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J.G. Rogers Corp. v. Mellized Carbon Corp.

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

April 15, 2019

J.G. ROGERS CORPORATION, Plaintiff,
v.
METALLIZED CARBON CORPORATION, Defendant.

          MEMORANDUM OPINION

          R. DAVID PROCTOR UNITED STATES DISTRICT JUDGE

         This case is before the court on Defendant's motion to dismiss. (Doc. # 7). For the reasons explained below, the court concludes the motion is due to be granted in part and denied in part.

         I. Background[1]

         Prior to April 23, 2018, Plaintiff J.G. Rogers Corporation was a sales representative for Defendant Metallized Carbon Corporation. (Doc. #1 at ¶¶ 4, 15). In that role, J.G. Rogers solicited sales of Metallized Carbon's products in five states, including Alabama. (Id. at ¶ 4). In exchange for those services, Metallized Carbon agreed to pay J.G. Rogers a commission on all sales revenue it generated. (Id.).

         The two companies evidently enjoyed a good relationship for many years. Each month, J.G. Rogers would receive a commission check from Metallized Carbon, along with a report identifying the customer orders and payments on which the commission was based. (Id. at ¶¶ 5 6). But following some accounting changes at Metallized Carbon (id. at ¶¶ 7-13), J.G. Rogers began to suspect that Metallized Carbon had failed to pay it the agreed-upon commission for customer payments Metallized Carbon received more than 30 days after the order was placed. (Id. at ¶ 14). Shortly after this, in April 2018, Metallized Carbon terminated J.G. Rogers as a sales representative. (Id. at ¶ 15).

         After being terminated, J.G. Rogers requested a report from Metallized Carbon showing the commissions it had received and the customer revenue those commissions were based on for a three-year period. (Id. at ¶ 16). After examining the report, J.G. Rogers determined that an accounting error by Metallized Carbon prevented it “from receiving commission credit for past due payments received by [Metallized Carbon] for orders that were older than 30 days.” (Id. at ¶ 17). According to J.G. Rogers, the records showed “numerous invoice payments from [J.G. Rogers'] customers for which [Metallized Carbon] did not compensate [J.G. Rogers].” (Id. at ¶ 19).

         J.G. Rogers claims that Metallized Carbon owes it commission on orders placed both before and after Metallized Carbon terminated their relationship. Some of the orders from which J.G. Rogers claims unpaid commission were placed prior to January 2018, and at least one order (from which J.G. Rogers claims $25, 000 in unpaid commission) was placed in 2018. (Id. at ¶¶ 20, 23). Additionally, J.G. Rogers also claims commission on sales and blanket orders it secured while working for Metallized Carbon that extend past the end of 2018, and for future orders customers will renew in following years. (Id. at ¶¶ 24-25).

         J.G. Rogers asserts four different causes of action against Metallized Carbon: (1) breach of contract, (2) suppression of material facts, (3) unjust enrichment, and (4) negligence. (Id. at ¶¶ 26-53). On its breach-of-contract claim, J.G. Rogers seeks treble damages, attorneys' fees, and court costs pursuant to Alabama's Sales Representative's Commission Contracts Act (the “Commission Act”), Ala. Code § 8-24-3. (Id. at ¶¶ 29-30).

         Metallized Carbon argues that the case should be dismissed for lack of subject-matter jurisdiction, failure to state a claim, and failure to plead fraud with particularity. See Fed. R. Civ. P. 12(b)(1), 12(b)(6), 9(b); (Doc. # 7).

         II. Legal Standard

         The Federal Rules of Civil Procedure require that a complaint provide “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). The complaint must include enough facts “to raise a right to relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). Pleadings that contain nothing more than “a formulaic recitation of the elements of a cause of action” do not satisfy Rule 8, and neither do pleadings that are based merely upon “labels and conclusions” or “naked assertion[s]” without supporting factual allegations. Id. at 555, 557. In deciding a Rule 12(b)(6) motion to dismiss, courts view the allegations in the complaint in the light most favorable to the nonmoving party. Watts v. Fla. International Univ., 495 F.3d 1289, 1295 (11th Cir. 2007).

         In considering a motion to dismiss, a court should “1) eliminate any allegations in the complaint that are merely legal conclusions; and 2) where there are well-pleaded factual allegations, ‘assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.'” Kivisto v. Miller, Canfield, Paddock & Stone, PLC, 413 Fed.Appx. 136, 138 (11th Cir. 2011) (quoting Am. Dental Assn. v. Cigna Corp., 605 F.3d 1283, 1290 (11th Cir. 2010)). That task is context specific, and to survive the motion, the allegations must permit the court, based on its “judicial experience and common sense . . . to infer more than the mere possibility of misconduct.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). If the court determines that well-pleaded facts, accepted as true, do not state a claim that is plausible, the claims must be dismissed. Twombly, 550 U.S. at 570.

         III. Analysis

         Metallized Carbon's motion to dismiss presents two issues for the court: (1) whether the court has diversity jurisdiction over this case pursuant to 28 U.S.C. § 1332 and (2) whether any of the four causes of action asserted in the complaint state a claim upon which relief may be granted. The court concludes both that it has ...


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