IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF TENNESSEE

NASHVILLE DIVISION

JANE DOE, )
)
Plaintiff, )
)
v. )
)
Case No. 3:23-cv-00477
WILLIAMS BOWERS MANAGEMENT, )
LLC D/B/A WIDE OPEN MUSIC, ASH )
BOWERS, JIMMIE ALLEN, and JOHN )
DOES 1-100, )
)
Defendants. )

DEFENDANT WILLIAMS BOWERS MANAGEMENT, LLC’S

MOTION TO DISMISS

Pursuant to Federal Rule of Civil Procedure 12(b)(6), Defendant Williams Bowers

Management, LLC (“WBM”), incorrectly named as “Williams Bowers Management d/b/a Wide

Open Music,” 1 respectfully moves this Court for an order dismissing with prejudice all claims

asserted against it in the Verified Complaint (DE 1) filed by Plaintiff Jane Doe (“Plaintiff”). In

support of its Motion, WBM states as follows:

1. Plaintiff’s claim that WBM engaged in a sex-trafficking venture in violation of the

Trafficking Victims Protection Reauthorization Act (“TVPRA”), 18 U.S.C. §§ 1591, 1595 (Count

II), should be dismissed for failure to state a claim upon which relief may be granted.

1
As set forth on WBM’s contemporaneously filed Business Entity Disclosure, Wide Open Music
is not the trade name of Williams Bowers Management, LLC.

Case 3:23-cv-00477 Document 18 Filed 07/11/23 Page 1 of 3 PageID #: 48

 2. Plaintiff’s state law claims against WBM (Counts VI, VII, VIII, IX, and X) based

on conduct that predates May 11, 2022 are barred by the applicable one-year statute of limitations

(Plaintiff filed her Verified Complaint on May 11, 2023).

3. Plaintiff’s negligence claims against WBM (Counts VI, VII, VIII, and X) fail to

state a claim upon which relief may be granted because Plaintiff has failed to allege facts on which

the Court could find that WBM owed Plaintiff a duty of care.

4. Plaintiff’s intentional infliction of emotional distress (“IIED”) (Count IX) and

negligent infliction of emotional distress (Count X) claims against WBM also fail because WBM

is not vicariously liable for Jimmie Allen’s conduct as Allen was not WBM’s agent. Even if he

were WBM’s agent, any sexual harassment, assault, battery, or false imprisonment was committed

outside the scope of his agency relationship. Furthermore, Ash Bowers’ alleged conduct is not

sufficiently outrageous to sustain an IIED claim.

IN SUPPORT OF ITS MOTION, WBM relies upon its Memorandum in Support of its

Motion to Dismiss filed contemporaneously herewith and incorporated herein by reference.

WHEREFORE, Williams Bowers Management, LLC respectfully requests that this Court

grant this Motion to Dismiss, dismiss Plaintiff’s Verified Complaint against WBM in its entirety

and with prejudice, and order any other relief that the Court deems just and proper.

-2-

Case 3:23-cv-00477 Document 18 Filed 07/11/23 Page 2 of 3 PageID #: 49

 Respectfully submitted,

s/ Samuel D. Lipshie
Samuel D. Lipshie (TN BPR No. 009538)
John P. Rodgers (TN BPR No. 030324)
Caroline D. Spore (BPR No. 036214)
BRADLEY ARANT BOULT CUMMINGS LLP
1600 Division Street, Suite 700
Nashville, Tennessee 37203
T: (615) 244-2582
F: (615) 252-6380
E: slipshie@bradley.com
E: jrodgers@bradley.com
E: cspore@bradley.com

Attorneys for Defendant, Williams Bowers

Management, LLC

CERTIFICATE OF SERVICE

I hereby certify that on July 11, 2023, I electronically filed the foregoing document with the
Clerk of the Court using CM/ECF, which will send notification of such filing to all parties registered
with the Court’s electronic filing system. Any party not registered for such electronic notices will
receive a copy of this filing via United States Mail, first-class postage prepaid.

John Spragens
SPRAGENS LAW PLC
311 Second Avenue North
Nashville, Tennessee 37203
john@spragenslaw.com

Elizabeth A. Fegan
FEGAN SCOTT LLC
150 S. Wacker Drive, 24th Floor
Chicago, Illinois 60606
beth@feganscott.com

s/ Samuel D. Lipshie
Samuel D. Lipshie

-3-

Case 3:23-cv-00477 Document 18 Filed 07/11/23 Page 3 of 3 PageID #: 50

 IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION

JANE DOE, )
)
Plaintiff, )
)
v. )
)
Case No. 3:23-cv-00477
WILLIAMS BOWERS MANAGEMENT, )
LLC D/B/A WIDE OPEN MUSIC, ASH )
BOWERS, JIMMIE ALLEN, and JOHN )
DOES 1-100, )
)
Defendants. )

MEMORANDUM IN SUPPORT OF WILLIAMS BOWERS MANAGEMENT, LLC’S

MOTION TO DISMISS

Defendant Williams Bowers Management, LLC (“WBM”), incorrectly named as

“Williams Bowers Management d/b/a Wide Open Music,” 1 respectfully submits this

Memorandum in Support of its Motion to Dismiss Plaintiff Jane Doe’s (“Plaintiff”) claims against

it in the Verified Complaint (Counts II and VI–X) pursuant to Federal Rule of Civil Procedure

12(b)(6).

I. INTRODUCTION

Plaintiff claims Defendant Jimmie Allen, a former WBM client, sexually harassed and

assaulted her while she worked as his day-to-day manager. Undoubtedly, if the actions she claims

Allen took against her actually occurred, they are deplorable and clearly inappropriate. Despite the

1
As set forth on WBM’s contemporaneously filed Business Entity Disclosure, Wide Open Music
is not the trade name of Williams Bowers Management, LLC.

Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 1 of 22 PageID #: 51

nature of the allegations, however, Plaintiff has not stated any plausible claims for relief that WBM

should be held liable, either for its client’s misconduct or independently of it.

