T&B Electric Company, Inc. v. SimplexGrinnell, LP
Filing
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MEMORANDUM OPINION. Signed by District Judge James C. Cacheris on 5/26/2015. (rban, )
IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA
Alexandria Division
T&B ELECTRIC CO., INC.,
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Plaintiff,
v.
SIMPLEXGRINNELL, LP
Defendant.
M E M O R A N D U M
1:15cv438 (JCC/TCB)
O P I N I O N
This matter is before the Court on Defendant
SimplexGrinnell, LP’s (“Defendant” or “Simplex”) Motion to
Dismiss.
[Dkt. 3.]
Following oral argument of counsel, the
Court denied the motion from the bench and required Simplex to
file an answer no later than May 29, 2015.
This opinion
memorializes the Court’s reason for this decision.
I. Background
T&B Electric Company (“T&B”) entered into a contract
with R.E. Daffan, Inc. (“Daffan”) to complete electrical work on
one of Daffan’s projects (“the project”) in Arlington, Virginia.
(Compl. [Dkt. 1-1] ¶¶ 6-7.)
T&B’s scope of work included the
security package for the project.
(Id. ¶ 7.)
T&B then
contracted with Simplex to install the security package.
(Id.)
The terms of the relationship were set out in a purchase order
signed by both parties.
(Id.)
According to T&B, Simplex
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“failed to perform its duties under the Purchase Order with T&B
in a timely manner.”
(Id. ¶ 9.)
As a result of Simplex’s
failure to perform in a timely manner, completion of the entire
project was delayed.
(Id. ¶¶ 10, 12.)
T&B asserted claims against Daffan for breach of
contract due to Daffan’s alleged failure to fully pay T&B for
its work. 1
(Id. ¶ 11.)
T&B was forced to “compromise” its
claims with Daffan “in part” because schedule analyses showed
that Simplex’s late completion of the security system delayed
the entire project.
(Id. ¶ 13.)
T&B filed a one-count breach of contract action
against Simplex in the Circuit Court of Arlington County seeking
$123,000 in damages.
this Court.
(Id. ¶ 17.)
Simplex timely removed to
(Notice of Removal [Dkt. 1] ¶ 3.)
Simplex now
moves to dismiss the action, arguing that it had no obligation
to perform work within a specified time period and therefore
could not have breached any obligation to T&B.
1
(Def.’s Mem. in
Daffan sued the project owner for breach of contract for the
owner’s alleged failure to pay Daffan for all work it performed
on the project, including a number of claims asserted by T&B on
a “pass-through” basis. (Compl. ¶ 11.) The project owner
counterclaimed, seeking damages for delays associated with late
completion of the project. (Id.) Daffan and the project owner
settled in July 2014. (Id. ¶ 12.) According to T&B, the
settlement involved the compromise of claims asserted by Daffan,
including T&B’s pass-through claims, due, in part, to delays
associated with Simplex’s security package work. (Id.)
2
Supp. [Dkt. 4] at 5.)
For the reasons that follow, the Court
denied the motion.
II. Legal Standard
“A motion to dismiss under Rule 12(b)(6) tests the
sufficiency of a complaint[.]”
Republican Party of N.C. v.
Martin, 980 F.2d 943, 952 (4th Cir. 1992) (citation omitted).
The Supreme Court has stated that in order “[t]o survive a
motion to dismiss, a [c]omplaint must contain sufficient factual
matter, accepted as true, to ‘state a claim to relief that is
plausible on its face.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570
(2007)).
“A claim has facial plausibility when the pleaded
factual content allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.”
Id.
The issue in resolving such a motion is not
whether the non-movant will ultimately prevail, but whether the
non-movant is entitled to offer evidence to support his or her
claims.
“Determining whether a complaint states a plausible
claim for relief [is] . . . a context-specific task that
requires the reviewing court to draw on its judicial experience
and common sense.”
Iqbal, 556 U.S. at 679 (citations omitted).
