CHURCH AND MURDOCK ELECTRIC, INC. v. REONAC ENERGY SYSTEMS et al

Filing 53

OPINION. Signed by Judge Mark R. Hornak on 3/1/16. (bdb)

IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF PENNSYLVANIA
CHURCH AND MURDOCK ELECTRIC,
INC.,

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Plaintiff,

Civil Action No. 1: 15-cv-0004 Erie

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v.

REONAC ENERGY SYSTEMS and
ACCURIDE ERIE, L.P.,
Defendants.

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Judge Mark R. Hornak

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OPINION
Mark R. Hornak, United States District Judge
Pending before the Court is a partial motion to dismiss for failure to state a claim
pursuant to Federal Rule of Civil Procedure 12(b)(6) filed by Defendant Accuride Erie, L.P.
("Accuride"). ECF No. 17. For the reasons which follow, Accuride's motion is denied.
I.

BACKGROUND
The claims in this action stem from a construction project undertaken at a manufacturing

facility leased and operated by Accuride in Erie, Pennsylvania.

Compl.

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4.

The original

Complaint, filed by Plaintiff Church and Murdock Electric, Inc. ("Church & Murdock") on
January 7, 2015, alleges that Church & Murdock performed $159,690.00 worth of electrical
work at the Accuride facility but never received payment.

!d.

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9-10, 21-22.

Church &

Murdock characterizes Defendant Reonac Energy Systems ("Reonac") as the general contractor
on the project and contends that the electrical work at issue was undertaken pursuant to an
express contract with Reonac. !d.

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5-6, 11. Church & Murdock contends that Remme forgot to

incorporate Church & Murdock's work into the general contract with Accuride, resulting in
Accuride never paying Reonac for the work performed by Church & Murdock. !d.

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21. As a

result, Church & Murdock has yet to be paid for the work that it says it performed. !d. ~~ 9-10,
22.
Reonac filed an Answer on May 15, 2015. ECF No. 14. In its Answer, Reonac disclaims
that it was the general contractor for the work at the Accuride facility or that it had a contract
with Church & Murdock for any electrical work. !d. ~~ 7.

Instead, Reonac alleges that it

received a purchase order from Accuride for lighting equipment and supplies "to be installed" by
a third-party contractor selected by Accuride. !d. ~ 8. Reonac acknowledges that Accuride paid
Reonac for the lighting equipment, but asserts that Accuride was directly responsible for paying
Church & Murdock for the installation charges. !d.~ 9. Reonac contends that Accuride's failure
to pay Church & Murdock violated an established course of dealing between the parties and
exposed Reonac to potential liability in this action, as well as the costs and attorneys' fees
associated with defending against Church & Murdock's claims. Consequently, Reonac filed a
cross-claim against Accuride for unjust enrichment (Count I), quantum meruit (Count II) 1, and
breach of contract (Count III).
In the instant motion, filed on June 4, 2015, Accuride seeks dismissal of Count III of
Reonac's cross-claim. ECF No. 17. Accuride contends that Reonac has failed to allege any facts
establishing a contractual obligation for Accuride to pay Church & Murdock for installation
charges. !d. Reonac filed a response in opposition on June 18, 2015. ECF No. 20. This matter
is ripe for disposition.

Pursuant to well-established Pennsylvania law, "a claim for unjust enrichment is the same as a claim in quantum
meruit." Goldsmith Associates, Inc. v. Del Frisco's Restaurant Group, LLC, 2009 WL 3172752, at *2 (E.D. Pa.
Oct. 1, 2009); Powers v. Lycoming Engines, 328 F. App'x 121, 124-25 (3d Cir. 2009) ("Unjust enrichment, rather,
an equitable remedy and synonym for quantum meruit, is a form of restitution."). Consequently, Counts III and IV
of the Complaint are duplicative and may be addressed together, and the same is the case with Counts I and II of the
Cross-claim contained in Reonac's Answer. See, e.g., Power Restoration Intern., Inc. v. Pepsico, Inc., 2013 WL
5636618, at *6 (E.D. Pa. Oct. 11, 2013) (dismissing plaintiff's quantum meruit claim as duplicative ofunjust
enrichment claim); EMCE Elec., Mechanical & Const. Co., Inc. v. Lennox Apartments, Inc., 2008 WL 2188845, at
*I (E.D. Pa. May 27, 2008) (treating separate claims for unjust enrichment and quantum meruit as one single claim).
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II.

STANDARD FOR REVIEW

To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), a complaint must allege
"enough facts to state a claim for relief that is plausible on its face." Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 570 (2007). "The District Court must accept the complaint's well-

pleaded facts as true, but may disregard any legal conclusions." Fowler v. UPMC Shadyside,
578 F.3d 203, 210 (3d Cir. 2009) (citing Ashcroft v. Iqbal, 556 U.S. 662, 663 (2009)).
"Threadbare recitals of the elements of a cause of action, supported by mere conclusory
statements, do not suffice." Iqbal, 556 U.S. at 678. In short, a motion to dismiss should be
granted if a party does not allege facts which could, if established at trial, entitle him to relief.
See Fowler, 578 F.3d at 211.
III.