Plaintiff’s first cause of action against WBM is civil liability for “participation in a venture

engaged in sex trafficking,” in violation of the Trafficking Victims Protection Reauthorization Act

(“TVPRA”), 18 U.S.C. §§ 1591, 1595 (Count II). To plausibly state a TVPRA claim for

participation in a “sex trafficking venture,” Plaintiff must allege facts that allow this Court to draw

the reasonable inference that WBM actually engaged in a sex trafficking venture—merely

engaging in a business venture in which sexual harassment or sexual assault occurred as an

incidental part of that venture is insufficient under well-established Sixth Circuit law to state a

TVPRA “venture” claim. Here, Plaintiff only alleges that WBM hired Plaintiff to serve as Allen’s

day-to-day manager, and that Allen sexually harassed and assaulted Plaintiff while she served in

that role. (See generally, Compl.) Plaintiff fails to allege facts that Allen’s purported sexual

harassment or assault was in any way connected to a sex trafficking venture with WBM.

Furthermore, Plaintiff fails to allege facts that WBM knew or should have known that Allen was

engaging in a sex trafficking venture, and fails to allege facts that WBM knowingly benefited from

the sex trafficking venture.

Plaintiff’s state law claims against WBM also fail. They are all subject to a one-year statute

of limitations, and all conduct in Plaintiff’s Complaint that predates May 11, 2022 is time-barred.

Plaintiff’s negligence claims against WBM are also deficient as a matter of law because WBM did

not owe a common-law duty to protect Plaintiff from Allen’s “sexual harassment or abuse”—

sexual harassment is a creature of statute, not common law. Plaintiff also does not allege facts on

which the Court could find that Allen’s alleged assault, battery, and false imprisonment were

reasonably foreseeable to WBM. Further, Plaintiff’s negligent supervision claim against WBM

-2-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 2 of 22 PageID #: 52
likewise fails because WBM did not have a duty to supervise Allen, its client. Finally, Plaintiff’s

intentional infliction and negligent infliction of emotional distress claims fail against WBM

because WBM is not vicariously liable for Allen’s alleged conduct, and Bowers’ alleged conduct

is not sufficiently outrageous to state a claim for relief. As explained further below, her Complaint

against WBM should be dismissed in its entirety and with prejudice.

II. RELEVANT FACTUAL ALLEGATIONS 2

In February 2020, WBM hired Plaintiff as a day-to-day manager for country music

recording artist and songwriter, Jimmie Allen (“Allen”), a WBM client. (DE 1 (“Compl.”) ¶¶ 1,

20.) Defendant Ash Bowers (“Bowers”) was Allen’s principal manager, Plaintiff’s supervisor, and

one of WBM’s founders. (Id. ¶¶ 1, 23.) As Allen’s day-to-day manager, Plaintiff claims she was

required to attend all of Allen’s scheduled appearances or performances and to “handle, among

other things, the planning and execution of Allen’s publicity, global release schedules, promos,

social media plans, press, marketing, and touring.” (Id. ¶ 24.) She alleges that while she was paid

as an independent contractor, WBM “otherwise treated her like an employee.” (Id. ¶ 20.)

According to Plaintiff, before she met Allen for the first time, Bowers warned her Allen

was known to push inappropriate sexual boundaries; however, Bowers assured Plaintiff that

Allen’s behavior was “harmless.” (Id. ¶ 28.) Plaintiff also claims someone told her Allen’s former

day-to-day manager had been fired “after she defended another woman who was the target of

2
WBM disputes many of Plaintiff’s factual allegations but recognizes that they must be accepted
as true on a Rule 12(b)(6) motion to dismiss. See, e.g., Does #1-10 v. Lee, 608 F. Supp. 3d 588,
593 (M.D. Tenn. 2022).

-3-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 3 of 22 PageID #: 53
[Allen’s] sexual advances.” (Id. ¶ 29.) Plaintiff asserts Bowers and others at WBM “treated

[Allen’s] sexual harassment as normal.” (Id. ¶ 30.)

Plaintiff alleges that beginning in May 2020, Allen began to “sexually harass[] Plaintiff

openly and publicly by making comments about her status as a single female, her innocence, and

how hot she looked.” (Id. ¶ 31.) She also claims Allen began asking her personal questions about

her sexual history and that his behavior escalated to unwanted physical contact. (Id. ¶ 32–33.)

Though she allegedly expressed “discomfort” to Bowers, Bowers praised her for her ability “to

handle Allen,” and told her that she was “removing a great deal of pressure from him and [WBM].”

(Id. ¶ 33.)

In March 2021, Plaintiff claims she and Allen had nonconsensual sexual intercourse while

Plaintiff was unconscious. (Id. ¶¶ 34–35.) Plaintiff did not report this incident to Bowers. (Id. ¶ 37.)

Plaintiff also claims that in April 2021, Allen visited a pornography website on Plaintiff’s work

computer, which his hair and makeup assistant reported to Bowers. (Id. ¶¶ 38–39.) Allen

purportedly “ensured the hair and makeup assistant was fired for being a ‘snitch.’” (Id. ¶ 40.)

Plaintiff alleges that over the next few months, Allen continued to sexually harass her, make

inappropriate comments, and forced her to engage in nonconsensual sexual encounters, which

Allen allegedly videotaped to “blackmail” Plaintiff. (Id. ¶¶ 41–44.)

Plaintiff claims that she had the following discussions with WBM management about

Allen’s behavior:

• In or around May 2021, Plaintiff reported to Bowers that Allen told her that “his
uncle said to him [Allen] ‘I don’t know why you’re not hitting that every day,’
referring to Plaintiff.” (Id. ¶ 41.)

-4-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 4 of 22 PageID #: 54
 • In July 2021, Plaintiff told Bowers and another WBM executive 3 that “Allen
was difficult to work with.” (Id. ¶ 47.) In response, they told Plaintiff “to limit
her travel with Allen to essential trips.” (Id. ¶ 49.)

• On or about March 6, 2022, Plaintiff told Bowers that “she felt humiliated by
Allen.” (Id. ¶ 52.) Bowers allegedly advised Plaintiff to talk to Allen “1-on-1,”
and told her Allen “would suffer” if Plaintiff left her job. (Id. ¶ 53.)

• On October 4, 2022, Plaintiff told Bowers that “she could not put up with
Allen’s abuse any longer, and asked that she be reassigned.” (Id. ¶ 55.)

