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govinfo:USCOURTS-moed-4_25-cv-00755-0
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MISSOURI
EASTERN DIVISION
D2 PRODUCTIONS, INC., )
)
Plaintiff, )
)
vs. ) Case No. 4:25-cv-00755-MTS
)
CORNELL HAYNES, et al., )
)
Defendants. )
MEMORANDUM AND ORDER
Before the Court is Plaintiff D2 Productions, Inc.’s Second Motion to Remand.
Doc. [28]. Defendants Cornell Haynes, Tori Harper, and Robert Cleveland oppose the
Motion.1 Doc. [33]. After a review of the briefing on the Motion and the other relevant
filings, the Court concludes that Defendants have failed to demonstrate the Court’s
subject-matter jurisdiction. Therefore, the Court will remand this action. See 28 U.S.C.
§ 1447(c).
I. BACKGROUND2
Plaintiff D2 Productions, Inc. (“D2”) is “a production company started in a local
community skating rink by twin brothers Darren Stith and David Stith,” who “were
directly responsible for finding, nurturing, and bringing to the public” the music of
1 Another Defendant, Ali Jones, has not filed anything in this action and thus has not opposed
Plaintiff’s Second Motion to Remand. For the sake of simplicity, though, the Court will refer to
Haynes, Harper, and Cleveland collectively herein as “Defendants.”
2 The facts herein are taken from Plaintiff’s allegations; the Court expresses no opinion on their
accuracy. Cf. Sanders v. Melvin, 873 F.3d 957, 961 (7th Cir. 2017) (“A complaint’s allegations
are just that: allegations.”).
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Cornell Haynes and the group known as the “St. Lunatics.” Doc. [26] ¶ 8. In addition to
Haynes, the St. Lunatics consisted of Ali Jones, Tori Harper, Robert Cleveland, and
Lavell Webb. Id. ¶ 9. D2 entered into Exclusive Songwriter Agreements with Haynes,
Jones, Harper, and Cleveland. I n these Agreements, “the individual artists transferred to
D2 all rights to all works that they wrote, composed or created.” Id. ¶ 14–16. In June
2000, D2 released Haynes from his Agreement in exchange for $75,000. Id. ¶ 17. D2’s
Exclusive Songwriter Agreements with Harper, Cleveland, and Jones remained in effect;
however, unbeknownst to D2 at the time, Harper, Cleveland, and Jones secretly arranged
with Haynes to circumvent their contractual obligations to D2.
The secret arrangement was straightforward. Though Harper, Cleveland, and
Jones were also “responsible for the creation, composition, and production” of various
songs, they agreed to allow Haynes “to take all writing credits” and “to register [him] as
the copyright holder.” Id. ¶ 18. Under the secret arrangement, Haynes would “collect all
royalties and revenues to the songs and then compensate Harper, Cleveland, and Jones
under the table in order to avoid their contractual obligations to D2.” Id. ¶ 19. The
arrangement allowed Haynes, Harper, Cleveland, and Jones “to retain more money” by
“exclud[ing] D2 from receiving its rightful revenue” under its Exclusive Songwriter
Agreements with Harper, Cleveland, and Jones. Id.
Unaware of the secret arrangement among the artists, D2 “entered into an
Exclusive Songwriter & Co-Publishing Agreement” with Universal Music Corporation
and Songs of Universal, Inc. Id. ¶ 20. This publishing agreement granted D2 the right to
collect a percentage of the royalties from certain St. Lunatics’ compositions, as defined in
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the agreement, in exchange for relinquishing certain rights under the Exclusive
Songwriter Agreements with Jones, Harper, and Cleveland. Id. But “because” Haynes,
Jones, Harper, and Cleveland had entered into the secret arrangement, “no amounts
would be paid to D2.” Id. If Harper, Cleveland, and Jones had not entered into the secret
arrangement, D2 would have been “entitled to receive twenty-five percent” of their
“writer’s share” under the publishing agreement. Id. ¶ 21. Instead, Haynes collected the
entire amount. Id. In 2022, D2 learned of the once-secret arrangement during a
protracted and “very public dispute” between Haynes and Jones. Id. ¶ 22.
In an effort to vindicate its rights, D2 filed this action in the Circuit Court of St.
Louis County against Haynes, Jones, Harper, Cleveland, and Universal Music Corp.
