United States District Court, S.D. Alabama, Southern Division
WILLIAM H. STEELE, Chief District Judge.
This matter is before the Court on the defendants' motion to dismiss. (Doc. 30). The parties have filed briefs in support of their respective positions, (Docs. 30, 36, 37), and the motion is ripe for resolution.
The operative pleading is the amended complaint. (Doc. 20). The plaintiffs are Valentine Ventures, LLC, Destiny Energy, LLC, Bruce Wallis and Harvey Kelley. The amended complaint does not explain the relationship among the four plaintiffs, but it does lump them all together under the label, "Valentine/Destiny." ( Id. at 1).
The defendants are Gulf Coast Mineral, LLC ("GCM"), Gary Billingsley, Patricia Billingsley, Larry Wattles and Judy Wattles. According to the amended complaint, the Billingsleys are members of GCM and the Wattles are employees, agents, representatives or members of GCM. (Doc. 20, ¶¶ 5-7). The amended complaint lumps all five defendants together under the label, "GCM/Billingsley." ( Id. at 1). Since the amended complaint equates Valentine/Destiny with "the [four] plaintiffs" and GCM/Billingsley with "the [five] defendants, " for ease of comprehension the Court uses this nomenclature in describing the allegations of the amended complaint.
The amended complaint - which is not a model of clarity - alleges that the defendants proposed a plan to the plaintiffs for investing in real estate interests relating to the development of oil, gas and mineral leases. The plan required the plaintiffs to deposit substantial sums of money, which they provided. However, the defendants have not executed the proposed plan and have refused to provide an accounting of these funds. (Doc. 20, ¶¶ 10-15).
The amended complaint also alleges that the defendants have refused to execute any documents to resolve the parties' controversy, have attempted to obtain other assets of the plaintiffs, have misled the plaintiffs by various misrepresentations, and have unilaterally increased cost estimates for overhead from zero to substantial amounts and invoiced the plaintiffs for these sums. (Doc. 20, ¶¶ 16-20).
The amended complaint also alleges that, in June 2011, the defendants executed a document regarding a "Key Largo Project, " that the defendants have not presented the accounting provided for in that document, that the defendants failed to obtain the mutual agreement required by the document as to the amount of additional funding to be provided on a pro rata basis, and that the defendants instead caused suit to be brought against the plaintiffs in an effort to gain all assets in the project. (Doc. 20, ¶¶ 21-22).
The amended complaint also alleges that, in April 2012, the defendants executed an addendum to the June 2011 agreement, that the addendum called for the defendants to prepare a "term sheet" and a "lease report, " and that the defendants have never provided any reports of any kind to the plaintiffs. (Doc. 20, ¶ 23).
The amended complaint also alleges that, in August 2012, a second addendum was proposed, that it refers to the "West Teel Creek" prospect, and that it also refers to an "AMI." (Doc. 20, ¶ 24).
The amended complaint also alleges that the plaintiffs were billed for a share of the Libertyville leases but were not assigned a share of the Libertyville leases. (Doc. 20, ¶¶ 25-26).
The amended complaint also alleges that the plaintiffs were not assigned a share of the Renpetco agreement and that they were not assigned a share of the revenues from the Renpetco agreement until they discovered the defendants' lack of such reporting by other means. (Doc. 20, ¶¶ 27-29).
The amended complaint then sets forth nine counts, some of which include additional factual allegations: (1) RICO; (2) breach of contract; (3) fraud; (4) breach of fiduciary duty; (5) accounting; (6) unjust enrichment; (7) negligence; (8) wantonness; and (9) constructive trust/other equitable relief. (Doc. 20 at 6-17). The amended complaint concludes with a section on punitive damages, a prayer for relief, and a jury demand. ( Id. at 17-19).
The defendants move to dismiss pursuant to Rules 9(b) and 12(b)(6). (Doc. 30 at 1).
To survive dismissal under Rule 12(b)(6), a complaint must first satisfy the pleading requirements of Rule 8(a)(2). Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). "A pleading that states a claim for relief must contain... a short and plain statement of the claim showing that the pleader is entitled to relief...." Fed.R.Civ.P. 8(a)(2). Rule 8 establishes a regime of "notice pleading." Swierkiewicz v. ...