Arno Resources, LLC v. Epic Tech, LLC, et al.

[DO NOT PUBLISH]
In the
United States Court of Appeals
For the Eleventh Circuit
____________________
No. 22-12877
____________________
ARNO RESOURCES, LLC,
Plaintiff-Appellant,
versus
EPIC TECH, LLC,
FRONTIER SOFTWARE SYSTEMS, LLC,
RED ROCK INVESTMENTS, LLC,
CRIMSON SKY, LLC,
CRIMSON SKY II, LLC, et al.,
Defendants-Appellees.
____________________
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2 Opinion of the Court 22-12877
Appeal from the United States District Court
for the Northern District of Georgia
D.C. Docket No. 1:20-cv-02540-ELR
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Before J ORDAN, ROSENBAUM , and H ULL , Circuit Judges.
PER CURIAM:
Plaintiff-Appellant Arno Resources, LLC appeals the district
court’s order dismissing its complaint against: (1) six corporate
entities—Epic Tech, LLC, Frontier Software Systems, LLC, Red
Rock Investments, LLC, Crimson Sky, LLC, Crimson Sky II, LLC,
and Winter Sky, LLC; and (2) six individuals—Bob Mosley, Sr., Bob
Mosley, Jr., Starita Mosley, J. Michael Caldwell, Tim Caldwell, and
Erik Nordin. Arno’s complaint raised several claims stemming
from a “Development Agreement” between Custom Game
Design, Inc.—Arno’s predecessor-in-interest—and Gateway
Gaming, LLC—a now-dissolved, non-defendant corporation
owned and operated by Mosley, Sr. and J. Michael Caldwell.
Under the Development Agreement, Gateway paid Custom
$855,400 to create gaming applications, and Custom granted
Gateway a perpetual worldwide license to use Custom’s
proprietary gaming terminals and “back-end” software required to
run the gaming applications (collectively the “Software”). Arno’s
claims centered on its allegations that the Software licensed to
Gateway under the Development Agreement was
non-transferrable to a third party and that defendants-appellees
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22-12877 Opinion of the Court 3
improperly transferred or assigned that Software license to some of
the corporate defendants.
The corporate and individual defendants filed motions to
dismiss on multiple grounds. In ruling on the motions, the district
court: (1) dismissed without prejudice for lack of personal
jurisdiction Arno’s claims against Mosley, Sr., Mosley, Jr., Starita
Mosley, and J. Michael Caldwell; and (2) dismissed with prejudice
for failure to state a claim for relief Arno’s claims against the
corporate defendants and the remaining individual defendants.
Regarding this latter ruling, the district court concluded that the
Development Agreement did not prohibit the transfer of the
Software license Gateway paid for and received.
After careful consideration of the parties’ briefs and the
entire record, and with the benefit of oral argument, we find no
reversible error and affirm the district court’s dismissal of Arno’s
complaint: (1) without prejudice as to defendants Mosley Sr.,
Mosley, Jr., Starita Mosley, and J. Michael Caldwell; and (2) with
prejudice as to defendants Tim Caldwell, Erik Nordin, Epic Tech,
LLC, Frontier Software Systems, LLC, Red Rock Investments,
LLC, Crimson Sky, LLC, Crimson Sky II, LLC, and Winter Sky,
LLC.
AFFIRMED.
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