(“Universal”) with claims for breach of contract, intentional misrepresentation/fraud,
conspiracy, breach of the implied covenant of good faith and fair dealing, tortious
interference, misrepresentation, accounting, conversion, and unjust enrichment. Doc. [4].
D2 also sought a declaratory judgment— though what precisely D2 sought to be declared
was unclear. See id. ¶¶ 96–100. Universal timely removed the action to this Court, see
28 U.S.C. § 1441(a), asserting that the Court has subject-matter jurisdiction under the
Copyright Act of 1976, Pub. L. No. 94- 553, 90 Stat. 2541 (codified as amended at 17
U.S.C. § 101 et seq.). Doc. [1]. Universal argued that several of D2’s claims were
preempted, and that this Court could exercise supplemental jurisdiction over the ones that
were not. Id.
D2 then moved to dismiss Universal from the action without prejudice, Doc. [13],
and the Court granted the unopposed Motion, Doc. [17]. D2 also sought remand ,
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asserting that the Court lacked subject-matter jurisdiction. Doc. [14]. With Universal
now out of the action, Defendants Haynes, Harper, and Cleveland opposed D2’s Motion
to Remand. Doc. [16]. The Court heard argument on the Motion to Remand, see Doc.
[23], and allowed D2 to amend its Complaint, Doc. [24]. See Fed. R. Civ. P. 15(a)(2).
D2 filed a First Amended Complaint against Haynes, Jones, Harper, and Cleveland
asserting claims for (1) breach of contract; (2) misrepresentation/fraud; (3) conspiracy;
(4) breach of the implied covenant of good faith and fair dealing; (5) tortious
interference; and (6) negligent misrepresentation. Doc. [26]. D2 then filed the Second
Motion to Remand, Doc. [28], which is now before the Court. The Second Motion
asserts there is “no basis for federal jurisdiction” in this case. Id. at 1.
II. DISCUSSION
Defendants Haynes, Harper, and Cleveland, as the “part[ies] opposing remand,”
have “the burden of establishing subject -matter jurisdiction here.” Green v. Ameritrade,
Inc., 279 F.3d 590, 596 (8th Cir. 2002). They assert that the Court has federal question
jurisdiction. See 28 U.S.C. § 1331. “Federal -question jurisdiction typically depends on
application of the ‘well-pleaded complaint rule,’ which provides that it exists only when a
federal question is presented on the face of a plaintiff’s properly pleaded complaint.”
King v. United Parcel Serv., Inc., 152 F.4th 915, 920 (8th Cir. 2025) (citation modified).
Here, though, all D2’s claims in its Amended Complaint are premised on and brought
under state law.
3 No matter, Defendants say, because D2’s “claims are preempted by the
3 For subject-matter jurisdictional purposes, the operative Amended Complaint governs, not the
original pleading. Royal Canin U. S. A., Inc. v. Wullschleger , 604 U.S. 22, 30 (2025) (“When a
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Copyright Act.” Doc. [33] at 3 (typecase altered). Defendants then immediately begin
addressing whether each claim that D2 has is preempted. In doing so, Defendants
“fail[ed] to recognize the significant difference between complete, jurisdictional
preemption and preemption as an affirmative defense.” See Bates v. Mo. & N. Ark. R.
Co., 548 F.3d 634, 637 (8th Cir. 2008).
Preemption “is ordinarily a federal defense to the plaintiff’s suit.” Metro. Life Ins.
Co. v. Taylor, 481 U.S. 58, 63 (1987). T he existence of a federal defense, including a
defense of preemption, “does not create federal-question jurisdiction.” Griffioen v. Cedar
Rapids & Iowa City Ry. Co., 785 F.3d 1182, 1188 (8th Cir. 2015); accord Chapman v.
Lab One, 390 F.3d 620, 625 (8th Cir. 2004) (“In the ordinary case, federal preemption is
merely a defense to a plaintiff’s state-law claim, and it does not alter the jurisdiction of
the federal court.”). Complete preemption is an “exception” to this rule. King, 152 F.4th
at 920. Complete preemption “converts a well-pleaded state law claim into an inherently
federal claim for jurisdictional purposes.” Hall v. N. Am. Van Lines, Inc., 476 F.3d 683,
689 n.8 (9th Cir. 2007). It happens “when a federal statute ‘wholly displaces’ the state-
law cause of action, resulting in ‘complete preemption.’” Griffioen, 785 F.3d at 1188.
