MEDITERRANEAN SHIPPING COMPANY (USA) INC. v. SHANDEX CORPORATION

Filing 14

AMENDED MEMORANDUM OPINION AND ORDER; that Defendant's motion to dismiss (ECF No. 8) is DENIED.. Signed by Judge Claire C. Cecchi on 3/23/2017. (ld, )

NOT FOR PUBLICATION
UNITED STATES DISTRICT COURT
DISTRICT OF NEW JERSEY
MEDITERRANEAN SHIPPING COMPANY
(USA) INC.,

Civil Action No.: 16-2595-CCC-JBC

Plaintiff,

AMENDED MEMORANDUM OPINION
& ORDER

V.

SHANDEX CORPORATION,
Defendant.

CECCHI, District Judge.
This matter comes before the Court by way of motion of Defendant Shandex Corporation
(“Defendant” or “Shandex”) to dismiss the Complaint of Plaintiff Mediterranean Shipping
Company (USA) Inc. (“Plaintiff’ or “MSC”) for lack of subject matter jurisdiction, failure to state
a claim, and failure to join necessary parties pursuant to Federal Rules of Civil Procedure 12(b)(l),
(6), and (7). ECF No. 8. Plaintiff opposes the motion. ECF No. 10. The Court decides this matter
without oral argument pursuant to Rule 78 of the Federal Rules of Civil Procedure. It appearing
that:
1.

Plaintiff is a common carrier by water engaged in interstate and foreign shipping.

ECF No. 1 at 2. Plaintiff allegedly transported bright ring wire collated coil (“cargo”) during 2015
for the benefit of Defendant.

Plaintiff alleges that Defendant owes Plaintiff $29,729.51 for

these shipments, allegedly evidenced by three invoices, with corresponding sea waybills (“bills of
lading”). ECF No. 1 at 6-12. Each invoice is made billable to Defendant. ECF No. 1 at 7,9, 11.
Each sea waybill lists Lithuanian company Litnaglis UAB (“Litnaglis”), not a party to this action,
as shipper and Defendant as consignee. ECF No. 1 at 8, 10, 12.

2.

Defendant is a New Jersey corporation that imports various hardware products from

sellers globally. ECF No. 6 at 1. During 2015, Defendant contracted with Litnaglis for the
purchase and transport of cargo from Lithuania to the United States, as evidenced by purchase
orders between Defendant and Litnaglis. Id.; ECF No. 6-1 at 1-6. Defendant allegedly paid
Litnaglis in full for the shipments, as evidenced by purchase orders between Defendant and
Litnaglis and bank remittance slips indicating payment. ECF No. 6-1 at 1-6.
3.

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On May 9, 2016, Plaintiff filed the Complaint bringing six causes of action for

Money Due Under Tariff and Service Contracts (Count One), Breach of Written Contract (Count
Two), Unjust Enrichment (Count Three), Quantum Meruit (Count Four), Account Stated (Count
five), and Attorney Fees (Count Six). ECF No. 1. On August 5, 2016, Defendant moved to
dismiss. ECF No. 8. On August 24, 2016, Plaintiff opposed the motion. ECF No. 11. On
September 7, 2016, Defendant replied to Plaintiffs opposition. ECF No. 12.
4.

For a complaint to survive dismissal pursuant to Fed. R. Civ. P. 12(b)(6), it “must

contain sufficient factual matter, accepted as true,.to ‘state a claim to relief that is plausible on its
face.” Ashcroft v. Igbal, 556 U.S. 662 (2009) (quoting Bell Ati. Corp. v. Twombly, 550 U.S. 544,
570 (2007)). In evaluating the sufficiency of a complaint, the Court must accept all well-pleaded

Plaintiff argues that the Court should exclude the Li Declaration and exhibits submitted
in support of Defendant’s motion to dismiss for purposes of deciding the motion. On a motion to
dismiss, the Court may consider the allegations in the complaint, any exhibits attached to the
complaint, matters of public record, and undisputedly authentic documents upon which the
plaintiffs complaint is based. Pension Benefit Guar. Corp. v. White Consol. Indus., 998 F.2d
1192, 1196 (3d Cir. 1993). A document satisfies the latter category even where the complaint does
not cite or “explicitly rely[J” on it; “[r] ather, the essential requirement is that the plaintiffs claim
be “based on that document.” Brnsco v. Harleysville Ins. Co., No. CIV.A. 14-914 JEL’JS, 2014
WL 2916716, at *5 (D.N.J. June 26, 2014) (quoting In re Burlington Coat Factory Sec. Litig., 114
F.3d 1410, 1426 (3d Cir. 1997)).
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factual allegations in the complaint as true and draw all reasonable inferences in favor of the nonmoving party.

