Marina PDR Operations, LLC v. Master Link Corporation
Filing
63
OPINION AND ORDER re 52 Motion to Dismiss for Failure to State a Claim. The Court DENIES Master Link's motion to dismiss pursuant to Rule 12(b)(6). Signed by Judge Francisco A. Besosa on 06/19/2019. (brc)
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
MARINA PDR OPERATIONS, LLC,
Plaintiff,
v.
Civil No. 17-1307 (FAB)
MASTER LINK CORPORATION, INC.,
et al.,
Defendants.
OPINION AND ORDER 1
BESOSA, District Judge.
Before
(“Master
the
Court
Link”)’s
is
motion
defendant
to
Master
dismiss
Link
plaintiff
Corporation
Marina
PDR
Operations, LLC (“Marina”)’s third amended complaint pursuant to
Federal
Rule
of
(Docket No. 52.)
Civil
Procedure
12(b)(6)
(“Rule
12(b)(6)”).
For the reasons set forth below, the Court DENIES
Master Link’s motion to dismiss Marina’s third amended complaint.
I.
Background
This action concerns Master Link’s alleged breach of two
contracts into which it entered with Marina – the Master Link Barge
Agreement and the Fajardo Vessel Agreement. 2
1
Brett Uslaner, a second-year student at Fordham University School of Law,
assisted in the preparation of this Opinion and Order.
2
The Court accepts the following facts as true, as pled in the third amended
complaint. See Assured Guar. Corp. v. García-Padilla, 214 F. Supp. 3d 117, 122
(D.P.R. 2016) (Besosa, J.) (when analyzing 12(b)(6) motions, “the Court accepts
a complaint’s well-pled facts as true and views them – and the inferences drawn
from them – in a light most favorable to the pleader”).
Civil No. 17-1307 (FAB)
A.
2
The Master Link Barge Agreement
Marina provides wet slip and land storage services for
ships.
(Docket No. 47 at p. 2.)
Master Link owns the M/V Master
Link I, a barge and the in rem defendant in this litigation
(“Master Link Barge”).
Id.
On April 22, 2013, Master Link entered into a Boat Space
License Agreement with Marina (“Master Link Barge Agreement”).
Id. at p. 4.3
Master Link agreed to pay a monthly fee of $2,848.50
to store the Master Link Barge at Marina’s facility.
No. 1, Ex. 3.)
(Docket
In the event of default, Marina reserved “the right
to retain the vessel as guarantee for payment and/or performance
by Owner of any obligation under this agreement.”
Id.
Master Link has not paid any dockage, storage or other
fees incurred by Marina associated with storing the Master Link
Barge.
Id. at p. 5.
According to Marina, as of January 30, 2017,
Master Link and the Master Link Barge, as an in rem defendant,
3
In deciding a motion to dismiss, a court may “[o]rdinarily [. . .] not consider
any documents that are outside of the complaint, or not expressly incorporated
therein, unless the motion is converted into one for summary judgment.”
Alternative Energy, Inc. v. St. Paul Fire & Marine Ins. Co., 267 F.3d 30, 33
(1st Cir. 2001). “When the complaint relies upon a document, whose authenticity
is not challenged, [however,] such a document ‘merges into the pleadings’ and
the court may properly consider it under a Rule 12(b)(6) motion to dismiss.”
Alternative Energy, Inc., 267 F.3d at 33 (quoting Beddall v. State St. Bank &
Trust Co., 137 F.3d 12, 17 (1st Cir. 1998)). Neither Marina nor the defendants
dispute the authenticity of the Master Link Barge Agreement or any other
agreement referenced in the complaint. (Docket No. 1, Exs. 1 & 3) Accordingly,
the Master Link Barge Agreement “merged into the pleadings,” and may be
considered by the Court.
Civil No. 17-1307 (FAB)
owe $36,980.19.
Id.
3
Master Link declined Marina’s requests “to
meet in person to discuss [a] payment arrangement.” (Docket No. 31
at p. 6.)
The Master Link Barge remains stored at Marina’s
facility.
B.
(Docket No. 1, Ex. 3.)
The Fajardo Vessel Agreement
The Maritime Transport Authority (“MTA”) is a public
corporation of the Commonwealth of Puerto Rico.
MTA
owns
the
February 1,
M/V
2012,
Fajardo
the
MTA
II
(“Fajardo
entered
into
Id. at p. 2.
Vessel”).
a
Boat
Agreement with Marina (“Fajardo Vessel Agreement”).
Id. 4
Space
The
On
License
Id. at p. 5.
Marina agreed to store the Fajardo Vessel at its facility for a
monthly fee, subject to the same terms and conditions set forth in
the Master Link Barge Agreement.
