D2 Productions, Inc. v. Cornell Haynes, et al.

                 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.”).                                            
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.  In 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 
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, 
 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 
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).  The 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.”).                                                            
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).                                                               
    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, 
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,  the  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, 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 the Third Circuit in Board of Chosen Freeholders of County 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).    
Ii.       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.                   eC 
                                      LU 
                                       UNITED STATES DISTRICT JUDGE 

                                       -10-