United States District Court, D. Nevada
LARRY R. HICKS, District Judge.
Before the Court is Defendant Production Pattern and Foundry Co., Inc.'s ("PPF") Motion to Dismiss Plaintiff CASS, Inc.'s ("CASS") First Amended Complaint ("FAC"). Doc. #30. CASS filed an Opposition (Doc. #36), to which PPF Replied (Doc. #39).
I. Factual Background
This action involves a dispute arising from an alleged agreement between CASS and PPF for brokerage services. According to the FAC, CASS "arranged for the delivery of material at a specified and agreed to price for PPF." Doc. #27, ¶5. CASS then, "acting solely as a broker... arranged for the delivery of material to be sent directly to Nevada by a third party supplier." Id. ¶7. In reliance on this alleged agreement, CASS entered into several agreements with Alcoa Primary Metals ("Alcoa") to arrange for the materials to be provided to PPF. Id. ¶8. CASS alleges that PPF failed to satisfy its agreements with CASS by failing to fulfill the sales orders, failing to unwind the agreements, and failing to pay for the rollover charges, fees, and costs that CASS was required to incur to Alcoa. Id. ¶14. CASS further alleges that PPF breached the aforementioned agreements when it failed to pay the amounts due on the sales invoices for the services, equipment, and material received by PPF. Id. ¶24.
On December 23, 2013, CASS filed a Complaint alleging causes of action for (1) breach of contract, (2) breach of contract, (3) account stated, (4) mutual open account, (5) quantum meruit/unjust enrichment, and (6) breach of the implied covenant of good faith and fair dealing. Doc. #1. On March 13, 2014, PPF filed a Motion to Dismiss CASS's Complaint under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted. Doc. #9. The Court granted PPF's Motion without prejudice on August 7, 2014. Doc. #25. CASS filed the FAC on September 5, 2014 (Doc. #27), and PPF filed its Motion to Dismiss the FAC on September 25, 2014 (Doc. #30).
II. Legal Standard
To survive a motion to dismiss for failure to state a claim, a complaint must satisfy the Federal Rule of Civil Procedure 8(a)(2) notice pleading standard. See Mendiondo v. Centinela Hosp. Med. Ctr., 521 F.3d 1097, 1103 (9th Cir. 2008). That is, a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). The Rule 8(a)(2) pleading standard does not require detailed factual allegations; however, a pleading that offers "labels and conclusions' or a formulaic recitation of the elements of a cause of action'" will not suffice. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)).
Furthermore, Rule 8(a)(2) requires a complaint to "contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Id. (quoting Twombly, 550 U.S. at 570). A claim has facial plausibility when the pleaded factual content allows the Court to draw the reasonable inference, based on the Court's judicial experience and common sense, that the defendant is liable for the misconduct alleged. See id. at 678-79. "The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility of entitlement to relief." Id. at 678 (internal quotation marks and citation omitted).
In reviewing a motion to dismiss, the court accepts the facts alleged in the complaint as true. Id. However, "bare assertions... amount[ing] to nothing more than a formulaic recitation of the elements of a... claim... are not entitled to an assumption of truth." Moss v. U.S. Secret Serv., 572 F.3d 962, 969 (9th Cir. 2009) (citing Iqbal, 556 U.S. at 681) (brackets in original) (internal quotation marks omitted). The Court discounts these allegations because "they do nothing more than state a legal conclusion-even if that conclusion is cast in the form of a factual allegation." Id. (citing Iqbal, 556 U.S. at 681). "In sum, for a complaint to survive a motion to dismiss, the non-conclusory factual content, ' and reasonable inferences from that content, must be plausibly suggestive of a claim entitling the plaintiff to relief." Id.
A. First Breach of Contract Claim
To prevail on a breach of contract claim, a plaintiff must demonstrate: (1) the existence of a valid contract; (2) that plaintiff performed or was excused from performance; (3) a breach by the defendant; and (4) damages resulting from defendant's breach. See Restatement (Second) of Contracts § 203 (2007); see also Saini v. Int'l Game Tech., 434 F.Supp.2d 913, 919-20 (D. Nev. 2006) (citing Richardson v. Jones, 1 Nev. 405, 405 (1865)); Armstrong Petroleum Corp. v. Tri-Valley Oil & Gas Co., 11 Cal.Rptr.3d 424 n.6 (Cal.Ct.App. 2004). An enforceable contract requires: (1) an offer and acceptance; (2) meeting of the minds; and (3) consideration. May v. Anderson, 119 P.3d 1254, 1257 (Nev. 2005).
In the prior Order granting PPF's Motion to Dismiss the original Complaint, the Court noted that this claim did not even state whether the alleged breached contract was an oral or written contract. Doc. #25 at 5. The Court added that the letters attached to the Complaint did "not amount to an adequate allegation of the existence of a valid contract." Id. at 5-6. Finally, the Court stated that it was "unable to decipher how PPF's failure to fulfill the sales orders, failure to pay to unwind a portion of the alleged agreement with CASS, and failure to pay for the rollover charges, fees, and costs that CASS incurred to Alcoa was a breach of the alleged agreement." Id. at 6. PPF argues that despite adding some details in the FAC, "[t]here is simply nothing in CASS's amended Complaint that plausibly suggests that PPF had any obligation to accept 1, 989, 990 pounds of metal on or before June 24, 2010, or to pay CASS, or Alcoa, for rollover charges, fees, costs, and penalties.'" Doc. #30 at 3-4.
The FAC improves upon the original Complaint in several important respects. First, the FAC states that the contracts were based on "written agreements" between the parties. Doc. #27 ¶12. The FAC also provides more information about the alleged contract between ...