Marietta Industrial Enterprises, Inc. v. Center Port Terminal et al

Filing 19

OPINION AND ORDER granting 11 Motion to Dismiss as to Defendant Eric J. Spirtas. Plaintiff's claim for breach of contract against Mr. Spiritas is DISMISSED. Signed by Magistrate Judge Kimberly A. Jolson on 3/16/2018. (ew)

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
MARIETTA INDUSTRIAL
ENTERPRISES, INC.,
Plaintiff,
v.

Civil Action 2:18-cv-12
Magistrate Judge Jolson

CENTER POINT TERMINAL, et al.,
Defendants.
OPINION AND ORDER
This matter, in which the parties have consented to jurisdiction of the Magistrate Judge
pursuant to 28 U.S.C. § 636(c) (Doc. 17), is before the Court on a Motion to Dismiss filed by
Defendant Eric J. Spiritas pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.
(Doc. 11). For the reasons that follow, Mr. Spirtas’s Motion to Dismiss is GRANTED.
I.

BACKGROUND
On December 4, 2017, Plaintiff Marietta Industrial Enterprises, Inc. filed a Complaint

against Defendants Center Port Terminal (“CPT”), Eric J. Spirtas, McKees Rocks Industrial
Enterprise (“McKees Rocks”), and James Lind in the Court of Common Pleas for Washington
County, Ohio. (Doc. 1-3). On January 5, 2018, CPT and Mr. Spirtas removed the action to this
Court pursuant to its diversity jurisdiction. (Doc. 2). On the same day, McKees Rocks and Mr.
Lind filed a Notice of Consent to Removal. (Doc. 4).
The Complaint, filed in this Court on January 5, 2018, states that Plaintiff and CPT
entered into a contract titled the “Product Handling Agreement” (“PHA”), under which Plaintiff
was to provide CPT with certain services at its facility in Hannibal, Ohio, including

“transloading, storage, screening, drying, milling, terminaling, packaging, and transportation.
(Doc. 5 at 3; see id., Ex. 1 (signed agreement)). Like any legal fiction operating in the real
world, CPT could only act through an actual person. Here, Plaintiff alleges that person was Mr.
Spirtas.
Mr. Spirtas is CPT’s President (Doc. 13 at 1) as well as the owner and shareholder of
CPT’s parent company, Hannibal Development (Doc. 12 at 4).

Plaintiff asserts that all

discussions concerning the PHA “went through Mr. Spirtas, who … had personal responsibility
for all matters” between the parties under the contract. (Doc. 5 at ¶ 37). Plaintiff also claims that
Mr. Spirtas made personal guarantees concerning the PHA; specifically, that Plaintiff “would
make a daily profit” under the agreement, which “would extend indefinitely as long as [Plaintiff]
was able to provide the services….” (Id. at ¶¶ 35–36).
In Count I of the Complaint, Plaintiff alleges that CPT and Mr. Spirtas are liable for
breach of contract. (Id. at ¶¶ 29–39). More specifically, Plaintiff alleges that CPT and Mr.
Spirtas cancelled the PHA prematurely without notice, despite Plaintiff performing its
obligations under the PHA. (Id. at ¶¶ 30, 34). Plaintiff also claims that CPT and Mr. Spirtas
refused to pay monthly service fees remaining under the contract, which was effective until
December 31, 2018. (Id. at ¶¶ 33–34). Last, Plaintiff explains that it purchased a crane with
“knowledge and approval” of CPT and Mr. Spiritas for the purpose of fulfilling its PHA
obligations, and it still has payments to make on the crane that were to have been covered by the
rental payment due under the PHA. (Id. at ¶ 32).
Based on the foregoing, Plaintiff alleges that CPT and Mr. Spirtas are jointly and
severally liable for $136,219.45 in unpaid invoices and “other unidentified damages as a result of

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[the] breach of the PHA’s default term.” (Id. at ¶¶ 38, 39). Plaintiff also seeks attorneys’ fees,
pre-judgment and post-judgment interest, and costs. (Id. at ¶ 39).
On January 18, 2018, Mr. Spirtas filed a Motion to Dismiss under Rule 12(b)(6) of the
Federal Rules of Civil Procedure. (Doc. 11). Plaintiff filed an Opposition (Doc. 12), and Mr.
Spirtas filed a Reply (Doc. 13). Thus, the Motion to Dismiss is now ripe for review.
II.

