FLAHERTY v. GUALA PACK NORTH AMERICA, INC. et al

Filing 83

OPINION. Signed by Judge Renee Marie Bumb on 3/27/2019. (rtm, )

[Dkt. No. 55]
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY
CAMDEN VICINAGE

CHRISTOPHER FLAHERTY,
Plaintiff,
Civil No. 17-8895(RMB/JS)
v.
GUALA PACK NORTH AMERICA,
INC., et al.,

OPINION

Defendants.

RENÉE MARIE BUMB, United States District Judge:
This matter comes before the Court upon the Motion to
Dismiss (“MTD”)[Dkt. No. 55], filed by Third-Party Defendant
Shelby Mechanical, Inc. (“Shelby”).

Specifically, Shelby’s

motion seeks the dismissal of the claims asserted in the ThirdParty Complaint [Dkt. No. 20] by Defendant/Third-Party Plaintiff
Lidestri Foods, Inc. (“Lidestri”), pursuant to Fed. R. Civ. P.
12(b)(6). For the reasons set forth herein, Shelby’s Motion to
Dismiss will be GRANTED, and Shelby will be DISMISSED as a
Third-Party Defendant in this matter.

I.

BACKGROUND & PROCEDURAL HISTORY
The Third-Party Complaint, filed by Lidestri, seeks

indemnification from Shelby in relation to the underlying claims

asserted in this action by Plaintiff Christopher Flaherty
(“Plaintiff), a former Shelby employee.

On August 24, 2017,

Plaintiff filed his original complaint in the Superior Court of
New Jersey, Camden County (Case No. L-003318-17), seeking
damages for injuries sustained during his employment with
Shelby.

The case was removed to this Court on October 23, 2017

[Dkt. No. 1] and Plaintiff filed an Amended Complaint on
December 8, 2017 [Dkt. No. 15], naming Lidestri, GEA Process
Engineering Company, Inc. (“GEA”), and Clayton H. Landis
Company, Inc. d/b/a CHL Systems (“CHL”), as defendants.
Lidestri is a food, drink, and spirit manufacturer. See
Pl.’s Am. Compl., ¶ 2.

GEA is an engineering company that,

among other things, provides and installs aseptic filling
systems for beverage manufacturers and bottlers. Id. at ¶ 3.

On

March 24, 2015, Lidestri purchased an “ECOSpin 2 Aseptic Filler”
(the “Filler”), an “extremely large and heavy” piece of
equipment, from GEA. Id. at ¶¶ 2, 10. After purchasing the
Filler, Lidestri contracted with CHL to oversee installation.
See Third-Party Compl., ¶ 16.

In turn, on August 3, 2015 and/or

August 11, 2015, CHL contracted with Shelby to provide necessary
labor, materials, equipment, and supervision to facilitate
installation and rigging of the Filler. Id. at ¶ 17.
In the course of Plaintiff’s employment with Shelby, he
assisted with the installation of the Filler at Lidestri’s food
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processing facility, located at 1550 John Tipton Boulevard,
Pennsauken, New Jersey. See Am. Complaint, at ¶ 9.

On August

25, 2015, Plaintiff was injured when the Filler slipped off a
dolly and landed on his leg, breaking his leg in multiple places
and trapping Plaintiff under the Filler.  Id. at ¶ 29.

On

December 8, 2017, Plaintiff filed his Amended Complaint,
asserting negligence claims against Lidestri, GEA, CHL, and John
Doe Defendants 1-5. Specifically, Plaintiff alleges that
Lidestri, GEA, and CHL, who all played some role in the
installation of the Filler, failed to follow or enforce proper
safety precautions during the installation of the Filler.
Plaintiff does not name Shelby as a defendant.
On December 29, 2017, Lidestri filed the Third-Party
Complaint seeking (1) contribution from GEA and CHL and (2)
indemnification from GEA, CHL, and Shelby. See Third-Party
Compl., at 6-8. Now, Shelby moves to dismiss Lidestri’s common
law and contractual indemnification claims under Fed. R. Civ. P.
12(b)(6).

II.

LEGAL STANDARD
To withstand a motion to dismiss under Federal Rule of

Civil Procedure 12(b)(6), “a complaint must contain sufficient
factual matter, accepted as true, to ‘state a claim to relief
that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S.

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662, 678 (2009)(quoting Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 570 (2007)). “A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to draw
the reasonable inference that the defendant is liable for the
misconduct alleged.” Id. at 662. “[A]n unadorned, the defendantunlawfully-harmed-me accusation” does not suffice to survive a
motion to dismiss. Id. at 678. “[A] plaintiff’s obligation to
provide the ‘grounds’ of his ‘entitle[ment] to relief’ requires
more than labels and conclusions, and a formulaic recitation of
the elements of a cause of action will not do.” Twombly, 550
U.S. at 555 (quoting Papasan v. Allain, 478 U.S. 265, 286
(1986)).
In reviewing a plaintiff’s allegations, the district court
“must accept as true all well-pled factual allegations as well
as all reasonable inferences that can be drawn from them, and
construe those allegations in the light most favorable to the
plaintiff.” Bistrian v. Levi, 696 F.3d 352, 358 n.1 (3d Cir.
2012).

