Commerce and Industry Insurance Company v. WMS Solutions, LLC
MEMORANDUM ORDER denying 34 MMOTION to Strike 31 Answer to Amended Complaint. Signed by Judge Theodore D. Chuang on 10/27/2015. (aos, Deputy Clerk)
UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
COMMERCE AND INDUSTRY
Civil Action No. TDC-14-1182
WMS SOLUTIONS, LLC,
On April 27, 2015, Plaintiff Commerce and Industry Insurance Company ("Commerce")
filed a Motion to Strike the Affirmative Defenses of Defendant WMS Solutions, LLC ("WMS").
ECF No. 34. For the reasons set forth below, the Motion is DENIED.
The facts underlying this case are described in the Court's
granting WMS's Motion to Vacate the Clerk's Entry of Default. ECF No. 29. As relevant here,
the central dispute in this case is whether WMS paid Commerce the required premiums for
workers' compensation insurance policies.
thousand dollars in unpaid premiums.
contract and quantum meruit.
Commerce alleges that WMS owes several hundred
Commerce thus pleads causes of action for breach of
In its Answer to that Complaint, WMS asserts three affirmative
defenses: (I) that the Complaint fails to state a claim upon which relief may be granted, (2) that
Commerce's claims are barred by the terms of the contract, and (3) that Commerce's
barred by payment.
WMS otherwise denies all of Commerce's allegations without elaboration.
Commerce asserts that the affirmative defenses must be stricken because WMS fails to plead a
"single fact" in support of them. Mot. Strike at 3.
Federal Rule of Civil Procedure 12(f) permits district courts to "strike from a pleading an
insufficient defense or any redundant, immaterial, impertinent, or scandalous matter." However,
Rule 12(f) motions are generally viewed with disfavor "because striking a portion of a pleading
is a drastic remedy and because it is often sought by the movant simply as a dilatory tactic."
Waste Mgmt. Holdings, Inc. v. Gilmore, 252 F.3d 316,347 (4th Cir. 2001) (internal citations and
quotation marks omitted).
Whether affirmative defenses are subject to the pleading standards
laid out by the United States Supreme Court in Ashcroft v. Iqbal, 556 U.S. 662 (2009), and Bell
Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), is an open question.
Neither the Supreme
Court nor the United States Court of Appeals for the Fourth Circuit has addressed the issue, and
the district courts within this Circuit are divided. Compare Haley Paint Co. v. E.I Du Pont De
Nemours & Co., 279 F.R.D. 331, 335-336 (D. Md. 2012) (Iqbal/Twombly standard applies to
Answers) and Aguilar v. City Lights of China Restaurant, Inc., No. DKC-II-2416,
5118325 at *2-4 (D. Md. Oct. 24, 2011) (same) with Lockheed Martin Corp. v. United States,
973 F. Supp. 2d 591, 593-95 (D. Md. 2013) (Iqbal/Twombly standard does not apply to Answers)
and Lopez v. Asmar's Mediterranean Food, Inc., No. 1:10cvI218, 2011 WL 98573 at *2 (E.D.
Va. Jan. 10,2011) (same).
In this District, courts that have applied the Iqbal/Twombly
standard to affirmative
defenses have underscored the importance of plaintiffs receiving fair notice of defendants'
claims and emphasized that the lack of factual support for affirmative defenses could leave
plaintiffs at a disadvantage in discovery. See, e.g., Aguilar, 2011 WL 5118325 at *3. Courts in
this District that have declined to apply the Iqbal/Twombly standard to affirmative defenses have
noted that the language of Rule 8(a)(2), requiring that a complaint contain "a short and plain
statement of the claim showing that the pleader is entitled to relief," differs noticeably from that
of Rule 8(b), which requires that an answer "state in short and plain terms its defenses to each
claim asserted against it" and permits a general denial of all allegations.
Fed. R. Civ. P. 8(a)(2);
They also reason that
See, e.g., Lockheed Martin, 973 F. Supp. 2d at 594.
reciprocal requirements for complaints and answers may not be appropriate because defendants
generally have significantly less time than plaintiffs to craft their pleadings and thus cannot be
expected to develop their supporting facts in as much detail. See id.
The arguments against applying the Iqbal/Twombly standard to affirmative defenses are
sufficiently compelling that this Court is not inclined to hold affirmative defenses to that
standard in the absence of Fourth Circuit guidance to do so. This case, however, does not require
the Court to decide this issue. Because striking all or a portion of a pleading is such a "drastic
Waste Mgmt. Holdings, 252 F.3d at 347, to succeed on a motion to strike an
affirmative defense, plaintiffs must demonstrate that they will be prejudiced if the defense is not
stricken. See, e.g., Haley Paint, 279 F.R.D. at 337 (denying motion to strike because "Plaintiffs
no prejudice that would result from a denial of their motion");
Underwriters at Lloyd's, London v. R.J. Wilson & Assoc., Ltd., No. CCB-ll-1809,
2945489 at *5 (D. Md. July 17, 2012) ("Even if the [Iqbal/Twombly] pleading standards do
apply, [plaintiff] has not demonstrated prejudice").
Here, Commerce cannot make that showing.
WMS's defenses that Commerce's claims are barred by the terms of the contract and that
they are barred by payment are "traditional contract law defenses that do not stray far from
addressing the prima facie case." Certain Underwriters, 2012 WL 2945489 at *5. Commerce's
assertion that it is unable "to investigate or respond to the defenses" is therefore unpersu~sive.
Mot. Strike at 3. The terms of the contract, and whether WMS abided by those terms, will
certainly be at the heart of discovery, and Commerce has adequate information
contract and WMS's payments to enable it to craft effective discovery requests.
Underwriters, 2012 WL 2945489 at *5 (denying motion to strike because the traditional defenses
'advanced by the defendant "would not significantly affect the scope of discovery"); GN Hearing
Care Corp. v. Advanced Hearing Centers, Inc., No. WDQ-12-3181, 2013 WL 4401230 at *1 (D.
Md. Aug. 14, 2013) (denying motion to strike because the plaintiff could "acquire ... the
necessary facts through discovery").
Commerce therefore has not demonstrated that it will be
prejudiced if these affirmative defenses are not stricken.
As for the affirmative defense of failure to state a claim, Form 30 in the Appendix to the
Federal Rules of Civil Procedure makes clear that it is sufficient for a defendant to plead failure
to state a claim as a defense, without supplementing
the defense with additional
Federal Rule of Civil Procedure 84 states that "the forms in the Appendix suffice
under these rules and illustrate the simplicity and brevity that these rules contemplate."
Civ. P. 84.
Form 30 provides the following as an example of a sufficient defense to a
"The complaint fails to state a claim upon which relief can be granted."
Fed. R. Civ. P. App. Form 30.
As WMS's defense of failure to state a claim corresponds
precisely to the example in Form 30, the Court will not employ the "drastic remedy" of striking
the defense under Rule 12(f). Barry v. EMC Mortg., No. DKC 10-3120,2011
WL 4352104, at
*4 (D. Md. Sept. 15, 2011) (declining to strike affirmative defense of failure to state of claim
because it comported with Form 30).
Accordingly, it is hereby ORDERED that Commerce's Motion to Strike, ECF No. 34, is
Date: October 27,2015
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