James v. Terex Corporation

Filing 28

ORDER denying as moot Defendant's first 4 Motion to Dismiss; granting Defendant Terex Financial Services, Inc.'s second 19 Motion to Dismiss. Signed by Chief Judge Lisa G. Wood on 12/12/2016. (ca)

In tl^e tKmteb States: l^tsctrict Court
for
^outfiem BifiCtnct of <(leorgta
Ws-pttoisi Btlitsston
JOHN JAMES, individually,
and ROW EQUIPMENT, INC.,

Plaintiffs,
CV 516-60
V.

TEREX USA, LLC, d/b/a
TEREX ENVIRONMENTAL

EQUIPMENT, and TEREX FINANCIAL
SERVICES, INC.,
Defendants.

ORDER

Pending

before

the

Court

is

Defendant

Terex

Financial

Services, Inc.'s (^'Defendant") First Motion to Dismiss (Dkt. No.
4) and Second Motion to Dismiss (Dkt. No. 19)

now

ripe

for

Defendant's

decision.

Second

and Defendant's

Motion to

For

the

Dismiss

First Motion to

reasons
(Dkt.

The motions are

stated

No. 19)

below.

is GRANTED

Dismiss (Dkt. No. 4) is DENIED

AS MOOT.

^

The

Court

notes

that

the

docket

reflects

that

Terex USA,

LLC

and

Terex

Financial Services, Inc. (the movant here) are separate legal entities for

the purposes of this suit. Terex USA, LLC has made it clear that it has not
attempted to renew a previous motion to dismiss (Dkt. No. 4) seemingly filed
jointly with that of Terex Financial Services, Inc.
(Dkt. No. 26
(incorporating Terex USA, LLC's previous Answer to Plaintiffs' Amended
Complaint but not indicating a renewal of the previously filed motion to
dismiss)).

Therefore, the

(Dkt. No. 4) to be moot.

Court considers the earlier

Motion to Dismiss

Factual Background

Terex USA, LLC C^Terex USA") is a Connecticut-based company

which

sells

industrial

wood

chippers.

Defendant

is

a

Connecticut-based company which provides financing for buyers of
Terex

USA's

Georgia.

products.

On

Equipment

or

("Row")

Plaintiffs

around

September

entered

into

a

are

6,

both

2012,

financing

residents

Plaintiff
contract

of

Row
with

Defendant to purchase an industrial wood chipper ("Chipper 1")

manufactured by Terex USA.

Dkt. No. 15 H 8.

Plaintiff John

James ("James") personally guaranteed the contract.
Plaintiffs

allege

that

Chipper

purchased

another industrial

was

financed

also

personally

by

guaranteed

1

wood

was

contract.

Chipper 2 was also defective.

Row

M.

^

15.

James

Plaintiffs

also

allege

that

Plaintiffs allege that Defendant

knew that both Chipper 1 and Chipper 2 were defective.
19.

later

chipper ("Chipper 2"), that

Defendant.
this

defective.

H 9.

f

Plaintiffs now bring this action as a result of Terex USA's

contracts

agreements.

and

Defendant's

enforcement

of

the

financing

H 29.
LEGAL STANDARD

When ruling on a motion to dismiss brought pursuant to Rule
12(b)(6), a district court must accept as true the facts as set

forth in the complaint and draw all reasonable inferences in the
plaintiff's favor.

Randall v. Scott, 610 F.3d 701, 705 (11th

Cir. 2010).

Although a complaint need

not contain detailed

factual allegations, it must contain sufficient factual material
^'to raise a right to relief above the speculative level."
Atl. Corp. V. Twombly, 550 U.S. 544, 555 (2007).

a

complaint

should

''contain

either

direct

Bell

At a minimum,

or

inferential

allegations respecting all the material elements necessary to
sustain a recovery under some viable legal theory."

Fin. Sec.

Assurance, Inc. v. Stephens, Inc., 500 F.3d 1276, 1282-83 (11th

Cir. 2007) (per curiam) (quoting Roe v. Aware Woman Ctr. for
Choice, Inc., 253 F.3d 678, 683 (11th Cir. 2001)).
DISCUSSION

Defendant seeks dismissal of Plaintiffs' breach of contract

and

fraudulent

inducement

claims.

Connecticut contract law applies

Both

to

parties

this case.

agree

Dkt.

that

No.

3.

Furthermore, the parties agree that Plaintiffs cannot state a
claim for either breach of contract or fraudulent inducement at
this time.

at 3-4.

Instead, Plaintiffs seek to amend their Complaint to allege

that they suffered "damages as a result of the unconscionable
contract entered into with [Defendant]."

freely

grant

amendments.
2001).

would

leave

to

amend,

it

While the Court must

need

not

allow

futile

Bryant v. Dupree, 252 F.3d 1161, 1163 (11th Cir.

The Court finds that the Plaintiffs' proposed amendment

be futile.

The

doctrine of

unconscionability is not a

separate claim, but rather, a defense to contract enforcement.
Defendant has not filed any counterclaims in this action, and
Plaintiffs cannot seek to use a shield as a sword by adding a

''claim" for unconscionability to their Complaint.

See Shaw v.

Gen. Elec. Co., 492 F. Supp. 779, 780 (N.D. Ala. 1980) (finding

that "[s]eparate defenses do not make separate and independent
claims"); see also Ratliff v. McDonald, 756 S.E.2d 569, 575 (Ga.

Ct. App.

2014)

separate claim).

(holding

defense

could

not be asserted as a

Plaintiffs' case citations reflect this same

principle.

See Bender v. Bender, 975 A.2d 636 (Conn. 2009)

(explaining

that

unconscionability

is

a

defense

to

contract

enforcement); Sablosky v. Edward S. Gordon Co., 535 N.E.2d 643,

646-47 (N.Y. 1989) (discussing unconscionability in the context

of invalidating an arbitration agreement); Deutsche Bank Nat'l
Tr. V. Belizaire, No. FST-CV-065002704S, 2011 WL 3586487, at *9

(Conn. Sup. Ct. July 13, 2011) (discussing unconscionability as
a defense to counterclaims).

As such, the doctrine of unconscionability only applies as
a defense to contract enforcement, rather than as an alternative

theory for a breach of contract claim.

Therefore, Plaintiffs

cannot

add

amend

their

Complaint

to

unconscionability because no such claim exists.
will grant Defendant's Motion to Dismiss.

a

claim

for

Thus, the Court

CONCLUSION

For the reasons set forth above, Defendant Terex Financial

Services,

Inc.'s

hereby GRANTED.

second

Motion

to

Dismiss

(Dkt.

No.

19)

As such, Defendant's first Motion to Dismiss

(Dkt. No. 4) is DENIED AS MOOT.

SO ORDERED, this 12th day of December, 2016.

LISA GODBEY WOOD, CHIEF JUDGE
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF GEORGIA

D72A

ev. 8/82)

is