United States District Court, E.D. Missouri, Eastern Division
SKY LIGHT IMAGING LIMITED LLC. Plaintiff,
PRACTECOL, LLC and 5 HORIZONS GROUP, LLC Defendant(s).
MEMORANDUM AND ORDER
C. HAMILTON, UNITED STATES DISTRICT JUDGE
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.
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).
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).
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
FOR MOTION TO DISMISS
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.
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)).
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
Count I: Breach of Contract
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 ...