(Docket No. 1, Exs. 1 and 3.)
As of January 30, 2017, Marina incurred $78,311.85 in
costs associated with docking and storing the Fajardo Vessel.
(Docket No. 47 at p. 4.)
Marina’s facility.
The Fajardo Vessel remains stored at
Id. at p. 3.
Marina asserts that “Master Link
expressly assumed and accepted responsibility for the payments to
[Marina] under the [Fajardo Vessel Agreement] for the storage and
services provided.”
Id.
Master Link issued payments to Marina
pursuant to the Fajardo Vessel Agreement for haul out, blocking,
4
The Court granted Marina’s motion to join the MTA as a defendant pursuant to
Federal Rule of Civil Procedure 19. (Docket Nos. 17 and 20.)
Civil No. 17-1307 (FAB)
4
lay days and land storage, assuring “[Marina] that it would be
paying all amounts due as soon as it received an updated balance
sheet.”
Id.
Accordingly, Marina avers, Master Link is liable for
all outstanding debts regarding the Fajardo Vessel.
Id. at p. 3.
Marina’s collection efforts against Master Link concerning the
Fajardo Vessel proved unsuccessful.
According to Marina, “notice
of the instant claim was anticipated to Master Link as well as the
opportunity to address this matter within a reasonable time but,
again, Master Link failed to pay.”
Id.
Marina pleads in the alternative that should the Court
find that Master Link did not assume the MTA’s obligations pursuant
to the Fajardo Vessel Agreement, the MTA is consequently liable
for the storage fees regarding the Fajardo Vessel.
Master
Link
moves
to
dismiss
the
third
amended
complaint, adopting its motion to dismiss the second amended
complaint.
(Docket Nos. 30 and 52.)
Similarly, Marina moves to
adopt its opposition to Master Link’s motion to dismiss the second
amended complaint.
(Docket No. 31.)
The Court grants both
requests.
II.
Jurisdiction
The third amended complaint sets forth an admiralty and
maritime cause of action within the meaning of Federal Rule of
Civil No. 17-1307 (FAB)
Civil Procedure 9(h).
5
(Docket No. 47.)
Accordingly, this Court
possesses jurisdiction pursuant to 28 U.S.C. § 1333.
III. 12(b)(6) Standard
Pursuant to Rule 12(b)(6), a defendant may move to dismiss an
action for failure to state a claim upon which relief can be
granted.
See Fed. R. Civ. P. 12(b)(6).
To survive a Rule 12(b)(6)
motion, a complaint must contain sufficient factual matter “to
state a claim to relief that is plausible on its face.”
Corp. v. Twombly, 550 U.S. 544, 570 (2007).
Bell Atl.
“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.”
Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009). “Propriety of dismissal under Rule 12(b)(6) turns
on the complaint’s compliance with Rule 8(a)(2), which mandates
that every complaint contain ‘a short and plain statement of the
claim showing that the pleader is entitled to relief,’” Fed. R.
Civ. P. 8(a)(2); Ocasio-Hernández v. Fortuño-Burset, 640 F.3d 1,
8 (1st Cir. 2011).
Courts engage in a two-step analysis in resolving motions to
dismiss.
First, courts “isolate and ignore statements in the
complaint that simply offer legal labels and conclusions or merely
rehash cause-of-action elements.”
Schatz v. Republican State
Leadership Comm., 669 F.3d 50, 55 (1st Cir. 2012).
For the second
Civil No. 17-1307 (FAB)
step,
courts
“take
the
6
complaint’s
well-pled
(i.e.,
non-
conclusory, non-speculative) facts as true, drawing all reasonable
inferences in the pleader’s favor, and see if they plausibly
narrate a claim for relief.”
Id. at 55.
“The relevant question
for a district court in assessing plausibility is not whether the
complaint makes any particular factual allegations but, rather,
whether ‘the complaint warrant[s] dismissal because it failed in
toto to render plaintiffs’ entitlement to relief plausible.’”
Rodríguez–Reyes v. Molina–Rodríguez, 711 F.3d 49, 55 (1st Cir.
2013) (quoting Twombly, 50 U.S. at 569 n. 14).
All allegations in
the complaint are taken as true and all reasonable inferences are
drawn in the plaintiff’s favor.
Parker v. Hurley, 514 F.3d 87, 90
(1st. Cir. 2008).
“Affirmative defenses, such as the statute of limitations,
may be raised in a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6), provided that ‘the facts establishing the
defense [are] clear ‘on the face of the plaintiff’s pleadings.’”
Trans-Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315,
320 (1st Cir. 2008) (quoting Blackstone Realty LLC v. FDIC, 244
F.3d 193, 197 (1st Cir.2001) (internal quotation marks omitted)).
