CARPENTER et al v. WORLD KITCHEN, LLC et al

Filing 69

OPINION fld. Signed by Judge Jose L. Linares on 8/5/15. (sr, )

NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY

DANA CARPENTER and ANN
CARP ENTER,
Plaintiff,
Civil Action No. 14-399 1 (JLL)(JAD)

V.

WORLD KITCHEN, LLC; MACY’S INC.;
NEW ENGLAND MOTOR FREIGHT, INC.;
JOHN DOES 1-10; ABC CORPS. 1-10,
Defendant.
LINARES, District Judge.
This matter comes before the Court on New England
Motor Freight’s (“Third-Party
Defendant” or “NEMF”) motion to dismiss pursuant to Fed.
R. Civ. P. 12(b)(6). (ECF No. 60.)
NEMF seeks dismissal of the Third Party Complain
t and all claims asserted against it by
Defendant/Third Party Plaintiff World Kitchen (“World
Kitchen”). The Court has considered the
papers submitted in support of and in opposition to
the motion. For the reasons that follow,
NEMF’s motion to dismiss the Third Party Complaint and
all claims against it by World Kitchen
is GRANTED.

I. FACTUAL BACKGROUND’
Plaintiffs Dana Carpenter (“Mr. Carpenter”) and his
wife Ann Carpenter (“Mrs.
Carpenter”) filed a Complaint, First Amended Complain
t, and Second Amended Complaint in the

‘The facts alleged are properly accepted as true for the
purposes of this Opinion. See Nami v.
Fauver, 82 F.3d 63, 65 (3d Cir. 1996).

Middlesex County Superior Court of New Jersey. (ECF No. 1). Plainti
ffs allege that on or about
June 9, 2011, Mr. Carpenter was injured while in the employ of NEMF
. (Compl.

¶ 1). While

operating a tractor and a trailer owned by NEMF, the contents of
the trailer became unstable.
(CompL

¶

2, 3). As a result, the tractor and trailer overturned, allegedly
causing severe and

pennanent personal injuries to Mr. Carpenter. (Compi.

¶ 2). The trailer contained goods in transit

from World Kitchen to Macy’s, Inc. (“Macy’s”). Plaintiffs have
named World Kitchen as a
defendant, alleging that World Kitchen failed to properly secure
their merchandise, causing the
instability that led to the accident and Mr. Carpenter’s subsequent injurie
s. World Kitchen asserts
that they are not liable for any of the damages, and alleges that if
they are found liable, NEMF is
a joint tortfeasor and NEMF’s liability is primary, direct, and active.
In fact, World Kitchen filed
a third party Complaint seeking contribution (Count One) and
Indemnification (Count Two)
against NEMF, in response to which, NEMF filed the current Motion
to Dismiss.

IL MOTION TO DISMISS
NEMF seeks dismissal of the third party Complaint by way
of Motion filed June 18, 2015.

World Kitchen opposed the Motion, after being granted an extens
ion by this Court, on July 20,
2015. The Court takes into account each of the Parties arguments
for and against dismissal.
A. NEMF’s Arguments

N EMF asserts that World Kitchen has failed to state a claim
upon which relief can be granted
because the third party Complaint is barred by New Jersey’
s Workers Compensation Act
(“WCA”). Under New Jersey’s WCA, a third party cannot
maintain a claim for contribution
against the Plaintiff’s employer. NEMF cites several cases (that
indicate the WCA in New Jersey
provides for an absolute bar to third-party claims for contribution
against employers. NEMF also

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argues that because under the WCA, an employer is not liable in tort, an emplo
yer cannot be a
joint tortfeasor.
They further argue that the WCA permits claims for indemnificat
ion only in limited
circumstances in which an employer has expressly agreed to indemnify the
third party or where
there is an implied indemnification. NEMF correctly points out that
recovery under an implied
indemnification theory requires the third party to show that (1) there is a special
legal relationship
between the employer and the third party and (2) the third party’s liabilit
y is vicarious. Ryan v.
United States, 233 F. Supp.2d 668, 686 (D.N.J. 2002) (citing Ramos v. Brown
ing Ferris Indus. of
S. Jersey, 103 N.J. 177, 184 (1986)). NEMF alleges that there is no
special legal relationship

