS CASE TO THE SOUTHERN DISTRICT OF NEW YORK PURSUANT TO 28 U.S.C. § 1404(A). If the Court declines to dismiss this matter for lack of personal jurisdiction over Rudinplay, it should nevertheless transfer the case to the Southern District of New York, which is a more convenient forum. Pursuant to 28 U.S.C. § 1404(a), "[f]or the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought…." At the outset, the Court must evaluate two threshold requirements: (1) "whether the action could originally have been brought in the proposed transferee forum," and (2) "whether a balancing of the convenience of the parties and the interest of justice favors transfer in the specific case." First Fin. Bank v. CS Assets, LLC, No. 08-0731-WS-M, 2009 U.S. Dist. LEXIS 37885, at *5-6 (S.D. Ala. May 4, 2009); see Lasalle Bank N.A. v. Mobile Hotel Props., LLC, 274 F. Supp. 2d 1293, 1301 (S.D. Ala. 2003). "A motion to transfer under § 1404(a) thus calls on the district court to make an individualized, case-by-case determination based on principles of fairness and convenience." Lasalle, 274 F. Supp. 2d at 1301 (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 29 (1988)). 5 See "A 'Mockingbird' Reopens in Alabama, and Drama Plays Out, The New York Times, April 17, 2016, available at: https://www.nytimes.com/2016/04/18/books/a-mockingbird-reopens-in-alabama-and- drama-plays-out.html. 16197115.3 227691-10003 18 4 A. The Southern District of New York is a Proper Alternative Forum. The determination of a proper forum where the action "might have been brought" requires venue to be proper in the transferee forum and for defendant to be subject to personal jurisdiction. See Nelson v. Brown-Service Ins. Co., CA 97-0471-P-C, 1997 U.S. Dist. LEXIS 12413, at *4-5 (S.D. Ala. June 18, 1997). Personal jurisdiction exists in the Southern District of New York because Rudinplay maintains it principal place of business in New York, New York. Conversely, personal jurisdiction over Rudinplay in Alabama is lacking. See supra, at 8-18. The transfer of this case from Alabama, a forum lacking sufficient contacts with Rudinplay to establish personal jurisdiction, to the Southern District of New York, a forum that undoubtedly has personal jurisdiction over Rudinplay, would be in the interests of both judicial economy and justice. Moreover, venue properly lies in the Southern District of New York under 28 U.S.C. § 1391(b). Pursuant to 28 U.S.C. § 1391(b)(1), a diversity action may be brought in "a judicial district in which any defendant resides, if all defendants are residents of the State in which the district is located[.]" A defendant corporation is deemed to reside "in any judicial district in which such defendant is subject to the court's personal jurisdiction with respect to the civil action in question." 28 U.S.C. § 1391(c)(2). Rudinplay maintains its principal place of business in New York and is undoubtedly subject to personal jurisdiction in the Southern District of New York. Venue is also proper in "a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred. . . ." 28 U.S.C.§ 1391(b)(2). This case concerns a live stage adaptation of the Novel, produced by a New York-based theater production company, pursuant to an Agreement negotiated largely in New York. The Play—the actual subject of the Agreement between the parties—will be developed, produced, and rehearsed in New York and 16197115.3 227691-10003 19 4 performed primarily on Broadway in New York. For this additional reason, the Southern District of New York is a proper venue under the statute. B. Transfer to the Southern District of New York Would Promote Justice and Convenience. After determining that a movant has successfully established personal jurisdiction and venue in the transferee forum, a court must then determine "whether the balance of justice and convenience favors transfer." First Fin. Bank, 2009 U.S. Dist. LEXIS 37885, at *5. As part of this process, courts consider the following relevant factors: "(1) the convenience of the witnesses; (2) the location of the relevant documents and the relative ease of access to sources of proof; (3) the convenience of the parties; (4) the locus of operative facts; (5) the availability of process to compel the attendance of unwilling witnesses; (6) the relative means of the parties; (7) a forum's familiarity with governing law; (8) the weight accorded to plaintiff's choice of forum; and (9) trial efficiency and the interests of justice, based on the totality of the circumstances." Id. at *6 (citing Manuel v. Convergys Corp., 430 F.3d 1132, 1135 n.1 (11th Cir. 2005)). An evaluation of these factors demonstrates that, on balance, the factors strongly militate in favor of transferring this matter from the Southern District of Alabama to the Southern District of New York. 1. The "Efficiency" and "Interest of Justice" Factors. The "efficiency" and "interest of justice" factors—which include the locus of operative facts, the forum's familiarity with governing law, the weight accorded to plaintiff's choice of forum, and trial efficiency and the interests of justice—clearly favor a transfer to the Southern District of New York. Almost all of the "operative facts" underlying Plaintiff's Amended Complaint occurred outside of Alabama, namely: (i) the negotiation of the Agreement, conducted exclusively between Rudinplay's agents in New York and Ms. Lee's representatives 16197115.3 227691-10003 20 4 in New York and London; (ii) the drafting of the Play's script, which took place primarily in Los Angeles, California; and (iii) the development, production, rehearsal, and performance of the Play itself, which has and will take place almost entirely in New York. To the extent there is a locus for the operative facts of this case, it undoubtedly lies in New York. Plaintiff cannot seriously dispute that the core events underlying her Amended Complaint occurred in and emanated from New York and involve primarily New York entities or persons. At minimum, she cannot claim that Alabama is the locus of these facts. Moreover, although a plaintiff's choice of forum is normally accorded deference, "[w]here none of the conduct complained of took place in the forum selected by Plaintiff, the Plaintiff's choice of forum is of minimal value in determining whether to transfer an action." Johnston v. Foster-Wheeler Constructors, 158 F.R.D. 496, 505 (M.D. Ala. 1994); see Lasalle, 274 F. Supp. at 1302; Patel v. Howard Johnson Franchise Sys., 928 F. Supp. 1099, 1101 (M.D. Ala. 1996). It is certainly the case that none, or virtually none, "of the conduct complained of" took place in Alabama. Plaintiff's choice of forum is therefore accorded far less weight. The remaining factors—the forum's familiarity with governing law and the interests of justice—also weigh in favor of transfer. As explained supra at 14, the Agreement contains a choice-of-law provision in which the parties agreed that New York law would govern. Because a New York district court "would be more familiar with the governing law," the Southern District of New York is a far more efficient and appropriate venue for this case to be heard than a court in Alabama. Brigman v. Great Am. Opportunities, Inc., No. 11-00470-KD-B, 2012 U.S. Dist. LEXIS 9882, at *1 (S.D. Ala. Jan. 5, 2012); see Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 509 (1947) ("There is an appropriateness, too, in having the trial of a diversity case in a forum 16197115.3 227691-10003 21 4 that is at home with the state law that must govern the case, rather than having a court in some other forum untangle problems in conflict of laws, and in law foreign to itself."). Finally, transfer would further the interests of justice because this Court cannot exercise personal jurisdiction over Rudinplay. See supra at 8-18. The absence of personal jurisdiction in Alabama once again dictates in favor of transfer to the Southern District of New York. 2. The "Convenience" Factors. The convenience-based factors—i.e., the convenience of the witnesses, the location of the relevant documents and the relative ease of access to sources of proof, the convenience of the parties, the availability of process to compel the attendance of unwilling witnesses, and the relative means of the parties—also weigh in favor of a transfer. "The convenience of witnesses is an important factor to consider." Holmes v. Freightliner, 237 F. Supp. 2d 690, 694 (M.D. Ala. 2002); see Lasalle, 274 F. Supp. at 1302. Here, the vast majority of relevant witnesses are in New York, including Mr. Rudin, Mr. O'Donnell (Ms. Lee's former attorney, who negotiated the Agreement), and Mr. Sorkin (who resides in both Los Angeles and New York).6 While Plaintiff resides in Alabama, Plaintiff played no role in negotiating the Agreement and cannot offer any relevant testimony concerning the interpretation of the contractual provisions at issue. Given the distribution of the key parties and witnesses, on balance, the Southern District of New York is a much more convenient and cost-effective forum to gather these individuals than Alabama. As for the location of relevant documents and the relative ease of access to sources of proof, there are few documents at issue in this case, and even fewer that would not already be in the possession of both the parties. Moreover, "[c]onsidering the relative ease of transporting and exchanging documents in today's world," this factor carries little weight in the transfer calculus. 6 Mr. Nurnberg, Ms. Lee's literary agent who was involved in negotiating the Agreement, is in London. 16197115.3 227691-10003 22 4 Wamstad v. Haley Constr., Inc., No. 09-0209-KD-B, 2009 U.S. Dist. LEXIS 55053, at *8-9 (S.D. Ala. June 29, 2009). The remaining factors—the convenience of the parties, the availability of process to compel the attendance of unwilling witnesses, and the relative means of the parties—do not militate in favor of either party and do not alter the ultimate balance in favor of transfer. CONCLUSION Defendant respectfully requests that Plaintiff's Amended Complaint be dismissed for lack of personal jurisdiction pursuant to Rule 12(b)(2) or, in the alternative, be transferred to the Southern District of New York pursuant to 28 U.S.C. § 1404, on the grounds that New York is a more convenient and appropriate forum and such transfer is in the interest of justice. Respectfully Submitted, Dated: April 9, 2018 /s/ Harlan I. Prater, IV One of the Attorneys for Rudinplay, Inc. OF COUNSEL: PRO HAC VICE PENDING: Harlan I. Prater, IV Jonathan Zavin hprater@lightfootlaw.com jzavin@loeb.com John G. Thompson, Jr. Jonathan Neil Strauss jthompson@lightfootlaw.com jstrauss@loeb.com Jeffrey P. Doss Sarah Schacter jdoss@lightfootlaw.com sschacter@loeb.com LIGHTFOOT, FRANKLIN & WHITE LLC Sara Slavin The Clark Building sslavin@loeb.com 400 N. 20th St. LOEB & LOEB LLP Birmingham, AL 35203 345 Park Avenue Telephone: (205) 581-0700 New York, New York 10154-1895 Facsimile: (205) 581-0799 Telephone: (212) 407-4000 16197115.3 227691-10003 23 4 CERTIFICATE OF SERVICE I certify that on this 9th day of April, 2018, a true and correct copy of the foregoing DEFENDANT RUDINPLAY, INC.'S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION OR, IN THE ALTERNATIVE, TO TRANSFER VENUE was served on the following counsel of record by the electronic notification system of CM/ECF: Matthew H. Lembke Jeffrey M. Anderson Ellen Presley Proctor Bradley Arant Boult Cummings LLC 1819 Firth Avenue North Birmingham, AL 35203-2119 Telephone: (205) 521-8000 Facsimile: (205) 521-8800 /s/ Harlan I. Prater, IV OF COUNSEL 16197115.3 227691-10003 24

MOTION for Sarah Schacter to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207755, Online Credit Card Payment.) by Rudinplay, Inc.

