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Wright v. Adept Building Construction LLC

Superior Court of Maine, Cumberland

January 29, 2019

GRACE WRIGHT, et al., Plaintiffs
v.
ADEPT BUILDING CONSTRUCTION LLC, et al., Defendants

          ORDER

          Thomas D. Warren, Justice.

         Before 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.

         Although 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.

         Legal Standard

         For 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 A.2d 283.

         Claims Against Defendants Richards and Matthews

         The 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 (Adept).[1]

         The 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 ¶¶ 29-30.

         Although 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.

         Although 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.

         To 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).

         Accordingly, 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.

         To the 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.

         Plaintiffs' Negligence Claims - ...


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