STANDARD OF REVIEW
Federal Rule of Civil Procedure 12(b)(6) requires that a complaint “state a claim to relief

that is plausible on its face” to survive a motion to dismiss. Ashcroft v. Iqbal, 556 U.S. 662,
663–64, 678 (2009); Bell Atlantic Corp v. Twombly, 550 U.S. 544, 570 (2007). In reviewing the
complaint, a court must construe it in favor of the plaintiff and accept all well-pleaded factual
allegations as true. Twombly, 550 U.S. at 57. “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.” Iqbal, 556 U.S. at 678 (emphasis added) (citing Twombly,
550 U.S. at 556).
On the other hand, a complaint that consists of “labels and conclusions” or “a formulaic
recitation of the elements of a cause of action” is insufficient. Twombly, 550 U.S. at 555); see
also Brown v. Matauszak, 415 F. App’x 608, 613 (6th Cir. 2011) (plaintiff must give specific,
well-pleaded facts, not just conclusory allegations). In other words, while “detailed factual
allegations” are not required under Fed. R. Civ. P. 8(a)(2)’s “short and plain statement” rule, the
law “demands more than [Plaintiffs’] unadorned, the-defendant-unlawfully-harmed-me
allegation.” Iqbal, 556 U.S. at 677–78, quoting Twombly, 550 U.S. at 555 (citing to Papasan v.
Allain, 478 U.S. 265, 286 (1986)).

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III.

DISCUSSION
Mr. Spirtas’s Motion to Dismiss is straightforward. He asserts that he cannot be held

liable for a breach of the PHA because he is not a party to that contract. (See Doc. 11). In
response, Plaintiff shifts away from its allegations that Mr. Spirtas cancelled the PHA
prematurely without notice, refused to pay monthly service fees, and approved its purchase of a
crane to fulfill its obligations under the contract. Instead, Plaintiff now explains that its claim is
not derived from the PHA itself but from the personal guarantee Mr. Spirtas made to induce it to
sign the agreement. (Doc. 12 at 1). Plaintiff argues that Mr. Spirtas’s personal guarantee
concerning the PHA “is a valid contract, even if created orally.” (Id. at 3).
Plaintiff elaborates that Mr. Spirtas’s personal guarantee falls under the “leading object
rule” described by the Ohio Supreme Court in Wilson Floors Co. v. Sciota Park, Ltd., 54 Ohio
St.2d 451 (1978). Plaintiff explains:
In Ohio, personal guarantees are contracts, whether made orally or in writing.
The general rule is that contracts in which an individual undertakes to answer for
the debt, default, or miscarriage of another must be in writing and signed by the
individual promisor. Wilson Floors Co. v. Sciota Park, Ltd., 54 Ohio St.2d 451
(1978) (quoting R.C. § 1335.05). The Ohio Supreme Court went on to note in
Wilson Floors, that when the “leading object of the promisor is, not to answer for
another, but to subserve some pecuniary or business purpose of his own,
involving a benefit to himself, or damage to the other contracting party, his
promise is not within the statute of frauds [. . . .] Id. at 54 Ohio St.2d 451, 454
(quoting Crawford v. Edison, 45 Ohio St. 239 (1887)).
(Id. at 3–4).

Thus, Plaintiff asserts that Mr. Spirtas’s personal guarantee is considered

enforceable and not within the Statute of Frauds because the principal purpose of his promises
were for his own business or pecuniary interests as the owner and shareholder CPT’s parent
company, Hannibal Development.

(Id. at 4).