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION TONJA B. CARTER, in her capacity as } Personal Representative of THE ESTATE } OF NELLE HARPER LEE, } } PLAINTIFF, } } vs. } Case No. 1:18-CV-117-WS-B } RUDINPLAY, INC., } } DEFENDANT. } MOTION FOR ADMISSION PRO HAC VICE Movant Sarah Schacter respectfully requests that this Court enter an Order admitting her pro hac vice as counsel in this case for Defendant Rudinplay, Inc. The Movant states the following: 1. Sarah Schacter is an attorney of the law firm of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, 10154. Her telephone number is (212) 407-4154, and her facsimile number is (646) 417-7939. Her email address is sschacter@loeb.com. 2. Ms. Schacter is a member in good standing of the bar for the U.S. District Court for the Southern District of New York, the District in which she regularly practices law. She has never resigned, been reprimanded, been suspended, been placed on inactive status, or been disbarred from the practice of law, and there are no grievances pending against her. A copy of the Certificate of Good Standing for Ms. Schacter is attached as Exhibit A, and a copy of her Application for Admission to Practice is attached as Exhibit B. 3. Ms. Schacter is familiar with the Local Rules of the Southern District of Alabama, the Alabama State Bar Code of Professional Courtesy and the Lawyer's Creed, and the Southern District of Alabama CM/ECF requirements. 4. As required by Local Rule 83.1(b), payment of $50.00 will be made or submitted on this date to the Clerk of Court for the processing of this Motion. Accordingly, the Movant respectfully requests that this Motion be granted and that an Order be entered admitting Sarah Schacter as counsel pro hac vice for Defendant Rudinplay, Inc. Respectfully Submitted, Dated: April 9, 2018 /s/ Sarah Schacter One of the Attorneys for Rudinplay, Inc. OF COUNSEL: PRO HAC VICE PENDING: Harlan I. Prater, IV Jonathan Zavin hprater@lightfootlaw.com jzavin@loeb.com John G. Thompson, Jr. Jonathan Neil Strauss jthompson@lightfootlaw.com jstrauss@loeb.com Jeffrey P. Doss Sarah Schacter jdoss@lightfootlaw.com sschacter@loeb.com LIGHTFOOT, FRANKLIN & WHITE LLC Sara Slavin The Clark Building sslavin@loeb.com 400 N. 20th St. LOEB & LOEB LLP Birmingham, AL 35203 345 Park Avenue Telephone: (205) 581-0700 New York, New York 10154-1895 Facsimile: (205) 581-0799 Telephone: (212) 407-4000 2 CERTIFICATE OF SERVICE I certify that on this 9th day of April, 2018, a true and correct copy of the foregoing MOTION FOR ADMISSION PRO HAC VICE was served on the following counsel of record by the electronic notification system of CM/ECF: Matthew H. Lembke Reggie Copeland, Jr. Jeffrey M. Anderson The Gardner Firm Ellen Presley Proctor 210 South Washington Avenue Bradley Arant Boult Cummings LLC Mobile, Alabama 36602 1819 Firth Avenue North Telephone: (251) 433-8100 Birmingham, AL 35203-2119 Facsimile: (251) 433-8181 Telephone: (205) 521-8000 Facsimile: (205) 521-8800 /s/ Sarah Schacter OF COUNSEL 3

ORDER granting in part denying in part the {{13}} Motion to Dismiss for Lack of Jurisdiction or, in the Alternative, to Transfer Venue. This action is transferred to the Southern District of New York. The {{29}} Motion to Strike is moot. Signed by District Judge William H. Steele on 5/7/2018.

9 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION TONJA B. CARTER, in her capacity as) Personal Representative of the) ESTATE OF NELLE HARPER LEE,)) Plaintiff,)) v.) CIVIL ACTION 18-0117-WS-B) RUDINPLAY, INC.,)) Defendant.) ORDER This matter comes before the Court on defendant's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue (doc. 13). The Motion has been extensively briefed, and is now ripe for disposition.1 Also pending is Plaintiff's Motion to Strike (doc. 29).2 1 Defendant's Reply (doc. 34) utilizes various formatting techniques (i.e., compressed line spacing, placement of text in lengthy footnotes, use of a separate cover page for the style of the case) to skirt the 15-page limit imposed by Civil L.R. 7(e). (Compare doc. 34 with docs. 13 & 32.) Although the Court in its discretion will accept the non-conforming Reply, a far preferable approach would have been for defendant simply to request leave to exceed the page limitation. 2 The Court recognizes, of course, that plaintiff recently filed an Emergency Motion to Enjoin Defendant Rudinplay, Inc. from further Prosecuting Second-Filed Action (doc. 30). Notwithstanding the "emergency" label on that Motion, the undersigned must first resolve the personal jurisdiction defense. If personal jurisdiction over Rudinplay were lacking, then this Court would not have authority to enjoin that defendant from doing anything. See generally Madara v. Hall, 916 F.2d 1510, 1514 n.1 (11th Cir. 1990) ("As a general rule, when the court is confronted by a motion raising a combination of Rule 12(b) defenses, it will pass on the jurisdictional issues before considering whether a claim was stated by the complaint.") (citation omitted); Matthews v. Brookstone Stores, Inc., 469 F. Supp.2d 1056, 1061 n.2 (S.D. Ala. 2007) ("The personal jurisdiction issue must be tackled first because this Court cannot rule on D & M's other arguments if personal jurisdiction is lacking."). That said, the Court has reviewed the briefing on the Emergency Motion (docs. 30, 32, 34) insofar as it bears on the personal jurisdiction and transfer issues addressed herein. 9 I. Background. On March 13, 2018, plaintiff, Tonja B. Carter, in her capacity as Personal Representative of the Estate of Nelle Harper Lee, filed a Complaint (doc. 1) seeking declaratory judgment against defendant, Rudinplay, Inc. Carter filed an Amended Complaint (doc. 12) as of right on April 6, 2018. Well-pleaded allegations of the Amended Complaint reflect that Nelle Harper Lee, author of the well-known novel To Kill a Mockingbird (the "Novel"), was a citizen of Monroe County, Alabama, at all relevant times until her death on February 19, 2016, and that Carter is a citizen of Monroe County, Alabama. (Doc. 12, ¶¶ 1-2.) The Amended Complaint identifies Rudinplay as a New York-based theater production company whose principal is Scott Rudin. (Id., ¶ 3.) The Amended Complaint relates to a contract (the "Agreement") entered into between Lee and Rudinplay on June 29, 2015. (Id., ¶ 9.) By the terms of the Agreement, Rudinplay agreed to pay Lee the sum of $100,000 in exchange for the right to adapt the Novel into a stage play (the "Play"). (Id., ¶ 13.) The parties' dispute centers on Paragraph 12 of the Agreement, which provides in relevant part that "the Play shall not derogate or depart in any manner from the spirit of the Novel nor alter its characters." (Doc. 12, Exh. A, ¶ 12.) Carter, as Personal Representative of Lee's Estate, seeks a declaratory judgment that the Play developed and produced by Rudinplay violates Paragraph 12 in three specific respects, to-wit: its depiction of the legal proceedings against Tom Robinson and its alteration of the characters Atticus Finch and Jem Finch. (Doc. 12, at 13-14.) The core of the parties' dispute is whether the Play violates Paragraph 12 and, if so, whether Carter is entitled to any legal or equitable remedy under the Agreement. Carter seeks a declaratory judgment from this Court that the Play violates Paragraph 12 in the specified respects, while Rudinplay denies that any such violation exists or that the Agreement authorizes the relief sought. For purposes of the pending Motion to Dismiss, other relevant aspects of the Agreement provide as follows: (i) a condition precedent to Lee's approval of the playwright was that such playwright must agree to certain requirements and restrictions on the Play's performances in Alabama, including "an annual performance of the Play in Monroeville, AL" and "a restriction against any license for performance of the Play within sixty (60) miles of the city limits of Monroeville, AL" (doc. 12, Exh. A, ¶ 2(a)); (ii) the Play was initially to be staged "on Broadway or in the West End of London" (id., ¶ 4); (iii) Lee was to be paid certain royalties on an ongoing -2- 9 basis for each production of the Play presented by or under license from Rudinplay (id., ¶ 5), as well as a share of the proceeds of any sale or other disposition of subsidiary rights in the Play (id., ¶ 6), and a share of net profits from the initial production (id., ¶ 7); (iv) Lee was granted the right to prior, written approval of the playwright, the right to review the script of the Play, and the right to make comments (id., ¶ 12); and (v) if Lee had concerns with the script, then Rudinplay was to be given prompt notice and an opportunity to discuss resolution of same (id.). Rudinplay has now filed a Motion to Dismiss pursuant to Rule 12(b)(2), Fed.R.Civ.P., or alternatively, to transfer this action to the U.S. District Court for the Southern District of New York pursuant to 28 U.S.C. § 1404(a). In support of this Motion, Rudinplay submits evidence of the following facts: (i) Rudinplay is a New York-based company with its principal place of business in New York; (ii) neither Rudinplay nor its principal, Scott Rudin, has any relationship to or maintains any ongoing contacts with Alabama; (iii) Rudinplay did not negotiate the Agreement directly with Lee in Alabama, but instead dealt with her New York-based attorney and Andrew Nurnberg, her London-based literary agent; (iv) the Agreement was addressed to Lee in care of Nurnberg in the United Kingdom; (v) Rudinplay and its agents did not negotiate with anyone in Alabama; (vi) Rudinplay paid the requisite $100,000 to Lee under the Agreement by mailing a check to Nurnberg in London, England; (vii) Rudinplay sent the draft script to Nurnberg in London; (viii) Rudinplay communicated with Nurnberg in London about the script and the Play in September 2017, and met with Nurnberg and plaintiff, Carter, in New York in February 2018 to discuss the script; and (ix) the Play is currently set to premiere in New York on December 13, 2018, and is being developed, rehearsed and produced entirely in New York. (Doc. 13, at 6-8.) According to defendant, "the only contact between Rudinplay and Alabama" was a single brief telephone call between Rudinplay and Carter on September 25, 2017. (Id. at 2-3.) On that basis, Rudinplay seeks dismissal of this action for lack of personal jurisdiction or, alternatively, transfer to the Southern District of New York. II. Analysis. A. Personal Jurisdiction and Rudinplay. "A plaintiff seeking the exercise of personal jurisdiction over a nonresident defendant bears the initial burden of alleging in the complaint sufficient facts to make out a prima facie case of jurisdiction." United Technologies Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009); see also Louis Vuitton Malletier, S.A. v. Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013) (similar). -3- 9 "A prima facie case is established if the plaintiff presents affidavits or deposition testimony sufficient to defeat a motion for judgment as a matter of law." PVC Windoors, Inc. v. Babbitbay Beach Const., N.V., 598 F.3d 802, 810 (11th Cir. 2010). "It goes without saying that, where the defendant challenges the court's exercise of jurisdiction over its person, the plaintiff bears the ultimate burden of establishing that personal jurisdiction is present." Oldfield v. Pueblo De Bahia Lora, S.A., 558 F.3d 1210, 1217 (11th Cir. 2009) (citation omitted). "Where the plaintiff's complaint and supporting evidence conflict with the defendant's affidavits, the court must construe all reasonable inferences in favor of the plaintiff." Diamond Crystal Brands, Inc. v. Food Movers Int'l, Inc., 593 F.3d 1249, 1257 (11th Cir. 2010) (citation omitted). 1. Jurisdictional Facts. Carter has submitted both factual allegations in her Amended Complaint and affidavits and other exhibits in an effort to meet her burden of establishing this Court's personal jurisdiction over Rudinplay. The jurisdictional facts shown by Carter (construing all reasonable inferences and resolving all evidentiary conflicts in her favor) include the following: On October 14, 2013, defendant's agent David Rogers contacted Carter, who was Lee's attorney and co- literary agent, at Carter's office in Monroeville, Alabama via both voicemail and e-mail. (Carter Decl. (doc. 28, Exh. 5), at ¶¶ 3, 4, 7 & Exh. B.) In those communications, Rogers identified himself as Scott Rudin's director of development, and wrote, "We are curious to know who controls dramatic rights for TO KILL A MOCKINGBIRD, and with whom we might have a conversation about major stage adaptations." (Id. at ¶ 7 & Exh. B.)3 The October 14 e-mail specified that Rogers had also left Carter "a voicemail at Barnett, Bugg, Lee & Carter," a Monroeville, Alabama law firm. (Id. at ¶¶ 2, 7 & Exh. B.) On October 16, 2013, Rogers sent another e-mail to Carter in Monroeville, Alabama, stating that he "wanted to follow up" and that "[w]e are eager as ever to hear from you." (Id. at ¶ 8 & Exh. C.) An exchange of multiple e- 3 In its Reply, defendant attempts to distance itself from Rogers, repeatedly characterizing him as a "former employee of Rudinplay." (Doc. 34, at 2, 5.) Any suggestion that Rogers' communications with Carter are not attributable to Rudinplay for jurisdictional purposes is undermined both by Rudin's admission that he "had instructed Mr. Rogers to find out who controlled the stage rights to the Novel" (doc. 34-1, ¶ 2), and by Rogers' statement in the e- mail communications to Carter identifying himself as "Scott Rudin's director of development" (Carter Decl., at Exh. B). In light of these undisputed facts, the Court readily concludes that Rogers' contacts with Alabama on Rudinplay's behalf (and at Rudinplay's express direction) "count" for purposes of a personal jurisdiction analysis as to Rudinplay. -4- 9 mails between Carter and Rogers followed, with Carter identifying the current dramatic rights holders, and Rogers inquiring, "What if we were interested in commissioning a new adaptation, would that conversation begin with you?" (Id. at ¶ 9 & Exh. D.) In response to Rogers' question, Carter answered affirmatively, then put Rogers in touch with Carter's "co-agent Andrew Nur[n]berg." (Id. at ¶ 9 & Exh. F.) Those overtures by and communications between Rudinplay's agent and Carter in Alabama jumpstarted the dialogue that culminated in the Agreement between Lee and Rudinplay. (Id. at ¶ 10.)4 The Agreement was signed by Lee in Monroeville, Alabama. (Id. at ¶ 13.) Plaintiff's evidence also shows a series of interactions between Rudinplay's principal, Scott Rudin, and Carter after dissemination of a draft script. On September 25, 2017, Rudin contacted Carter telephonically in Monroeville, Alabama, to discuss her initial reaction to the script. During the ensuing 30-minute conversation, Carter expressed reservations to Rudin that the script altered certain characters (including Atticus Finch) and was not consistent with 1930s small-town Alabama. (Id. at ¶ 17.)5 Rudin reassured Carter that he would address those concerns to make sure the Estate would be satisfied with the final product. (Id.) Months later, on February 16, 2018, Carter participated in an in-person meeting with Rudin in New York to air her concerns about the latest version of the script, particularly those pertaining to alleged alteration of characters (Atticus Finch and Jem Finch), alteration of the story as to the legal proceedings against Tom Robinson, and failure to depict fairly 1930s small-town Alabama. (Id. at ¶ 19.) Rudin was not receptive to Carter's critique. (Id.) Discussions between Carter and Rudinplay escalated in the form of an exchange of letters in early March 2018. (Id. at ¶¶ 20-21.) In particular, on March 5, 2018, Carter sent a lengthy letter to Rudinplay in New York from her 4 Plaintiff's evidence is that, during the course of those negotiations, Rudinplay president Scott Rudin "offered on more than one occasion to arrange a press event in Monroeville[, Alabama] to announce that the Play would be presented in Monroeville." (Nurnberg Decl. (doc. 28, Exh. 6), ¶ 6.) Of course, no such press event has taken place to date. 5 In its Reply, Rudinplay takes issue with plaintiff's characterization of the September 25 telephone call. Specifically, Rudinplay submits a declaration from Rudin stating, "The conversation was a very short one, lasting only about five minutes, and Ms. Carter made only a few minor, non-substantive comments." (Doc. 34-1, ¶ 14.) As noted supra, the Court must construe all reasonable inferences in favor of the plaintiff on Rule 12(b)(2) review; therefore, for purposes of this Order, the Rudin Declaration cannot and will not be credited as to the nature and duration of the September 25 conversation. -5- 9 office in Alabama chronicling her dissatisfactions with the script and her contention that it violated Paragraph 12 of the Agreement in numerous ways. (Id. at ¶ 20.) On March 9, 2018, Rudinplay's New York counsel sent a letter to Carter's Monroeville, Alabama address responding to her expressions of concern, indicating that Rudinplay "wants to work with the Estate of Harper Lee, as appropriate, regarding this project," emphasizing that it was "no longer possible" to make extensive changes to the script, and proposing another in-person meeting in New York because Rudin's schedule precluded him from travelling to Monroeville. (Id. at ¶ 21 & Exh. G.) Four days later, Carter filed her Complaint in this District Court seeking a declaratory judgment that the Play violates Paragraph 12 of the Agreement. 2. Minimum Contacts and Due Process. It is well settled that "Alabama's long-arm statute permits the exercise of personal jurisdiction to the fullest extent constitutionally permissible." Sloss Industries Corp. v. Eurisol, 488 F.3d 922, 925 (11th Cir. 2007). Therefore, the critical question for purposes of the pending Rule 12(b)(2) Motion is whether the exercise of personal jurisdiction over Rudinplay here would comport with due process guarantees. Carter's position is that due process permits the exercise of personal jurisdiction over Rudinplay on a specific jurisdiction theory. "Specific jurisdiction refers to jurisdiction over causes of action rising from or related to a defendant's actions within the forum." PVC Windoors, 598 F.3d at 808 (citation and internal quotation marks omitted). Specific jurisdiction is appropriate if "the defendant's suit-related conduct … create[s] a substantial connection with the forum State." Walden v. Fiore, 134 S.Ct. 1115, 1121, 188 L.Ed.2d 12 (2014). "In specific personal jurisdiction cases, we apply the three-part due process test, which examines: (1) whether the plaintiff's claims 'arise out of or relate to' at least one of the defendant's contacts with the forum; (2) whether the nonresident defendant 'purposefully availed' himself of the privilege of conducting activities within the forum state, thus invoking the benefit of the forum state's laws; and (3) whether the exercise of personal jurisdiction comports with 'traditional notions of fair play and substantial justice.'" Luis Vuitton, 736 F.3d at 1355 (citations omitted). Carter bears the burden of establishing each of the first two prongs, after which Rudinplay must make a "compelling case" that exercising jurisdiction would