Marina PDR Operations, LLC v. Master Link Corp.

• Decision Date: 19 June 2018
• Docket Number: Civil No. 17–1307 (FAB)
• Citation: 322 F.Supp.3d 260
• Parties: MARINA PDR OPERATIONS, LLC, Plaintiff, v. MASTER LINK CORPORATION, INC., et al., Defendants.
• Court: U.S. District Court — District of Puerto Rico

322 F.Supp.3d 260

MARINA PDR OPERATIONS, LLC, Plaintiff,

v.MASTER LINK CORPORATION, INC., et al., Defendants.

Civil No. 17–1307 (FAB)

United States District Court, D. Puerto Rico.

Signed June 19, 2018

Ian P. Carvajal–Zarabozo, Fernando Sabater–Clavell, Saldana, Carvajal & Velez–Rive, P.S.C., San Juan, PR, for Plaintiff.

Alberto J. Castaner–Padro, III, Castaner Law Offices P.S.C., Jean P. Gauthier–Inesta, San Juan, PR, Vicente Santori–Margarida, Pinto–Lugo, Oliveras & Ortiz, PSC, Guaynabo, PR, for Defendants.

OPINION AND ORDER¹

BESOSA, District Judge.

Before the Court is defendant Master Link Corporation ("Master Link")'s motion to dismiss plaintiff Marina PDR Operations, LLC ("Marina")'s third amended complaint pursuant to Federal Rule of Civil Procedure 12(b)(6) (" Rule 12(b)(6)"). (Docket No. 52.) For the reasons set forth below, the Court DENIES Master Link's motion to dismiss Marina's third amended complaint.

I. Background

This action concerns Master Link's alleged breach of two contracts into which it entered with Marina—the Master Link Barge Agreement and the Fajardo Vessel Agreement.²

A. The Master Link Barge Agreement

Marina provides wet slip and land storage services for ships. (Docket No. 47 at p. 2.) Master Link owns the M/V Master Link I, a barge and the in rem defendant in this litigation ("Master Link Barge"). Id.

On April 22, 2013, Master Link entered into a Boat Space License Agreement with Marina ("Master Link Barge Agreement"). Id. at p. 4.³ Master Link agreed to pay a monthly fee of $2,848.50 to store the Master Link Barge at Marina's facility. (Docket No. 1, Ex. 3.) In the event of default, Marina reserved "the right to retain the vessel as guarantee for payment and/or performance by Owner of any obligation under this agreement." Id.

Master Link has not paid any dockage, storage or other fees incurred by Marina associated with storing the Master Link Barge. Id. at p. 5. According to Marina, as of January 30, 2017, Master Link and the Master Link Barge, as an in rem defendant, owe $36,980.19. Id. Master Link declined Marina's requests "to meet in person to discuss [a] payment arrangement." (Docket No. 31 at p. 6.) The Master Link Barge remains stored at Marina's facility. (Docket No. 1, Ex. 3.)

B. The Fajardo Vessel Agreement

The Maritime Transport Authority ("MTA") is a public corporation of the Commonwealth of Puerto Rico. Id. at p. 2. The MTA owns the M/V Fajardo II ("Fajardo Vessel"). Id. ⁴ On February 1, 2012, the MTA entered into a Boat Space License Agreement with Marina ("Fajardo Vessel Agreement"). Id. at p. 5. Marina agreed to store the Fajardo Vessel at its facility for a monthly fee, subject to the same terms and conditions set forth in the Master Link Barge Agreement. (Docket No. 1, Exs. 1 and 3.)

As of January 30, 2017, Marina incurred $78,311.85 in costs associated with docking and storing the Fajardo Vessel. (Docket No. 47 at p. 4.) The Fajardo Vessel remains stored at Marina's facility. Id. at p. 3. Marina asserts that "Master Link expressly assumed and accepted responsibility for the payments to [Marina] under the [Fajardo Vessel Agreement] for the storage and services provided." Id. Master Link issued payments to Marina pursuant to the Fajardo Vessel Agreement for haul out, blocking, lay days and land storage, assuring "[Marina] that it would be paying all amounts due as soon as it received an updated balance sheet." Id. Accordingly, Marina avers, Master Link is liable for all outstanding debts regarding the Fajardo Vessel. Id. at p. 3. Marina's collection efforts against Master Link concerning the Fajardo Vessel proved unsuccessful. According to Marina, "notice of the instant claim was anticipated to Master Link as well as the opportunity to address this matter within a reasonable time but, again, Master Link failed to pay." Id.

Marina pleads in the alternative that should the Court find that Master Link did not assume the MTA's obligations pursuant to the Fajardo Vessel Agreement, the MTA is consequently liable for the storage fees regarding the Fajardo Vessel.

Master Link moves to dismiss the third amended complaint, adopting its motion to dismiss the second amended complaint. (Docket Nos. 30 and 52.) Similarly, Marina moves to adopt its opposition to Master Link's motion to dismiss the second amended complaint. (Docket No. 31.) The Court grants both requests.

II. Jurisdiction

The third amended complaint sets forth an admiralty and maritime cause of action within the meaning of Federal Rule of Civil Procedure 9(h). (Docket No. 47.) Accordingly, this Court possesses jurisdiction pursuant to 28 U.S.C. § 1333.

