United States District Court, D. Nevada
BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation, Plaintiff,
YOEL INY, et al., Defendants. YOEL INY, et al., Counterclaimants,
BRANCH BANKING AND TRUST COMPANY, Counterdefendant.
(PLF'S MOTION TO DISMISS COUNTERCLAIM - DKT. NO. 61)
MIRANDA M. DU, District Judge.
Before the Court is Plaintiff/Counterdefendant Branch Banking and Trust's ("BB&T") Motion to Dismiss Counterclaim ("Motion"). (Dkt. no. 61.) For the reasons set out below, the Motion is granted.
BB&T brings this action against Defendants/Counterclaimants Yoel Iny, individually and as Trustee of the Y&T Iny Family Trust, Noam Schwartz, individually and as Trustee of the Noam Schwartz Trust, and D.M.S.I., LLC (also referred to as "Guarantors"). BB&T filed the Amended Complaint on February 28, 2012. (Dkt. no. 16.) The Amended Complaint alleges the following. On January 11, 2007, GAC Storage Lansing, LLC ("GAC Lansing"), executed and delivered a promissory note ("Note") secured by a deed of trust to Colonial Bank, N.A. ( Id. at 3.) Guarantors executed and delivered a guarantee as to the payment of all amounts due under the Note to Colonial Bank, N.A. ( Id. ) Colonial Bank, an Alabama banking corporation, succeeded Colonial Bank, N.A and was closed by the State Banking Department of the State of Alabama. ( Id. at 4.) The Federal Deposit Insurance Corporation ("FDIC") was named as receiver in order to liquidate and distribute Colonial Bank's assets. ( Id. ) FDIC assigned all of its right, title and interest in the loan documents related to the Note to BB&T. ( Id. ) BB&T thus became the successor in interest and holder of the Note. ( Id. ) Borrower GAC Lansing failed to pay the outstanding balance of the Note by its maturity date of July 29, 2009. ( Id. ) On or about June 16, 2011, BB&T sent a letter to GAC Lansing and the Guarantors demanding that they cure the default but they failed to do so. ( Id. at 4-5.) The Amended Complaint asserts claims against the Guarantors for breach of guaranty and breach of the covenant of good faith and fair dealing. ( Id. at 5-6.)
Guarantors filed an Answer to the Amended Complaint and Counterclaim ("Counterclaim"). (Dkt. no. 57.) They assert that from late 2009 to mid-2011 representatives of BB&T "explicitly promised that BB&T would provide [Guarantors] with adequate time and opportunity to propose and implement a real estate property action plan to address and work-out certain Colonial Bank loans" including the loan to GAC Lansing. ( Id. at 10.) Guarantors refer to this promise as the "Work-out Agreement" and allege that they spent time and money carrying out the agreement and, in return, "BB&T orally agreed to forbear from enforcing certain rights under the GAC Storage Lansing Loan and otherwise refrain from foreclosing on the property securing said Loan." ( Id. at 11.) Guarantors assert claims of breach of oral contract and detrimental reliance/promissory estoppel against BB&T. ( Id. at 11-13.)
BB&T moved to dismiss the Counterclaim pursuant to Fed.R.Civ.P. 12(b)(6) (dkt. no. 61), Guarantors filed an opposition (dkt. no. 62) and BB&T filed a reply in further support of the Motion (dkt. no. 63).
A. Legal Standard
A court may dismiss a pleading for "failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). A properly pled counterclaim must provide "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). While Rule 8 does not require detailed factual allegations, it demands more than "labels and conclusions" or a "formulaic recitation of the elements of a cause of action." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) ( citing Papasan v. Allain, 478 U.S. 265, 286 (1986)). "Factual allegations must be enough to rise above the speculative level." Twombly, 550 U.S. at 555. Thus, to survive a motion to dismiss, a counterclaim must contain sufficient factual matter to "state a claim to relief that is plausible on its face." Iqbal, 556 U.S. at 678 (internal citation omitted).
In Iqbal, the Supreme Court clarified the two-step approach district courts are to apply when considering motions to dismiss. First, a district court must accept as true all well-pled factual allegations; however, legal conclusions are not entitled to the assumption of truth. Id. at 679. Mere recitals of the elements of a cause of action, supported only by conclusory statements, do not suffice. Id. at 678. Second, a district court must consider whether the factual allegations in the counterclaim allege a plausible claim for relief. Id. at 679. A counterclaim is facially plausible when it alleges facts that allow a court to draw a reasonable inference that the counterdefendant is liable for the alleged misconduct. Id. at 678. Where the counterclaim does not permit the court to infer more than the mere possibility of misconduct, the counterclaim has "alleged-but not shown-that the pleader is entitled to relief." Id. at 679 (internal quotation marks omitted). When the counterclaim has not crossed the line from conceivable to plausible, the counterclaim must be dismissed. Twombly, 550 U.S. at 570.
A counterclaim must contain either direct or inferential allegations concerning "all the material elements necessary to sustain recovery under some viable legal theory." Twombly, 550 U.S. at 562 ( quoting Car Carriers, Inc. v. Ford Motor Co., 745 F.2d 1101, 1106 (7th Cir. 1989) (emphasis in original)).