Lake Central School Corporation v. Jacobs and Maciejewski AIA and Associates Architects PC
Filing
63
OPINION AND ORDER denying 47 Motion to Dismiss Count II of Plaintiff' s Second Amended Complaint. Signed by Judge Rudy Lozano on 7/26/11. (mc)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF INDIANA
HAMMOND DIVISION
LAKE CENTRAL SCHOOL CORPORATION,
)
)
Plaintiff,
)
)
vs.
)
)
JACOB AND MACIEJEWSKI, A.I.A. AND )
ASSOCIATES, ARCHITECTS P.C.
)
d/b/a JMA ARCHITECTS, and
)
WM. J. HOEKSTRA, ENGINEERS, INC. )
)
Defendants,
)
)
* * *
)
)
JACOB AND MACIEJEWSKI, A.I.A. AND )
ASSOCIATES, ARCHITECTS P.C.
)
d/b/a JMA ARCHITECTS,
)
)
Counter-Claimant,
)
)
vs.
)
)
LAKE CENTRAL SCHOOL CORPORATION, )
)
Counter-Defendant,
)
)
* * *
)
)
JACOB AND MACIEJEWSKI, A.I.A. AND )
ASSOCIATES, ARCHITECTS P.C.
)
d/b/a JMA ARCHITECTS,
)
)
Third-Party Plaintiff,
)
)
vs.
)
)
WM. J. HOEKSTRA, ENGINEERS, INC. )
)
Third-Party Defendant.
)
NO. 2:10-CV-97
OPINION AND ORDER
This matter is before the Court on Defendant, WM. J. Hoekstra,
Engineers, Inc.’s Motion to Dismiss Count II of Plaintiff’s Second
Amended Complaint, filed on January 28, 2011.
For the reasons set
forth below, the motion is DENIED.
BACKGROUND
Plaintiff, Lake Central School Corporation (“LCSC”) entered into
an agreement with Jacobs and Maciejewski, A.I.A. and Associates,
Architects, P.C. (“JMA”) to provide design and construction drawing
and specifications for a project known as the LCSC Mechanical System
Replacement at Homan Elementary School (“Project”).
contracted with
provide
WM. J. Hoekstra, Engineers, Inc. (“Hoekstra”) to
mechanical
Project.
JMA in turn
and
electrical
engineering
services
for
the
Unsatisfied with the performance of the agreement, LCSC
brought suit against JMA.
JMA brought a counter-claim against LCSC
and also a third-party complaint against Hoekstra.
Thereafter LCSC
sought leave to amend its complaint, and it also added a claim against
Hoekstra.
The instant motion to dismiss was filed by Hoekstra pursuant to
Federal Rule of Civil Procedure 12(b)(6). Hoekstra alleges that Count
II of the Plaintiff’s Second Amended Complaint must be dismissed
because it asserts that Hoekstra is liable for breach of contract to
LCSC as a third-arty beneficiary of the contract between JMA and
Hoekstra, and Hoekstra contends that LCSC is not a third-party
beneficiary of that contract.
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DISCUSSION
Federal Rule of Civil Procedure 8(a) provides, in part: “[a]
pleading that states a claim for relief must contain: . . . a short
and plain statement of the claim showing that the pleader is entitled
to relief.”
Fed.R.Civ.P. 8(a).
In determining the propriety of
dismissal under Federal Rule of Civil Procedure 12(b)(6) for failure
to state a claim, the court must “take the complaint's well-pleaded
factual allegations as true and draw all reasonable inferences in [the
plaintiff’s] favor from those allegations.”
Abcarian v. McDonald,
2010 WL 3189153, *1 (7th Cir. 2010) (citing London v. RBS Citizens,
N.A., 600 F.3d 742, 745 (7th Cir. 2010)).
Dismissal under Rule
12(b)(6) is required if the complaint fails to describe a claim that
is plausible on its face. Sharp Elecs. Corp. v. Metro. Life Ins. Co.,
578 F.3d 505, 510 (7th Cir. 2009) (citing Ashcroft v. Iqbal, 129 S.Ct.
1937, 1949 (2009)).
A
complaint
is
not
required
to
contain
detailed
factual
allegations, but it is not enough merely that there might be some
conceivable set of facts that entitles the plaintiff to relief.
Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007).
Bell
A plaintiff has
an obligation under Rule 8(a)(2) to provide grounds of his entitlement
to relief, which requires more than labels and conclusions.
Id.
Factual allegations, taken as true, must be enough to raise a right
to relief above the speculative level.
Id.
The Seventh Circuit has
instructed that plaintiffs may not “merely parrot the statutory
language of the claims that they are pleading (something that anyone
could do, regardless of what may be prompting the lawsuit)” but must
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provide “some specific facts to ground those legal claims.”
v. Ross, 578 F.3d 574, 581 (7th Cir. 2009).
Brooks
The court clarified the
standard for dismissal under Rule 12(b)(6) as follows:
First, a plaintiff must provide notice to defendants of her claims. Second, courts must accept
a plaintiff's factual allegations as true, but
some factual allegations will be so sketchy or
implausible that they fail to provide sufficient
notice to defendants of the plaintiff's claim.
Third, in considering the plaintiff's factual
allegations, courts should not accept as adequate
abstract recitations of the elements of a cause
of action or conclusory legal statements.
Id.
Generally, in ruling on a motion to dismiss under Rule 12(b)(6),
a court may consider only the plaintiff’s complaint.
Rosenblum v.
Travelbyus.com Ltd., 299 F.3d 657, 661 (7th Cir. 2002).