Where the dates provided in the complaint reveal that the statute
of limitations has expired and “the complaint fails to ‘sketch a
factual predicate’ that would warrant the application of either a
Civil No. 17-1307 (FAB)
7
different statute of limitations period or equitable estoppel,
dismissal is appropriate.”
Id. at 320 (quoting LaChapelle v.
Berkshire Life Ins. Co., 142 F.3d 507, 509–10 (1st Cir. 1998).
IV.
Discussion
The dispositive inquiry for purposes of Master Link’s motion
to dismiss is whether Marina’s claims are time-barred. The general
maritime
law
disputes.
of
the
United
States
governs
maritime
contract
United Fruit Co. v. United States, 186 F.2d 890, 895
(1st Cir. 1951).
“Liability arises in the admiralty as elsewhere
from breach of any valid contract.”
Navieros Inter-Americanos,
S.A. v. M/V Vasilia Exp., 120 F.3d 304, 313 (1st Cir. 1997)
(quotation omitted).
“In an admiralty case, maritime law and the
equitable doctrine of laches govern the time to sue.”
Huntress,
Inc.,
513
F.3d
331,
334
(1st Cir. 2008)
Doyle v.
(quotation
omitted).
To determine whether a claim is time-barred, courts consider
the
period
statute.
of
limitations
prescribed
in
the
most
analogous
Pan Am. Grain, 215 F. 3d at 175; see TAG/ICIB Servs.,
Inc. v. Sedeco Servicio de Descuento en Compras, 570 F.3d 60, 63
(1st Cir. 2009) (“Courts rely upon [the limitations period in the
most
analogous
presumptions
of
statute]
to
timeliness
establish
and
burdens
untimeliness.”).
of
proof
and
Furthermore,
“[a]n admiralty court must apply the federal maritime rules that
Civil No. 17-1307 (FAB)
8
directly address the issues at hand, and only resort to state law
when no federal rule applies.”
Pan Am. Grain, 215 F.3d at 177.
Cf. Occidental Life Ins. Co. of California v. E.E.O.C., 432 U.S.
355, 378 (1977) (noting preference for incorporating limitation
periods from analogous federal statutes to maintain uniformity in
admiralty law.); Sedeco, 570 F.3d at 60 (1st Cir. 2009).
Pursuant to maritime law and the Federal Maritime Liens Act,
recovery for vessel storage fees are “necessaries.”
46 U.S.C.
§ 31342; see Faneuil Advisors v. O/S Sea Hawk, 50 F.3d 88, 93
(1st Cir. 1995); see also S.C. State Ports Auth. v. M/V Tyson
Lykes, S.C. State Ports Auth. v. M/V Tyson Lykes, 837 F. Supp.
1357, 1365 (D.S.C. 1993), aff’d, 67 F.3d 59 (4th Cir. 1995)
(holding that dockage fees constitute “necessaries”).
In this
action, reliance on state law is appropriate because maritime law
does not prescribe a period of limitations for an action to collect
necessaries.
See Tyson Lykes, 837 F. Supp. at 1370.
If a plaintiff files a complaint before the analogous statute
of limitations expires, there is a presumption that laches is
inapplicable and the defendant shoulders the burden of proving
unreasonable delay and prejudice.
Puerto Rican-Am. Ins. Co. v.
Benjamin Shipping Co., 829 F.2d 281, 283 (1st Cir. 1987) (citation
omitted).
Conversely,
if
a
plaintiff
brings
suit
after
the
limitation period expires, the burden shifts and a presumption of
Civil No. 17-1307 (FAB)
laches is triggered.
9
Id.
Accordingly, the period of limitations
analysis turns on whether the delay in filing the claim was
unreasonable and prejudicial to the defendant.
Doyle, 513 F.3d at
335.
Master Link contends that dismissal is warranted pursuant to
Article 948(3) of the Puerto Rico Commerce Code, which prescribes
a one-year period of limitations.
1910.
P.R. Laws Ann. tit. 10, §
Article 948(3) provides in relevant part:
The following shall prescribe after one year:
(3) Actions to recover for the expenses of the judicial
sale of vessels, cargoes, or goods, transported by sea
or by land, as well as those arising from their custody,
deposit, and preservation, and the navigation and port
expenses . . . the period to be counted from the time
the expenses were incurred and the assistance given, or
from the conclusion of the proceedings, if any should
have been instituted on the case.
Id. (emphasis added).
Master Link contends that Marina’s claims
are time-barred because Marina commenced this action on March 2,
2017, more than one-year after Marina incurred expenses related to
storing the Master Link Barge and the Fajardo Vessel.
