Leader Global Solutions, LLC v. Tradeco Infraestructura, S.A. DE C.V.

• Citation: 155 F.Supp.3d 1310
• Decision Date: 12 January 2016
• Docket Number: Case No. 1:15-cv-22130-UU
• Parties: Leader Global Solutions, LLC, Plaintiff, v. Tradeco Infraestructura, S.A. DE C.V., Defendant.
• Court: U.S. District Court — Southern District of Florida

155 F.Supp.3d 1310

Leader Global Solutions, LLC, Plaintiff,

v.Tradeco Infraestructura, S.A. DE C.V., Defendant.

Case No. 1:15-cv-22130-UU

United States District Court, S.D. Florida.

Signed January 12, 2016

Matthew Joseph McGuane, Jason Kenneth Kellogg, Levine Kellogg Lehman Schneider Grossman LLP, Miami, FL, for Plaintiff.

Alexander Angueira, Alexander Angueira, P.L.L.C., South Miami, FL, for Defendant.

ORDER

URSULA UNGARO, UNITED STATES DISTRICT JUDGE

THIS CAUSE is before the Court upon Plaintiff Leader Global Solutions, LLC's (“Leader Global”) Motion to Dismiss Defendant Tradeco Infraestructura, S.A. DE C.V.'s (“Tradeco”) Counterclaims. D.E. 27.

THE COURT has considered the Motion, the pertinent portions of the record, and is otherwise fully advised in the premises.

I. Background

On June 10, 2015, Leader Global filed a single count Amended Complaint alleging a state law breach of contract claim. D.E. 6. On November 9, 2015, Tradeco filed an answer which included three state law counterclaims. D.E. 17. Count I is a breach of contract claim; count II is a fraud claim; count III is an unjust enrichment claim. To that end, the allegations supporting the counterclaims are as follows:

In August 2014, Tradeco and Leader Global entered into a Master Sales Agreement (“MSA”) whereby Leader Global would purchase equipment and machinery for Tradeco's resale to its customers. D.E. 17, ¶ 1.¹ Under the terms of the MSA, Tradeco would provide a 10% deposit of the purchase price for the goods and Leader Global would pay the remaining 90%; after delivering the goods to its customers and receiving payment, Tradeco would settle its line of credit² with Leader Global. Id.

Certain events in the spring of 2015 forced Tradeco and Leader Global to revisit the MSA. Id. ¶ 2. Specifically, Tradeco was unable to make a payment due under the MSA on February 27, 2015, and also needed to pay its suppliers to continue its business operations. Id. In March 2015, Leader Global and Tradeco orally modified the MSA; pursuant to the modification, Tradeco would provide $2 million to Leader Global who would keep 10% as a commission and use the remaining funds to pay Tradeco's suppliers (the “Amended MSA”). Id. ¶ 3. The Amended MSA also granted Tradeco a ninety day extension to make the February 27, 2015 payment. Id. ¶ 6.

On April 15, 2015, Tradeco provided Leader Global with a list of the suppliers and the amount of money each was to receive. Id. On April 16, 2015, Tradeco made the $2 million payment to Leader Global. Id.

On April 17, 2015, Leader Global requested Tradeco to execute and return documents regarding the payments to be made to its suppliers, and also requested a 10% deposit. Id. ¶ 4. The same day, Leader Global informed Tradeco that certain litigation in the United States, involving a related Tradeco entity, was delaying Leader Global's payments to Tradeco's suppliers. Id. ¶ 5. Leader Global also disclosed to Tradceo, for the first time, that the payments to Tradeco's suppliers required approval from Leader Global's insurance underwriter, Zurich. Id.

On April 22, 2015, Tradeco returned to Leader Global executed documents that Leader Global required to establish the Amended MSA: an Invoice, Order Acceptance, and Promissory Note. Id. ¶ 8. The Invoice, however, shows the $2 million reducing the outstanding debt owed under the MSA, rather than being used to pay Tradeco's suppliers.³

On April 28, Leader Global informed Tradeco that Zurich would not approve the restructuring of the line of credit and that it was repudiating the Amended MSA. Id. ¶ 10.

As a result of Leader Global improperly securing the $2 million payment and refusing to apply it consistent with the terms of the Amended MSA, Tradeco was unable to continue its business activities and fulfill its obligations both to Leader Global and other commercial relationships. Id. ¶ 13.

II. Standard of Review

On a Rule 12(b)(6) motion to dismiss the complaint for failure to state a claim upon which relief can be granted, the court takes the factual allegations in the complaint as true and construes them in the light most favorable to the plaintiff. Edwards v. Prime Inc., 602 F.3d 1276, 1291 (11th Cir.2010). The Court does not view each fact in isolation, however, but considers the complaint in its entirety. Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007).