To survive a motion to dismiss, a plaintiff’s complaint must
demand more than “an unadorned, the-defendant-unlawfully-harmed3
me accusation.”
555.
Iqbal, 556 U.S. at 678; Twombly, 550 U.S. at
Legal conclusions couched as factual allegations are not
sufficient.
Twombly, 550 U.S. at 555.
Hence, a pleading that
offers only “formulaic recitation of the elements of a cause of
action will not do.”
at 557.
Iqbal, 556 U.S. at 678; Twombly, 550 U.S.
Nor will a complaint that tenders mere “naked
assertion[s]” devoid of “further factual enhancement.”
Iqbal,
556 U.S. at 678; Twombly, 550 U.S. at 557.
Moreover, the plaintiff does not have to show a
likelihood of success on the merits.
Rather, the complaint must
merely allege – directly or indirectly – each element of a
“viable legal theory.”
Twombly, 550 U.S. at 562-63.
III. Analysis
At the outset, the Court must determine which law to
apply here.
See Zaklit v. Global Linguist Solutions, LLC, No.
1:14cv314, 2014 WL 3109804, at *4 (E.D. Va. July 8, 2014)
(“Before reaching the merits of Plaintiffs’ claims, the Court
must first address the important question of the applicable
choice of law.”).
Simplex contends Virginia law applies, as
this case was removed to this Court from Virginia state court on
the basis of diversity jurisdiction.
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(Def.’s Mem. in Supp. at 4
n.2.)
T&B argues that pursuant to paragraph 30 2 of the purchase
order, 3 Massachusetts law governs.
(Pl.’s Opp. [Dkt. 6] at 4.)
As a federal court sitting in diversity, this Court
must apply the choice of law rules of the forum state – in this
case, Virginia.
See Hitachi Credit Am. Corp. v. Signet Bank,
166 F.3d 614, 623-24 (4th Cir. 1999).
“Virginia law looks
favorably upon choice of law clauses in a contract, giving them
full effect except in unusual circumstances.”
Id.; see Faltings
v. Int’l Bus. Mach. Corp., No. 87-1123, 1988 WL 83316, at *3
(4th Cir. Aug. 4, 1988) (stating that under Virginia law,
choice-of-law provisions are enforced unless there was no
reasonable basis for the parties’ choice or where one of the
parties was misled into agreeing to the provision).
2
Here, there
Paragraph 30 of the purchase order states “[t]he laws of
Massachusetts shall govern the validity, enforceability, and
interpretation of this Agreement.” (Def.’s Mem. in Supp., Ex.
A, at 11.)
3
When considering a motion to dismiss, “[o]rdinarily, a court
may 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.” Witthohn v.
Fed. Ins. Co., 164 F. App’x 395, 396 (4th Cir. 2006). However,
courts may consider “documents attached to the complaint . . .
as well as those attached to the motion to dismiss, so long as
they are integral to the complaint and authentic.” Phillips v.
Pitt Cnty. Mem’l Hosp., 572 F. 3d 176, 180 (4th Cir. 2009)
(citation omitted). At the motion hearing, the Court expressed
skepticism over its ability to consider the purchase order in
resolving this motion. However, the purchase order is in fact
properly before the Court at this stage. The purchase order is
integral to the claims asserted in the complaint as well as
arguments raised in Simplex’s motion to dismiss.
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are no “unusual circumstances” that would displace the parties’
choice of Massachusetts law.
Therefore, Massachusetts law will
govern the interpretation of the purchase order.
Under Massachusetts law, the elements of a breach of
contract are: “(1) the existence of a valid and binding
contract, (2) that the defendant breached the terms of the
contract, and (3) plaintiff has suffered damages from the
breach.”
Pizzeria Uno Corp. v. Pizza By Pubs, Inc., No. 09-
12015-DJC, 2011 WL 4020845, at *3 (D. Mass. Sept. 9, 2011).
Simplex argues the complaint should be dismissed because T&B has
not demonstrated that Simplex breached any duty owed to it under
the contract.