violate traditional notions of fair play and substantial justice. Id. As noted, the first prong of the specific jurisdiction analysis examines whether the plaintiff's claims arise out of or relate to the defendant's forum contacts. See Louis Vuitton, 736 -6- 9 F.3d at 1355 ("A fundamental element of the specific jurisdiction calculus is that plaintiff's claim must arise out of or relate to at least one of the defendant's contacts with the forum.") (citation and internal marks omitted). This inquiry "must focus on the direct causal relationship between the defendant, the forum, and the litigation." Id. at 1355-56 (citations omitted). It cannot reasonably be disputed that Carter's claims arise out of Rudinplay's contacts with Alabama. After all, those Alabama contacts include Rudinplay reaching out to Harper Lee's attorney in Alabama about adapting the Novel into a play, entering into an agreement with Lee about such a stage adaptation, and having communications with the Estate's attorney (Carter) in Alabama concerning the implementation of that agreement. The claims presented by Carter against Rudinplay in the Amended Complaint plainly satisfy the "arising out of" or relatedness prong, and the requisite relationship among Rudinplay, Alabama, and Carter's Amended Complaint is easily demonstrated. Defendant does not argue otherwise. The first prong is satisfied. At the heart of the parties' jurisdictional dispute is the second prong of the due process test for specific jurisdiction, which requires Carter to show that Rudinplay purposefully availed itself of the privilege of conducting activities in Alabama, thus invoking the benefit of Alabama's laws. The traditional test for purposeful availment, which applies here, focuses on whether the defendant has minimum contacts with the forum state. See, e.g., Luis Vuitton, 736 F.3d at 1357 (describing and applying "the traditional minimum contacts test for purposeful availment applicable in contract and tort cases alike"). This test looks to whether the nonresident defendant's contacts with the forum state "(1) are related to the plaintiff's cause of action; (2) involve some act by which the defendant purposefully availed himself of the privileges of doing business within the forum; and (3) are such that the defendant should reasonably anticipate being haled into court in the forum." Id. (citation omitted). "[W]hen inspecting a contractual relationship for minimum contacts, we follow a 'highly realistic approach' that focuses on the substance of the transaction: prior negotiations, contemplated future consequences, the terms of the contract, and the actual course of dealing." Diamond Crystal, 593 F.3d at 1268 (citation omitted).6 6 In applying the minimum contacts test, the undersigned is mindful of the Eleventh Circuit's admonition that "neither merely contracting with a forum resident nor the forum resident's unilateral acts can establish sufficient minimum contacts." Diamond Crystal, 593 F.3d (Continued) -7- 9 Utilizing the Eleventh Circuit's "highly realistic approach," the Court readily concludes that Rudinplay had sufficient minimum contacts with Alabama to satisfy the purposeful availment prong. A critical fact – conspicuously omitted from defendant's Rule 12(b)(2) Motion – is that Rudinplay initiated contact with Harper Lee's representatives in Alabama via a series of persistent communications (electronic and voice) in October 2013. Indeed, Rudinplay deliberately reached out to Lee's personal counsel in Alabama in a targeted manner for the purpose of soliciting a continuing business relationship with Lee in Alabama. That fact alone weighs heavily in favor of a finding of purposeful availment.7 As for contemplated future consequences of the contract, contrary to defendant's unsupported characterization, Rudinplay and Lee did not enter into "an isolated transaction for a one-time grant of rights." (Doc. 13, at 13, 15.) Rather, as reflected in both the terms of the Agreement and the parties' discussions relating to same, both sides anticipated an ongoing business relationship spanning a period of years relating to the adaptation of the Novel into a play, including, inter alia, (i) Lee designating Rudinplay as her sole and exclusive agent for a 12-month period to procure a playwright for such adaptation; (ii) Lee's right to approve or reject the playwright selected by Rudinplay; (iii) at 1268; see also DocRX, Inc. v. DOX Consulting, LLC, 738 F. Supp.2d 1234, 1247 (S.D. Ala. 2010) (similar). Rather, "[t]he focus must always be on the nonresident defendant's conduct, that is, whether the defendant deliberately engaged in significant activities within a state or created continuing obligations with residents of the forum." Diamond Crystal, 593 F.3d at 1268; see also Walden, 134 S.Ct. at 1122-23 (emphasizing that "it is the defendant's conduct that must form the necessary connection with the forum State that is the basis for its jurisdiction over him," but also recognizing that "a defendant's contacts with the forum State may be intertwined with his transactions or interactions with the plaintiff or other parties"). 7 See, e.g., Diamond Crystal, 593 F.3d at 1268-69 (plus factors favoring exercise of personal jurisdiction include "a defendant's initiating the contractual relationship"); Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 994 (11th Cir. 1986) ("A direct solicitation by a foreign defendant of the business of a forum resident has been held to be 'purposeful availment' in cases where … a continuing relationship … was contemplated.") (citations and footnote omitted); Paul Hastings, Janofsky & Walker, LLP v. City of Tulsa, OK, 245 F. Supp.2d 1248, 1257 (N.D. Ga. 2002) ("Various decisions have relied heavily on the initiation of contact in finding a defendant subject to specific jurisdiction …."); Allegiant Physicians Services, Inc. v. Sturdy Memorial Hosp., 926 F. Supp. 1106, 1114 (N.D. Ga. 1996) (opining that "great weight is placed upon who initiated the transaction" and that "courts in this Circuit have found jurisdiction proper where a non-resident reaches out and establishes contact with a [resident] plaintiff"). -8- 9 Rudinplay having a 24-month option to produce an initial first-class production of the Play on Broadway or in the West End of London; (iv) Rudinplay paying certain royalties and net profits to Lee; (v) Lee having the right to review and comment on the script; (vi) Lee being required to notify Rudinplay of concerns that the Play derogates or departs from the spirit of the Novel or alters its characters; (vii) Rudinplay being afforded an opportunity to discuss with Lee any resolution of such concerns; and (viii) the possibility that Rudinplay would arrange a press event in Monroeville, Alabama to announce a local professional presentation of the Play.8 Simply put, the Lee/Rudinplay business relationship was contemplated by the parties to be a far cry from the "one-shot operation" at issue in Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 994 (11th Cir. 1986), to which Rudinplay would liken this case. (See doc. 13, at 13.) This distinction is important because Supreme Court teachings confirm that "with respect to interstate contractual obligations, … parties who reach out beyond one state and create continuing relationships and obligations with citizens of another state are subject to regulation and sanctions in the other State for the consequences of their activities." Burger King v. Rudzewicz, 471 U.S. 462, 473, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (citations and internal quotation marks omitted). After all, "where individuals purposefully derive benefit from their interstate activities, … it may well be unfair to allow them to escape having to account in other States for consequences that arise proximately from such activities; the Due Process Clause may not readily be wielded as a territorial shield to avoid interstate obligations that have been voluntarily assumed." Id. at 474 (emphasis added and citation omitted). That principle is dispositive of Rudinplay's jurisdictional argument. Rudinplay reached out from New York, actively sought out and deliberately created a continuing business relationship – along with attendant continuing obligations – with Lee in Alabama for the purpose of deriving benefit. 