Advantage Envtl. Consultants v. Ground Zero Field Servs.
| Decision Date | 15 October 2021 |
| Docket Number | CIVIL SAG-21-0700 |
| Parties | ADVANTAGE ENVIRONMENTAL CONSULTANTS, LLC, Plaintiff, v. GROUND ZERO FIELD SERVICES, LLC, Defendant. |
| Court | U.S. District Court — District of Maryland |
Plaintiff Advantage Environmental Consultants, LLC (“AEC”) filed this action against Defendant Ground Zero Field Services, LLC (“Ground Zero”), asserting claims of breach of contract, negligence, and violations of Pennsylvania statutory law. ECF 29. Ground Zero filed a motion to dismiss six counts of the Second Amended Complaint ECF 30. The issues have been fully briefed, ECF 34, 35, and no hearing is necessary. See Local Rule 105.6 (D Md. 2018). For the following reasons, Ground Zero's motion will be granted in part and denied in part.
The following facts are derived from the Second Amended Complaint, ECF 29, and are taken as true for purposes of evaluating Ground Zero's motion to dismiss. In January, 2020, ACNB Bank hired AEC to perform an environmental assessment and testing work on land owned by the Estate of Boyd E. Rinehart (“Estate”) located in Gettysburg, Pennsylvania. ECF 29 ¶ 4. ACNB Bank was considering extending financing to another party in connection with the potential sale of the land. Id.
During its Phase I inspection, AEC discovered underground storage tanks (“USTs”) containing petroleum. Id. ¶ 5. As a result, ACNB Bank hired AEC to conduct a “Phase 2” inspection, which involved “finding or ‘clearing' underground obstructions and then boring into the ground near the underground tank(s) to obtain samples that can be examined and tested by AEC for contaminants.” Id. AEC subcontracted with Ground Zero to perform the requisite underground boring services on the Estate property. Id. ¶ 6. Ground Zero “knew and understood that the work to be done was for the benefit of the [ACNB] Bank and the [Estate] landowner-it knew that AEC had been hired to perform an assessment and it was providing the boring services required for the assessment.” Id. ¶ 11. While performing the subcontracted work, Ground Zero bored through and punctured a UST on the property, potentially releasing the UST's contents into the environment. Id. ¶ 7.
The Estate hired an engineering company to investigate the environmental impact of the punctured UST. Id. ¶¶ 8, 10. The investigation found contaminants in groundwater and soil samples at levels above those set by the Pennsylvania Department of Environmental Protection (“PADEP”). Id. ¶ 10. Left untreated, such contaminants “can lead to cancer, birth defects, and other nervous system disorders” if ingested or inhaled. Id. The investigation report concluded that site should be promptly remediated in accordance with PA Code Title 25 § 245 to “minimize potential migration of contamination.” Id.
The Estate subsequently sought indemnification from AEC for damages arising from the punctured UST. Id. ¶ 9. AEC and the Estate engaged in settlement negotiations; Ground Zero, for its part, “refused to become involved in settling the claim.” Id. AEC paid the Estate $100, 000 to settle claims relating to the puncturing incident, and ACNB Bank paid the Estate $25, 000 for the same purpose. Id. ¶ 14. AEC accepted assignments from the Estate and from ACNB Bank to pursue any claims those entities had against Ground Zero. Id.
The Second Amended Complaint contains eight counts. ECF 29. The first three are breach of contract claims asserted by AEC on its own behalf (Count I), as assignee of the Estate (Count II), and as assignee of ACNB Bank (Count III). The next three are negligence claims asserted on behalf of the same three entities (Counts IV-VI). The final two claims arise under the Pennsylvania Storage Tank and Spill Prevention Act (hereinafter referred to as “Storage Tank Act” or “the Act”), PA Stat. Ann. Tit. 35 §§ 6021.101, et. seq., (Counts VII-VIII).
Under Rule 12(b)(6), a defendant may test the legal sufficiency of a complaint by way of a motion to dismiss. See In re Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines v. Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th Cir. 2016); McBurney v. Cuccinelli, 616 F.3d 393, 408 (4th Cir. 2010), aff'd sub nom., McBurney v. Young, 569 U.S. 221 (2013); Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). A Rule 12(b)(6) motion constitutes an assertion by a defendant that, even if the facts alleged by a plaintiff are true, the complaint fails as a matter of law “to state a claim upon which relief can be granted.”
Whether a complaint states a claim for relief is assessed by reference to the pleading requirements of Federal Rule of Civil Procedure 8(a)(2). That rule provides that a complaint must contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” The purpose of the rule is to provide the defendants with “fair notice” of the claims and the “grounds” for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007).
