LARRY R. HICKS, District Judge.
Before the Court is Defendant Production Pattern and Foundry Co., Inc.'s ("PPF") Motion to Dismiss. Doc. #9.
This action involves a dispute arising from an alleged agreement between CASS and PPF for brokerage services. According to the Complaint, "CASS, pursuant to PPF's instructions, agreed to arrange for material to be provided to PPF." Doc. #1, ¶6. CASS then, "acting solely as a broker, arranged for this material to be provided by a third party supplier." Doc. #1, ¶7. In reliance on this alleged agreement, CASS entered into several agreements with Alcoa Primary Metals ("Alcoa")
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 the present Motion seeking dismissal of CASS' claims pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted.
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 Atlantic 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.
PPF asserts that CASS' first, second, fifth, and sixth causes of actions are all barred by the statute of limitations, whether analyzed under California or Nevada law.
Here, the Court cannot ascertain from the Complaint, or the exhibits incorporated by reference therein,
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., 116 Cal.App.4th 1375 n.6 (2004). An enforceable contract requires: (1) an offer and acceptance; (2) meeting of the minds; and (3) consideration. May v. Anderson, 121 Nev. 668, 672 (Nev. 2005).
First, the Court finds that CASS fails to assert factual allegations that plausibly suggest the existence of a valid contract in accordance with Rule 8(a)(2)'s requirements. See Doc. #1, ¶6 ("pursuant to PPF's instructions, CASS agreed to arrange for material to be provided to PPF during 2008 and 2009 and generated sales orders"); see also Doc. #1, ¶18 ("[i]n 2007, 2008, and 2009, CASS and PPF entered into several agreements wherein CASS agreed to arrange for material to be provided to PPF"). In this regard, the Court agrees with PPF's contention that "it should be axiomatic that a complaint fails to state a cause of action for breach of contract if one cannot even discern whether the alleged contract is oral or written." Doc. #13, 9:19-20. Moreover, it's not clear that the sales orders and invoices to which the Complaint refers bear any relationship whatsoever to the claims at issue. Similarly, the letters to which the Complaint refers, which presumably evidence PPF's belief that there was an agreement, do not amount to an adequate allegation of the existence of a valid contract. For this reason, the Court finds that CASS' first and second causes of action for breach of contract fail to give PPF fair notice of the grounds on which the claims rest.
Second, CASS does not adequately allege the nature or terms of the agreement such that PPF, or the Court, would have notice of the roles that either party played in the transaction. See Gowen v. Tiltware LLC, 2009 WL 1441653, at *4 (May 19, 2009) (finding plaintiff's complaint to be deficient where she failed to allege facts as to the nature and terms of the agreement). CASS' allegations that "CASS performed all its duties and obligations under the above-described agreements, except to the extent that CASS was prevented or excused from performing by the breaches of Defendants" is nothing more than a formulaic recitation of the second element of a breach of contract claim. See Doc. #1, ¶¶13, 22. Moreover, the Court is 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, as there is no indication of what PPF's obligations were thereunder. For this reason as well, the Court finds that CASS' first and second causes of action for breach of contract fail to give PPF fair notice of the grounds on which the claims rest. Accordingly, CASS' first and second causes of action for breach of contract shall be dismissed for failure to state a claim.
Old W. Enterprises, Inc. v. Reno Escrow Co., 86 Nev. 727, 729 (1970).
To bring an action for mutual open account, "there must be mutual demands between the parties—demands upon which each might maintain an action." Warren v. Sweeney, 4 Nev. 101, 102 (1868). However, "[w]here payments on account are made by one party, for which credit is given by the other, it is an account without reciprocity, and only upon one side." Id. As such, "it cannot be said to be a mutual account consisting of reciprocal demands."
"It is well established that all contracts impose upon the parties an implied covenant of good faith and fair dealing, which prohibits arbitrary or unfair acts by one party that work to the disadvantage of the other." Nelson v. Heer, 123 Nev. 217, 226 (2007). Where one party to a contract "deliberately countravenes the intention and spirit of the contract, that party can incur liability for breach of the implied covenant of good faith and fair dealing." Hilton Hotels v. Butch Lewis Productions, 107 Nev. 226, 232 (1991). Here, CASS' fifth cause of action for breach of the covenant of good faith and fair dealing is derivative of its first and second causes of action for breach of contract. For the reasons explained above, however, CASS cannot pursue either breach of contract claim as presently pled. Specifically, CASS failed to satisfy Rule 8(a)(2)'s notice pleading standard. As such, CASS' fifth cause of action for breach of the covenant of good faith and fair dealing shall be dismissed.
The theory of quantum meruit is based upon the premise that, when one renders service or transfers property which is valuable to another, which the latter accepts, a promise is implied to pay the reasonable value thereof. See Hannon v. Wells Fargo Home Mortg., 2012 WL 2499290, *6 (D. Nev. 2012). To establish a quantum meruit claim, "a plaintiff must show she conferred a benefit on the defendant, and the defendant appreciated, accepted, and retained the benefit under circumstances such that it would be inequitable for him to retain the benefit without paying for it." In re Wal-Mart Wage and Hour Employ. Pract. Litig., 490 F.Supp.2d 1091, 1125 (D. Nev. 2007). However, a claim for quantum meruit is not actionable when the claim is based on an express contract. See Mobius Connections Group, Inc. v. TechSkills, LLC, 2012 WL 194434, *8 (D. Nev. 2012); see also Leasepartners Corp. v. Robert L. Brooks Trust, 113 Nev. 747, 756 (1997). Here, CASS' claim for quantum meruit is based entirely on the alleged agreements that form the basis for CASS' first and second causes of action for breach of contract. Moreover, CASS' allegations related to the parties duties, obligations, conditions, covenants, and promises rely on the terms of alleged contract. See Doc. #1, ¶¶ 45, 46. Accordingly, CASS' fifth claim for quantum meruit shall be dismissed for failure to state a claim.
IT IS THEREFORE ORDERED that PPF's Motion to Dismiss (Doc. #9) is GRANTED. CASS' Complaint shall be DISMISSED without prejudice. CASS shall have thirty (30) in which days to file an Amended Complaint.
IT IS FURTHER ORDERED that CASS' Motion for Leave to File a Supplemental Opposition is GRANTED.
IT IS FURTHER ORDERED that CASS' Motion to File a First Amended Complaint is DENIED as moot.
IT IS FURTHER ORDERED that CASS' Request for Sanctions is DENIED.
IT IS SO ORDERED.