III. 12(b)(6) Standard

Pursuant to Rule 12(b)(6), a defendant may move to dismiss an action for failure to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). To survive a Rule 12(b)(6) motion, a complaint must contain sufficient factual matter "to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). "Propriety of dismissal under Rule 12(b)(6) turns on the complaint's compliance with Rule 8(a)(2), which mandates that every complaint contain ‘a short and plain statement of the claim showing that the pleader is entitled to relief,’ " Fed. R. Civ. P. 8(a)(2) ; Ocasio–Hernández v. Fortuño–Burset, 640 F.3d 1, 8 (1st Cir. 2011).

Courts engage in a two-step analysis in resolving motions to dismiss. First, courts "isolate and ignore statements in the complaint that simply offer legal labels and conclusions or merely rehash cause-of-action elements." Schatz v. Republican State Leadership Comm., 669 F.3d 50, 55 (1st Cir. 2012). For the second step, courts "take the complaint's well-pled (i.e. , non-conclusory, non-speculative) facts as true, drawing all reasonable inferences in the pleader's favor, and see if they plausibly narrate a claim for relief." Id. at 55. "The relevant question for a district court in assessing plausibility is not whether the complaint makes any particular factual allegations but, rather, whether ‘the complaint warrant[s] dismissal because it failed in toto to render plaintiffs' entitlement to relief plausible.’ " Rodríguez–Reyes v. Molina–Rodríguez, 711 F.3d 49, 55 (1st Cir. 2013) (quoting Twombly, 550 U.S. at 569 n. 14, 127 S.Ct. 1955 ). All allegations in the complaint are taken as true and all reasonable inferences are drawn in the plaintiff's favor. Parker v. Hurley, 514 F.3d 87, 90 (1st. Cir. 2008).

"Affirmative defenses, such as the statute of limitations, may be raised in a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), provided that ‘the facts establishing the defense [are] clear ‘on the face of the plaintiff's pleadings.’ " Trans–Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315, 320 (1st Cir. 2008) (quoting Blackstone Realty LLC v. FDIC, 244 F.3d 193, 197 (1st Cir.2001) (internal quotation marks omitted) ). Where the dates provided in the complaint reveal that the statute of limitations has expired and "the complaint fails to ‘sketch a factual predicate’ that would warrant the application of either a different statute of limitations period or equitable estoppel, dismissal is appropriate." Id. at 320 (quoting LaChapelle v. Berkshire Life Ins. Co. , 142 F.3d 507, 509–10 (1st Cir. 1998).

IV. Discussion

The dispositive inquiry for purposes of Master Link's motion to dismiss is whether Marina's claims are time-barred. The general maritime law of the United States governs maritime contract disputes. United Fruit Co. v. United States, 186 F.2d 890, 895 (1st Cir. 1951). "Liability arises in the admiralty as elsewhere from breach of any valid contract." Navieros Inter–Americanos, S.A. v. M/V Vasilia Exp., 120 F.3d 304, 313 (1st Cir. 1997) (quotation omitted). "In an admiralty case, maritime law and the equitable doctrine of laches govern the time to sue." Doyle v. Huntress, Inc., 513 F.3d 331, 334 (1st Cir. 2008) (quotation omitted).

To determine whether a claim is time-barred, courts consider the period of limitations prescribed in the most analogous statute. TAG/ICIB Servs., Inc. v. Pan Am. Grain, 215 F.3d 172, 175 (1st Cir. 2000) ; see TAG/ICIB Servs., Inc. v. Sedeco Servicio de Descuento en Compras, 570 F.3d 60, 63 (1st Cir. 2009) ("Courts rely upon [the limitations period in the most analogous statute] to establish burdens of proof and presumptions of timeliness and untimeliness."). Furthermore, "[a]n admiralty court must apply the federal maritime rules that directly address the issues at hand, and only resort to state law when no federal rule applies." Pan Am. Grain, 215 F.3d at 177. Cf. Occidental Life Ins. Co. of California v. E.E.O.C., 432 U.S. 355, 378, 97 S.Ct. 2447, 53 L.Ed.2d 402 (1977) (noting preference for incorporating limitation periods from analogous federal statutes to maintain uniformity in admiralty law.); Sedeco, 570 F.3d at 60 (1st Cir. 2009).

Pursuant to maritime law and the Federal Maritime Liens Act, recovery for vessel storage fees are "necessaries." 46 U.S.C. § 31342 ; see Faneuil Advisors v. O/S Sea Hawk, 50 F.3d 88, 93 (1st Cir. 1995) ; see also S.C. State Ports Auth. v. M/V Tyson Lykes, S.C. State Ports Auth. v. M/V Tyson Lykes, 837 F.Supp. 1357, 1365 (D.S.C. 1993), aff'd, 67 F.3d 59 (4th Cir. 1995) (holding that dockage fees constitute "necessaries"). In this action, reliance on state law is appropriate because maritime law does not prescribe a period of limitations for an action to collect necessaries. See Tyson Lykes, 837 F.Supp. at 1370.

If a plaintiff files a complaint before the analogous statute of limitations expires, there is a presumption that laches is inapplicable and the defendant shoulders the burden of proving...