• On October 7, 2022, Plaintiff had a follow-up meeting with Bowers and another
WBM employee, 4 in which she “disclosed the details of Allen’s abuse.” (Id.
¶ 56.) Bowers purportedly said, “I can’t hear any more of this,” and left the
meeting. (Id.)

Aside from Allen’s comment about his uncle, Plaintiff does not allege that she reported

any specific details about Allen’s conduct, including his alleged sexual assaults, to WBM before

the October 7 meeting. 5 Nonetheless, Plaintiff alleges that WBM and Bowers failed to “take

appropriate or sufficient action to protect Plaintiff,” and should have “investigated to determine

whether and to what extent Plaintiff was being harmed.” (Id. ¶¶ 42, 48, 53.) She also claims that

she “understood that her job was dependent on tolerating Allen’s misconduct,” since WBM

allegedly “fired Allen’s prior Day-to-Day Manager for complaining.” (Id. ¶ 50.)

After the October 7, 2022 meeting, Plaintiff claims that Bowers texted her and told her that

WBM was placing her on leave, she should not come into the office, and Bowers had to think

about his options. (Id. ¶ 57.) On or about October 17, 2022, Plaintiff alleges that Bowers texted

her stating “[W]e are still unwinding things with Jimmie. Until that process is complete – we need

you to continue to stay/work from home. We will update you once that’s completed.” (Id. ¶ 58.)

On or about October 24, 2022, Plaintiff alleges that Bowers sent her a text message, scheduling a

3
The name of the WBM executive is not provided. (See Compl. ¶ 47.)
4
The name of the WBM employee is not provided. (See Compl. ¶ 56.)
5
Plaintiff also does not allege what specific details she told to Bowers of Allen’s alleged sexual
abuse during the October 7, 2022 meeting. (Compl. ¶ 56.)

-5-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 5 of 22 PageID #: 55
meeting at the office with her on October 26, 2022. (Id. ¶ 59.) On October 26, 2022, during the

meeting, Plaintiff claims WBM terminated her. (Id. ¶ 60.)

On May 11, 2023, Plaintiff filed the instant lawsuit against Allen, Bowers, and WBM,

purporting to assert the above-stated causes of action against WBM. (See generally id.)

III. LEGAL STANDARD

A motion under Rule 12(b)(6) challenges “the legal sufficiency of the complaint.”

Peatross v. City of Memphis, 818 F.3d 233, 240 (6th Cir. 2016). To survive a Rule 12(b)(6) motion,

the complaint “must contain sufficient factual matter, accepted as true, to ‘state a claim to relief

that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp.

v. Twombly, 550 U.S. 544, 556, 570 (2007)). “[A] formulaic recitation of the elements of a cause

of action will not do.” Republic Bank & Trust Co. v. Bear Stearns & Co., Inc., 683 F.3d 239, 246–

47 (6th Cir. 2012) (quoting Twombly, 550 U.S. at 555). Nor is it enough to allege facts that raise

only the “sheer possibility that a defendant has acted unlawfully.” Iqbal, 566 U.S. at 678. Instead,

the plaintiff must “plead[] factual content that allows the court to draw the reasonable inference

that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678.

IV. ARGUMENT

A. Plaintiff Fails to State a Claim Against WBM for Violation of the TVPRA.

“Congress initially passed the Trafficking Victims Protection Act of 2000 ‘[t]o combat

trafficking in persons, especially into the sex trade, slavery, and involuntary servitude, to

reauthorize certain Federal programs to prevent violence against women, and for other purposes.’”

Ramsbottom v. Ashton, No. 3:21-CV-00272, 2022 WL 106733, at *8 (M.D. Tenn. Jan. 11, 2022)

(quoting Victims of Trafficking and Violence Protection Act of 2000, PL 106–386 (Division A),

Oct. 28, 2000, 114 Stat 1464). Congress then passed the TVPRA in 2003, which created “a civil

-6-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 6 of 22 PageID #: 56
cause of action by victims of trafficking against their traffickers.” Id. Specifically, 18 U.S.C.

§ 1595 states:

An individual who is a victim of a violation of this chapter may bring a civil action
against the perpetrator (or whoever knowingly benefits, or attempts or conspires to
benefit, financially or by receiving anything of value from participation in a venture
which that person knew or should have known has engaged in an act in violation of
this chapter) in an appropriate district court of the United States and may recover
damages and reasonable attorneys fees.

18 U.S.C. § 1595(a). Thus, Section 1595(a) authorizes a civil action against the perpetrator of sex

trafficking, or against one who “knowingly” receives a financial benefit from participation in sex

trafficking. See id. Courts refer to the latter cause of action as the “beneficiary theory” of TVPRA

liability. See Ramsbottom, 2022 WL 106733, at *9.

Here, Plaintiff asserts a TVPRA claim against WBM under the “beneficiary theory.”

Plaintiff alleges that Allen “was engaging in acts that constitute sex trafficking in violation of 18

U.S.C. § 1591 and was using [WBM] to facilitate those acts,” and that WBM in turn “benefitted

financially from [its] participation in the cover-up and venture,” since it allowed Allen to continue

performing and thereby make money for WBM. (Compl. ¶¶ 71–72.) To state a plausible claim for

relief under a Section 1595(a) beneficiary theory, Plaintiff “must allege facts—beyond mere

conclusions—allowing the court to plausibly infer that the defendant (1) ‘knowingly benefit[ted]

financially or by receiving anything of value’ (2) from participation in a venture (3) that it ‘knew

or should have known has engaged in’ sex trafficking under § 1591.” Id. (quoting A.B. v. Marriott

Int’l, Inc., 455 F. Supp. 3d 171, 188 (E.D. Pa. 2020)). Plaintiff fails to allege such facts.

1. Plaintiff Fails to Allege Facts that WBM Engaged in a Sex-Trafficking

Venture.

As an initial matter, WBM doubts that Plaintiff’s allegations against Allen state a claim for

“sex-trafficking” (Count I), which requires allegations that Allen “recruit[ed], entice[ed],

-7-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 7 of 22 PageID #: 57
harbor[ed], transport[ed], provide[d]…or solict[ed]” Plaintiff in order to cause Plaintiff to engage

in a “commercial sex act” through force or coercion, “in or affecting interstate commerce.” See 18

U.S.C. § 1895(a). Plaintiff has not alleged Allen recruited, harbored, transported, or solicited her

“in or affecting interstate commerce” for the purpose of engaging in a “commercial sex act.”

