ASSA Compañia De Seguros, S.A. v. Codotrans, Inc.
| Decision Date | 18 April 2014 |
| Docket Number | No. 13–23563–CIV.,13–23563–CIV. |
| Citation | 15 F.Supp.3d 1271 |
| Parties | ASSA COMPAÑIA DE SEGUROS, S.A., Plaintiff, v. CODOTRANS, INC., Defendant/Third-party Plaintiff, v. Murano Trading Corp., Third-party Defendant. |
| Court | U.S. District Court — Southern District of Florida |
Alvaro Luis Mejer, Mejer Law, P.A., Coral Gables, FL, for Plaintiff and Third–party Defendant.
Kenneth N. Wolf, Sandler Travis & Rosenberg, P.A., New York, NY, Michelle L. Mejia, Sandler Travis & Rosenberg PA, Miami, FL, for Defendant/Third–party Plaintiff.
THIS CAUSE came before the Court on Third–Party Defendant, Murano Trading Corp.'s (“Murano['s]”) Motion to Dismiss Third Party Complaint ... and Motion to Strike Request for Attorneys['] Fees and Memorandum of Law (“Motion”) [ECF No. 26], filed February 3, 2014. On February 21, 2014, Defendant/Third–Party Plaintiff, Codotrans, Inc. (“Codotrans”) filed its Response ... (“Response”) [ECF No. 28]. Murano filed its Reply ... (“Reply”) [ECF No. 31] on March 3, 2014. The Court has carefully reviewed the parties' written submissions and applicable law.
This is an action by Defendant/Third–Party Plaintiff Codotrans seeking indemnification, contribution, and damages for breach of contract from Third–Party Defendant Murano in connection with the underlying suit against Codotrans by Plaintiff, Assa Compañia de Seguros, S.A. (“Assa”) for damages stemming from the loss of merchandise inside a loaded shipping container. (See generally Third–Party Compl.; Exhibit 1—Assa's Complaint (“Complaint”) [ECF No. 21–1] ).
Codotrans is a Florida corporation that offers a warehouse facility in Miami where customers can “receive deliveries of cargo from various vendors and suppliers.” (Third–Party Compl. ¶¶ 3, 14). Costumers also use Codotrans's warehouse to store, consolidate, pack, and ship cargo. (See id. ¶ 14). Murano is one of Codotrans's customers. (See id. ).
Panafoto, S.A. (“Panafoto”) is a Panamanian company engaged in selling consumer electronics. (See Compl. ¶ 7). Murano and Panafoto enjoy a close relationship, with Murano engaging Codotrans's services as an “agent” of Panafoto. (See id. ¶¶ 6–7; Third–Party Compl. ¶ 15). Murano arranges for merchandise to be shipped to the Codotrans warehouse, where Murano consolidates the goods for forwarding to Panafoto. (See Compl. ¶ 7; Third–Party Compl. ¶ 15). Panafoto owns all of the merchandise Murano routes through Codotrans's warehouse on Panafoto's behalf. (See Compl. ¶ 7).
On July 13, 2012, Codotrans and Murano entered into a Warehouse Service Agreement (“Agreement”). . The Agreement is a “space-for-pay arrangement.” (Third–Party Compl. ¶ 19). Under the Agreement, Codotrans agreed to allow Murano the use of “one single office and ... the fenced area in the warehouse as well as the use of the receiving area” to receive and deliver cargo under Murano's own name. (Agreement ¶ 1). The Agreement required Murano to obtain insurance, stating: (Id. ¶ 6 (alteration added)).
Murano staffed its rented office at Codotrans's warehouse with an “employee/manager, Angela de la Espriell a, who was responsible to oversee [sic] ... the goods that Murano received, stored[,] and shipped from Codotrans' [s] warehouse.” (Third–Party Compl. ¶ 19 (alterations added)). Murano's customary practice was to wait until it had enough merchandise to fill an ocean shipping container, at which point Murano would contact an ocean carrier and make arrangements for the merchandise to be picked up at the warehouse and shipped to Panafoto in Panama. (See Compl. ¶ 13; Third–Party Compl. ¶ 23).
