United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
RODNEY W. SIPPEL, District Judge.
Plaintiff Union Electric Company, doing business as Ameren Missouri ("Ameren"), seeks to recover against Defendant CB&I Stone & Webster Construction, Inc. ("S&WC") for damages that occurred while S&WC was performing maintenance services at Ameren's Callaway Nuclear Power Plant ("Callaway"). S&WC moves for partial judgment on the pleadings pursuant to Federal Rule of Civil Procedure 12(c). Plaintiff opposes this motion and the issues are fully briefed. For the reasons set forth below, I will grant S&WC's motion for partial judgment on the pleadings.
On August 31, 2009, Ameren and S&WC entered into a Nuclear Services Agreement (the "Agreement"). Under the Agreement, S&WC was to perform modification and maintenance services at the Callaway plant upon Ameren's request.
On April 2, 2013, S&WC's workers were assigned the job of placing Personal Protection Equipment grounds in preparation for Power Factor testing at Callaway. Compl., at ¶ 15. According to the complaint, while S&WC's workers were performing this work, an arc flash occurred, causing property damage to the transformer and injuries to the S&WC workers. Id. at ¶ 24(c).
On November 18, 2013, Ameren filed its original petition in St. Louis County Circuit Court. On December 19, 2013, Ameren filed an amended petition. On January 9, 2014, S&WC removed the case to this Court.
The complaint alleges claims for breach of contract (Count III) and negligence (Count IV) against S&WC for damages related to the arc flash incident. Both counts allege that S&WC breached the Agreement (Count III) or was negligent (Count IV) by (a) not performing a Live-Dead-Live test (a test to determine if a circuit is live) prior to placing a grounding device on a bus bar in a transformer; (b) not waiting for directions before proceeding with placing a grounding device on a bus bar in a transformer when S&WC was uncertain how to interpret the plans and drawings of the transformer; and (c) failing to provide Ameren a competent Site Manager, competent superintendents, and competent supervisors at Callaway.
Ameren seeks recovery for the following six categories of damages: (a) $174, 000 in physical damages to the transformer that was allegedly damaged during the arc flash incident; (b) $782, 000 for delaying the state of "Refuel 19" for two days; (c) $265, 000 for S&WC employees that were sent offsite to be remediated and given a safety orientation after the arc flash incident; (d) $38, 000 for safety stand downs conducted by Ameren for all employees at Callaway after the arc flash incident; (e) $40, 000 for Ameren to train and badge new employees after the arc flash incident, and (f) $775, 000 for payments made to S&WC for services of a competent and capable site manager, superintendent and supervisors at Callaway that Ameren alleges it did not receive. Id. at ¶¶ 53, 59.
S&WC now moves for partial judgment on the pleadings, arguing that all of Ameren's claimed damages, except the $174, 000 category (a) claim for property damage, are explicitly barred by the Limitation of Liability clause in the Agreement. See id., Ex. A at § XXIX.B(ii), p. 28. Specifically, S&WC argues that the damages are barred because they are consequential or indirect damages based on breach of contract and property damage.
In ruling on a motion for judgment on the pleadings under Fed.R.Civ.P. 12(c), I must "accept as true all facts pleaded by the non-moving party and grant all reasonable inferences from the pleadings in favor of the non-moving party." United States v. Any & All Radio Station Transmission Equip., 207 F.3d 458, 462 (8th Cir. 2000) (citing Fed.R.Civ.P. 12(c)). This is a strict standard, as "[j]udgment on the pleadings is not properly granted unless the moving party has clearly established that no material issue of fact remains to be resolved and the party is entitled to a judgment as a matter of law." Id . "The motion for judgment on the pleadings only has utility when all material allegations of fact are admitted or not controverted in the pleadings and only questions of law remain to be decided by the district court." Wright & Miller, Federal Practice and Procedure: Civil 3d § 1367. As summarized in Federal Practice and Procedure:
[A] Rule 12(c) motion is designed to provide a means of disposing of cases when the material facts are not in dispute between the parties and a judgment on the merits can be achieved by focusing on the content of the competing pleadings, exhibits thereto, matters incorporated by reference in the pleadings, whatever is central or integral to the claim for relief or defense, and any facts of which the district court will take judicial notice.
Id., at *3 (quoting 5C Charles Alan Wright & Arthur Miller, Federal Practice and Procedure § 1367 (3d ed.2010)).
Generally, a court must ignore materials that are outside of the pleadings; however, the court may "consider some public records, materials that do not contradict the complaint, or materials that are necessarily embraced by the pleadings.'" Noble Sys. Corp. v. Alorica Cent., LLC, 543 F.3d 978, 982 (8th Cir. 2008) (quoting Porous Media Corp. v. Pall Corp., 186 F.3d 1077, 1079 (8th Cir. 1999)); see also 5B Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure: Civil 3d § 1357, at 376 (2004) (suggesting that a trial court may consider "matters of public record, orders, items appearing in the record of the case, ...