Phillips v. Cty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). “Factual

allegations must be enough to raise a right to relief above the speculative level.” Twombly, 550
U.S. at 555. “A pleading that offers labels and conclusions will not do. Nor does a complaint
suffice if it tenders naked assertion[s] devoid of further factual enhancement.” Igbal, 556 U.S. at
678 (internal citations omitted). “[T]he tenet that a court must accept as true all of the allegations
contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements
of a cause of action, supported by mere conclusory statements, do not suffice.” Id. “[A] complaint
must do more than allege the plaintiffs entitlement to relief. A complaint has to ‘show’ such
entitlement with its facts.” Fowler v. UPMC Shadyside, 57$ F.3d 203, 211 (3d Cir. 2009). As
indicated above, a court may consider matters of public record and documents integral to the
complaint. See supra, at 2 n. 1.
5.

Fed. R. Civ. P. 12(b)(7) permits a court to dismiss a complaint for failure to join a

required party under Fed. R. Civ. P. 19. The court must initially determine whether the non-joined
party should be joined according to the Rule 19(a) standard. Gen. Refractories Co. v. First Sale
Ins. Co., 500 F.3d 306, 312 (3d Cir.2007). Rule 19(a)(1) provides that a person shall be joined
when “(A) in that person’s absence, the court cannot accord complete relief among existing parties;
or (B) that person claims an interest relating to the subject of the action

.

.

.“

Fed. R. Civ. P.

1 9(a)(1). If a party should be joined, a court must determine whether joining the party is feasible
under Rule 19(a). Janney Montgomery Scott, Inc. v. Shepard Niles, Inc., 11 F.3d 399, 404 (3d
Cir.1993). “If the party should be joined but joinder is not feasible because it would destroy
diversity, the court must then determine whether the absent party is ‘indispensable’ under Rule
19(b).” Id. In reviewing a Rule 12(b)(7) motion to dismiss, the court must accept all factual
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allegations in the complaint as true and draw all reasonable inferences in favor of the non-moving
party. See Jurimex Kommerz Transit G.M.B.H. v. Case Corp., 65 Fed.Appx. 803, 805 (3d Cir.
2003). The burden of proof falls to the moving party. Develcom Funding, LLC v. Am. Atl. Co.,
No. CIV. 09-1839 (RMB), 2009 WL 2923064, at *2 (D.N.J. Sept. 9, 2009). When making a Rule
19 determination, a court may consider evidence outside of the pleadings. YSM Realty, Inc. v.
Grossbard, No. CIV.A. 10-5987 JLL, 2011 WL 735717, at *2 (D.N.J. Feb. 23, 2011).
6.

Plaintiffs first and second claims arise under maritime law for money due under

tariff and service contracts and for breach of written contract. Defendant argues that maritime law
bars liability of a party to a bill of lading unless the party consents to be bound, and that Defendant,
as “merely a consignee” to the bills of lading at issue, did not consent to be bound. ECF No. 7 at
9. Plaintiff provided bills of lading that list Defendant as consignee, ECF No. 1 at 8, 10, 12, but
Defendant argues it was not aware it was listed as consignee. ECF No. 12 at 5. Whether Defendant
is liable as consignee appears to rest on factual issues, not suited at this point to dismissal on a
motion to dismiss.
7.

Defendant further argues that the Court should decline to exercise supplemental

jurisdiction over Plaintiffs remaining claims, or in the alternative should dismiss these claims on
the merits. Given that the first and second claims are permitted to proceed, and that the third,
fourth, and fifth claims appear to be alternate theories for recovery, the Court will not decline to
exercise supplemental jurisdiction over the latter claims at this stage of the proceedings.
Accordingly, the third, fourth, and fifth claims may proceed with the Court’s reservation to
reexamine supplemental jurisdiction should further development of the case warrant.
8.

Plaintiffs sixth claim is for attorney’s fees stemming from the terms of the alleged

maritime contract at issue. Any determination of this claim depends upon the interpretation of
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Defendant’s liability as consignee. Thus, since the underlying claim is permitted to proceed, the
Court finds that Plaintiff has stated a claim so as to survive a motion to dismiss.
9.

Defendant also contends that two non-parties, Litnaglis and 2PL, are necessary

parties under Rule 12(b)(7). ECF No. 7 at 10. As neither have “claim[ed] an interest” in this
action, the Court need only examine whether complete relief can be accorded among the existing
parties in their absence under Rule 19(a)(1)(A). YSM Realty, Inc., 2011 WL 735717, at *2. It
appears that complete relief can be accorded among the existing parties, insofar as to survive a
motion to dismiss, to the extent the pleadings allege Defendant is fully liable as consignee.
Therefore, the Court denies Defendant’s Rule 12(b)(7) motion. The court may revisit the issue of
joinder if discovery brings additional facts to light.
Accordingly, it is on this

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day of March, 2017,

ORDERED that Defendant’s motion to dismiss (ECF No. 8) is DENIED.

CLAIRE C. CECCHI, U.S.D.J.

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