(Docket
No. 30 at p. 6.)
A.
Marina’s Claims are Not Time-Barred
Master Link’s contention that the one-year period of
limitations bars Marina’s claim is unconvincing.
Commerce Code is persuasive, not binding.
The Puerto Rico
See Pan Am. Grain, 215
Civil No. 17-1307 (FAB)
F. 3d at 175.
10
Cf. Gardner v. Panama R. Co., 342 U.S. 29, 30–
31 (“laches is a question primarily addressed to the discretion of
the trial court [and] the matter should not be determined merely
by a reference to and a mechanical application of the statute of
limitations”).
laches
is
Even pursuant to a one-year period of limitations,
inapplicable
because
this
action
commenced
without
unreasonable delay, and is not prejudicial to Master Link.
1.
Master
Delay
Link
Failed
to
Demonstrate
Unreasonable
Marina commenced this action without unreasonable
delay.
Marina
opportunity
to
afforded
address
Master
its
Link
default
ample
on
time,
the
Master
Agreement and the Fajardo Vessel Agreement.
p. 4.)
notice
Link
and
Barge
(Docket No. 47 a
Marina sent Master Link numerous written communications
and invitations to meet in person to discuss payment issues to no
avail.
(Docket No. 31 at p. 6.)
litigation
only
after
Master
Link
Marina resorted to civil
failed
balances pursuant to both agreements.
to
pay
outstanding
Accordingly, the factual
allegations in the third amended complaint demonstrate that Marina
commenced this action without unreasonable delay.
2.
Master Link Failed to Demonstrate Prejudice
The third amended complaint alleges that Master
Link suffered no prejudice because the Master Link Barge and the
Civil No. 17-1307 (FAB)
Fajardo
Vessel
remain
11
stored
at
Marina’s
facilities,
Master Link’s failure to pay for this service.
p. 4.)
despite
(Docket No. 47 at
Although Master Link concedes its failure to pay Marina,
Master Link neglects to articulate how it would be prejudiced
should this claim proceed.
Master
Link
has
failed
(Docket No. 30 at p. 7.)
to
demonstrate
that
it
Accordingly,
suffered
any
prejudice suggesting that the period of limitations precludes
Marina’s claims.
See Sedeco, 570 F.3d 60 (dismissing admiralty
claim where plaintiff offered no grounds for rebutting presumption
of unreasonable delay and prejudice); Benjamin Shipping, 829 F.2d
281
(applying
laches
where
plaintiff
offered
no
evidence
suggesting that defendant was prejudiced).
The First Circuit Court of Appeals’ decision in
Doyle is illustrative.
The Doyle court addressed whether the
relevant period of limitations barred crewmen from seeking lost
wages dating back a period of eight years.
513 F.3d 331.
After
determining that “the three-year limitation period for unpaid wage
claims in Rhode Island law” applied, the First Circuit Court of
Appeals precluded the crewmen from “pursu[ing] wage claims from
the
distant
past
and”
because
“it
[would
be]
prejudicial
to
Defendants to be required to pay over money to Plaintiffs that had
already been distributed to the other crewmen.”
Id. at 335—337.
Contrary to the crewmen in Doyle, Marina placed Master Link on
Civil No. 17-1307 (FAB)
notice
regarding
its
12
financial
obligations
pursuant
to
both
agreements, and continued to store the Master Link Barge and the
Fajardo Vessel at Marina’s facility prior to and throughout this
litigation.
Consequently, the doctrine of laches cannot sustain
Master Link’s motion to dismiss.
B.
Assumption of Debts and Obligations Claim
Master Link contends that it did not assume the MTA’s
obligations pursuant to the Fajardo Vessel Agreement.
No. 30 at p. 2.)
expressly
assumed
outstanding
Marina, however, alleges that Master Link
and
payments
Vessel Agreement.
(Docket
accepted
and
responsibility
obligations
pursuant
(Docket No. 47 at p. 4.)
for
to
the
the
MTA’s
Fajardo
Resolution of this
issue is immaterial to the 12(b)(6) motion. The Court is satisfied
that Marina complied with the pleading standard set forth in
Federal Rule of Civil Procedure 8, and that Marina’s claims are
not time barred.
V.
Conclusion
For the reasons set forth above, the Court DENIES Master
Link’s motion to dismiss pursuant to Rule 12(b)(6).
No. 52.)
(Docket
Civil No. 17-1307 (FAB)
13
IT IS SO ORDERED.
San Juan, Puerto Rico, June 19, 2018.
s/ Francisco A. Besosa
FRANCISCO A. BESOSA
UNITED STATES DISTRICT JUDGE
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