Nonetheless, assuming for purposes of this Motion that the Complaint sufficiently pleads a sex

trafficking claim against Allen, Plaintiffs’ claim against WBM still fails as Plaintiff has not

plausibly alleged that WBM participated in a sex-trafficking venture.

The Sixth Circuit has cautioned that the “venture” a party must participate in as a

prerequisite for TVPRA liability must be a sex-trafficking venture, not a “venture” generally.

United States v. Afyare, 632 F. App’x 272, 284–85 (6th Cir. 2016) (“[T]he venture must promote

the offense underlying the conspiracy (here, sex trafficking) … mere association in a gang or some

other endeavor (criminal or otherwise) is not enough.”); but see Ramsbottom, 2022 WL 106733,

at *10 (declining to apply Afyare but dismissing TVPRA claim on other grounds). To hold

otherwise and allow any venture in which sexual harassment or assault allegedly occurred to serve

as the basis for TVPRA liability would produce adverse, unintended consequences: it would

“create a ‘vehicle to ensnare conduct that the statute never contemplated.’” Afyare 632 F. App’x

at 286 (citing United States v. Cain, 583 F.3d 408, 414 (6th Cir. 2009)).

In Afyare, the Sixth Circuit offered the following hypothetical venture that would fail to

satisfy the requirements of the TVPRA: the “hypothetical defendant who joins a soccer team with

some sex traffickers,” but “turn[s] a blind eye” to those sex traffickers’ activities. Id. The court

iterated that simply being on a soccer team, or joining in any other generic venture with alleged

sex traffickers, would not establish TVPRA beneficiary liability. Id. This is because the venture

was not a sex-trafficking venture, even if some individuals involved in the venture also engaged in

-8-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 8 of 22 PageID #: 58
sex trafficking. Id. Holding this type of hypothetical defendant liable would be quintessential “guilt

by association” and turn the TVPRA into a powerful, dangerous tool that Congress did not intend.

See id. at 285.

Much like Afyare’s hypothetical, Plaintiff has alleged only that WBM engaged in a

“venture” with Allen—not a sex-trafficking venture. (See, e.g., Compl. ¶¶ 72–73). Her allegation

that WBM “benefitted financially from [its] participation in the cover-up and venture because it

ensured that Allen continued to perform” is patently insufficient to state a beneficiary claim under

the TVPRA and is exactly the type of generic venture—like a soccer player who joins a team

funded by sex traffickers—that the Sixth Circuit in Afyare held to be insufficient to state a claim.

See 632 F. App’x at 286.

2. Plaintiff Fails to Allege that WBM Knew or Should Have Known that Allen
Was Engaged in a Sex-Trafficking Venture.

Plaintiff has also “fail[ed] to allege facts that, if true, would establish that [WBM] knew or

should have known that [Allen] was engaged in a sex-trafficking venture.” Ramsbottom, 2022 WL

106733, at *11. Plaintiff has not alleged that WBM knew or had reason to know that Allen

“recruited, enticed, harbored, transported, provided, obtained, or maintained [Plaintiff],” using

“force, threats of force, coercion, or any combination of such means,” to force Plaintiff “to engage

in a commercial sex act.” United States v. Bixler, No. 21-5194, 2022 WL 247740, at *7 (6th Cir.

Jan. 27, 2022), cert. denied, 142 S. Ct. 2838 (2022) (stating elements needed to prove that a party

engaged in sex trafficking). In fact, she does not allege that WBM had any knowledge of Allen’s

alleged sexual abuse until October 7, 2022, when she claims she “disclosed the details of Allen’s

abuse” to WBM (without explaining what those details were). (See Compl. ¶ 56.) Before October

7, 2022, Plaintiff has only alleged that WBM knew Allen “pushe[d] inappropriate sexual

boundaries” as a general matter, had once accessed a pornographic website in Plaintiff’s presence,

-9-
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 9 of 22 PageID #: 59
and made an inappropriate comment about his uncle telling Allen “I don’t know why you’re not

hitting that [Plaintiff] every day.” (Id. ¶¶ 3, 38–39, 41.) Pushing sexual boundaries or making

sexual comments, while certainly inappropriate, are not “sex trafficking,” nor would they cause a

reasonable person to suspect that Allen was engaged in sex trafficking. See Ramsbottom, 2022 WL

106733, at *9 (“The phrase ‘knew or should have known,’ echoes common language used in

describing an objective standard of negligence.”). To hold otherwise would essentially require

businesses to investigate every instance of sexual harassment as a possible sex-trafficking

violation.

In Ramsbottom, this Court dismissed a similar TVPRA claim against the management

company, promotion company, and two other companies affiliated with a musician accused of

sexually grooming and assaulting underage girls. See generally id. While the complaint alleged

that there was a running joke between those associated with the musician that he “would have to

find a date at a high school dance,” this Court found that allegation was insufficient to plausibly

infer that the musician engaged in sex trafficking with the plaintiffs. Id. at *19–21. Likewise,

allegations that the musician used company resources to lure underage girls to engage in

commercial sex acts were not enough. Id. at *20–21. This Court reasoned that although the

musician may have been involved in sex trafficking, and the defendant companies were engaged

in and benefitted from their ventures with him, that relationship was not sufficient to give rise to

liability. Id. at *11. With regard to the management company, specifically, the Court held that

“[t]he mere fact that [the musician] was allegedly involved in sex trafficking and that [the

company] was engaged in a venture with [him] from which it clearly benefitted—managing [his]

music career and promoting large music festivals—is not sufficient to give rise to liability against

[the management company] under § 1595.” Id. The same reasoning applies here.