When undertaking this review, courts are limited to the

allegations found in the complaint, exhibits attached to the
complaint, matters of public record, and undisputedly authentic
documents that form the basis of a claim. See In re Burlington
Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997);
Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998
F.2d 1192, 1196 (3d Cir. 1993).
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III. DISCUSSION
In its Motion to Dismiss, Shelby argues that Lidestri’s
common law and contractual indemnification claims are barred by
the exclusive remedy provision of the Workers’ Compensation Act
(the “Act“).

Under New Jersey law, “the exclusive-remedy

provision of the Workers’ Compensation Act precludes a claim for
contribution against an employer whose concurring negligence
contributed to the injury of an employee.” Ramos v. Browning
Ferris Indus. of S. Jersey, Inc., 103 N.J. 177, 185 (1986).
In response to Shelby’s motion, Lidestri argues that its
indemnification claims against Shelby are permissible under two
recognized exceptions to the Act. See Lidestri’s Brief in
Opposition to Shelby’s MTD (“Opp. Br.”)[Dkt. No. 58], at 4-5.
First, Lidestri notes that a third-party “may obtain
indemnification where that course is specifically permitted by
way of an express contract.” See Port Auth. of New York & New
Jersey v. Honeywell Protective Servs., Honeywell, Inc., 222 N.J.
Super. 11, 19 (App. Div. 1987).

Second, Lidestri argues that “a

third-party may seek recourse against an employer under the
theory of implied indemnification.”

See id. at 20.

The Court

finds that neither of these exceptions are applicable.

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A. Contractual/Express Indemnification
First, Lidestri claims that Shelby is “contractually
required to indemnify [Lidestri].” See Third-Party Compl., at ¶
27.

Indeed, “[n]othing in the Act precludes an employer from

assuming a contractual duty to indemnify a third party through
an express agreement.”

See Ramos, 103 N.J. at 191.

However,

Shelby argues that “no written contract has been produced by
Lidestri or any other party requiring contractual
indemnification and no such contract exists.” See MTD, at 5. 
Lidestri maintains that further discovery is necessary to
identify any contractual indemnification clauses. Opp. Br., at
5.

This Court disagrees with Lidestri.
In support of its motion, Shelby notes that Lidestri’s

complaint specifically references contracts between Shelby and
CHL on or about “August 3, 2015, and/or August 11, 2015.”
Third-Party Compl., at ¶ 17.

Accordingly, as an exhibit to its

Reply Brief [Dkt. No. 59], Shelby attaches the August 3, 2015
and August 11, 2015 proposals and purchase orders between Shelby
and CHL.

See Dkt. No. 59, at 10-23.

Shelby correctly points

out that neither of these referenced documents contain any
indemnification provision. See Reply Br., at 3.
Lidestri’s Third-Party Complaint references agreements
between Shelby and CHL on two specific dates and the documents
corresponding to those allegations clearly do not contain any
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indemnification provision.

As a general rule, a district court

ruling on a motion to dismiss may not consider documents
extraneous to the pleadings. See In re Rockefeller Ctr.
Properties, Inc. Securitites Litig., 184 F.3d 280, 292 (3d Cir.
1999)(citing In Re Burlington, 114 F.3d at 1426). However,
documents “integral to or explicitly relied upon in the
complaint” maybe considered “without converting the motion to
dismiss into one for summary judgment.” See id. (citing In Re
Burlington, 114 F.3d at 1426).
Because the August 3, 2015 and the August 11, 2015
agreements were explicitly referenced in the Third-Party
Complaint and are integral to the contractual indemnification
claim, the Court will consider them on this motion to dismiss.
Although the August 3, 2015 and August 11, 2015 agreements were
attached as exhibits to Shelby’s Reply Brief, rather than its
motion to dismiss, this Court sees no reason why it should not
consider documents that were clearly referenced in the Third
Party-complaint. See In Re Burlington, 114 F.3d at 1426
(“Plaintiffs cannot prevent a court from looking at the texts of
the documents on which its claim is based by failing to attach
or explicitly cite them”); see also Rao v. Anderson Ludgate
Consulting, LLC, 2017 WL 684517, at *2, n. 3 (D.N.J. Feb. 21,
2017)(granting motion to dismiss breach of contract claim after

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finding that document attached as exhibit to reply brief did not
contain an anti-solicitation provision).
Lidestri suggests that discovery is necessary to unearth
additional agreements containing an indemnification provision,
however, the Third-Party Complaint does not allege the existence
of any additional agreements.

