D. Warren, Justice.
the court is defendants' motion (1) to dismiss the
complaint in its entirety as against defendants Jim Richards
and Brandon Matthews, (2) to dismiss counts IV and IX of the
complaint under the economic loss doctrine, and (3) to
dismiss count IV of the complaint based on the additional
contention that plaintiffs' have not stated actionable
claims of misrepresentation.
not a model of pleading, plaintiffs' complaint in essence
asserts a number of claims based on defendants' alleged
failure to adequately perform a contract for renovation work
on a residence in Cumberland.
purposes of a motion to dismiss, the material allegations of
the complaint must be taken as admitted. Ramsey v. Baxter
Title Co., 2012 ME 113 ¶ 2, 54 A.3d 710. The
complaint must be read in the light most favorable to the
plaintiff to determine if it sets forth elements of a cause
of action or alleges facts that would entitle plaintiff to
relief pursuant to some legal theory. Bisson v. Hannaford
Bros. Co., Inc., 2006 ME 131 ¶ 2, 909 A.2d 1010.
Dismissal is appropriate only when it appears beyond doubt
that the plaintiff is not entitled to relief under any set of
facts that he might prove in support of his claim. Moody
v. State Liquor & Lottery Commission, 2004 ME 20
¶ 7, 843 A.2d 43. However, a plaintiff may not proceed
if the complaint fails to allege essential elements of the
cause of action. See Potter, Prescott, Jamieson &
Nelson P.A v. Campbell, 1998 ME 70 ¶¶ 6-7, 708
Against Defendants Richards and Matthews
complaint is unclear as to the exact contractual arrangements
that were reached between the parties. In fact, the complaint
never unambiguously alleges the parties entered into a
contract. However, both plaintiffs' and defendants'
arguments appear to proceed from the premise that a
renovation contract was entered into and that the contract in
question was at least nominally between plaintiffs and
defendant Adept Building Construction LLC
claims against Richards and Matthews individually are based
on two allegations - (1) an allegation that defendants abused
the privilege of a separate corporate identity and that an
unjust or inequitable result would occur if the court were
the recognize the separate corporate existence of Adept
Building Construction LLC and (2) a separate allegation that
Richards and Matthews participated in wrongful acts and
should be held liable for those acts regardless of whether
liability is also sought against Adept. Complaint
the complaint is devoid of any specific allegations as to how
the privilege of separate corporate identity was abused,
plaintiffs assert that they are prepared to prove, inter
alia, that Adept did not exist as an LLC at the time the
contract was entered into.
the allegations in the complaint are sparse to say the least,
the court concludes that defendants are on notice that
plaintiffs are seeking to pierce the corporate veil. Whether
the corporate form should be disregarded involves questions
of fact and cannot be decided as a matter of law. See
Blue Star Corp. v. CKF Properties, LLC, 2009 ME 101
¶ 43, 980 A.2d 1270; Johnson v. Exclusive Properties
Unlimited, 1998 ME 244 ¶ 7, 720 A.2d 568.
properly state a claim for relief, a plaintiff need only
plead a "short and plain statement of the claim showing
that the pleader is entitled to relief," which must
"provide the defendant with fair notice of the claim
against him." M.R. Civ. P. 8(a); Smith v.
Hawthorne, 2002 ME 149 ¶ 11, 804 A.2d 1133
(internal quotation omitted). The notice-giving function may
be sufficiently performed by "a rather generalized
statement." Richards v. Soucy, 610 A.2d 268,
270 (Me. 1992).
while this issue may be revisited on summary judgment, the
court cannot conclude at this stage that plaintiffs are not
entitled to relief under any set of facts that they might
prove to support the piercing of the corporate veil.
extent that plaintiffs are also arguing that Richards and
Matthews should be held liable for any wrongful acts in which
they participated, this would only be true to the extent that
plaintiffs have viable tort claims against Richards and
Matthews, as discussed below. If only plaintiffs'
contract claims survive, Richards and Matthews cannot be
found liable unless they personally were contracting parties
or unless plaintiffs are able to pierce the corporate veil.
Negligence Claims - ...