8 Defendant correctly points out that the final item in this list was never formalized in the Agreement itself; however, that detail is of negligible jurisdictional significance. Again, plaintiff's evidence shows that Rudinplay repeatedly volunteered to provide such a service to Lee during contract negotiations. This evidence not only sheds light on the parties' contemplated future consequences of entering into the Agreement, but also shows Rudinplay's willingness and intention to perform actions in and to be physically present in Alabama in furtherance of its contemplated ongoing business relationship with Lee. An isolated, discrete, one-and-done transaction this was not. -9- 9 Having intentionally pursued and voluntarily assumed such obligations in Alabama, Rudinplay cannot utilize the Due Process Clause to evade litigation concerning those obligations here. This conclusion is reinforced by the parties' actual course of dealing. Although Rudinplay professes to have no connection to Alabama because it negotiated the Agreement through Lee's representatives in New York and England, Rudinplay well knew that it was forming a business relationship not with a lawyer in New York or a literary agent in London, but rather with an author in Alabama. Again, Rudinplay did not initially reach out to a business contact in England, but instead solicited Lee's personal attorney in her hometown of Monroeville, Alabama. When disagreements arose as to the substance of the script and its compliance or lack thereof with Paragraph 12, Rudinplay had a direct, substantive, 30-minute telephone conversation with Carter (as personal representative of Lee's Estate) in Alabama in September 2017. When the dispute escalated in March 2018, letters were exchanged between Rudinplay in New York and Carter in Alabama. The point is simple: through this course of dealing, Rudinplay was plainly aware that its purposeful acts vis a vis the Agreement and the interpretation/enforcement of same would have direct effects in Alabama, such that it should have reasonably anticipated being haled into court in this forum, thereby satisfying minimum contacts. See, e.g., Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253, 258 (11th Cir. 1996) (for purposeful availment inquiry, "the defendant's conduct and connection with the forum must be of a character that he should reasonably anticipate being haled into court there"); Madara v. Hall, 916 F.2d 1510, 1516-17 (11th Cir. 1990) (for "purposeful availment" analysis, "the kind of foreseeability critical to the proper exercise of personal jurisdiction is … that the defendant's own purposeful acts will have some effect in the forum"). In sum, the Court finds upon careful application of the Eleventh Circuit's "highly realistic approach," considering the substance of the transaction including prior negotiations, contemplated future consequences, contract terms, and actual course of dealing, that plaintiff has met her burden of showing purposeful availment. Plaintiff's evidence shows that Rudinplay deliberately reached out beyond New York and created continuing relationships and obligations with Harper Lee (and, later, her Estate) in Alabama pertaining to the stage adaptation of the Novel. Pursuant to those ongoing relationships, Rudinplay was designated as Lee's exclusive agent to procure a playwright, Lee had the right to approve or reject the playwright, the script was subject to review and comment by Lee (with notice to and discussion with Rudinplay to -10- 9 resolve any concerns), Rudinplay was to pay a stream of royalty and other payments to Lee, Rudinplay volunteered to put on a press event in Alabama for the Play, and when the relationship soured there were multiple direct communications between Rudinplay and Carter in Alabama. In light of these and other facts and circumstances, Rudinplay is properly subject to regulation and sanctions in Alabama to account for the proximate consequences of its activities. The exercise of jurisdiction over Rudinplay in this matter would not offend the Due Process Clause. Of course, a finding of purposeful availment does not conclude the due process inquiry. Carter having satisfied the first two prongs of the test, Rudinplay "must make a 'compelling case' that the exercise of jurisdiction would violate traditional notions of fair play and substantial justice." Diamond Crystal, 593 F.3d at 1267. The Eleventh Circuit has emphasized that "only in highly unusual cases" will this requirement be satisfied, and only where the defendant "demonstrate[s] that the assertion of jurisdiction in the forum will make litigation so gravely difficult and inconvenient that he unfairly is at a severe disadvantage in comparison to his opponent." Republic of Panama v. BCCI Holdings (Luxembourg) S.A., 119 F.3d 935, 948 (11th Cir. 1997) (citation and internal marks omitted). In its Motion and principal brief, defendant articulates no argument, much less a "compelling case," that exercise of jurisdiction over Rudinplay in Alabama would offend traditional notions of fair play and substantial justice. Rudinplay appears fully able to defend its interests in this forum without significant hardship or perceptible disadvantage; therefore, it has not met and cannot meet its burden on the third prong. For all of these reasons, the Court concludes that personal jurisdiction is properly exercised over defendant, Rudinplay, Inc., in this forum on a specific jurisdiction theory pursuant to Burger King v. Rudzewicz and its progeny. The Motion to Dismiss for Lack of Personal Jurisdiction is, therefore, denied. In order to adjudicate fully the Rule 12(b)(2) Motion, the Court need not reach Plaintiff's Motion to Strike Paragraphs 7, 8 and 9 of Declaration of Stefan Schick (doc. 29). The Motion to Strike is moot. B. Transfer Pursuant to 28 U.S.C. § 1404. 1. Governing Legal Principles. In the alternative, Rudinplay moves for transfer of venue to the U.S. District Court for the Southern District of New York on the grounds that it "is a more convenient forum." (Doc. 13, at 18.) The applicable statute provides that "[f]or the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division -11- 9 where it might have been brought." 28 U.S.C. § 1404(a). As a general proposition, district courts have broad discretion in deciding whether to transfer an action to a more convenient forum, with the movant bearing the burden of establishing that the proposed transferee forum is more convenient. See, e.g., Brown v. Connecticut General Life Ins. Co., 934 F.2d 1193, 1197 (11th Cir. 1991) ("The decision to transfer a case to another district is left to the sound discretion of the trial court."); SE Property Holdings, LLC v. Center, 2015 WL 4478154, *3 (S.D. Ala. July 21, 2015) ("[I]n the usual motion for transfer under section 1404(a), the burden is on the movant to establish that the suggested forum is more convenient.") (citation omitted); Prou v. Giarla, 62 F. Supp.3d 1365, 1382 (S.D. Fla. 2014) ("The court has the discretion to adjudicate motions for transfer according to an individualized, case-by-case consideration of convenience and fairness.") (citations and internal quotation marks omitted). "In the typical case …, a district court considering a § 1404(a) motion … must evaluate both the convenience of the parties and various public-interest considerations." Atlantic Marine Const. Co. v. U.S. Dist. Court for Western Dist. of Texas, 571 U.S. 49, 62, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013). The former category of factors includes "relative ease of access to sources of proof; availability of compulsory process for attendance of unwilling, and the cost of obtaining attendance of willing, witnesses; possibility of view of premises, if view would be appropriate to the action; and all other practical problems that make trial of a case easy, expeditious and inexpensive." Id. at 62 n.6 (citation omitted). The latter category encompasses considerations of "the administrative difficulties flowing from court congestion; the local interest in having localized controversies decided at home; [and] the interest in having the trial of a diversity case in a forum that is at home with the law." Id. "The Court must also give some weight to the plaintiffs' choice of forum." Id. 2. Private-Interest Factors. The private-interest factors weigh heavily in favor of transferring venue to the Southern District of New York.9 Access to sources of proof and convenience of witnesses are critically 9 Of course, an important threshold question to a § 1404(a) transfer is whether the proposed transferee court is one in which the civil action "might have been brought." 28 U.S.C. § 1404(a). "An action 'might have been brought' in a proposed transferee court if that court has jurisdiction over the subject matter of the action, if venue is proper there, and if the defendant is amenable to process issuing out of transferee court." Miot v. Kechijian, 830 F. Supp. 1460, 1465 (S.D. Fla. 1993) (citation omitted); see also Prou, 62 F. Supp.3d at 1382 ("An adequate (Continued) -12- 9 important considerations that favor transfer in this case. See, e.g., Montgomery v. Oberti, 945 F. Supp.2d 1367, 1375 (S.D. Fla. 2013) ("Perhaps the most important 'private interest' of the litigants is access to evidence.") (citation omitted). The Amended Complaint raises two key issues, to-wit: (i) whether the Play derogates or departs from the spirit of the Novel or alters its characters, so as to violate Paragraph 12 of the Agreement; and (ii) if so, what remedy might be available to the Estate under Paragraph 12 for such a violation.10 To the best of the Court's discernment, the overwhelming majority of witnesses and evidence pertaining to these issues may be found in the Southern District of New York, not the Southern District of Alabama. Determination of the proper construction and interpretation of Paragraph 12, as well as the parties' intentions concerning remedies, may be aided by (or even necessitate) testimony from those involved in negotiating the Agreement. None of those witnesses are located in Alabama, and most of them are in New York.11 alternative forum exists where jurisdiction is proper, venue is proper, and the parties are amenable to service of process in the transferee forum.") (citations and internal quotation marks omitted). Rudinplay has argued – and Carter has not disputed in her Opposition Brief (doc. 28, at 25-30) – that the Southern District of New York is an adequate alternative forum. By all appearances, that court would have subject matter jurisdiction over this case; venue would be proper there because "a substantial part of the events or omissions giving rise to the claim occurred" there, supporting venue under 28 U.S.C. § 1391(b)(2); and specific jurisdiction would exist over Carter in her capacity as personal representative of the Estate given (among other things) her communications with Rudinplay in New York, her travel to New York for a face-to- face meeting with Rudinplay about this dispute, and the parties' clearly stated intention that the Play may be staged on Broadway in New York. For all of these reasons, the Court readily finds that the Southern District of New York is a forum in which this civil action "might have been brought," rendering it an eligible transferee court under § 1404(a). 