Finally, Plaintiff claims that “even if [its]

Complaint is insufficient to establish Mr. Spirtas’s liability for breach of contract, [it] does not
have to prove liability in its Complaint.” (Id. at 5).
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In reply, Mr. Spirtas maintains dismissal is proper because the PHA’s merger or
integration clause reflects that the written document represents the “entire understanding and
agreement of the parties.” (Doc. 13 at 1) (citing PHA, ¶ 8) (asserting that the “the PHA makes
no reference to the need for any additional or varying personal guaranties”). Mr. Spirtas also
argues that Plaintiff’s Complaint gives no “notice of its new theory that the oral personal
guaranties … are not subject to the statute of frauds under the ‘leading object rule.’” (Id. at 1–2).
Stated differently, Mr. Spirtas asserts that “beyond just a general allegation that [he] owns,
operates and had personal responsibility over CPT matters, Plaintiff makes no reference to the
‘leading object rule’ or that the principal purpose for the alleged guarantees … were to benefit
his own business or pecuniary interests.” (Id. at 2). Finally, Mr. Spirtas contends that an oral
guarantee that the PHA would extend “indefinitely,” is inconsistent with the PHA’s shorter term
and is subject to the statute of frauds because it could not possibly be performed within one year.
(Id.).
Despite Plaintiff’s attempt to obfuscate the issue in opposing the Motion to Dismiss, this
matter requires nothing more than a basic application of contract law. Under Ohio law, when a
written contract is “the final and complete statement of the parties’ agreement—when, that is, it
is a complete integration—the parol evidence rule prohibits the parties from introducing extrinsic
evidence of the terms of their agreement.” Watkins & Son Pet Supplies v. Iams Co., 254 F.3d
607, 612 (6th Cir. 2001). The Sixth Circuit has explained that the parol evidence rule is a rule of
substantive contract law that “does not operate to prohibit proof of terms of the agreement;
instead, it provides that parol terms are not terms of the agreement at all.” Id. at 612 (citing
Galmish v. Cicchini, 90 Ohio St.3d 22, 27 (2000)). Consequently, if a written contract is

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integrated, “it is unreasonable as a matter of law to rely on parol representations or promises
within the scope of the contract made prior to its execution.” Id. at 612 (citations omitted).
Here the PHA is an integrated contract. Specifically, paragraph 8 of the PHA provides:
Entire Agreement This document represents that entire understanding and
agreement of the parties and supersedes all prior agreements or
understandings…. Neither party has relied upon any other representation except
as set forth herein…. This Agreement shall only be amended or modified by a
written document, sign by a duly authorized representative of each party.
(Doc. 5 at 19) (emphasis added). Mr. Spirtas’s alleged personal guarantee of “a daily profit
under the PHA” relates to profit under the contract, and his alleged promise that that “the PHA
would extend indefinitely” relates to the contract term. Because those alleged promises fall
within the scope of the contract and were made prior to its execution, Plaintiff’s reliance upon
them is unreasonable as a matter of law. Watkins & Son Pet Supplies, 254 F.3d at 613; see also
Hunt Enters., Inc. v. John Deere Indus. Equip. Co., No. 97-6048, 1998 WL 552795 (6th Cir.
Aug. 19. 1998) (affirming dismissal of claims under Rule 12(b)(6) based upon merger clause
included in agreements). Further, to the extent that Plaintiff may be arguing that Mr. Spirtas
made promises after the agreement was signed, the merger clause also renders any reliance on
them unreasonable. See Ohio Rev. Code § 1302.12(B) (stating that a signed agreement which
excludes modification except by a signed writing cannot be otherwise modified).
At bottom, Plaintiff’s express agreement in the PHA that it had not relied upon any other
representations and that the written document superseded all prior agreements precludes it from
relying upon an alleged oral agreement made with Mr. Spirtas.

Consequently, Plaintiff’s

argument that the alleged oral agreement satisfies the “leading object rule,” an exception to the
writing requirement in the Ohio Statute of Frauds, is irrelevant. Based upon the foregoing, Mr.

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Spirtas’s Motion is GRANTED (Doc. 11), and Plaintiff’s claim for breach of contract against
Mr. Spirtas is DISMISSED.
IV.

CONCLUSION
For the reasons set forth above, Mr. Spirtas’s Motion is GRANTED (Doc. 11), and

Plaintiff’s claim for breach of contract against Mr. Spirtas is DISMISSED.
IT IS SO ORDERED.

Date: March 16, 2018

/s/Kimberly A. Jolson
KIMBERLY A. JOLSON
UNITED STATES MAGISTRATE JUDGE

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