- 10 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 10 of 22 PageID #: 60
 Further, under Ramsbottom, even if Plaintiff fully disclosed every detail of Allen’s alleged

sex trafficking in her October 7, 2022 meeting with WBM, this would not save her claim. At that

point, she was no longer going into the office or interacting with Allen; all of the claimed sexual

misconduct had occurred prior to that date. In Ramsbottom, the claimed period of sex trafficking

took place from 2012 to 2014, and the plaintiffs alleged that the management company became

aware of the musician’s misconduct in 2016. Id. at *11. The Court held that this allegation “does

nothing to establish [the management company’s] knowledge (or negligent disregard) of [the

musician’s] sexual misconduct while it was taking place from 2012 through 2014, as the plaintiffs

allege.” Id. at *11. Similarly, assuming for the sake of argument that WBM learned about all of

Allen’s alleged sex trafficking for the first time on October 7, 2022, this does not mean it is liable

to Plaintiff under Section 1595—Plaintiff does not claim that she was victimized by Allen after

this date, and by the end of the month she was no longer working with WBM. (Compl. ¶¶ 57–60.)

3. Plaintiff Has Not Pled Sufficient Facts to Demonstrate that WBM

“Knowingly Benefitted” from a Sex-Trafficking Venture.

Finally, Plaintiff fails to allege facts that WBM benefitted, let alone knowingly benefitted,

from Allen’s alleged sex-trafficking venture. See Geiss v. Weinstein Co. Holdings LLC, 383 F.

Supp. 3d 156, 168–69 (S.D.N.Y. 2019) (noting that a failure to allege benefits received by

defendants for their participation in a sex-trafficking venture is “fatal” to a TVPRA claim). To

survive a motion to dismiss, a complaint requires more than bare legal conclusions that the

defendant benefitted from a sex-trafficking venture. See Mulvey v. Perez, No. 3:14-CV-1835, 2015

WL 5697318, at *2 (M.D. Tenn. Sept. 28, 2015) (“Legal conclusions are not entitled to the

presumption of truth.”). Instead, a plaintiff must provide specific factual support to demonstrate

that a defendant “knowingly benefitted” from the venture. See Geiss, 383 F. Supp. 3d at 168–69.

In Geiss, for example, the court granted defendants’ Rule 12(b)(6) motion after finding that the

- 11 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 11 of 22 PageID #: 61
plaintiff “pleaded no facts that would plausibly support the conclusion that the sex trafficker

[Harvey Weinstein] provided benefits to the defendants because of defendants’ facilitation of his

sex trafficking.” Id. at 169–70. Merely pleading that the defendants benefited from Weinstein’s

continued employment with their companies and that he generated revenue for them was

insufficient to establish defendants’ “knowing benefit.” Id.

Much like Geiss, here Plaintiff makes only the conclusory allegation that WBM and

Bowers “benefitted financially from their participation in the cover-up and venture because it

ensured that Allen continued to perform, ensuring that [WBM] and Bowers continued to make

money off Allen’s stature and performances.” (Compl. ¶ 72.) This allegation cannot “plausibly

support the conclusion that [Allen] provided benefits to [WBM] because of [it] facilitation of his

sex trafficking.” Id. at 169–70.

B. Plaintiff’s State-Law Claims Based on Conduct that Took Place Before May 11,
2022 Are Time-Barred.

Plaintiff’s Complaint is somewhat vague about timing, but most of the events she describes

took place from May 2020 through March 2022. She alleges Allen’s sexual harassment began in

May 2020, and describes multiple incidents that similarly occurred well before the limitations

period: the first time Allen forced her to engage in nonconsensual sexual intercourse (March 2021);

the incident involving the pornography website on her work computer (April 2021); Allen’s

inappropriate comment about his uncle (May 2021); Plaintiff’s conversation with Bowers and the

unnamed WBM executive in which her “distress was noticeably visible” (July 2021); Plaintiff’s

collapse in Hawaii (February 2022); and Plaintiff’s meeting with Bowers in which he told her to

“confront[] Allen 1-on-1” (March 2022). (Compl. ¶¶ 3, 31, 34, 38, 41, 47, 51, 53.) Plaintiff alleges

Allen “continued to sexually harass and assault Plaintiff” after her March 6, 2022 meeting with

- 12 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 12 of 22 PageID #: 62
Bowers, but does not allege any other specific incidents of wrongdoing until her October 2022

communications with WBM and October 26 termination. (Id. ¶¶ 54–60.)

Tennessee has a one-year statute of limitations for personal tort actions. See Tenn. Code

Ann. § 28-3-104(a)(1); see also Johnson v. Jones, No. M2007-02876-COA-3-CV, 2009 WL

902143, at *1 (Tenn. Ct. App. Apr. 2, 2009) (Section 28-3-104(a) applies to negligence claims);

Harris v. Regions Fin. Corp., No. E2017-00838-COA-R3-CV, 2018 WL 3578513, at *5 n.3 (Tenn.

Ct. App. July 25, 2018) (Section 28-3-104(a) applies to intentional and negligent infliction of

emotional distress claims). Plaintiff filed her complaint on May 11, 2023. (See Compl.) Therefore,

all of WBM’s purported gross negligence (Count VI), negligence (Count VII), negligent failure to

warn, train, or educate (Count VIII), intentional infliction of emotional distress (Count IX), and

negligent infliction of emotional distress (Count X) that occurred before May 11, 2022 is time

barred and should be dismissed. To the extent Plaintiff stated a claim against WBM for any of

these torts (which Plaintiff did not, as explained below), the only conduct that could be actionable

against WBM is conduct that occurred from May 11, 2022 forward.

C. Plaintiff’s Negligence Claims Fail as a Matter of Law.

Plaintiff has brought claims against WBM for gross negligence (Count VI), negligence

(Count VII), negligent failure to warn, train, or educate (Count VII), and negligent infliction of

emotional distress (Count X). All require Plaintiff to allege that (1) WBM owed her a duty of care,

(2) WBM breached that duty, (3) Plaintiff was injured, (4) WBM’s breach of duty was the cause

in fact of Plaintiff’s injuries, and (5) WBM’s breach of duty was the proximate, or legal, cause of

Plaintiff’s injuries. See, e.g., Doe v. Belmont Univ., 367 F. Supp. 3d 732, 763, 765, 767 (M.D.