10 Plaintiff has embraced this characterization of the claims presented in the Amended Complaint. Indeed, Carter has written, "There are two distinct components to the declaratory relief sought by the Estate in this case. The first pertains to the dispute concerning the remedy available to the Estate under Paragraph 12 of the Contract. … As for the second component of the declaratory relief sought by the Estate – whether the Play, in fact, derogates or departs in any manner from the spirit of the Novel or alters its characters …." (Doc. 30, at 9-10.) 11 Indeed, the Agreement was negotiated between and among Scott Rudin (who lives in New York), Rudinplay's New York-based law firm Loeb & Loeb LLP, Lee's New York- based attorney Timothy O'Donnell, and Lee's London-based literary agent Andrew Nurnberg. (Rudin Decl. (doc. 13-1), ¶ 11; Schick Decl. (doc. 13-2), ¶ 4.) For her part, Carter does not allege that she participated directly in the Agreement's negotiations, but simply indicates that (Continued) -13- 9 Moreover, Rudinplay has persuasively suggested that adjudication of whether Paragraph 12 has been violated (i.e., whether the Play derogates or departs from the spirit of the Novel or alters its characters) cannot be made solely on the basis of a cold printed script, but may require the finder of fact to view a live presentation of the Play itself.12 The Play is being developed, rehearsed and produced entirely in New York, not in Alabama. (Rudin Decl. (doc. 13-1), ¶ 18.) Most of the Play's major cast members either reside or work in New York, not in Alabama. (Rudin Decl. II (doc. 34-1), ¶ 17.) To be clear, the Court makes no definitive ruling that Rudinplay is or is not entitled to stage a live presentation of the Play as part of the trial of this action. What the Court is saying, however, is that (i) the trial court may deem it beneficial, or even necessary, for the finder of fact to observe a live performance of the Play in order to resolve the question of whether Rudinplay has or has not violated Paragraph 12; and (ii) as a practical matter, that option will be available to the trial judge and parties only if venue is transferred to the Southern District of New York, inasmuch as it would be cost-prohibitive, massively Nurnberg "kept [her] informed about his discussions with Mr. Rudin." (Carter Decl. (doc. 28, Exh. 5), ¶ 11.) It thus appears that neither Carter nor anyone else in the State of Alabama is in a position to testify as to the proper meaning and interpretation of Paragraph 12, whereas multiple New York-based witnesses are. To be sure, the Estate identifies Carter as an important witness because she "has personal knowledge of facts relating to Ms. Lee's intent in this transaction" (doc. 28, at 28 n.28); however, plaintiff has proffered no such evidence. At any rate, it is far from obvious that either (i) Carter actually possesses personal knowledge of Harper Lee's intent so as to satisfy Rule 602, Fed.R.Evid., or (ii) even if she did, such testimony would be admissible under Rule 801, Fed.R.Evid. 12 Carter summarily rejects Rudinplay's contention, framing it as "untenable," "absurd" and "makes no sense" within the context of Lee's script-review rights under Paragraph 12. (Doc. 28, at 15 n.13.) The undersigned does not share plaintiff's sense of absolutism on this point. For example, Carter's Amended Complaint seeks a declaratory judgment that "[t]he Play alters the character of Atticus Finch and thereby violates Paragraph 12 of the Contract." (Doc. 12, at 14.) The "character of Atticus Finch" in the Play is comprised not solely of the lines of dialogue he speaks, as memorialized in a script, but also includes body language, demeanor, tone of voice, inflection, appearance, and numerous other facets that may only be discerned from viewing an actor's portrayal of that character in the Play. Paragraph 12 provides that "the Play shall not … alter [the Novel's] characters." Thus, what matters for Paragraph 12 is the Play, not just the script. It stands to reason that an evaluation of Rudinplay's compliance or lack thereof with Paragraph 12 may call for inquiry and evidentiary presentation beyond mere review of the script, and may benefit materially from actualization of that script in the form of a live performance of the Play. -14- 9 inconvenient, and in all likelihood logistically impossible to compel the entire stage production to relocate from New York to Alabama for trial. The point is straightforward: Carter's Amended Complaint raises two critical issues as to which she seeks a declaratory judgment. The first is whether the Play as contemplated by Rudinplay derogates or departs from the spirit of the Novel or alters its characters, so as to violate Paragraph 12 of the Agreement. The second is what Paragraph 12 actually means, and what remedies (if any) it confers upon the Estate in the event that Rudinplay's Play does derogate or depart from the Novel's spirit or alters its characters. As shown above, the bulk of the witnesses and evidence that will be necessary to answer those questions is found in New York, not in Alabama. Some of those potential witnesses and evidence are highly unlikely to be available in an Alabama forum at all. In light of these circumstances, the Court concludes that the relevant private-interest factors heavily favor a § 1404(a) transfer. 3. Public-Interest Factors. Turning now to the public-interest factors, courts have considered administrative difficulties flowing from court congestion, local interest in having localized controversies decided at home, and the interest in having the forum be comfortable with and conversant in the governing law. See, e.g., Carucel Investments, L.P. v. Novatel Wireless, Inc., 157 F. Supp.3d 1219, 1229 (S.D. Fla. 2016). These factors are either neutral or point modestly in favor of transferring this action to New York. Most notably, the Agreement provides that "[a]ll matters concerning this Agreement and its validity, performance or breach shall be governed by the law of the State of New York applicable to contracts made and performed entirely therein." (Doc. 12, Exh. A, ¶ 16.) Although Rudinplay has identified no particular quirks, quagmires or idiosyncrasies of New York law that might place this Court at a disadvantage relative to a New York court in adjudicating this matter, that factor marginally favors a transfer of venue. Also, the locus of the controversy is found in New York, not in Alabama. After all, the parties' dispute concerns an Agreement that was negotiated in New York, not in Alabama; and relates to a theatrical production of a Play that is intended to be staged in New York by a New York production company involving a New York-based cast. Thus, this controversy is more localized to New York than it is to Alabama, a fact which also favors transfer. On balance, the public- interest factors are not major considerations in the § 1404(a) calculus in this case. To the extent they do come into play, however, they point in the direction of granting the Motion to Transfer. -15- 9 4. Plaintiff's Choice of Forum. In the face of this evidence and argument relating to private-interest and public-interest factors, Carter relies heavily on the fact that she selected an Alabama forum, not a New York forum, for this dispute. Circuit law generally accords deference to a plaintiff's choice of forum. See, e.g., Bartronics, Inc. v. Power-One, Inc., 510 F. Supp.2d 634, 637 (S.D. Ala. 2007) ("a plaintiff's choice of forum should be honored so long as venue is proper there, unless substantial countervailing considerations militate to the contrary") (citations omitted).13 But that deference is attenuated in certain circumstances. For example, it is well-settled that a plaintiff's choice of forum is entitled to less deference in the § 1404(a) analysis where the locus of operative facts lies elsewhere. See, e.g., Johnston v. Foster-Wheeler Constructors, Inc., 158 F.R.D. 496, 505 (M.D. Ala. 1994) ("Where none of the conduct complained of took place in the forum selected by Plaintiff, the Plaintiff's choice of forum is of minimal value in determining whether to transfer an action.").14 As discussed supra, the Agreement was not negotiated in Alabama. When a dispute arose between the parties as to whether the Play complied with Paragraph 12, the parties conducted an in-person meeting in New York. The Play is being developed in New York for a New York production. All of these operative facts occurred in places other than Alabama; therefore, the deference due Carter's choice of forum is diminished.15 13 See also Carucel, 157 F. Supp.3d at 1225 ("Traditionally, a plaintiff's choice of forum is accorded considerable deference.") (citations omitted); Weintraub v. Advanced Correctional Healthcare, Inc., 161 F. Supp.3d 1272, 1284 (N.D. Ga. 2015) ("In the absence of a clear difference in convenience, the plaintiff's choice of forum is determinative.") (citations omitted). 