Main Iron Works LLC v. Rolls-Royce Marine North America, Inc.

Filing 51

ORDER AND REASONS denying 40 Motion to Dismiss for Failure to State a Claim. Signed by Judge Jane Triche Milazzo. (Reference: 14-2450)(ecm)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
MAIN IRON WORKS LLC

CIVIL ACTION

VERSUS

NO. 14-1109 c/w14-2450

ROLLS ROYCE MARINE
NORTH AMERICA, INC.

SECTION "H"(4)
(applies to 14-2450)

ORDER AND REASONS
Before the Court is Defendants' Motion to Dismiss for Failure to State a
Claim (R. Doc. 40). For the following reasons, this Motion is DENIED.
BACKGROUND
This is a maritime action arising out of the repair of a vessel. Movants
Harbor Docking & Towing Co. and Point Comfort Towing, Inc. (collectively
"Movants") contracted with several entities for the construction of two
vessels—the M/V Carl and M/V Pat. Specifically, Movants engaged Main Iron
Works, LLC ("MIW") to build the vessels and Rolls-Royce Marine North America,

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Inc. ("Rolls Royce") to install a z-drive propulsion system in the boats (the "zdrive" or "thruster").
During a sea trial of the M/V Carl, the z-drive was damaged when it
ingested a tire. MIW removed the tire and contacted Rolls Royce to repair the
damage caused by the ingestion of the tire. Rolls Royce repaired the thruster
and invoiced MIW for almost $450,000. MIW refused to pay and filed a petition
in state court for a declaratory judgment that it does not owe Rolls Royce for the
repairs.
After removing the action to this Court, Rolls Royce brought
counterclaims against MIW requesting payment under various legal theories,
including breach of contract, open account, promissory estoppel, negligent
misrepresentation, quantum meruit, and unjust enrichment. Subsequently,
Rolls Royce also filed a separate action against Movants, which was consolidated
with the first action, seeking payment for the same repair under the theories of
quantum meruit and unjust enrichment.
Prior to Rolls Royce's suit against Movants in this Court, Movants had
brought suit in a state court in Calcasieu Parish against MIW, Rolls Royce, and
other entities involved in the design and construction of the M/V Carl and M/V
Pat (the "First-Filed Suit"). In that suit, Movants allege breach of contract and
negligent design, construction, and repair of the vessels. One of the defendants
in the First-Filed Suit removed the action to federal court, but the court
subsequently granted a motion to remand. The suit remains pending in state
court in Calcasieu Parish.

2

Prior to the remand of the First-Filed Suit becoming final, Movants filed
a Motion to Dismiss, Transfer, or Stay the case pending in front of this Court
based on the first-to-file rule. The motion was denied in light of the fact that the
First-Filed Suit had since been remanded back to state court, and there was
therefore no federal court to which this Court could transfer the matter. The
Court expressly noted that Movants failed to brief any other theories under
which it could consider transferring, dismissing, or staying this matter, and
therefore, the Court declined to consider any.
Movants now ask this Court to dismiss Rolls Royce's quantum meruit and
unjust enrichment claims for failure to state a claim pursuant to Federal Rule
of Civil Procedure 12(b)(6).1
LEGAL STANDARD
To survive a Rule 12(b)(6) motion to dismiss, a plaintiff must plead enough
facts "to state a claim to relief that is plausible on its face."2 A claim is "plausible
on its face" when the pleaded facts allow the court to "[d]raw the reasonable
inference that the defendant is liable for the misconduct alleged."3 A court must
accept the complaint's factual allegations as true and must "draw all reasonable

1

The quasi-contractual quantum meruit theory of enrichment without cause
incorporates the principles of unjust enrichment, Cent. Facilities Operating Co. v. Cinemark
USA, Inc., 36 F. Supp. 3d 700, 707 (M.D. La. 2014), and the terms will, therefore, be used
interchangeably throughout this Order.
2

Ashcroft v. Iqbal, 556 U.S. 662, 667 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550
U.S. 544, 547 (2007)).
3

Id.

