United States District Court, E.D. Wisconsin
Stadtmueller U.S. District Judge
Traffic and Parking Control Co., Inc. (“TAPCO”),
filed an action against Defendant, Global Traffic
Technologies, LLC (“GTT”), in Milwaukee County
Circuit Court. In its original complaint, TAPCO alleged that
it was as a dealer for GTT's products. The complaint
arises from GTT's attempt to terminate the dealership
agreement, which TAPCO believes was a violation of both the
agreement and the Wisconsin Fair Dealership Law
(“WFDL”), Wis.Stat. § 135.01 et
seq. See (Docket #1-1).
removed the action to this Court pursuant to 28 U.S.C. §
1441 on the basis of the Court's diversity jurisdiction
under 28 U.S.C. § 1332(a)(1). (Docket #1). On January
31, 2017, TAPCO moved to remand the case to state court,
arguing that the amount in controversy did not cross the
statutory threshold set out in Section 1332. (Docket #5).
Shortly thereafter, on February 8, 2017, GTT filed a motion
to dismiss TAPCO's complaint, arguing that it had failed
to state a claim for violation of the WFDL or for breach of
contract. (Docket #7). Both motions are fully briefed and, for
the reasons stated below, they will be denied.
relevant facts are drawn from TAPCO's amended complaint,
which it filed on March 1, 2017. (Docket #13). The Court relies
upon the amended complaint, despite the fact that GTT's
motion was first directed at the original complaint, because
Count II, the count for which GTT seeks dismissal, was not
altered in the amended complaint. See (Docket #13,
#14, #20). Thus, the amendment has no effect on the
acts as a dealer for GTT's products, which include
traffic and parking control devices and services. The
arrangement permitted TAPCO to sell GTT's goods and use
GTT's trademarks and other intellectual property for
marketing. The companies' dealership agreement (the
“Agreement”) was dated April 8, 2010 and was
amended on January 31, 2016. TAPCO alleges that GTT drafted
the relevant portions of the Agreement.
reasons not explained in the complaint or the parties'
briefing, their relationship soured in late 2016. TAPCO
claims that GTT sent it an email on November 3, 2016,
announcing that the Agreement would be cancelled effective
February 1, 2017. According to TAPCO, the November 3 email
provides no reason whatsoever for the proposed cancellation.
Thus, TAPCO believes that GTT does not have “good
cause” to cancel the Agreement as required under the
WFDL. See Wis. Stat. § 135.03. Additionally,
although a section of the Agreement purports to give either
party the power to terminate the Agreement without cause on
ninety days' written notice, TAPCO asserts that this
provision is “in variance” with the WFDL and is
unenforceable. As a result, TAPCO wants the Court to declare
the November 3, 2016 notice of cancellation to be void.
also raises a claim for breach of contract. In addition to
claiming that the provision providing for termination without
cause is invalid under the WFDL, TAPCO alleges that GTT's
failure to provide any reason for its proposed cancellation
violates its common-law duty of good faith and fair dealing.
Moreover, TAPCO claims that the November 3, 2016 email is
itself a violation of the Agreement because it does not
constitute “written” notice, which under the
Agreement is only achieved by personal delivery, registered
mail, prepaid post with receipt requested, or facsimile.
See (Docket #8-2 at 26 ¶13.9). As with the WFDL
claim, TAPCO prays for a declaration that the cancellation is
void and injunctive relief against the proposed cancellation.
TAPCO does not seek compensatory damages or attorney's
fees in this action. See (Docket #13 at 11-12,
pending motions can be resolved fairly easily. First, the
Court finds that the amount in controversy meets the
jurisdictional threshold. Second, the Court finds that
TAPCO's allegations sufficiently state a claim for breach
of contract. The Court will address each issue in turn.
1Diversity Jurisdiction and the Amount in
1441 allows a defendant to remove any civil action commenced
in state court to the district court sitting in the district
and division in which the action is pending. 28 U.S.C. §
1441(a). The state case must be one in which the district
court would have original jurisdiction. Id. If the
plaintiff believes that removal was improper, it can request
remand to the state court. Id. § 1447(c).
GTT asserts that this Court has jurisdiction based on the
diversity statute, Section 1332. To establish the district
court's diversity jurisdiction under Section 1332(a)(1),
a removing defendant must show not only complete diversity of
citizenship between the parties (something TAPCO does not
challenge here), but also that the amount in controversy
exceeds $75, 000.00, exclusive of interest and costs.
Id. § 1332(a)(1). The amount in controversy at
the time of removal controls the existence of jurisdiction.
See Tropp v. Western-Southern Life Ins. Co., 381
F.3d 591, 595 (7th Cir. 2004). In the Seventh Circuit, this
inquiry is not confined to the plaintiff's prayer for
damages. Instead, it includes more generally “the
amount at stake to either party to the suit.” BEM
I, L.L.C. v. Anthropologie, Inc., 301 F.3d 548, 553 (7th
proponent of the Court's jurisdiction, GTT has the burden
of showing by a preponderance of the evidence facts that
suggest the amount-in-controversy requirement is met.
Meridian Sec. Ins. Co. v. Sadowski, 441 F.3d 536,
543 (7th Cir. 2006). However, GTT must merely provide a
“good-faith estimate” that the stakes exceed $75,
000. Oshana v. Coca-Cola Co., 472 F.3d 506, 511 (7th
Cir. 2006). Once this is achieved, the plaintiff can defeat
jurisdiction only if “it appears to a legal certainty
that the claim is really for less than the jurisdictional
amount.” St. Paul Mercury Indem. Co. v. Red Cab
Co., 303 U.S. 283, 289 ...