14 See also GoITV, Inc. v. Fox Sports Latin America Ltd., 277 F. Supp.3d 1301, 1322 (S.D. Fla. 2017) ("the deference usually afforded to the plaintiff's choice of forum is diminished where the locus of operative facts lies elsewhere"); Carucel, 157 F. Supp.3d at 1225 ("However, where the operative facts underlying the cause of action did not occur within the forum chosen by the Plaintiff, the choice of forum is entitled to less consideration.") (citations omitted); Liberty Nat'l Life Ins. Co. v. Suntrust Bank, 2012 WL 3849615, *11 (N.D. Ala. Sept. 5, 2012) ("[T]he locus of operative facts underlying Liberty National's claims occurred in Florida, not Alabama. … Therefore, Liberty National's choice of forum – the Northern District of Alabama – is entitled to minimal deference."). 15 In contesting this conclusion, Carter identifies five facts that she says occurred in Alabama. (Doc. 28, at 29.) The trouble with plaintiff's argument is threefold. First, the applicable legal standard does not state that the deference given a plaintiff's selected forum is reduced only where all facts occurred somewhere else. Second, certain of the "operative facts" (Continued) -16- 9 Additionally, the equities of the situation do not warrant strict adherence to Carter's selection of an Alabama forum. In March 2018, the parties commenced a short-lived dialogue about Carter's concerns with the latest draft script for the Play. On March 9, 2018, Rudinplay sent Carter a letter (responding to Carter's letter of March 5, 2018) emphasizing that Rudinplay "want[s] to work with the Estate of Harper Lee, as appropriate, regarding this project," and that Rudinplay's principal "would be very happy to get together with you" to attempt to work through Carter's concerns. (Carter Decl., Exh. G, at 1.) The March 9 letter concluded that Rudinplay "would like to consult with you to discuss with you your concerns, and to see if it is possible to resolve at least some of them." (Id. at 3.) These sentiments aligned neatly with Paragraph 12 of the Agreement's requirement that if Lee believed the Play derogated or departed from the Novel's spirit, or altered its characters, then Rudinplay "will be afforded an opportunity to discuss with [Lee] resolutions of any such concerns." Yet Carter spurned this good-faith invitation to meet and discuss her concerns with Rudinplay, as well as her consultation obligation under Paragraph 12 of the Agreement. Instead, she rushed to court and precipitously filed the instant Complaint just four days later, on March 13, 2018, in what certainly appears to be an attempt to shirk contractual duties and beat Rudinplay to the punch. (See doc. 1.)16 The recited by Carter (i.e., the initial contact made by Rudinplay's representative to Carter in 2013, Carter's review of the early draft script in Alabama in September 2017) are not of central importance to resolving the issues joined in this litigation, but are more in the nature of background. Third, certain other "operative facts" recited by Carter (i.e., Lee's execution of the Agreement in Alabama, Carter's participation in a telephone call in Alabama, Carter's receipt of a letter in Alabama) are facts that took place equally in New York (i.e., Rudinplay's execution of the Agreement in New York, Rudin's participation in that telephone call in New York, Rudinplay's transmission of a letter to Carter from New York). Thus, notwithstanding Carter's recitation of a few discrete facts that she says took place in Alabama, the conclusion remains intact that the locus of operative facts occurred elsewhere. 16 In subsequent filings in this matter, Carter has endeavored to justify her course of conduct in this regard by arguing that she filed suit because, upon receipt of the March 9 letter, "it was clear to the Estate that any further discussions on those fundamental issues would be futile – so there was no basis to pursue them." (Doc. 30, at 10.) However, the March 9 letter cannot fairly, reasonably be read as demonstrating an impasse or establishing that any further consultation between the parties under Paragraph 12 would be futile; to the contrary, the March 9 letter clearly, unambiguously evinces Rudinplay's desire and willingness to work with Carter to address her concerns. To be sure, Carter makes much of the letter's observations that "[t]here is a limited time to make extensive changes in the script" and that Carter "[h]aving waited so long (Continued) -17- 9 Court finds that this circumstance favors diminution of the deference afforded Carter's choice of forum, as a matter of equitable principles. In sum, the Court concludes that private-interest factors strongly favor transfer of this action to the Southern District of New York, and that public-interest factors are neutral or modestly favor such transfer. While plaintiff's choice of forum is entitled to consideration, it receives less deference here than it otherwise might because the locus of operative facts occurred outside of Alabama and because of equitable concerns regarding the timing and circumstances of Carter's filing of her Complaint in this forum. The Court has carefully considered all of these factors, duly recognizing that defendant bears the burden of establishing that the proposed transferee forum is more convenient than this one. Upon doing so, the Court exercises its discretion under 28 U.S.C. § 1404(a) to grant Rudinplay's Motion to Transfer, and to transfer this action to the Southern District of New York pursuant to 28 U.S.C. § 1404(a), for the convenience of the parties and witnesses, and in the interest of justice.17 to make comments, it is unreasonable to expect that extensive changes can be achieved" at this time. (Carter Decl., Exh. G, at 2-3.) Contrary to plaintiff's characterization, however, these statements do not rationally support a conclusion that "Rudinplay slammed the door on meaningful discussions" between the parties in the March 9 letter. (Doc. 30, at 11 n.4.) Under any fair reading, the March 9 letter expressed Rudinplay's interest in working to explore a reasonable compromise that both sides could live with. Carter's response of racing to court to file a preemptive suit may not have been "anticipatory" in the strictest sense, but it does constitute inequitable gamesmanship, given all the surrounding facts and circumstances, and warrants reduced deference to her choice of forum. See, e.g., Seeberger Enterprises, Inc. v. Mike Thompson Recreational Vehicles, Inc., 502 F. Supp.2d 531, 538 (W.D. Tex. 2007) (according less deference to plaintiffs' choice of forum where there were both legitimate and tactical motivations for plaintiffs filing first in their home district); Alert Enterprises, Inc. v. Johnson Controls, Inc., 2016 WL 8710798, *1 (N.D. Cal. Aug. 26, 2016) (granting motion to transfer where "it is not unreasonable to characterize Alert's lawsuit, while not in bad faith, as being somewhat anticipatory in nature"); see generally IBC Manufacturing Co. v. Berkshire Hathaway Specialty Ins. Co., 2016 WL 4522665, *4 (D. Or. Aug. 29, 2016) (explaining that "anticipatory suit exception" does not apply "simply because a party anticipates litigation and sues first to obtain its choice of forum," but instead applies only where a plaintiff who "lacked a preexisting motive for going to court" filed suit based on "specific, concrete indications" that the other side was about to file) (citation omitted). 17 One final clarification is appropriate. In reaching this determination, the undersigned is well aware that "a transfer that would only shift inconvenience from the defendant to the plaintiff does not outweigh the plaintiff's choice for Section 1404(a) purposes." S.E.C. v. Lauer, 478 Fed.Appx. 550, 554 (11th Cir. Apr. 19, 2012). This is not a case in which a (Continued) -18- 9 III. Conclusion. For all of the foregoing reasons, it is ordered as follows: 1. Defendant's Motion to Dismiss for Lack of Personal Jurisdiction or, in the Alternative, to Transfer Venue (doc. 13) is granted in part, and denied in part; 2. The Motion to Dismiss pursuant to Rule 12(b)(2), Fed.R.Civ.P., is denied based on the Court's finding that the exercise of personal jurisdiction over defendant in this forum is consistent with the Due Process Clause; 3. The Motion to Transfer Venue is granted pursuant to 28 U.S.C. § 1404(a), and this action is hereby transferred to the United States District Court for the Southern District of New York for the convenience of the parties and witnesses, and in the interest of justice; and 4. Plaintiff's Motion to Strike Declaration of Stefan Schick (doc. 29) is moot. DONE and ORDERED this 7th day of May, 2018. s/ WILLIAM H. STEELE UNITED STATES DISTRICT JUDGE § 1404(a) transfer would merely shift inconvenience from one side to the other. As discussed supra, other important considerations (including without limitation access to sources of proof, convenience of witnesses, practical/logistical problems with presenting potentially significant evidence in Alabama, the transferee forum's interest in the matter, and so on) demonstrate the interests of justice and convenience support a transfer in this case, particularly given the reduced deference to which Carter's choice of forum is entitled. -19-

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Description
1
03/13/2018
COMPLAINT against Rudinplay, Inc. (Filing fee $400 receipt number 1128-2194355, Online Credit Card Payment), filed by Tonja B. Carter.
1
Exhibit A
2
Exhibit B
3
Civil Cover Sheet) (Additional attachment(s) added on 3/13/2018: #
4
Civil Cover Sheet) (tgw
4 Attachments
2
03/13/2018
NOTICE of Filing Proposed Summons by Tonja B. Carter
3
03/13/2018
MOTION for leave to Seal Document by Tonja B. Carter.
1
Text of Proposed Order
1 Attachment
03/13/2018
MOTIONS REFERRED: 3 MOTION for leave to Seal Document & 4 Sealed Document to Judge Steele (Text entry; no document attached.)
5
03/13/2018
Summons Issued as to Rudinplay, Inc. Note to Counsel: The Summons have been issued. Please print copies necessary for service.