3

inferences in the plaintiff's favor."4 The Court need not, however, accept as true
legal conclusions couched as factual allegations.5
To be legally sufficient, a complaint must establish more than a "sheer
possibility" that the plaintiff's claims are true.6 "A pleading that offers 'labels
and conclusions' or 'a formulaic recitation of the elements of a cause of action'"
will not suffice.7 Rather, the complaint must contain enough factual allegations
to raise a reasonable expectation that discovery will reveal evidence of each
element of the plaintiffs' claim.8
LAW AND ANALYSIS
As a threshold matter, Rolls Royce argues that Movants have waived their
right to file this motion pursuant to Federal Rule of Civil Procedure 12(g). Rule
12(g)(2) states that, with a few exceptions, "a party that makes a motion under
[Rule 12] must not make another motion under this rule raising a defense or
objection that was available to the party but omitted from its earlier motion."9
Rolls Royce argues that Movants' first motion, which asked this Court to
dismiss, transfer, or stay this litigation pursuant to the first-to-file rule, was
tantamount to a Rule 12(b)(1) motion for abstention. Rolls Royce argues that
because the First-Filed Suit had already been remanded back to state court at
4

Lormand v. U.S. Unwired, Inc., 565 F.3d 228, 232 (5th Cir. 2009).

5

Iqbal, 556 U.S. at 667.

6

Id.

7

Id. at 678 (quoting Twombly, 550 U.S. at 555).

8

Lormand, 565 F.3d at 255–57.

9

Fed. R. Civ. P. 12.

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the time Movants filed their first motion, the only doctrine under which this
Court could have dismissed, transferred, or stayed this suit was an abstention
doctrine. While true, Movants' first motion was completely devoid of any
mention of abstention, and instead, relied entirely on the first-to-file rule.
Indeed, this Court's Order even noted that "Movants failed to brief this Court on
any additional theories under which it should consider dismissing, transferring,
or staying this litigation."10

Accordingly, this Court declines to construe

Movants' first motion as a Rule 12 motion for abstention when it made no
mention of such. Rolls Royce has not argued, and this Court could find no case
stating, that a motion under the first-to-file rule is a Rule 12 Motion. Therefore,
this Court holds that the instant Motion is the first by Movants pursuant to Rule
12, and Movants have therefore not waived their right to bring it.
In this Motion, Movants argue that Rolls Royce cannot bring a quantum
meruit or unjust enrichment claim against them when it has claims against
MIW for the same repair. Indeed, Rolls Royce admits that its claims against
Movants are brought as an alternative in the event that the Court finds that no
contract exists between Rolls Royce and MIW and that MIW is therefore not
liable for the repairs.
The five requirements for a showing of unjust enrichment . . . are:
(1) there must be an enrichment, (2) there must be an
impoverishment, (3) there must be a connection between the
enrichment and resulting impoverishment, (4) there must be an
absence of “justification” or “cause” for the enrichment and
impoverishment, and (5) there must be no other remedy at law
10

R. Doc. 33.

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available to plaintiff.11
Because Rolls Royce has properly alleged that Movants, as owners of the M/V
PAT and CARL, have benefitted from the repair of the damaged thruster for
which Rolls Royce seeks payment, the only element at issue here is the fifth:
whether Rolls Royce has another remedy at law. Louisiana Civil Code article
2298 expressly states that the remedy of unjust enrichment "is subsidiary and
shall not be available if the law provides another remedy for the impoverishment
or declares a contrary rule."12 The Louisiana Supreme Court has stated that
unjust enrichment is a remedy of last resort in Louisiana.13 Therefore, if a
plaintiff has a valid claim under any legal theory, he may not pursue a claim of
unjust enrichment.14 Indeed, the Louisiana Supreme Court has held that "[t]he
mere fact that a plaintiff does not successfully pursue another available remedy
does not give the plaintiff the right to recover under the theory of unjust
enrichment."15 "It is not the success or failure of other causes of action, but
rather the existence of other causes of action, that determines whether unjust
enrichment can be applied."16
Further, "[t]he Louisiana courts of appeals have also made clear that an
unjust enrichment claim will not lie so long as the law provides a remedy for the
11

Baker v. Maclay Properties Co., 648 So. 2d 888, 897 (La. 1995).

12

La. Civ. Code art. 2298.