On January 9, 2013, Seaboard Marine, an ocean carrier contacted by Murano, delivered an empty shipping container to the loading bay at Codotrans's warehouse. . Murano instructed Codotrans to load the shipping container with specified goods. . Codotrans's employees pulled the specified merchandise from Murano's storage area at the warehouse and loaded it into the provided shipping container. . Murano's employee, Angela de la Espriella, observed the loading process and contacted Seaboard Marine for pick-up once the container was fully loaded. (See Third–Party Compl. ¶¶ 30–31). Murano then left the container unattended. (See id. ¶ 32). While unattended, the shipping container was unlawfully taken from the premises before Seaboard Marine arrived for pick-up, and the merchandise inside the container was never recovered. .
In its two-count Complaint, Assa, as subrogee of Panafoto, brought breach of contract and negligence claims against Codotrans in connection with the loss of the merchandise from Codotrans's warehouse. (See generally Compl.). Assa's Complaint alleged Codotrans (1) breached the Agreement, and (2) acted negligently in leaving a loaded shipping container unattended, making Codotrans liable for the losses of Panafoto (and therefore Assa, its subrogee). (See id. ¶¶ 19–23).
Codotrans, in response, filed a Third–Party Complaint against Murano, alleging Murano is liable for Assa's damages. (See generally Third–Party Compl.). Codotrans's Third–Party Complaint asserts three causes of action against Murano: (1) Breach of Contract (Count I); (2) Common Law Indemnification (Count II); and (3) Contribution (Count III). (See generally id. ). Specifically, Codotrans alleges Murano breached the Agreement by failing to carry adequate insurance for the merchandise it stored at Codotrans's warehouse, and that Murano's breach has damaged Codotrans. (See id. ¶¶ 41–45). Codotrans also seeks indemnification and contribution from Murano, alleging Assa's losses are attributable, in whole or in part, to Murano's actions. (See id. ¶¶ 47–54).
Murano now moves to dismiss Codotrans's Third–Party Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) and strike the claim for attorneys' fees in Count I of the Third Party Complaint pursuant to Rule 12(f). (See Mot. 1). Murano argues Codotrans cannot state a claim for breach of contract, as the insurance provision of the Agreement was not meant to benefit Codotrans, and, in any event, warehouse coverage insurance would not have covered goods that had already been loaded into a shipping container. (See id. 5–10). Murano asserts Codotrans's claim for indemnification also fails, as the goods were—per the Agreement—in Codotrans's care at the time they were unlawfully taken. (See id. 11). Murano argues Codotrans's contribution claim must also be dismissed due to Codotrans's failure to specify the underlying cause of action for which Codotrans seeks contribution from Murano. (See id. 11–12). Finally, Murano argues Codotrans's request for attorneys' fees in Count I must be stricken, as the parties' Agreement does not provide for payment of fees. (See id. 12).
“To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). Although this pleading standard “does not require ‘detailed factual allegations,’ ... it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Id. (quoting Twombly, 550 U.S. at 555, 127 S.Ct. 1955 ). Pleadings must contain “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955. Indeed, “only a complaint that states a plausible claim for relief survives a motion to dismiss.” Iqbal, 556 U.S. at 679, 129 S.Ct. 1937 (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955 ).
To meet this “plausibility standard,” a plaintiff must “plead[ ] factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. at 678, 129 S.Ct. 1937 (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955 (alteration added)). “The mere possibility the defendant acted unlawfully is insufficient to survive a motion to dismiss.” Sinaltrainal v. Coca–Cola Co., 578 F.3d 1252, 1261 (11th Cir.2009) (citing Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 ). When reviewing a motion to dismiss, a court must construe the complaint in the light most favorable to the plaintiff and take the factual allegations therein as true. See Brooks v. Blue Cross & Blue Shield of Fla., Inc., 116 F.3d 1364, 1369 (11th Cir.1997).
Under Federal Rule of Civil Procedure 12(f), “The court may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter.” Fed. R. Civ. P. 12(f). Williams v. Delray Auto Mall, Inc., 289 F.R.D. 697, 699–700 (S.D.Fla.2013) (citation omitted; alterations added).
The Court addresses Murano's four contentions below.
In Count I of the Third–Party Complaint, Codotrans alleges the Agreement required Murano to carry insurance to cover its stored merchandise, Murano breached the parties' contract by failing to obtain adequate insurance, and Codotrans has incurred damages as a result, including having to defend itself against Assa. (See Third–Party Compl. ¶¶ 41–45). Murano argues Count I of Codotrans's Third–Party Complaint must be dismissed for failure to state a claim, as Codotrans's allegations are contradicted by the...
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