Specifically, Simplex argues that the purchase
order did not require it to perform within a specified period of
time, and therefore it could not have breached a contractual
duty it owed to T&B.
(Def.’s Mem. in Supp. at 5.)
Neither party has pointed to a term in the purchase
order that requires Simplex’s performance by a specified time.
However, this does not mean that Simplex had an unlimited amount
of time to perform.
“[W]here a contract fails to specify a time
for performance, ‘it is as if within a reasonable time were
found in it.’”
Arno v. Arbella Mut. Ins. Co., No. 03-1301, 2005
WL 2739905, at *2 (Mass. Sup. Ct. Aug. 26, 2005) (quoting Town
of Warren v. Ball, 170 N.E.2d 341, 344 (Mass. 1960)); see also
DeCiccio v. Lacoy, No. 940321, 1998 WL 1182097, at *3 (Mass.
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Sup. Ct. Mar. 9, 1998) (“In cases where an otherwise valid
contract is silent as to a time for performance, the law will
impose a reasonable time within which performance is to be
expected.”).
“What is a reasonable time is a question of law,
to be determined with reference to the nature of the contract
and the probable intention of the parties as indicated by it.”
Warren, 170 N.E.2d at 344.
Here, T&B has stated a viable claim for breach of
contract.
Neither party disputes that there was a contract
between the parties.
T&B alleges that Simplex’s performance did
not occur “within a reasonable time.”
(Compl. ¶¶ 9-13.)
Specifically, Plaintiff contends that Defendant’s late
completion of the security package installation “impacted and
delayed the overall project.”
(Id. ¶ 13.)
Finally, T&B
adequately alleges damages caused by Defendant’s supposed
failure to promptly perform.
(Compl. ¶¶ 12, 17.)
Plaintiff has
alleged a breach of contract sufficient to survive a motion to
dismiss, and therefore Simplex’s motion must be denied. 4
4
As the facts develop in this case, Simplex is free argue that
performance was, in fact, reasonable under the law or assert a
statute of limitations defense. See Goodman v. Praxair, Inc.,
494 F.3d 458, 464 (4th Cir. 2007) (stating statute of
limitations is an affirmative defense that must be raised by the
defendant and can only be considered on a motion to dismiss
where “all facts necessary to the affirmative defense clearly
appear on the face of the complaint.”) (emphasis in original).
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The cases cited by Simplex do not support its argument
that it had no obligation to timely perform because time for
performance was not specified in the contract.
In Zaklit, this
Court held that the defendant did not breach its contractual
duty to provide plaintiffs with transportation because the
contracts did not create a duty to provide immediate
transportation.
Zaklit, 2014 WL 3109804 at *19.
In fact, the
employment contracts at issue specifically stated that such
transportation could be “significantly restricted, delayed, or
made more difficult.”
Id.
Similarly, in Casey Industries, Inc.
v. Seaboard Surety Co., this Court rejected the idea that a
subcontract incorporated the provision of the general contract
calling for liquidated damages when work was not completed by
the substantial completion date, where the subcontract expressly
excluded the terms of the general contract from the
subcontracts.
July 27, 2006).
No. 1:06cv249, 2006 WL 2126206, at *2 (E.D. Va.
Finally, in Car Pool LLC v. Hoke, the Court
dismissed the breach of contract claim because the defendant’s
actions did not constitute a breach of a confidentiality
agreement under the terms of that agreement.
No. 3:12cv511,
2012 WL 4854652, at *5 (E.D. Va. Oct. 11, 2012).
These cases
demonstrate that where the parties have expressly contracted for
certain terms, courts will not rewrite the contract’s language.
Therefore, Defendant’s motion must be denied.
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IV. Conclusion
For the following reasons, the Court denied
Defendant’s motion.
May 26, 2015
Alexandria, Virginia
An appropriate order will issue.
/s/
James C. Cacheris
UNITED STATES DISTRICT COURT JUDGE
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