Tenn. 2019). Plaintiff asserts several theories of negligence, but all fail because she has not alleged

- 13 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 13 of 22 PageID #: 63
facts on which the Court could find that WBM owed her a duty of care. 6 See Riddle v. Lowe’s

Home Centers, Inc., 802 F. Supp. 2d 900, 905 (M.D. Tenn. 2011) (“Whether a defendant owes a

duty of care to a plaintiff is a question of law to be determined by the courts.”).

1. WBM Did Not Owe a Common-Law Duty to Protect Plaintiff from Allen’s
“Sexual Harassment or Abuse.”

In her gross negligence and simple negligence claims, Plaintiff alleges WBM “owed

Plaintiff a duty to use due care to ensure her safety and freedom from sexual harassment or abuse

while interacting with [WBM’s] clients.” (Compl. ¶¶ 89, 97.) This duty does not exist at common

law. “Sexual harassment has never been a common law tort; as a cause of action, it is a statutory

creation.” Hays v. Patton-Tully Transp. Co., 844 F. Supp. 1221, 1223 (W.D. Tenn. 1993) (citing

Griggs v. National R.R. Passenger Corp., 900 F.2d 74, 75 (6th Cir. 1990)); see also Griggs, 900

F.2d at 75 (“[T]he [racial and sexual] discrimination alleged by the plaintiff creates federal liability

only because of Title VII. It was not a tort at common law.”); Robinson v. Weathers, No. 3:09-

0017, 2010 WL 11578749, at *4 (M.D. Tenn. Jan. 5, 2010) (acknowledging that there are “no

cases which would support” a common law sexual harassment claim in Tennessee). A robust

federal and state statutory scheme exists to protect victims of sexual harassment or sexual

discrimination in the workplace. See Anderson v. Save-A-Lot, Ltd., 989 S.W.2d 277, 283 (Tenn.

1999) (noting that “federal and state civil rights statutes were promulgated to provide a remedy for

sexual harassment injuries”). There is no common law duty to protect workers from sexual

harassment.

Courts have recognized that sexual harassment may include “independently actionable”

tortious conduct, such as battery. See Hays, 844 F. Supp. at 1223. However, Plaintiff’s inclusion

6
Plaintiff’s negligence claims for conduct that predates May 11, 2022 are also barred by the statute
of limitations, as addressed above.

- 14 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 14 of 22 PageID #: 64
of allegations that Allen committed assault, battery, and false imprisonment still does not mean

that she has plausibly alleged that WBM owed a duty “to ensure her safety and freedom from

sexual harassment or abuse.” (Compl. ¶¶ 89, 97.) “A duty of care is the legal obligation owed by

defendant to plaintiff to conform to a reasonable person standard of care for the protection against

unreasonable risks of harm.” Kae v. Cumberland Univ., 194 F. Supp. 3d 676, 681 (M.D. Tenn.

2016) (quoting Downs ex rel. Downs v. Bush, 263 S.W.3d 812, 819 (Tenn. 2008)). The

foreseeability of the harm—in Plaintiff’s case, the sexual violence Allen allegedly perpetrated

against her—“is the foundation of liability” in determining the existence of a legal duty. See, e.g.,

Amerson v. Vulcan Materials Co., No. 2:10-CV-88, 2011 WL 13308360, at *2 (E.D. Tenn. Mar.

31, 2011).

As discussed above, Plaintiff has admitted that she did not report any of Allen’s alleged

sexual violence until October 7, 2022, and she did not work again with Allen after that. (Compl.

¶¶ 56–57.) The only incidents that Plaintiff claims were contemporaneously reported to Bowers

were Allen’s inappropriate comment about his uncle and his use of Plaintiff’s work computer to

access a pornographic website. (Compl. ¶¶ 38–39, 41.) These incidents, coupled with Bowers’

alleged general awareness that Allen “pushe[d] inappropriate sexual boundaries,” (id. ¶ 3), cannot

sustain the inference that Plaintiff’s sexual assaults, batteries, or false imprisonments were

reasonably foreseeable. Foreseeability must be “built on something more than mere possibilities.”

Doe v. Andrews, No. 3:15-CV-1127, 2017 WL 3443598, at *13 (M.D. Tenn. Aug. 9, 2017)

(finding that while “a sexual assault at a fraternity party—or any party—is foreseeable, in the sense

that it does not defy the rules of logic and common sense to think that it might happen,”

“foreseeability for purposes of identifying duties under tort law requires more than that”). It is

possible that a person who makes inappropriate sexual comments or shows unwanted sexual

- 15 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 15 of 22 PageID #: 65
images will escalate to violent assault, just as it is possible that a sexual assault will occur at a

fraternity party where alcohol is prevalent. But the law requires “something more than mere

possibilities,” and Plaintiff’s allegations cannot support the inference that a reasonable person in

WBM’s position could have foreseen that Allen would sexually assault Plaintiff and videotape his

encounters with her to allegedly use as blackmail. There are no allegations that WBM knew about

any instances of Allen perpetrating sexual assault, let alone sexually assaulting Plaintiff,

specifically. Indeed, she claims that Bowers told her Allen was “harmless”—presumably not a

word he would have used had he known or suspected Allen was the violent sexual predator Plaintiff

claims him to be. (See Compl. ¶ 3.) WBM owed no duty to protect Plaintiff against harms it could

not have reasonably foreseen, and her attempt to impose such a duty must fail as a matter of law.

2. WBM Did Not Owe a Duty to Train or Educate Plaintiff about How to
Avoid Allen’s Sexual Misconduct.

Plaintiff also alleges that WBM owed a duty “to properly warn, train or educate Plaintiff

about how to avoid such a particular risk that Allen posed of sexual misconduct.” (Compl. ¶¶ 104–

05.) In other words, Plaintiff claims WBM should have trained her on how to avoid Allen’s

intentional, tortious misconduct. As discussed, such conduct was not reasonably foreseeable to

WBM. Moreover, WBM is not aware of any legal authority imposing a duty to train or educate

workers on “avoiding” a third party’s intentional torts and/or criminal actions.

3. Plaintiff Does Not Have a Cognizable Claim for “Negligent Supervision”

of Allen.

Though Plaintiff does not bring a separate “negligent supervision” claim, she does allege

that WBM was “negligen[t] in supervising Allen and Allen’s interactions with Plaintiff.” (Compl.