Defendants’ first task, then, should have been to show that a federal statute does so
here; they should have shown that some part of the Copyright Act wholly displaces (and
therefore completely preempts) state law. Despite their burden, Defendants provided no
plaintiff amends her complaint following her suit’s removal, a federal court’s jurisdiction
depends on what the new complaint says.”), aff’g , 75 F.4th 918 (8th Cir. 2023). Contra
Doc. [33] at 7 (“Jurisdiction is determined at the time of removal not by subsequent
amendments.”).
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analysis on whether the Copyright Act completely preempts the substantive field. See
Doc. [33]. They relegate the discussion on complete preemption exclusively to their
introduction section, with no mention of it in their argument section at all. Id. at 2. Even
in their introduction, though, they simply list the out-of-circuit courts that have held that
the Copyright Act completely preempts the substantive field without analyzing the issue
themselves. Id.
It is true that multiple courts of appeals have held that § 301(a) of the Copyright
Act completely preempts the substantive field. See, e.g. , GlobeRanger Corp. v. Software
AG, 691 F.3d 702, 706 (5th Cir. 2012); Ritchie v. Williams, 395 F.3d 283, 286– 87 (6th
Cir. 2005). But not everyone is “so certain.” Wis. Interscholastic Athletic Ass’n v.
Gannett Co., 658 F.3d 614, 620 (7th Cir. 2011) (Wood, J.) (citing, inter alia, Cambridge
Literary Props., Ltd. v. W. Goebel Porzellanfabrik G.m.b.H. & Co. KG., 510 F.3d 77, 99–
102 (1st Cir. 2007) (Cyr, J., dissenting)). Neither the Supreme Court nor the U.S. Court
of Appeals for the Eighth Circuit has decided the issue. Speaking generally, the Eighth
Circuit has noted that complete preemption is “quite rare.” Johnson v. MFA Petroleum
Co., 701 F.3d 243, 248 (8th Cir. 2012); accord Devon Energy Prod. Co., L.P. v. Mosaic
Potash Carlsbad, Inc., 693 F.3d 1195, 1204 (10th Cir. 2012) (quoting Cmty. State Bank
v. Strong, 651 F.3d 1241, 1260 n.16 (11th Cir. 2011)). It exists, the Eighth Circuit
recently explained, only “in very limited circumstances, primarily the LMRA, ERISA,
and the National Bank Act.” Stursberg v. Morrison Sund PLLC, 112 F.4th 556, 565 (8th
Cir. 2024).
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Complete preemption should not have been something that Defendants just
assumed. Without establishing complete preemption, the best they could show this Court
is that they may win this case someday on the merits in state court, not that this Court has
subject-matter jurisdiction. See Jones v. LMR Int’l, Inc., 457 F.3d 1174, 1179 (11th Cir.
2006) (“Unlike complete preemption, which is jurisdictional, defensive preemption is a
substantive defense, justifying dismissal of preempted state law claims.”); Vorhees v.
Naper Aero Club, Inc. , 272 F.3d 398, 403 (7th Cir. 2001) (explaining that “ordinary or
conflict preemption is merely a defense to the merits of a claim,” not an exception to “the
well-pleaded complaint rule”). The Court, though, has “an independent duty to
determine subject matter jurisdiction.” City of Kansas City v. Yarco Co., 625 F.3d 1038,
1040 (8th Cir. 2010). After the Court’s own research, the Court is not convinced that
§ 301 of the Copyright Act completely preempts state- law causes of action in a manner
sufficient to support federal-question jurisdiction here.
The United States District Court for the District of Minnesota has “decline[d] to
extend the complete preemption doctrine” to federal copyright law. Badhwa v. Veritec,
Inc., 367 F. Supp. 3d 890, 902 (D. Minn. 2018). In Badhwa, the court examined the
complete preemption doctrine “through th[e] lens” of “Eighth Circuit precedent” as well
as Justice Scalia’s dissent in Beneficial National Bank v. Anderson, 539 U.S. 1 (2003). In
a thorough analysis, the court explained that , while Congress was “uncharacteristically
clear” that federal courts have exclusive subject-matter jurisdiction over actual copyright
claims, that is not the same thing as transforming all copyright -adjacent state claims into
federal claims. See Badhwa, 367 F. Supp. 3d. at 903 (citing 28 U.S.C. § 1338(a)). And,
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as for § 301(a), the provision on which “those circuits that have found complete
preemption applicable in this area” rely, the court found that the section “is not nearly as
panoptic as those statutes which the Supreme Court has previously found completely
preemptive.” Id. at 903–04.