To survive a motion under Federal Rule of Civil Procedure 12(b)(6), a complaint must contain facts sufficient to “state a claim to relief that is plausible on its face.” Twombly, 550 U.S. at 570; see Ashcroft v. Iqbal, 556 U.S. 662, 684 (2009) (“Our decision in Twombly expounded the pleading standard for all civil actions[.]”) (quotation omitted); see also Willner v. Dimon, 849 F.3d 93, 112 (4th Cir. 2017). However, a plaintiff need not include “detailed factual allegations” in order to satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555. Further, federal pleading rules “do not countenance dismissal of a complaint for imperfect statement of the legal theory supporting the claim asserted.” Johnson v. City of Shelby, Miss., 574 U.S. 10, 11 (2014) (per curiam).
Nevertheless, the rule demands more than bald accusations or mere speculation. Twombly, 550 U.S. at 555; see Painter's Mill Grille, LLC v. Brown, 716 F.3d 342, 350 (4th Cir. 2013). If a complaint provides no more than “labels and conclusions” or “a formulaic recitation of the elements of a cause of action, ” it is insufficient. Twombly, 550 U.S. at 555. Rather, to satisfy the minimal requirements of Rule 8(a)(2), the complaint must set forth “enough factual matter (taken as true) to suggest” a cognizable cause of action, “even if . . . [the] actual proof of those facts is improbable and . . . recovery is very remote and unlikely.” Twombly, 550 U.S. at 556.
In reviewing a Rule 12(b)(6) motion, a court “must accept as true all of the factual allegations contained in the complaint” and must “draw all reasonable inferences [from those facts] in favor of the plaintiff.” E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted); see Semenova v. MTA, 845 F.3d 564, 567 (4th Cir. 2017); Houck v. Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir. 2015); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th Cir. 2011), cert. denied, 565 U.S. 943 (2011). However, a court is not required to accept legal conclusions drawn from the facts. See Papasan v. Allain, 478 U.S. 265, 286 (1986). “A court decides whether [the pleading] standard is met by separating the legal conclusions from the factual allegations, assuming the truth of only the factual allegations, and then determining whether those allegations allow the court to reasonably infer” that the plaintiff is entitled to the legal remedy sought. A Soc'y Without a Name v. Virginia, 655 F.3d 342, 346 (4th Cir. 2011), cert. denied, 566 U.S. 937 (2012).
Ground Zero seeks dismissal of Counts II, III, V, VI, VII, and VIII of AEC's Second Amendment Complaint. ECF 30. In support of its motion, Ground Zero makes four primary arguments: (1) that AEC cannot assert breach of contract claims as the assignee of the Estate or ACNB Bank because those entities were not in contractual privity with Ground Zero; (2) that Pennsylvania law's prohibition on the assignment of purely personal tort actions forecloses the negligence claim asserted on behalf of the Estate; (3) that the negligence claim asserted on behalf of ACNB Bank is barred by the economic loss rule; and (4) that the Pennsylvania statutory claims are inapplicable to private suit against Ground Zero. ECF 10 at 5-8. This Court will address each contention in turn.
Counts II and III allege claims for breach of contract by AEC as the assignee of the Estate and ACNB Bank, respectively. ECF 29 ¶ 20, 25. The Second Amended Complaint expressly alleges two contracts: the agreement between ACNB Bank and AEC, and the subcontract agreement between AEC and Ground Zero. ECF 29 ¶¶ 4, 6; see also Id. ¶¶ 26, 27. No contract is alleged to have existed between ACNB Bank and Ground Zero, or between the Estate and any other party. Ground Zero seeks dismissal of Counts II and III due to a lack of privity between it and either the Estate or ACNB Bank.
“In order to state a claim for breach of contract, a plaintiff need only allege the existence of a contractual obligation owed by the defendant to the plaintiff, and a material breach of that obligation by the defendant.” RRC Ne., LLC v. BAA Maryland, Inc., 413 Md. 638, 658 (2010). As such a complaint alleging breach of contract “must of necessity allege with certainty and definiteness facts showing a contractual obligation owed by the defendant to the plaintiff…” Id. at 655 (quoting Continental Masonry Co. v. Verdel Constr. Co., 279 Md. 476, 480, (1977) (emphasis in original)). Although privity is normally required for a breach of contract claim, “[t]he third party beneficiary theory of recovery is a ‘limited exception' to the strict privity rule of contracts.” Gray Constr., Inc. v. Medline...
To continue reading
Request your trial