¶ 98.) To the extent this is construed as a claim for negligent supervision, it must fail. Negligent

supervision claims only apply to an employer’s supervision of an employee and require proof “that

- 16 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 16 of 22 PageID #: 66
the employer had knowledge of the employee’s unfitness for the job.” Finley v. Kondaur Cap.

Corp., 909 F. Supp. 2d 969, 979 (W.D. Tenn. 2012) (quoting Doe v. Catholic Bishop for Diocese

of Memphis, 306 S.W.3d 712, 717 (Tenn. App. Ct. 2008)). Because Allen was WBM’s client, not

its employee, WBM cannot be liable for negligently “supervising” him.

D. Plaintiff Fails to State Claims for Emotional Distress.

Plaintiff also claims that WBM is liable for intentional infliction of emotional distress

(“IIED;” Count IX) and negligent infliction of emotional distress (“NIED;” Count X). “The

elements of an [IIED] claim are that the defendant’s conduct was (1) intentional or reckless, (2) so

outrageous that it is not tolerated by civilized society, and (3) resulted in serious mental injury to

the plaintiff.” Rogers v. Louisville Land Co., 367 S.W.3d 196, 205 (Tenn. 2012). A claim for NIED

requires the Plaintiff to establish all elements of an ordinary negligence claim, plus “prove that the

defendant’s conduct caused a serious or severe emotional injury.” Id. at 206.

Here, Plaintiff’s IIED and NIED claims fail on multiple fronts. 7 WBM is a legal entity and

thus “can act only through the authorized acts of its corporate directors, officers, and other

employees and agents.” See Hodge v. Terminix Glob. Holdings, Inc., No. 3:21-CV-00690, 2023

WL 1120879, at *6 (M.D. Tenn. Jan. 30, 2023), report and recommendation adopted, No. 3:21-

CV-00690, 2023 WL 2484252 (M.D. Tenn. Mar. 13, 2023) (quoting Trau-Med of Am., Inc. v.

Allstate Ins. Co., 71 S.W.3d 691, 703 (Tenn. 2002)). Accordingly, unless Plaintiff plausibly states

IIED and NIED claims against an agent of WBM and establishes that WBM is vicariously liable

for the actions of that agent, her IIED and NIED claims against WBM must fail. And they do fail,

because Allen categorically was not WBM’s agent, and Plaintiff has not sufficiently alleged that

7
Plaintiff’s NIED and IIED claims for conduct that predates May 11, 2022 are also barred by the
statute of limitations, as addressed above.

- 17 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 17 of 22 PageID #: 67
Bowers engaged in “outrageous” conduct. Further, as discussed above, Plaintiff has failed to

plausibly allege that Bowers (or WBM) owed her a common-law duty of care, which is fatal to her

claim for NIED.

1. WBM Is Not Vicariously Liable for Allen’s Alleged Conduct.

Sexual harassment typically cannot support an IIED claim unless “the harassment alleged

is especially heinous compared to other sexual harassment claims.” Sharpe v. Corecivic of

Tennessee, LLC, No. 3:20-CV-00122, 2020 WL 6273919, at *2 (M.D. Tenn. Oct. 26, 2020)

(quoting Cossairt v. Jarrett Builders, Inc., 292 F. Supp. 3d 779, 790 (M.D. Tenn. 2018)). Because

Plaintiff’s Complaint includes allegations that Allen forced her to have nonconsensual sexual

intercourse and videotaped the encounters in order to blackmail her, WBM will assume for

purposes of its Motion that Plaintiff has plausibly alleged that Allen’s conduct was “so outrageous

that it is not tolerated by civilized society.” Rogers, 367 S.W.3d at 205. However, WBM cannot

be vicariously liable for Allen’s conduct, because Plaintiff has not alleged—and cannot allege—

that Allen was WBM’s agent. Allen was a WBM client, not an employee. Plaintiff has not alleged

any facts suggesting that WBM “exercised control over [Allen].” See Star Transp., Inc. v. CSIR

Enterprises, Inc., 409 F. Supp. 2d 939, 948 (M.D. Tenn. 2006) (holding that exercise of control is

“[a] key factor in the examination of agency”); see also, e.g., Gordon v. Greenview Hosp., Inc.,

300 S.W.3d 635, 653 (Tenn. 2009) (holding that the agency analysis “hinges on the right to control

the agent’s actions”).

Further, even if an agency relationship did exist, sexual assault is well outside the scope of

the music management business. Cf. Werner v. Young, No. 1:20-CV-252, 2021 WL 397392, at *6

(E.D. Tenn. Feb. 4, 2021), aff’d, No. 22-5197, 2023 WL 639103 (6th Cir. Jan. 27, 2023) (“The

sexual abuse allegedly committed by [defendant] is markedly and decidedly outside the scope of

- 18 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 18 of 22 PageID #: 68
the [school’s] business.”); Jackson v. Burrell, No. W2018-00057-COA-R3-CV, 2019 WL 237347,

at *5 (Tenn. Ct. App. Jan. 16, 2019), rev’d on other grounds, 602 S.W.3d 340 (Tenn. 2020) (“[I]t

strains credulity to view a massage therapist’s act of sexual assault to be within the scope of

employment.”); Cordell v. Cleveland Tennessee Hosp., LLC, 544 S.W.3d 331, 339 (Tenn. Ct. App.

2017) (finding that rape of patient was not “related to the provision of health care services”). Thus,

even if Allen were WBM’s agent, WBM is not vicariously liable for Allen’s alleged conduct

because it was not committed within the scope of its agency relationship (i.e., WBM did not

employ or contract with Allen to commit sexual assault, but rather to be an artist).

2. Bowers’ Alleged Conduct Is Not Sufficiently Outrageous to Sustain an

IIED Claim.

Assuming for the sake of argument that Plaintiff has sufficiently alleged an agency

relationship between WBM and Bowers, her Complaint fails to plausibly allege that Bowers

engaged in outrageous conduct of the rare kind necessary to sustain an IIED claim.

