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SCP Tuscaloosa LLC v. University House Tuscaloosa LLC

United States District Court, N.D. Alabama, Western Division

April 5, 2018

SCP TUSCALOOSA, LLC, Plaintiff,
v.
UNIVERSITY HOUSE TUSCALOOSA, LLC, et al., Defendants.

          MEMORANDUM OF OPINION

          L. Scott Coogler United States District Judge

         Before the Court is Defendants' Motion to Dismiss Plaintiff's Amended Complaint. (Doc. 28.) Defendants have challenged the sufficiency of the allegations in Plaintiff's Amended Complaint under Federal Rules of Civil Procedure 9(b) and 12(b)(6). This Motion has been fully briefed and is now ripe for decision. For the reasons stated below, Defendants' Motion to Dismiss Plaintiff's Amended Complaint (doc. 28) is due to be GRANTED. As Defendants' Motion to Dismiss is only partial in nature, (see Id. at 2-3), SCP's breach of contract claim continues against University House Tuscaloosa, LLC (“UHT”) and the Scion Group, LLC (“Scion”), and its fraudulent suppression claim continues against UHT. (See Doc. 23 at 25.)

         I. Background [1]

         This case arises from an agreement between SCP Tuscaloosa, LLC (“SCP”) and University House Communities Acquisitions, LLC (“UHC”) for the sale of a mixed residential and retail housing project known as “South 10” in Tuscaloosa, Alabama. Also allegedly involved were a number of other entities related to UHC who are named Defendants in this action, including University House Communities Group, LLC (“UHC Group”), InvenTrust Property Management, LLC (“InvenTrust”), and Scion. On March 23, 2017, Defendants filed their first Motion to Dismiss (doc. 10) arguing that Plaintiff's Complaint failed to state a claim for breach of contract or fraudulent suppression under Federal Rules of Civil Procedure 9(b) and 12(b)(6). The Court addressed Defendants' arguments in a Memorandum of Opinion (doc. 23), in which it granted Defendants' Motion in part and denied it in part. In its Memorandum, the Court additionally gave leave to Plaintiff to correct the deficiencies in its factual allegations in relation to three issues:

1. SCP failed to state a claim for breach of contract against UHC Group and InvenTrust, because it stated no facts “specific to how UHC Group and InvenTrust are bound by the [Purchase and Sale Agreement (the “PSA”)] or Earn-Out Agreement and how they breached that duty.”
2. SCP failed to state a claim for breach of contract against UHC, as it appeared to allege in its Complaint that SCP consented to the assignment of the duties and obligations contained in the PSA from UHC to UHT, and in doing so relieved UHC from liability under the PSA. SCP also failed to show how UHC is liable under the Earn-Out Agreement as it included no factual allegations showing that UHC was a party to that agreement.
3. SCP failed to state a claim against UHC, UHC Group, University House Communities Acquisitions Sub., LLC (“UHC Acquisitions”), InvenTrust, and Scion for fraudulent suppression, because it only included generalized allegations against “all defendants” that did not suffice under Rule 9(b)'s heightened pleading requirements.

(See Id. at 11-13, 23-24.)

         On December 13, 2017, SCP filed its Amended Complaint, which sought to correct the deficiencies noted above. In the Amended Complaint, SCP has removed any request for relief in the “Counts” section against Defendants UHC and UHC Acquisitions; although the Amended Complaint contains passing references to the two entities, SCP does not appear to seek relief from them.

         Defendants InvenTrust, Scion, and UHC Group responded to the allegation in SCP's Amended Complaint with a renewed Motion to Dismiss, arguing that the changes made by SCP were still insufficient to state a claim under Rules 9(b) and 12(b)(6).

         I. Standard of Review

         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). However, the facts alleged in the complaint must be specific enough that the claim raised is “plausible.” See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim for relief that is plausible on its face.”) (emphasis added). A claim for relief is plausible on its face when the complaint's “factual content . . . allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Resnick v. AvMed, Inc., 693 F.3d 1317, 1325 (11th Cir. 2012) (quoting Iqbal, 556 U.S. at 678). Conclusory statements of law may “provide the framework of a complaint, ” but the plaintiff is required to support them with “factual allegations.” Iqbal, 556 U.S. at 679.

         The process for evaluating the sufficiency of a complaint has two steps. This Court “begin[s] by identifying pleadings that, because they are no more than conclusions, are not entitled to the assumption of truth.” Id. Conclusory statements and recitations of a claim's elements are thus disregarded for purposes of determining whether a plaintiff is entitled to survive a motion to dismiss. Iqbal, 556 U.S. at 678. Next, this Court “assume[s] [the] veracity” of “well-pleaded factual allegations” and “determine[s] whether they plausibly give rise to an entitlement to relief.” Iqbal, 556 U.S. at 679. A complaint's factual matter need not be detailed, but it “must . . . raise a right to relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007).

         In reviewing the complaint, this Court “draw[s] on its judicial experience and common sense.” Iqbal, 556 U.S. at 679. Nonetheless, “[a] well-pleaded complaint may proceed even if it strikes a savvy judge that actual proof of [the facts alleged] is improbable.” Twombly, 550 U.S. at 556. This Court considers only “the face of the complaint and attachments thereto” in order to determine whether plaintiff states a claim for relief. Starship Enters. of Atlanta, Inc. v. Coweta Cty., 708 F.3d 1243, 1252 n.13 (11th Cir. 2013). Generally, the complaint should include “enough information regarding the material elements of a cause of action to support recovery under some ‘viable legal theory.'” Am. Fed'n of Labor & Cong. of Indus. Orgs v. City of Miami, 637 F.3d 1178, 1186 (11th Cir. 2011) (quoting Roe v. Aware Woman Ctr. for Choice, Inc., 253 F.3d 678, 683-84 (11th Cir. 2001)).

         II. Discussion

         As in their first Motion to Dismiss, Defendants challenge the sufficiency of the changes wrought by SCP in its Amended Complaint in regards to SCP's breach of contract claim (Count I) and fraudulent suppression claim (Count II). After review of the amendments made by SCP, ...


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