“In this Circuit, ‘removal under the complete preemption doctrine is proper only in
circumstances where a federal statute completely displaces state law and it is clear
Congress meant the federal statute to be the exclusive cause of action for the type of
claim asserted.’” Id. (quoting MFA Petroleum, 701 F.3d at 250). Defendants have not at
all shown that it is clear Congress did so, and Badhwa makes a persuasive case that
Congress did not do so. Id. at 902–05. If the Copyright Act does not completely preempt
the substantive field, then D2’s state law claims here “simply [could not] serve as a basis”
for the Court’s subject -matter jurisdiction. Id. at 905. See also Griffioen, 785 F.3d at
1188 (noting the “defense of preemption . . . does not create federal-question
jurisdiction”). Thus, there would be no reason to “examine the individual claims
identified by [Defendants] to determine whether they are preempted .” See Badhwa, 367
F. Supp. 3d at 905. However, here, even if the Court were inclined to disagree with
Badhwa, remand still would be required because Defendants have also failed to show that
any of D2’s claims are preempted.
If there is complete preemption of copyright claims, t he question becomes
“whether the right [D2 seeks] under state law is equivalent to the exclusive rights under
copyright” or whether D2’s “cause[s] of action [are] qualitatively different from an action
for copyright.” Nat’l Car Rental Sys., Inc. v. Comput. Assocs. Int’l, Inc., 991 F.2d 426,
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431 (8th Cir. 1993). “Section 301 preempts only those state law rights that may be
abridged by an act which, in and of itself, would infringe one of the exclusive rights
provided by federal copyright law.” Id. Thus, “if an extra element is required, instead of
or in addition to the acts of reproduction, performance, distribution or display, in order to
constitute a state -created cause of action, then the right does not lie within the general
scope of copyright and there is no preemption.” Id. (citation modified). See also 1
Nimmer on Copyright § 1.14 (2026).
A review of D2’s claims in the Amended Complaint shows that each has an extra
element that makes it qualitatively different from a cause of action for copyright. D2’s
claims focus on its Exclusive Songwriter Agreements with Harper, Cleveland, and Jones
and the secret arrangement they allegedly had with Haynes to fraudulently avoid their
Exclusive Songwriter Agreements with D2. The Court concludes that D2’s state-law
claims premised on these issues are qualitatively different from a copyright claim.
Remand therefore is appropriate even assuming the Copyright Act completely preempts
state law.4
4 The Court also notes that the reasoning used by the Eleventh Circuit in Poet Theatricals
Marine, LLC v. Celebrity Cruises, Inc., No. 21- 10410, 2023 WL 3454614, at *4–7 (11th Cir.
May 15, 2023) (per curiam) (assuming without deciding that the Copyright Act is completely
preemptive but explaining that complete preemption turns on whether a claim falls within the
scope of the Copyright Act ’s exclusive federal cause of action, not merely whether it is
preempted by § 301) , and by t he Third Circuit in Board of Chosen Freeholders of C ounty of
Burlington v. Tombs, 215 F. App’x 80, 82 (3d Cir. 2006) (rejecting complete preemption because
the Copyright Act does not provide the exclusive cause of action or remedial scheme for state
public-records claims), supports remand in this case . But see 5 Patry on Copyright § 17:23 at
n.21 (arguing the Eleventh Circuit made an “egregious error” in Poet).
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III. CONCLUSION
In sum, even if the Copyright Act completely preempts the substantive field,
which Defendants failed to show, all Plaintiff’s claims in the Amended Complaint are
qualitatively different from an action for copyright. The Court therefore lacks subject-
matter jurisdiction regardless and must remand.
Accordingly,
IT IS HEREBY ORDERED that Plaintiff D2 Productions, Inc.’s Second Motion
to Remand, Doc. [28], is GRANTED. The Court will enter herewith a separate Order of
Remand, remanding this action to the Circuit Court of St. Louis County, the Twenty-First
Judicial Circuit of Missouri.
Dated this 10th day of June 2026.
MATTHEW T. SCHELP
UNITED STATES DISTRICT JUDGE
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