DISCUSSION

Reonac alleges that an implied contract existed between Accuride and Reonac based on
the parties' past course of conduct combined with the purchase order between Accuride and
Reonac. An implied contract has been described in this fashion:
A contract, implied in fact, is an actual contract which arises where the
parties agree upon the obligations to be incurred, but their intention,
instead of being expressed in words, is inferred from their acts in the
light of the surrounding circumstances. An implied contract is an
agreement which legitimately can be inferred from the intention of the
parties as evidenced by the circumstances and "the ordinary course of
dealing and the common understanding of men."
Martin v. Snap-tite, Inc., 2015 WL 867611, at *7 (W.D. Pa. Feb. 27, 2015) (quoting Stephan v.
Waldron Elec. Heating and Cooling LLC, 100 A.3d 660, 668-69 (Pa.Super.Ct. 2014)) (internal

quotations omitted). "The elements necessary to form an implied in fact contract are identical to
those required for an express agreement." Brunwasser v. United States, 2008 WL 5216253 at *4

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(W.D. Pa. Dec. 11, 2008). Those elements are: "(1) the existence of a contract, including its
essential terms, (2) a breach of duty imposed by the contract[,] and (3) resultant damages." Ware

v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) (quoting CoreStates Bank, NA. v.
Cutillo, 723 A.2d 1053, 1058 (Pa.Super.Ct. 1999)).
As noted above, Accuride issued a purchase order to Reonac for lighting equipment and
supplies. The purchase order indicated that installation of that equipment would be performed
by Accuride or a third-party contractor selected by Accuride. Reonac alleges that it had no role
in the selection or retention of Church & Murdock as the third-party installer of the equipment.
Reonac further alleges that Accuride had purchased products from Reonac in the past and that
Accuride was aware that Reonac was not licensed in Pennsylvania to serve as a general
contractor and thus could not sub-contract with a service provider for installation work. Relying
on this well-established course of dealing, Reonac contends that Accuride was obligated to hire
its own contractor to install the equipment and materials sold by Reonac and to directly pay the
party selected to install the equipment sold by Reonac:
The prior course of dealing between Reonac and the Accuride
Companies, the parties' correspondence and discussions, and the
purchase order from Accuride to Reonac (when read in context of the
parties' course of dealing) created an express and/or implied contract and
agreement that Accuride would directly retain, or at least directly pay,
[Church & Murdock] for the lighting installation and related services.
ECF No. 14 ~ 23. Reonac contends that Accuride's failure to do so constitutes a breach of their
implied contract.
Although Reonac' s allegations are somewhat vague, the Court concludes that Reonac has
fairly alleged each of the necessary elements for a breach of contract claim. The purchase order,
combined with the alleged course of dealing between Reonac and Accuride, sufficiently asserts
the existence and terms of a contract specifying that Reonac would provide lighting equipment
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and Accuride would engage and pay an installer. Reonac avers that Accuride failed to uphold
that obligation and that this lawsuit was a natural and foreseeable outcome of Accuride's failure
to assume those obligations. Based on these facts, Reonac has stated a claim for breach of an
implied contract. Ware v. Rodale Press, Inc., 322 F.3d at 225.
Accuride characterizes Reonac's claim as an untenable attempt to allege that '"an
established course of dealing' between Accuride and Reonac established a contract between
Accuride and Church & Murdock." ECF No. 18 at 3 (emphasis in original). Whether or not that
allegation would be sufficient to make out a breach of contract claim, the Court reads Reonac' s
allegations more narrowly. Reonac is simply alleging that its own contractual obligation to
Accuride ended at the moment that it tendered the lighting equipment to Accuride and received
payment, leaving the obligation for the selection and payment of an installer entirely to Accuride.
According to Reonac, any legal issues arising from that installation, such as the claims
asserted by Church & Murdock in this action, are entirely the responsibility of Accuride. To the
extent that Reonac may end up being held liable to Church & Murdock for any installation
charges, Reonac can seek to rely on the terms of its implied contract with Accuride to absolve
itself of that liability. That said, it would appear to the Court that Reonac's breach of contract
claim is more accurately viewed as an effort to obtain indemnification from Accuride in the
event Church & Murdock successfully recovers its damages from Reonac. As noted above,
Reonac's unjust enrichment and quantum meriut crossclaims would merge into the single claim
the Court has identified, and in a similar vein, it may tum out that at the end of the day, Count III
of that cross-claim is in reality something other than what it is labelled. Nevertheless, for the
reasons stated above, the Court concludes that the breach of contract claim, as pled, crosses the
pleading threshold and asserts that Accuride agreed with Reonac to shoulder the costs of

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installation of the referenced electrical equipment. Whether the facts bear this out will be fleshed
out in discovery.

IV.

CONCLUSION
For the foregoing reasons, Accuride's Motion to Dismiss Count III of Reonac's cross-

claim is denied.
An appropriate Order will issue.

Mark R. Hornak
United States District Judge
Dated: March 1, 2016
cc:

All counsel of record

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