between NEMF and World Kitchen, as the term “special legal relationship”
in this context applies
only to parties that are “principal and agent, bailor and bailee, lessor and lessee,
or union and union
member.” Id. A contractual relationship does not create this relationship,
nor does a vendor-vendee
relationship. Id. Finally, NEMF argues, even if there were a special
relationship, NEMF is not
vicariously liable because “there is no allegation that NEMF loaded
the trailer with World
Kitchen’s goods, only conclusory allegations by World Kitchen that Carpen
ter was a negligent or
reckless driver and/or that the tractor/trailer was not properly maintained.”
(NEMF Br. at 7-8.)
B. World Kitchen’s Arguments
World Kitchen does not oppose dismissal of Count One of the ThirdParty Complaint with
respect to NEMF, as World Kitchen agrees that the Workers’ Compe
nsation Act does bar their
contribution claim.
However, World Kitchen opposes dismissal of Count Two and asserts
that World Kitchen
has established a clear basis for implied indemnification. World Kitche
n first alleges that NEMF
was negligent in allowing Mr. Carpenter to operate the vehicle contain
ing World Kitchen’s goods.

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World Kitchen alleges that Mr. Carpenter had previous operated vehicles
in an unsafe, negligent,
or reckless manner and that NEMF knew this, but directed him to transport

World Kitchen’s goods

anyway. (ECF No. 54 at 9). World Kitchen further alleges that NEMF
was careless, negligent,
and reckless in failing to properly train and supervise Mr. Carpenter
and that NEMF failed to
adequately maintain the vehicle Mr. Carpenter was operating.
World Kitchen further alleges that they do have a special legal relatio
nship with NEMF,
asserting that NEMF was the bailee of goods produced by World Kitche
n for sale to Macy’s. They
also allege that their liability to Plaintiffs is vicarious. They assert
that this allows for recovery
under a theory of implied indemnification. World Kitchen states that
NEMF’s proposition that a
theory of implied indemnification requires both vicarious liability and

a special legal relationships

is a misinterpretation of the law. World Kitchen cites Arcell v. Ashlan
d Chemical to support their
position, asserting that Arcell requires either vicarious liability or a
special legal relationship, but
not both. 152 N.J. Super. 471, 488-89 (Law Div. 1977). They argue
that though Ramos is more
recent, the Court relied upon Arcell and did not repudiate the test in
Arcell.

Further, World Kitchen

argues, though the Court in Ramos uses conjunctive language, it did
not intend to articulate a twopart conjunctive test. Finally, they argue that even under the conjun
ctive test, they can support a
theory of implied indemnification based on a bailor-bailee relatio
nship and that their alleged
liability is secondary to NEMF’s and vicarious.

III. LEGAL STANDARD

For a complaint to survive dismissal, it “must contain sufficient
factual matter

, accepted as

true, to ‘state a claim to relief that is plausible on its face.’ “Ashcr
oft v. Iqbal, 556 U.S. 62, 678
(2009) (citing Bell All. Corp. v. Twombly, 550 U.S. 544,
570 (2007)).

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In determining the

sufficiency of a complaint, the Court must accept all well-pleaded factual
allegations in the
complaint as true and draw all reasonable inferences in favor ofthe non-m
oving party. See Phillips
v. Cnty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). Additionally
, in evaluating a plaintiffs
claims, generally “a court looks only to the facts alleged in the compl
aint and its attachments
without reference to other parts of the record.” Jordan v. Fox, Rothschild,
O’Brien & Frankel, 20
F.3d 1250, 1261 (3d Cir. 1994).
Regarding Plaintiffs’ fraud claims, Fed. R. Civ. P. 9(b) requires that
“[i]n alleging fraud or
mistake, a party must state with particularity the circumstances
constituting fraud or mistake.
Malice, intent, knowledge, and other conditions ofa person’s mind maybe
alleged generally.”

Fed.

R. Civ. P. 9(b). Plaintiffs “alleging fraud must state the circumstances
of the alleged fraud[ulent
act] with sufficient particularity to place the defendant on notice of
the ‘precise misconduct with
which [it is] charged.’” Parkv. M& TBank Corp., No. 09—cv—029
21, 2010 WL 1032649, at *5
(D.N.J. Mar. 16, 2010) (citing Lum v. Bank of America, 361 F.3d
217, 223—24 (3d Cir.2004)).
Plaintiffs can satisfy this standard by alleging dates, times, places,
and other facts with precision.
Park. 2010 WL 1032649, at 5.
IV. DISCUSSION

