Aramark U.S. Offshore Servs. v. Amity Lodges Ltd., C. A. N22C-07-010 FJJ

CourtSuperior Court of Delaware
Writing for the CourtFrancis J. Jones, Jr. Judge
PartiesARAMARK U.S. OFFSHORE SERVICES, LLC, Plaintiff/Counterclaim-Defendant, v. AMITY LODGES LTD., Defendant/Counterclaim-Plaintiff.
Docket NumberC. A. N22C-07-010 FJJ
Decision Date21 November 2022

ARAMARK U.S. OFFSHORE SERVICES, LLC, Plaintiff/Counterclaim-Defendant,

AMITY LODGES LTD., Defendant/Counterclaim-Plaintiff.

C. A. No. N22C-07-010 FJJ

Superior Court of Delaware

November 21, 2022

Submitted: November 7, 2022

Order Upon Consideration of Plaintiff/Counterclaim-Defendant's Motion to Dismiss DENIED.

Richard L. Renck, Esquire and Tracey Timlin, Esquire, Duane Morris, LLP, Wilmington, Delaware. Attorneys for Plaintiff/Counterclaim-Defendant.

Bartholomew J. Dalton, Esquire, Laura J. Simon, Esquire, and Michael C. Dalton, Esquire, Dalton & Associates, Wilmington, DE. Attorneys for Defendant/Counterclaim-Plaintiff.

Francis J. Jones, Jr. Judge



A dispute arising under a five-year agreement (the "contract" or the "agreement") between Aramark U.S. Offshore Services, LLC ("Aramark") and Amity Lodges, LTD ("Amity") has spawned this breach of contract action. Aramark, a hotel and catering service provider, contracted with Amity, the owner and operator of a New Mexico resort lodge, to provide the lodge with food and custodial management services. Both parties allege the other breached the agreement.

Aramark initiated this action, seeking damages for the alleged breach. In response, Amity filed a counterclaim (the "Counterclaim") against Aramark. Aramark now moves to dismiss the Counterclaim. For the reasons stated herein, the motion must be DENIED.


A motion to dismiss under Rule 12(b)(6)[1] presents the question of "whether a plaintiff may recover under any reasonably conceivable set of circumstances susceptible of proof under the complaint."[2] When considering a motion to dismiss, the Court must read the complaint generously, accept all well-pled allegations as true, and construe all facts in a light most favorable to the non-moving party.[3] A


complaint is well-pled if it puts the opposing party on notice of the claim being brought against it.[4] Dismissal is warranted only when "under no reasonable interpretation of the facts alleged could the complaint state a claim for which relief might be granted."[5]

Generally, the complaint defines the "universe of facts" the Court is required to consider in ruling on a Rule 12(b)(6) motion to dismiss.[6] In the present matter, the Court will review the "universe of facts" as articulated in the Counterclaim.[7] The Court may consider documents attached to, or incorporated by reference into, the Counterclaim without converting the motion into one for summary judgment.[8]


Aramark argues the Counterclaim should be dismissed because it contains only conclusory allegations to suggest Aramark breached the provisions of the agreement. The Court disagrees.

Per the contract, Aramark agreed to provide Amity with...

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