ELLEN SEGAL HUVELLE, United States District Judge.
Plaintiff GenopsGroup LLC ("Genops") has sued defendants Public House Investments, LLC ("PHI") and Public Irish Pub, LLC ("PIP") for their alleged failure pay plaintiff under two separate contracts for the build-out of the storefront and interior of a restaurant in National Harbor, Maryland. The defendants removed the case to federal court (Notice of Removal, May 27, 2014 [Dkt. No. 1]) and have filed a motion to dismiss plaintiff's complaint for failure to state a claim upon which relief can be granted. (Mot., May 27, 2014 [Dkt. No. 4].) For the following reasons, the Court will grant plaintiff's motion in part, dismiss plaintiff's claim against PIP for failure to state a claim, and remand plaintiff's claim against PHI to the District of Columbia Superior Court.
Plaintiff entered into two separate contracts — one with each defendant — from which plaintiff's breach of contract claims arise. On October 7, 2010, plaintiff entered into a contract with PHI to build a restaurant storefront in National Harbor, Maryland. (Compl., March 13, 2014 [Dkt. No. 1] ¶ 5; Contractor Agreement between PHI and Genops ("PHI Contract"), October 2010 [Dkt. No. 7-2] at 1.) Under the contract, PHI was to pay plaintiff $124,610 for its completion of the storefront. (Compl. ¶ 6.) Although plaintiff completed the storefront in accordance with the contract terms, and PHI has paid plaintiff for a portion of its work, PHI still owes plaintiff $34,610 under the contract. (Id. ¶¶ 7-9.)
On October 21, 2010, plaintiff entered into a contract with PIP to build-out the interior of a restaurant in National Harbor, Maryland. (Compl. ¶ 10; Abbreviated Standard Form of Agreement Between PIP and Genops with Stipulated Sum ("PIP Contract"), Oct. 21, 2010 [Dkt. No. 4-2] at 1.) Under the contract, PIP was to pay plaintiff $557,000 for its build-out of the restaurant interior. (Compl. ¶ 11.) Plaintiff completed its build-out of the interior in accordance with the contract terms. (Id. ¶ 12.) The contract contained a stipulation providing that "if, within one year after the date of Substantial Completion of the Work ... any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner...." (PIP Contract § 17.2.) PIP never notified plaintiff of any work that failed to meet the specifications of the contract. (Compl. ¶ 13.) Although PIP has paid plaintiff for some of its work, PIP still owes plaintiff a balance of $122,823 under the contract. (Id. ¶ 14.)
Nearly two years later, on March 13, 2014, plaintiff filed this action in the Superior Court of the District of Columbia, alleging breach of contract against each defendant under their respective contracts. On May 27, 2014, defendants removed the case to this Court on the basis of diversity jurisdiction. (Notice of Removal at 4.) Defendants now move to dismiss the case and enforce a "mandatory mediation provision" in PIP Contract § 9.10.1. (Def.'s Mem. of P. & A. in Support of Mot. to Dismiss, May 27, 2014 [Dkt. No. 4-1] at 1-2.)
"To survive a motion to dismiss, a complaint 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, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). Thus, when ruling on a motion to dismiss pursuant to Rule 12(b)(6), courts must assume the veracity of all "well-pleaded factual allegations" contained in the complaint and draw all reasonable inferences in plaintiff's favor. Iqbal, 556 U.S. at 678-79, 129 S.Ct. 1937; see also Atherton v. D.C. Office of Mayor, 567 F.3d 672, 681 (D.C.Cir.2009). In so doing, a court is not limited to the facts alleged in the complaint, but also may consider documents attached to or incorporated by reference in the complaint, matters about which the court may take judicial notice, and any documents appended to a motion to dismiss whose authenticity is not disputed if they are referred to in the complaint and are integral to a claim. U.S. ex rel. Folliard v. CDW Tech. Servs., Inc., 722 F.Supp.2d 20, 24 (D.D.C.2010); see also Fed. R. Civ. P. 10(c).
"`It is axiomatic that subject matter jurisdiction may not be waived, and that courts may raise the issue sua sponte.'" NetworkIP, LLC v. FCC, 548 F.3d 116, 120 (D.C.Cir.2008) (quoting Athens Cmty. Hosp., Inc. v. Schweiker, 686 F.2d 989, 992 (D.C.Cir.1982)). Indeed, before proceeding to the merits, the Court must first assure itself that it has subject matter jurisdiction over plaintiff's motion. Id. Because plaintiff only brings state-law breach of contract claims against the defendants, the Court's subject matter jurisdiction must rest, if at all, on diversity of citizenship under 28 U.S.C. § 1332. Further, because defendants removed this action to federal court, they have the burden of establishing jurisdiction. See Breakman v. AOL LLC, 545 F.Supp.2d 96, 100 (D.D.C.2008).