At the outset, the Court notes that with regard to World Kitchen’s
claim for contribution,
World Kitchen concedes that this claim should be dismissed as to NEWF

as barred by the Worker’s

Compensation Act. This Court agrees and World Kitchen’s contrib
ution claim as to NEWF only
is dismissed with prejudice. Thus, the only remaining determination
for this Court is whether
World Kitchen has properly plead its indemnification claim and
finds that is has not.
The WCA grants employers immunity from suits by third-parties
seeking contribution or
indemnity. Though the WCA creates an absolute barrier agains
t contribution claims, it permits
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claims for indemnification in limited circumstances. “[A] third-party
may obtain indemnification
from an employer in an instance where an employer has expressly
agreed to indemnify the third
party.” Slater v. Skyhawk Transp., Inc., 77 F.Supp.2d 580, 586 (D.N.J
.1999). If there is no express
agreement, a third party may recover under an implied indem
nification theory. “The implied
indemnification doctrine is narrow, allowing the third party
to recover only if (1) a special legal
relationship exists between the employer and the third party, and
2 (2) the third party’s liability is
vicarious.” Ryan v. United States, 233 F.Supp.2d 668, 686 (D.N.J
.2002)(emphasis added). “A
special legal relationship exists” if the parties “are principal and
agent, bailor and bailee, lessor
and lessee, or union and union member.” See id. (citing Ramos,
103 N.J. at 189, 510 A.2d 1152).
Furthermore, “[a] contract does not alone create a special relatio
nship between the parties.” Id.
(citing Rarnos, 103 N.J. at 190, 510 A.2d 1152). “[A]llowing [a
third party’s] contract

...

to support

a claim for implied indemnification against [an employer] would
undermine the exclusive remedy
provision of the Workers’ Compensation Act.” Id.; see also Ryan,
676 233 F.Supp.2d at 686.
World Kitchen does not allege that NEMF has express indemnificat

ion obligations through

a contract between the parties. Instead, World Kitchen alleges
that a special legal relationship,
namely, a bailor-bailee relationship, existed between them due
to duties and obligations between
the parties. Notably however, World Kitchen does not expres
sly depict the factual basis to draw
this legal conclusion of a bailor-bailee relationship. Bailment,
in a basic sense, is “the rightful
possession of goods by one who is not the owner.” Zuppa
v. Hertz Corp., ill N.J. Super.
419, 423 (1970).

“It is the element of lawful possession, however created
, and the duty to

account for the thing as the property of another, that
creates the bailment, regardless of

2

This Court finds both prongs are required for this determination
, contrary to World Kitchen’s
assertion.
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whether such possession is based upon contract in the ordina
ry sense or not.” Ibid. A
bailor’s right to sue a bailee for negligence is well established
under New Jersey law.
Lembaga Enterprises, Inc. v. C’ace Trucking & Warehouse,
Inc., 320 N.J. Super. 501,507

(App. Div. 1999); see also Nopco Chem. Div. v. Blaw-Knox
Co., 59 N.J. 274, 278 (1971)
(wherein the purchaser of a machine brought suit against the
manufacturer “and all carriers
and bailees who successively, but unconnectedly, handle
d it until it reached its final
destination”).

However, although World Kitchen asserts that they have
a bailor-bailee

relationship with NEMF because NEMF was driving goods from
World Kitchen, they fail to
allege that the goods were theirs at the time of shipping. Thus, at the
time, the goods might have
already been sold to Macy’s, in which case Macy’s would have the
bailor-bailee relationship. In
any event, it is unclear from the face of the third party Complaint
whether there was or was not a
bailer-bailee relationship and for this reason, World Kitchen’s indem

nification claim is dismissed

without prejudice. World Kitchen shall be afforded twenty
(20) days to amend its third party
Complaint and properly plead the facts to which this Court can
determine if a claim for implied
indemnification has been sufficiently stated. World Kitchen may
therefore, in the interests of
efficiency, amend the third party Complaint to add any necess
ary facts to allege vicarious liability
given this Court’s determination that implied indemnification
requires both a special legal
relationship between the employer and the third party and
that the third party’s liability is
vicarious.

V. CONCLUSION

For the reasons set forth above, NEMF’s Motion to Dismiss, (ECF

No. 60), is GRANTED,

and World Kitchen’s third party Complaint is dismissed withou
t prejudice as leave to amend has

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.

been afforded by this Court.
An appropriate order accompanies this Opinion.
DATED:

L. LINARES
.S. DISTRICT JUDGE

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