Rather, the allegations

pertaining to Shelby, in the Third-Party Complaint, are limited
to the August 3, 2015 and August 11, 2015 agreements, which do
not provide for indemnification.

As articulated by other courts

in this district, “reliance on future discovery to uncover a
possible basis for indemnification is not a ground to survive a
motion to dismiss.” Katz v. Holzberg, 2013 WL 5946502, at *5
(D.N.J. Nov. 4, 2013); see also Ogbin v. GE Money Bank, 2011 WL
2436651, n. 3 (D.N.J. June 13, 2011)(“A plaintiff's request for
discovery cannot serve as a basis to deny a defendant's motion
to dismiss, as the filing of such a motion serves to protect a
defendant from being subjected to discovery, during which a
plaintiff hopes that facts will be unearthed to support
plaintiff's speculation.”); Giovanelli v. D. Simmons Gen.
Contracting, 2010 WL 988544, at *5 (D.N.J. Mar. 15, 2010)
(“Discovery ... cannot serve as a fishing expedition through
which plaintiff searches for evidence to support facts he has
not yet pleaded”).

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As neither the August 3, 2015 nor the August 11, 2015
documents include any indemnification language, and Lidestri has
not alleged the existence of any additional agreements to which
Shelby was a party, this Court must dismiss Lidestri’s
contractual indemnification claim.

B. Implied Indemnification
Next, Lidestri claims that Shelby is “liable to Third-Party
Plaintiff by way of indemnification, common law or otherwise.”
Third-Party Compl., at ¶ 17.

Regarding implied indemnification,

Shelby argues that “there are no allegations in the third-party
complaint which would support any such claim.”

Reply Br., at 4.

This Court agrees with Shelby.
For a third-party to recover on a theory of implied
indemnification by an employer, the third-party must establish
that a “special legal relationship exists between the employer
and third party, and the liability of the third party is
vicarious.”

Ramos, 103 N.J. at 189.

For a relation to be a

“special legal relationship” it must be “sufficient to impose
certain duties and [such that] a subsequent breach of those
duties permits an implied indemnification.” See Rao, 2017 WL
684517, at *4 (quoting Katz v. Holzberg, 2013 WL 5946502, at
*3).

Furthermore, “implied indemnification by way of a special

relationship is a ‘narrow doctrine’ that is not frequently

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stretched beyond the examples of principal-agent, employeremployee, lessor-lessee, and bailor-bailee.” Katz v. Holzberg,
2013 WL 5946502, at *3.
In this case, Lidestri has not alleged the existence of any
special relationship between itself and Shelby.

In response to

the Motion to Dismiss, Lidestri argues that “[d]iscovery is
needed to determine the relationships between all parties,
including Lidestri, Shelby, CHL and GEA.” See Opp. Br., at 5.
The Court finds this argument unpersuasive and will not allow
the issue, unsupported by any substantive allegations in the
Third-Party Complaint, to proceed to discovery based on pure
speculation.
Even reviewing the third-party claims in the light most
favorable to Lidestri, the underlying facts alleged in the
Third-Party Complaint suggest nothing more than a business
relationship between the parties.

Courts have previously noted

that a “longstanding business relationship” is not enough to
show that a special legal relationship exists for
indemnification purposes. See Rao, 2017 WL 684517, at *4.

As

noted by the Supreme Court of New Jersey, “the relationship
between vendor and vendee will not support a claim for implied
indemnification by a third-party vendor against an employervendee.” Ramos, 103 N.J. at 189; see also Carpenter v. World
Kitchen, LLC, 2015 WL 4647963, at *2 (D.N.J. Aug. 5, 2015)(“A
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contractual relationship does not create this [special]
relationship, nor does a vendor-vendee relationship”). Indeed,
“implied indemnification, in the absence of an independent duty,
would subvert the legislative intent to restrict the employer’s
liability to the Workers’ Compensation Act.” Id.
In the absence of any allegations of a special relationship
between the parties, let alone any allegations of underlying
facts sufficient to support a special relationship, this Court
must dismiss Lidestri’s implied indemnification claim against
Shelby.

IV.

CONCLUSION
For the foregoing reasons, Third-Party Defendant Shelby’s

Motion to Dismiss will be GRANTED.

Accordingly,

Defendant/Third-Party Plaintiff Lidestri’s claims against Shelby
will be DISMISSED.

An Order consistent with this Opinion shall

issue on this date.
DATED: March 27, 2019

s/Renée Marie Bumb
RENÉE MARIE BUMB
UNITED STATES DISTRICT JUDGE 

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