Conclusory allegations will not suffice to state a claim; rather, the complaint must allege sufficient facts to state a plausible claim to relief. See Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (“[T]he tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.”). This means that the factual content of the complaint must “allow[ ] the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. “Dismissal for failure to state a claim is proper if the factual allegations are not ‘enough to raise a right to relief above the speculative level.’ ” Edwards, 602 F.3d at 1291 (quoting Rivell v. Private Health Care Sys., Inc., 520 F.3d 1308, 1309 (11th Cir.2008) ). So long as the complaint properly alleges facts that make its claims plausible, the Court must view the complaint's allegations in the light most favorable to the plaintiff. Am. Dental Ass'n v. Cigna Corp., 605 F.3d 1283, 1289 (11th Cir.2010). “Regardless of the alleged facts, however, a court may dismiss a complaint on a dispositive issue of law.” Bernard v. Calejo, 17 F.Supp.2d 1311, 1314 (S.D.Fla.1998) (citing Marshall County Bd. of Educ. v. Marshall County Gas Dist., 992 F.2d 1171, 1174 (11th Cir.1993) ).

III. Discussion

For purposes of Rule 12(b)(6) review a court generally may not look beyond the pleadings. See Garcia v. Copenhaver, Bell & Assocs., M.D.'s, P.A., 104 F.3d 1256, 1266 n. 11 (11th Cir.1997). The pleadings include any information attached to a complaint. Fed. R.Civ.P. 10(c) ; Crenshaw v. Lister, 556 F.3d 1283, 1291 (11th Cir.2009). However, a district court may consider a document attached to a motion to dismiss if it is (1) central to the party's claim, and (2) its authenticity is not challenged. SFM Holdings, Ltd. v. Banc of Am. Sec., LLC, 600 F.3d 1334, 1337 (11th Cir.2010).

In determining whether a document is central to a party's claims, courts consider such factors as: whether the claims depend on the documents, see Botero v. South Florida Pain & Rehabilitation Center Corp., Inc., No. 12–20924, 2012 WL 3614329, at *3 (S.D.Fla. Aug. 21, 2012) ; whether the contents of the documents are alleged in the complaint, Gonzalez v. Watermark Realty Inc., 2010 WL 1299740, at *2 (S.D.Fla. Mar. 30, 2010) ; see In re Silicon Graphics Inc. Securities Litigation, 183 F.3d 970, 986 (9th Cir.1999) ; whether the documents form a “necessary part of [the plaintiff's] effort to make out [his] claim,” Day v. Taylor , 400 F.3d 1272, 1276 (11th Cir.2005) ; see e.g., Horsley v. Feldt, 304 F.3d 1125, 1134–35 (11th Cir.2002), and whether the documents are referred to throughout the complaint. See Infante v. Bank of America, 468 Fed.Appx. 918, 921 n.2 (11th Cir.2012) (unpublished); Int'l Bhd. of Teamsters v. Amerijet Int'l, Inc., 932 F.Supp.2d 1336, 1344 (S.D.Fla.2013) (same); Gonzalez, 2010 WL 1299740 at *2 (same). If the documents contradict the general and conclusory allegations of the pleading, then the documents govern. Goldberg v. Nat'l Union Fire Ins. Co. of Pittsburgh, PA., No. 13–21653–CIV, 143 F.Supp.3d 1283, 1290-91, 2015 WL 7007983, at *4 (S.D.Fla. May 18, 2015) (citing Crenshaw v. Lister, 556 F.3d 1283, 1284 (11th Cir.2009) ).

Leader Global has attached the Invoice and Order Acceptance to its Motion, which the Court will consider herein because Tradeco has emphasized that those documents were related and necessary to establish the Amended MSA (D.E. 17, ¶¶ 6, 8); additionally, Tradeco refers to the content of the Invoice as proof that it made the $2 million payment consistent with the Amended MSA. Id. n.1. The Court also considers the MSA; it is central to Defendant's claims because the alleged amendment is an oral modification to the MSA; Tradeco additionally cites the content of the MSA (Id. ¶ 1) and otherwise refers to it throughout the counterclaims. (Id. ¶¶ 2, 6, 9, 19, 20).

Further, Tradeco has neither challenged the authenticity of the Invoice, Order Acceptance, or MSA, nor argued in its Response that the documents are not properly before the Court. Edwards v. HSBC Mortgage Servs., Inc., No. 1:12–CV–4162–JEC, 2013 WL 4806922, at *4 (N.D.Ga. Sept. 9, 2013) (“As plaintiff has responded to the defendant's motion to dismiss and has not challenged the authenticity of the attached documents, the Court will consider the documents in assessing the defendant's motion to dismiss for the purposes of determining whether the complaint meets the Twombly/Iqbal plausibility standard.”).

A. Count I–Breach of Contract

Tradeco alleges that Leader Global breached the Amended MSA by applying the $2 million to Tradeco's outstanding debt. Leader Global argues that any oral modification is barred by the MSA's provision limiting amendments to signed writings. Leader Global additionally argues that the Invoice and Order Acceptance attached to its Motion expressly contradict Tradeco's allegations and therefore Tradeco fails to state a plausible claim. In response, Tradeco asserts that it has alleged an oral modification to the MSA and that Leader Global secured the Invoice and Order Acceptance through duress, and thus the documents are void. Id. ¶ 8.

Under Florida law, to overcome the clauses in the MSA that limit amendments to signed writings, Tradeco must show: “(1) mutual assent; (2) that both parties (or at least the party seeking to enforce the amendment) performed consistent with the terms of...