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Maine Windjammers Inc. v. Sea3 LLC

United States District Court, D. Maine

May 19, 2019

SEA3, LLC, et al., Defendants


          John H. Rich III United States Magistrate Judge.

         In this maritime breach of contract action, two of the defendants, Sea3, LLC (“Sea3”) and Robert H. Larsen (“Mr. Larsen”) (together, the “defendants”), have brought counterclaims against plaintiff Maine Windjammers, Inc. (the “plaintiff” or “Windjammers”) alleging misrepresentation (Count I), fraud in the inducement (Count II), breach of contract (Count III), breach of implied warranty of seaworthiness (Count IV), breach of express warranty of seaworthiness (Count V), quantum meruit (Count VI), quasi contract/unjust enrichment (Count VII), and deceptive trade practices (Count VIII). See Counterclaims, commencing on page 13 of Defendants' Answer to Plaintiff's Amended Complaint; Affirmative Defenses; and Counterclaims (ECF No. 20), ¶¶ 11-48. The plaintiff moves to dismiss (i) Counts I and II on the grounds that they conflict with the terms of the parties' agreement and, in any event, fail to meet the heightened fraud pleading requirement of Rule 9(b), (ii) Count VIII under Rule 12(b)(6) because it seeks damages unavailable under the relevant statute, and (iii) Counts I-VIII as to Mr. Larsen because he lacks standing to sue in his personal capacity. See [Motion To Dismiss and] Memorandum of Law in Support of Maine Windjammer[s], Inc.'s Motion To Dismiss Count I, II, and VIII of Sea3 and [Counts I-VIII of] Larsen's Counterclaims (“Motion To Dismiss”) (ECF No. 22) at 1-2. In turn, the defendants seek to add details to their fraud counterclaims (Counts I and II) and to pursue attorney fees pursuant to their Maine Uniform Deceptive Trade Practices Act (“MUDTPA”) counterclaim (Count VIII). See Motion To Amend at 2-4. See Defendants/Counterclaim Plaintiffs Sea3, LLC's and Robert H. Larsen's Motion To Amend Counterclaims (“Motion To Amend”) (ECF No. 24) at 2-4.

         For the reasons that follow, I grant the defendants' motion to amend Counts I and II and deny it as to Count VIII, and I grant the plaintiff's motion to dismiss Count VIII in its entirety and Counts I-V to the extent pressed by Mr. Larsen, and otherwise deny it.

         I. Applicable Legal Standards

         A. Motion To Amend

         Pursuant to Rule 15(a)(2), “[t]he court should freely give leave [to amend a pleading] when justice so requires.” Fed.R.Civ.P. 15(a)(2). Leave to amend should be granted in the absence of reasons “such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc ..... ” Foman v. Davis, 371 U.S. 178, 182 (1962).

         The First Circuit has explained:

A motion to amend a complaint will be treated differently depending on its timing and the context in which it is filed. . . . As a case progresses, and the issues are joined, the burden on a plaintiff seeking to amend a complaint becomes more exacting. Scheduling orders, for example, typically establish a cut-off date for amendments (as was apparently the case here). Once a scheduling order is in place, the liberal default rule is replaced by the more demanding “good cause” standard of Fed.R.Civ.P. 16(b). This standard focuses on the diligence (or lack thereof) of the moving party more than it does on any prejudice to the party-opponent. Where the motion to amend is filed after the opposing party has timely moved for summary judgment, a plaintiff is required to show “substantial and convincing evidence” to justify a belated attempt to amend a complaint.

Steir v. Girl Scouts of the USA, 383 F.3d 7, 11-12 (1st Cir. 2004) (citations, internal quotation marks, and footnotes omitted).

         The defendants filed their motion on October 9, 2018, see Motion To Amend at 1, prior to the parties' November 7, 2018, deadline to amend pleadings and join parties, see Scheduling Order (ECF No. 11) at 2. Therefore, the liberal default rule applies.

         B. Motion To Dismiss

         The Supreme Court has stated:

While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level.

Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citations and internal punctuation omitted).F This standard requires the pleading of “only enough facts to state a claim to relief that is plausible on its face.” Id. at 570. “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).

         In ruling on a motion to dismiss under Rule 12(b)(6), a court assumes the truth of all of the well-pleaded facts in the complaint and draws all reasonable inferences in favor of the plaintiff. Román-Oliveras v. P.R. Elec. Power Auth., 655 F.3d 43, 45 (1st Cir. 2011). “In so doing, however, we disregard facts which have been conclusively contradicted by [the alleging party's] concessions or otherwise.” Lister v. Bank of Am., N.A., 790 F.3d 20, 23 (1st Cir. 2015) (citations and internal quotation marks omitted). Ordinarily, in weighing a Rule 12(b)(6) motion, “a court may not consider any documents that are outside of the complaint, or not expressly incorporated therein, unless the motion is converted into one for summary judgment.” Alternative Energy, Inc. v. St. Paul Fire & Marine Ins. Co., 267 F.3d 30, 33 (1st Cir. 2001). “There is, however, a narrow exception for documents the authenticity of which are not disputed by the parties; for official public records; for documents central to plaintiffs' claim; or for documents sufficiently referred to in the complaint.” Id. (citation and internal quotation marks omitted).

         II. Factual Background

         The plaintiff brings claims for breach of contract, promissory estoppel, and unjust enrichment, see Complaint (ECF No. ...

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