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Sky Light Imaging Limited LLC v. Practecol, LLC

United States District Court, E.D. Missouri, Eastern Division

June 3, 2019

SKY LIGHT IMAGING LIMITED LLC. Plaintiff,
v.
PRACTECOL, LLC and 5 HORIZONS GROUP, LLC Defendant(s).

          MEMORANDUM AND ORDER

          JEAN C. HAMILTON, UNITED STATES DISTRICT JUDGE

         This matter is before the Court on the Motion to Dismiss filed by Defendant 5 Horizons Group, LLC (“5 Horizons”) on April 1, 2019. (ECF No. 20). The matter is fully briefed and ready for disposition.

         BACKGROUND [1]

         Plaintiff Sky Light Imaging Limited LLC, (“Plaintiff”) has brought the instant case against Defendants 5 Horizons and Practecol, LLC (“Practecol”) (hereinafter collectively referred to as “Defendants”) for breach of contract, accounts stated and for quantum meruit. (ECF No. 1). In support thereof, the Plaintiff alleges that on June 28, 2017, Plaintiff and Defendant Practecol entered into a General Business Agreement for the production, purchase, and sale of certain camera equipment, and that this agreement represented a contract between the two parties. (ECF No. 1 ¶ 12; and see, ECF No. 1-1). On September 26, 2017, Plaintiff and Defendant Practecol entered into an amendment to the contract. (“Amendment”) (ECF Nos. 1 ¶ 13, 1-2). Under the terms of the Amendment, Defendant 5 Horizons could submit purchase orders subject to the Contract and on behalf of Defendant Practecol. Id. Plaintiff argues that Defendant 5 Horizons became subject to the Contract by the execution of the Amendment (ECF No.1 ¶ 20). Plaintiff asserts that it has performed or satisfied all of its conditions, promises and obligations under the contract. (ECF No. 21).

         Plaintiff alleges that on January 26, 2018, Defendant 5 Horizons ordered various quantities of camera products from Plaintiff. (ECF Nos. 1 ¶14; 1-3). On May 31, 2018, Plaintiff and Defendant 5 Horizons confirmed a Pro Forma Invoice for specialized goods and services to be performed by Plaintiff in accordance with the purchase order. (ECF Nos. 1 ¶ 15, 1-4). On and after January 12, 2018, Plaintiff sent invoices to Defendant 5 Horizons for the specialized goods and services ordered by the Defendants. (ECF No. 1 ¶ 16, 1-5). Plaintiff Sky Light Imaging asserts that although the Defendants have made some payment on the invoices, there is an unpaid balance in the amount of six-hundred and thirty-seven thousand six-hundred and sixteen dollars and fifty cents ($637, 616.50).

         Plaintiff alleges that the Defendants have breached the contract by failing to make the required payments. (ECF No. 1 ¶ 22). Alternatively, Plaintiff brings a count for quantum meruit against the Defendants for unjust enrichment. (ECF No. 1 ¶¶ 31-36).

         STANDARD FOR MOTION TO DISMISS

         Fed. R. Civ. P. 12(b)(6) provides for a motion to dismiss based on the “failure to state a claim upon which relief can be granted.” When considering a 12(b)(6) motion, all factual allegations in the complaint, and reasonable inferences arising therefrom, must be construed in favor of the nonmoving party. Leatherman v. Tarrant County Narcotics Intelligence and Coordination Unit, 507 U.S. 163, 164 (1993); see Knapp v. Hanson, 183 F.3d 786, 788 (8th Cir. 1999). To survive a motion to dismiss a complaint must show that “‘the pleader is entitled to relief,' in order to ‘give the defendant[s] fair notice of what the… claim is and the grounds upon which it rests.'” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007)(quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)); See also Erickson v. Pardus, 551 U.S 89, 93 (2007). “[O]nly a complaint that states a plausible claim for relief survives a motion to dismiss.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)(citing Twombly, 550 U.S. at 556). Further, in regard to a Rule 12(b)(6) Motion, the Supreme Court holds:

While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, [citations omitted] a plaintiff's obligation to provide the “grounds” of his “entitle[ment] to relief” requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do, see Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986) (on a motion to dismiss, courts “are not bound to accept as true a legal conclusion couched as a factual allegation”). Factual allegations must be enough to raise a right to relief above the speculative level, see 5 C. Wright & A. Miller, Federal Practice and Procedure' 1216, pp. 235-236 (3d ed. 2004).

Twombly, 550 U.S. at 555. See also Gregory v. Dillard's, Inc., 565 F.3d 464, 473 (8th Cir. 2009)(en banc)(“[A] plaintiff ‘must assert facts that affirmatively and plausibly suggest that the pleader has the right he claims…, rather than facts that are merely consistent with such a right.'”)(quoting Stalley v. Catholic Health Initiative, 509 F.3d 517, 521 (8th Cir. 2007)).

         Under Fed.R.Civ.P. 12(c) a court may not consider “matters out the pleadings” Fed R. Civ. P. 12(c); Casazza v. Kiser, 313 F.3d 414, 417 (8th Cir. 2002). The Rules however permit courts to examine exhibits attached to the pleading. Fed.R.Civ.P. 10(c). See, Stahl v. U.S. Dept. of Agriculture, 327 F.3d 697, 700 (8th Cir. 2003)(in cases involving contracts, courts may examine contract documents when deciding a motion to dismiss). With these principals in mind the Court turns to the Plaintiff's complaint, and the exhibits incorporated therein, to determine the sufficiency of the complaint under Rule 12(b)(6).

         DISCUSSION

         I. Count I: Breach of Contract

         The existence of liability alleged by Plaintiff depends in large part upon whether a contractual relationship was created between Plaintiff Sky Light Imaging and Defendant 5 Horizons. Defendant 5 Horizons asks the Court to dismiss Count I against them ...


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