“‘The standard for outrageous conduct is high, indeed,’ and cases finding conduct

sufficient to support an [IIED] claim are few and far between.” Cossairt v. Jarrett Builders, Inc.,

292 F. Supp. 3d 779, 789 (M.D. Tenn. 2018) (quoting Levy v. Franks, 159 S.W.3d 66, 85 (Tenn.

Ct. App. 2004)). Such cases involve extreme circumstances like the following: waving fake

handguns at the plaintiffs and holding them hostage for 30 minutes as part of a training exercise

that plaintiffs thought was real, Humes v. Ervin, No. 01-2028, 2007 WL 9710163, at *2 (W.D.

Tenn. Mar. 5, 2007); committing suicide right in front of the plaintiff, Lourcey v. Estate of Scarlett,

146 S.W.3d 48, 50, 52 (Tenn. 2004); telling a female customer that her film could not be developed

and then keeping her nude photographs and showing them to friends, Dunn v. Moto Photo, Inc.,

828 S.W.2d 747, 753–54 (Tenn. Ct. App. 1991); and showing a mother the body of her stillborn

infant preserved in a jar of formaldehyde, Johnson v. Woman’s Hosp., 527 S.W.2d 133, 140 (Tenn.

- 19 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 19 of 22 PageID #: 69
Ct. App. 1975). Plaintiff has not alleged that Bowers engaged in any such intentional, outrageous

activities, claiming only that he failed to investigate Allen and did not “take any action to protect

Plaintiff.” (See, e.g., Compl. ¶¶ 42, 48, 53.) And Plaintiff admits that because she “stay[ed] silent”

about most of Allen’s behavior, Bowers was only informed about one inappropriate comment from

Allen and the incident in which Allen viewed pornography in front of Plaintiff. (See Compl. ¶¶ 39,

41, 44, 46.) These facts alone cannot possibly sustain the inference that Bowers’ conduct was “so

outrageous in character, and so extreme in degree, as to go beyond all bounds of decency, and to

be regarded as atrocious and utterly intolerable in a civilized community.” Leach v. Taylor, 124

S.W.3d 87, 92 (Tenn. 2004).

Indeed, courts have held that the alleged failure to act on isolated reports of sexual or racial

discrimination cannot sustain an IIED claim. For example, a court in the Western District of

Tennessee granted Regions Bank’s Rule 12(b)(6) motion to dismiss the plaintiff’s IIED claim

where the plaintiff alleged that Regions Bank “failed to prevent [her manager’s] discriminatory

conduct ‘following reports of sexual harassment.” Brown v. Regions Bank, No. 2:19-CV-2356-

JPM-TMP, 2019 WL 13297196, at *4 (W.D. Tenn. Nov. 14, 2019). Similarly, in another Western

District case the court dismissed an IIED claim against Walgreens where the plaintiff had reported

only two instances of sexual harassment. See Evans v. Walgreen Co., No. 09-2491, 2010 WL

11597173, at *3 (W.D. Tenn. Apr. 15, 2010). Both the Brown and Evans court distinguished the

circumstances in those cases from the fact pattern in Pollard v. E.I. DuPont de Nemours Co., 213

F.3d 933, 947 (6th Cir. 2000), rev’d sub nom. on other grounds Pollard v. E.I. du Pont de Nemours

& Co., 532 U.S. 843 (2001), where the Sixth Circuit held that “[i]naction by an employer, or

another actor in a position to exercise control, in the face of continuous, deliberate, degrading

treatment of another may rise to the level of intentional infliction of emotional distress.” In Pollard,

- 20 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 20 of 22 PageID #: 70
the plaintiff submitted evidence that DuPont managers knew that she had been subject to “daily,

consistent harassing behavior,” from her coworkers for “a period of months and years,” which

included her coworkers’ using crude and derogatory terms to describe women, repeatedly

sabotaging plaintiff’s work, refusing to speak to her, and jeopardizing her safety (by slashing her

bicycle tires and attempting to run her off the road). See Pollard, 213 F.3d 933, 937–42. Under

this unique fact pattern, the Sixth Circuit found that DuPont could be liable for IIED based on

management’s inaction.

The circumstances in this case are much more like those in Brown and Evans and bear little

resemblance to Pollard. While Plaintiff has alleged that Allen’s abuse was pervasive, the facts

alleged in her Complaint do not support the inference that Bowers was remotely aware of the

severity of Allen’s actions. Plaintiff alleges that Bowers should have “investigated to determine

whether and to what extent Plaintiff was being harmed by Allen,” (Compl. ¶¶ 42, 48 (emphasis

added)), not that Bowers knew Plaintiff was being harmed and stood by in “silent approval.”

Pollard, 213 F.3d at 947. On these facts, Plaintiff cannot state a plausible claim against Bowers

(and therefore WBM) for IIED.

V. CONCLUSION

For the foregoing reasons, WBM asks the Court to dismiss all of Plaintiff’s claims against

WBM with prejudice.

- 21 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 21 of 22 PageID #: 71
 Respectfully submitted,

s/ Samuel D. Lipshie
Samuel D. Lipshie (TN BPR No. 009538)
John P. Rodgers (TN BPR No. 030324)
Caroline D. Spore (BPR No. 036214)
BRADLEY ARANT BOULT CUMMINGS LLP
1600 Division Street, Suite 700
Nashville, Tennessee 37203
T: (615) 244-2582
F: (615) 252-6380
E: slipshie@bradley.com
E: jrodgers@bradley.com
E: cspore@bradley.com

Attorneys for Defendant, Williams Bowers

Management, LLC

CERTIFICATE OF SERVICE

I hereby certify that on July 11, 2023, I electronically filed the foregoing document with the
Clerk of the Court using CM/ECF, which will send notification of such filing to all parties registered
with the Court’s electronic filing system. Any party not registered for such electronic notices will
receive a copy of this filing via United States Mail, first-class postage prepaid.

John Spragens
SPRAGENS LAW PLC
311 Second Avenue North
Nashville, Tennessee 37203
john@spragenslaw.com

Elizabeth A. Fegan
FEGAN SCOTT LLC
150 S. Wacker Drive, 24th Floor
Chicago, Illinois 60606
beth@feganscott.com

s/ Samuel D. Lipshie
Samuel D. Lipshie

- 22 -
Case 3:23-cv-00477 Document 18-1 Filed 07/11/23 Page 22 of 22 PageID #: 72