6
03/13/2018
Service Order entered 3/13/2018. Plaintiff to notify the Court the action taken to effect service and the results thereof. Service order deadline set to 4/27/2018. Signed by District Judge William H. Steele on 3/13/2018.
7
03/13/2018
Corporate Disclosure Statement filed by Plaintiff Tonja B. Carter.
8
03/14/2018
Document endorsed NOTED by District Judge William H. Steele: Corporate Disclosure Statement 7 filed by Tonja B. Carter.
9
03/14/2018
ORDER granting 3 Motion to Seal Document. The Clerk is directed to maintain Exhibit B (Doc. 4) UNDER SEAL. Signed by District Judge William H. Steele on 3/14/2018.
10
03/16/2018
NOTICE of Appearance by Reggie Copeland, Jr. on behalf of Tonja B. Carter Modified on 3/19/2018
11
03/20/2018
SUMMONS Returned Executed by Tonja B. Carter. Rudinplay, Inc. served on 3/17/2018, answer due 4/9/2018
12
04/06/2018
AMENDED COMPLAINT against Rudinplay, Inc., filed by Tonja B. Carter.
1
Exhibit A
2
Exhibit B
2 Attachments
13
04/09/2018
MOTION to Dismiss for Lack of Jurisdiction or, in the alternative, to Transfer by Rudinplay, Inc.
1
Exhibit Declaration of Scott Rudin
2
Exhibit Declaration of Stefan Schick
2 Attachments
14
04/09/2018
Corporate Disclosure Statement filed by Defendant Rudinplay, Inc.
15
04/09/2018
NOTICE of Appearance by Jeffrey Paul Doss on behalf of Rudinplay, Inc.
16
04/09/2018
NOTICE of Appearance by John Gordon Thompson, Jr on behalf of Rudinplay, Inc.
17
04/09/2018
MOTION for Jonathan Zavin to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207750, Online Credit Card Payment.) by Rudinplay, Inc.
1
Exhibit A - Certificate of Good Standing
2
Exhibit B - Application for Admission
2 Attachments
18
04/09/2018
MOTION for Jonathan Neil Strauss to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207753, Online Credit Card Payment.) by Rudinplay, Inc.
1
Errata A - Certificate of Good Standing
2
Exhibit B - Application for Admission
2 Attachments
19
04/09/2018
MOTION for Sara Slavin to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207754, Online Credit Card Payment.) by Rudinplay, Inc.
1
Exhibit A - Certificate of Good Standing
2
Exhibit B - Application for Admission
2 Attachments
20
04/09/2018
MOTION for Sarah Schacter to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207755, Online Credit Card Payment.) by Rudinplay, Inc.
1
Exhibit A - Certificate of Good Standing
2
Exhibit B - Application for Admission
2 Attachments
21
04/10/2018
Document endorsed NOTED by District Judge William H. Steele: Corporate Disclosure Statement 14 filed by Rudinplay, Inc.
04/10/2018
MOTIONS REFERRED: 13 MOTION to Dismiss for Lack of Jurisdiction or, in the alternative, to Transfer to Judge Steele (Text entry; no document attached.)
04/10/2018
MOTIONS REFERRED: 17 MOTION for Jonathan Zavin to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207750, Online Credit Card Payment.), 18 MOTION for Jonathan Neil Strauss to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207753, Online Credit Card Payment.), 19 MOTION for Sara Slavin to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207754, Online Credit Card Payment.) & 20 MOTION for Sarah Schacter to Appear Pro Hac Vice (Filing fee $ 50, Receipt number 1128-2207755, Online Credit Card Payment.) - Referred to Judge Sonja F. Bivins. (Text entry; no document attached.)
22
04/10/2018
Order re: 13 MOTION to Dismiss for Lack of Jurisdiction or, in the alternative, to Transfer. Responses due by 4/23/2018, Replies due by 4/30/2018. Signed by District Judge William H. Steele on 4/10/2018.
23
04/10/2018
Attorney Admission & ECF Registration Letter mailed to Jeffrey M. Anderson; Admission & Registration due within 7 days.
24
04/10/2018
ENDORSED ORDER granting [Doc. 17] Motion to Appear Pro Hac Vice filed by Jonathan Zavin. Signed by Magistrate Judge Sonja F. Bivins on 04/10/2018.
25
04/10/2018
ENDORSED ORDER granting [Doc. 18] Motion to Appear Pro Hac Vice filed by Jonathan Neil Strauss. Signed by Magistrate Judge Sonja F. Bivins on 04/10/2018.
26
04/10/2018
ENDORSED ORDER granting [Doc. 19] Motion to Appear Pro Hac Vice filed by Sara Slavin. Signed by Magistrate Judge Sonja F. Bivins on 04/10/2018.
27
04/10/2018
ENDORSED ORDER granting [Doc. 20] Motion to Appear Pro Hac Vice filed by Sarah Schacter. Signed by Magistrate Judge Sonja F. Bivins on 04/10/2018.
28
04/23/2018
RESPONSE in Opposition re 13 MOTION to Dismiss for Lack of Jurisdiction or, in the alternative, to Transfer filed by Tonja B. Carter.
1
Exhibit 1
2
Exhibit 2
3
Exhibit 3
4
Exhibit 4
5
Exhibit 5
6
Exhibit 6
7
Exhibit 7
8
Exhibit 8
8 Attachments
29
04/23/2018
MOTION to Strike and Objection to Paragraphs 7, 8, and 9 of the Declaration of Stefan Schick by Tonja B. Carter.
04/24/2018
REFERRAL OF 28 Response in Opposition to Motion, to Judge Steele. (Text entry; no document attached.)
04/24/2018
MOTIONS REFERRED: 29 MOTION to Strike and Objection to Paragraphs 7, 8, and 9 of the Declaration of Stefan Schick to Judge Steele (Text entry; no document attached.)
30
04/24/2018
Emergency MOTION Enjoin From Further Prosecuting Second-Filed Action by Tonja B. Carter.
1
Exhibit 1
2
Exhibit 2
3
Exhibit 3
3 Attachments
31
04/24/2018
Order re: 30 Emergency MOTION Enjoin From Further Prosecuting Second-Filed Action filed by Tonja B. Carter. Responses due by 4/27/2018, Replies due by 4/30/2018. Signed by District Judge William H. Steele on 4/24/2018.
04/24/2018
REFERRAL OF 28 Response in Opposition to Motion, to Judge Steele. (Text entry; no document attached.)
04/24/2018
MOTIONS REFERRED: 29 MOTION to Strike and Objection to Paragraphs 7, 8, and 9 of the Declaration of Stefan Schick to Judge Steele (Text entry; no document attached.)
32
04/27/2018
RESPONSE in Opposition re 30 Emergency MOTION Enjoin From Further Prosecuting Second-Filed Action filed by Rudinplay, Inc.
1
Exhibit A - Declaration of Scott Rudin
2
Exhibit B - Declaration of Scott Rudin
3
Exhibit C - Letter Agreement
4
Exhibit D - March 9, 2018 Letter
5
Exhibit E - Declaration of Jonathan Zavin
6
Exhibit F - Declaration of Jonathan Strauss
7
Exhibit G - Declaration of Sara Slavin
8
Exhibit H - SDNY Complaint (Part 1)
9
Exhibit H - SDNY Complaint (Part 2)
10
Exhibit H - SDNY Complaint (Part 3)
11
Exhibit I - Proposed Order to Show Cause
12
Exhibit J - Order to Show Cause
13
Exhibit K - Rudinplay's Memorandum of Law
14
Exhibit L - Motion for PHV Appearance
15
Exhibit M - Carter's Opposition to Expedited Discovery
15 Attachments
04/30/2018
REFERRAL OF 32 Response in Opposition to Motion to Judge Steele. (Text entry; no document attached.)
33
04/30/2018
REPLY to Response to Motion 30 to Enjoin From Further Prosecuting Second-Filed Action filed by Tonja B. Carter.
1
Exhibit 1
2
Exhibit 2
2 Attachments
34
04/30/2018
REPLY to Response to Motion 13 filed by Rudinplay, Inc.
1
Reply Declaration of Scott Rudin (with Exhibits A-C)
1 Attachment
35
04/30/2018
NOTICE by Rudinplay, Inc. of Action by the Southern District of New York
1
Exhibit A - Order Setting Trial
2
Exhibit B - Transcript of Hearing
3
Exhibit C - Scheduling Order
3 Attachments
05/01/2018
REFERRAL OF 33 Reply to Response to Motion, 34 Reply to Response to Motion, 35 Notice of Action by the Southern District of New York to Judge Steele. (Text entry; no document attached.)
36
05/07/2018
ORDER granting in part denying in part the 13 Motion to Dismiss for Lack of Jurisdiction or, in the Alternative, to Transfer Venue. This action is transferred to the Southern District of New York. The 29 Motion to Strike is moot. Signed by District Judge William H. Steele on 5/7/2018.
37
05/08/2018
***Case Transfer Confirmation. Case received and opened in Southern District of New York, Case Number 1:18-cv-04097.
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