However,
“[a] copy of a written instrument that is an exhibit to a pleading is
a part of the pleading for all purposes.”
Fed.R.Civ.P. 10(c).
Accordingly, the contracts attached to the amended complaint will be
considered by the Court.
Third-Party Beneficiary Status
The general rule is that “only parties to a contract or those in
privity with the parties have rights under a contract.”
OEC-
Diasonics, Inc. v. Major, 674 N.E.2d 1312 (Ind. 1996); see also Luhnow
v. Horn, 760 N.E.2d 621, 628 (Ind. Ct. App. 2001).
There is an
exception to this rule: one not a party may enforce the contract if
it is demonstrated that he is a third-party beneficiary.
A third party beneficiary contract requires
first, that the intent to benefit the third party
be clear, second, that the contract impose a duty
on one of the contracting parties in favor of the
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Id.
third party, and third, that the performance of
the terms necessarily render to the third party
a direct benefit intended by the parties to the
contract.
Mogensen v. Martz, 441 N.E.2d 34, 35 (Ind. Ct. App. 1982); see also
Luhnow, 760 N.E.2d at 628.
With regards to the intentions of the
contracting parties, the question of their intention “should be
gathered from the terms of the contract itself, considered in its
entirety against the background of the circumstances known to and
shown
to
surround
execution.”
the
contracting
parties
at
the
time
of
its
Jackman Cigar Mfg. Co. v. John Berger & Son Co., 52
N.E.2d 363 (Ind. App. 1944).
The question of the parties intent to
benefit the third-party beneficiary may be shown by naming the thirdparty beneficiary “or by other evidence demonstrating the intent or
understanding of the parties.”
Mogensen, 441 N.E.2d at 35.
In Luhnow v. Horn, the plaintiffs claimed they were third-party
beneficiaries to a repair contract between a drainage board and a
contractor.
Luhnow, 760 N.E.2d at 624.
The trial court granted a
motion for judgment on the pleadings pursuant to Trial Rule 12(c)1,
and an appeal ensued.
The Indiana Court of Appeals reversed, noting
that:
Whether or not the Luhnows actually were thirdparty beneficiaries is a decision that must be
made at a later date, either in a motion for
summary judgment or at trial. Whether or not one
is a third-party beneficiary is a fact question
dealing with the intent of the contracting
parties, and a judgment on the pleadings is not
the proper vehicle for making that determination.
1
The same standards that apply to 12(b)(6) motions also apply
to 12(c)motions. Buchanan-Moore v. County of Milwaukee, 570 F.3d
824, 827 (7th Cir. 2009).
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Id. at 627 (emphasis in original). On remand, the trial court granted
a motion for summary judgment in favor of the defendants.
The case
was again appealed, and the Indiana Court of Appeals affirmed the
trial court.
Id.
LCSC’s response to the instant motion argues, in part, that
dismissal of Count II is premature, and would be more appropriately
decided on summary judgment.
supports this position.
As outlined above, the case law firmly
Accordingly, the motion to dismiss must be
denied, and this Court expresses no opinion on whether LCSC is a
third-party beneficiary of the contract between JMA and Hoekstra.
Hoekstra’s Request that Portions of the Amended Complaint be Stricken
In addition to arguing that Count II of the amended complaint
should be dismissed, Hoekstra’s memorandum asks that paragraphs 48(e),
(f), and (i) be stricken as legally deficient.
Hoekstra claims that
these paragraphs “attempt to impose on Hoekstra duties it never agreed
to perform.” [DE 47-1 at 8].
The Court begins by noting that this request should have been
filed by way of a separate motion.
N.D. Ind. L.R. 7.1(b).
Nonethe-
less, in the interest of judicial economy, this Court will address the
request.
Federal Rule of Civil Procedure 12(f) provides that:
The court may strike from a pleading an insufficient defense or any redundant, immaterial,
impertinent, or scandalous matter.
Fed. R. Civ. P. 12(f).
Motions to strike are disfavored, and the
district court has wide discretion it deciding whether to strike
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matters from a pleading.
Heller Financial, Inc. v. Midwhey Powder
Co., Inc., 883 F.2d 1286 (7th Cir. 1989); Talbot v. Robert Matthews
Distrib. Co. 961 F.2d 654, 665 (7th Cir. 1992).
In its reply brief, Hoekstra relies on Arrow Petroleum Co. v.
Johnston, 162 F.2d 269 (7th Cir. 1947), to support its request.
In
Arrow Petroleum, the Court of Appeals for the Seventh Circuit ruled
that the district court did not error in striking a paragraph of the
defendants answer because it asserted a defense based on an oral
agreement predating the written agreement between the parties and was
therefore not an allowable defense.
Id. at 275.
The facts of Arrow
Petroleum are wholly different than the facts at issue here.
LCSC
argues that the duties asserted in these paragraphs are implied
obligations,
Hoekstra’s
a
contention
reply
brief
which
has
is
failed
not
wholly
implausible,
to
adequately
address
and
this
contention. Accordingly, after consideration of the amended complaint
and the parties briefing on the request to strike paragraphs 48(e),
(f) and (i), the Court finds that Hoekstra has failed to adequately
support its request, and this Court will not strike any portion of
paragraph 48.
CONCLUSION
For the reasons set forth above, Defendants’ Motion is DENIED.
The issue of whether LCSC is a third-party beneficiary of the contract
between JMA and Hoekstra is more appropriately addressed on summary
judgment or at trial.
DATED: July 26, 2011
/s/ RUDY LOZANO, Judge
United States District Court
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