13

Walters v. MedSouth Record Mgmt., LLC, 38 So. 3d 243, 244 (La. 2010).

14

Id.

15

Id.

16

USA Disaster Discovery, Inc. v. St. Tammany Parish Gov't, 111 So. 3d 425, 430 (La.
App. 1 Cir. 2012) writ granted, judgment rev'd sub nom. USA Disaster Recovery, Inc. v. St.
Tammany Parish Gov't, 145 So. 3d 235 (La. 2013).

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enrichment against anyone, not only the defendant against whom the unjust
enrichment claim is asserted."17 Therefore, a plaintiff is precluded from bringing
a claim for unjust enrichment even when he has a claim against someone other
than the enriched party.
Movants argue that Rolls Royce is not entitled to bring an unjust
enrichment claim against them because it has a breach of contract claim against
MIW for the same repair. In response, Rolls Royce argues that because MIW
disputes that a contract even exists between it and Rolls Royce, it is premature
to dismiss Rolls Royce's unjust enrichment claims against Movants because it
has not yet been established whether Rolls Royce actually has another remedy
at law, i.e. a breach of contract claim. This Court agrees with Rolls Royce. "It
is not the success or failure of other causes of action, but rather the existence of
other causes of action, that determines whether unjust enrichment can be
applied."18 If this Court finds that no contract exists between MIW and Rolls
Royce, a breach of contract or open account claim likewise does not exist.19 "In
17

Williams v. Chesapeake Louisiana, Inc., No. 10-1906, 2013 WL 951251, at *7 (W.D.
La. Mar. 11, 2013) ("When the law only provides a remedy against someone who is not the
enriched defendant, a cause of action against the enriched defendant is still not available.");
see, e.g., Fagot v. Parsons, 958 So. 2d 750, 753 (La. App. 4 Cir. 2007) ("There are two other
remedies that do not involve Ms. Laborde—one against Johnson Rice, which has already been
exercised, and another against the actual tortfeasor, Mr. Parsons. Because of the availability
of other remedies, under the holding of the Baker case, Ms. Fagot has no cause of action
against Ms. Laborde for unjust enrichment."); Hall v. James, 986 So. 2d 817, 819 (La. App. 2
Cir. 2008); Soileau v. ABC Ins. Co., 844 So. 2d 108, 111 (La. App. 3 Cir. 2003).
18

USA Disaster Discovery, Inc., 111 So. 3d at 430.

19

"To prevail on a suit on open account, the creditor must prove that the debtor
contracted for the services on an open account. There must necessarily be a contract which
gave rise to the debt." Dixie Mach. Welding & Metal Works, Inc. v. Gulf States Marine
Technical Bureau, Inc., 692 So. 2d 1167, 1169 (La. App. 5 Cir. 1997).

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the absence of a contract or agreement, enrichment without cause provides the
only legal remedy for a plaintiff's recovery."20 On the other hand, "the existence
of a claim on an express or implied contract precludes application of the unjust
enrichment theory, because the potential claim constitutes a practical remedy
at law available to the impoverishee."21 Accordingly, dismissal of Rolls Royce's
unjust enrichment claim against Movants would be premature because it has not
yet been shown that Rolls Royce has another remedy at law. If this Court later
decides that a contract exists between Rolls Royce and MIW, Movants are
invited to reurge a motion based on this theory.
CONCLUSION
For the foregoing reasons, this Motion is DENIED.

New Orleans, Louisiana, this 29th day of June, 2015.

___________________________________
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE
20

Cent. Facilities Operating Co. v. Cinemark USA, Inc., 36 F. Supp. 3d 700, 707 (M.D.
La. 2014); see Villars v. Edwards, 412 So. 2d 122, 125 (La. App. 1 Cir. 1982) ("Hence, although
no oral contract was consummated between the parties because there was no "meeting of the
minds" as to price, we hold that Villars is entitled to recover under the quasi-contractual theory
of quantum meruit . . . .").
21

E.g., Garber v. Badon & Ranier, 981 So. 2d 92, 100 (La. App. 3 Cir. 2008); Morphy,
Makofsky & Masson, Inc. v. Canal Place 2000, 538 So. 2d 569, 572 (La. 1989).

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