A federal court has diversity jurisdiction when (1) there is complete diversity of citizenship among the parties (that is, no plaintiff is a citizen of the same state as any defendant) and (2) the "amount in
"When calculating the amount in controversy for purposes of this statute, it is well-established that `the separate and distinct claims of two or more plaintiffs cannot be aggregated in order to satisfy the jurisdictional amount requirement.'" Nat'l Consumers League v. Flowers Bakeries, LLC, 36 F.Supp.3d 26, 31, 2014 WL 1372642 at *3 (D.D.C. Apr. 8, 2014) (quoting Snyder v. Harris, 394 U.S. 332, 335, 89 S.Ct. 1053, 22 L.Ed.2d 319 (1969)); accord Georgiades v. Martin-Trigona, 729 F.2d 831, 833 (D.C.Cir.1984) ("Separate and distinct claims, regardless of whether they share a community of interest or originate in a single transaction or event, may not be aggregated to satisfy the jurisdictional amount-in-controversy requirement"). The same principle applies to diversity cases involving one plaintiff and two or more defendants, but with a twist: claims against multiple defendants can be aggregated only when the defendants are jointly liable to the plaintiff. See Middle Tenn. News Co. v. Charnel of Cincinnati, Inc., 250 F.3d 1077, 1081 (7th Cir.2001); State Farm Mut. Auto. Ins. Co. v. A & J Med. Ctr., 20 F.Supp.3d 1363, 1366-67, 2014 WL 2025799 at *3 (S.D.Fla. May 15, 2014); Cronin v. State Farm Lloyds, 2008 WL 4649653 at *4 (S.D.Tex. Oct. 10, 2008); see also 14B Charles Alan Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure § 3704, at 138-41 (3d ed. 1998) ("[T]he cases are quite clear and virtually unanimous that separate and distinct claims by different plaintiffs still cannot be aggregated for purposes of measuring the amount in controversy. The same rule applies when suit is brought by a single plaintiff against multiple defendants.").
In this case, defendants have not suggested — let alone demonstrated — that they are jointly liable for plaintiff's separate and distinct claims. Defendants are limited liability companies that are wholly owned by different members and share no other indicia of corporate relationship. (See Notice of Removal at 3-4). Further, plaintiff does not seek to hold defendants jointly liable. Indeed, plaintiff's claims arise out of separate contracts for the performance of different types of work, and neither defendant co-signed the other's contract to guarantee its performance. (Compl. ¶¶ 5-14; PIP Contract at 2, 17; PHI Contract at 1, 4.) Because defendants have failed to demonstrate that they would be jointly liable for the claims brought in this action, the Court concludes that it lacks diversity jurisdiction over plaintiff's claim against PHI. Therefore, if the Court exercises jurisdiction over plaintiff's claim against PHI, it may only do so on the basis of supplemental jurisdiction under 28 U.S.C. § 1367.
Under D.C. common law, "`the written language embodying the terms of an agreement will govern the rights and liabilities of the parties regardless of the
PIP seeks to dismiss plaintiff's breach of contract claim for its failure to pursue mediation prior to litigation in accord with PIP Contract § 9.10.1. (Mot. at 1-2, 5-7.)
Plaintiff argues, however, that it did not need to pursue mediation because it formally "decline[d] mediation" pursuant to PIP Contract § 9.10.3. (Pls.' Opp'n to Defs.' Mot. to Dismiss, July 31, 2014 [Dkt. No. 7] at 3; Notice at 1.) PIP Contract § 9.10.3 provides that "[b]y mutual consent, the parties may endeavor to resolve their disputes by mediation...." (PIP Contract § 9.10.3 (emphasis added)). Plaintiff apparently reads section 9.10.3's permissive language as making mediation merely optional. (Opp'n at 3-4.) While plaintiff is correct that section 9.10.3, when read in isolation, suggests that mediation is optional, its language cannot undermine the unequivocal requirement set forth in section 9.10.1: "[c]laims ... arising out of
The PIP Contract therefore required plaintiff to submit its claim against PIP to mediation as a condition precedent to pursuing litigation. The PIP Contract did not allow plaintiff to — as it did here — simply "decline mediation" and proceed directly with litigation. "The failure to mediate... a contract that makes mediation ... a condition precedent to filing a lawsuit has been held to warrant dismissal." Golden State Foods Corp., 2014 WL 2931127 at *7 (collecting cases); see also Tattoo Art, Inc. v. Tat Int'l, LLC, 711 F.Supp.2d 645, 651 (E.D.Va.2010). Therefore, because plaintiff did not submit its claim against PIP to mediation prior to filing this suit, the Court will dismiss the claim without prejudice. See Tattoo Art, 711 F.Supp.2d at 652.
When, as here, the state-law claim providing the Court with diversity jurisdiction has been dismissed, the Court "may decline to exercise supplemental jurisdiction" over the remaining state-law claims. 28 U.S.C. § 1367(c)(3). In deciding "whether to exercise jurisdiction," the Court "should consider and weigh ... the values of judicial economy, convenience, fairness, and comity." Carnegie-Mellon Univ. v. Cohill, 484 U.S. 343, 350, 108 S.Ct. 614, 98 L.Ed.2d 720 (1988). "[I]n the usual case ... the balance of factors ... will point toward declining to exercise jurisdiction over the remaining state-law claims." Id. at 350 n. 7, 108 S.Ct. 614.
The Court concludes this is a "usual case." Therefore, in light of the dismissal of plaintiff's claim against PIP, there is no reason for the Court to retain jurisdiction over plaintiff's separate claim against PHI that fails to independently satisfy the requirements for diversity jurisdiction.
For these foregoing reasons, the Court will grant plaintiff's motion to dismiss [Dkt. No. 4] in part, dismiss plaintiff's claim against Public Irish Pub without prejudice, and remand plaintiff's claim against Public House Investments to District of Columbia Superior Court. An Order consistent with this Memorandum Opinion will be filed on this day.