R+C+G Station, Inc. v. Urbieta Oil, Inc.
| Decision Date | 07 June 2012 |
| Docket Number | CASE NO. 10-22900-CIV-ALTONAGA/Simonton |
| Parties | R+C+G STATION, INC., Plaintiff, v. URBIETA OIL, INC., Defendant. |
| Court | U.S. District Court — Southern District of Florida |
THIS CAUSE comes before the Court on Defendant, Urbieta Oil, Inc.'s ("Defendant['s]" or "Urbieta['s]") Motion to Dismiss . . . ("Motion") [ECF No. 98], filed on May 7, 2012. Plaintiffs, Ramon Castillo ("Castillo") and R+C+G Station, Inc. ("RCG") (collectively, "Plaintiffs"), filed an initial complaint [ECF No. 1] on August 10, 2010, alleging violations of the Petroleum Marketing Practices Act, 15 U.S.C. § 2801, et seq. ("PMPA") and unjust enrichment. The Court granted Defendant's motion to dismiss that complaint. (See Jan. 27, 2012 Order [ECF No. 52]). Plaintiffs thereafter amended their pleadings twice. In the Second Amended Complaint ("Complaint") [ECF No. 96] filed on April 26, 2012, Plaintiffs allege five claims: violations of the PMPA (Count I); violations of Florida's Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201, et seq. ("FDUTPA") (Count II); theft pursuant to Fla. Stat. § 722, et seq. (Count III); unjust enrichment (Count IV); and breach of contract (Count V). Defendant seeks to dismiss all five claims against it pursuant to Federal Rules of Civil Procedure ("Federal Rule[s]") 12(b)(1) and 12(b)(6). (See Mot. 1). Plaintiffs filed a Response [ECF No. 100] to the Motion on May 15, 2012, to which Defendant never timelyreplied. The Court has carefully considered the Motion, the parties' written submissions, and the applicable law.
Plaintiff Castillo is the remaining director and trustee of the assets of Plaintiff RCG, a dissolved Florida corporation that formerly did business in North Miami, Florida. (See Compl. ¶ 3). RCG is a former operator of a Valero gasoline service station and convenience store. (See id.). Defendant Urbieta is a Florida corporation and Valero-branded distributor of petroleum products, with a principal place of business in Miami, Florida. (See id. ¶ 4). On August 1, 2008, the parties executed a three-year contract entitled the "Contractor Operated Retail Outlet Agreement" ("Agreement"), in which Plaintiffs are identified as the "Operator" and Defendant as the "Company." (Id. ¶ 5). Under the Agreement the Operator acted as warehouseman for Company petroleum products, and as cashier and short-term repository for Company funds from the sales of these products. (See id. ¶ 12).
Under the Agreement the Operator's "[c]ompensation rate is expected to cover all of the Operator's reasonable, necessary, and efficient expenses in performing the duties under this Agreement." (Id. ¶ 24). The Operator's compensation rate was $0.04 per gallon of gasoline sold for the first sixty days of the Term and $0.03 per gallon of gasoline sold thereafter. (See id. ¶ 25). The Operator's monthly earned income from the Company's compensation rate could vary significantly from month to month, at times as much as 13.5%, depending on the volume of gasoline sold. (See id. ¶ 26).
On December 9, 2009, there was a fire. (See id. ¶ 52).2 A fire damage claim was filed with Plaintiffs' insurance carrier on December 9, 2009. (See id. ¶ 42). Defendant received $32,067.00 as payment under Plaintiffs' property damage policy and subsequently refused to pay Plaintiffs their earned commissions for the months of January and February 2010, stating that these amounts were necessary to recoup the deductible under the policy. (See id.). Defendant refused to reimburse Plaintiffs for their losses from the fire. (See id.). Plaintiffs experienced over $30,000.00 in inventory losses as a result of the fire. (See id. ¶ 52). Defendant's losses were minimal. (See id. ¶ 53). Defendant also refused to return any portion of Plaintiffs' Renewal Transfer Fee or Down Payment, causing the Plaintiffs financial harm. (See id. ¶ 30).
On July 6, 2010, without notice to Plaintiffs, Defendant's representatives arrived at the Location and advised Plaintiffs that the Agreement was terminated and that the Location was closed. (See id. ¶ 27). Defendant's representatives removed the Company's products from the Location, changed the locks, and ejected Plaintiffs. (See id.). The Company refused Plaintiffs' demands to re-open the Location under the Agreement. (See id. ¶ 28). The Company further refused to renew the Agreement. (See id. ¶ 29).
The Company wrote to the Operator on December 8, 2010 stating "No [c]omission for Jan 2010, and Feb 2010 due to paying the deductible for the insurance of the fire on December 2009 which was said" [sic]. (Id. ¶ 21).
Under Federal Rule of Civil Procedure 12(b)(6), "[t]o survive a motion to dismiss, acomplaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (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). 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. Indeed, "only a complaint that states a plausible claim for relief survives a motion to dismiss." Iqbal, 129 S. Ct. at 1950 (citing Twombly, 550 U.S. at 556). 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 1949 (citing Twombly, 550 U.S. at 556). "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, 129 S. Ct. at 1949).
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). But pleadings that Iqbal, 129 S. Ct. at 1950; see also Sinaltrainal, 578 F.3d at 1260 () (quotation marks and citation omitted).
A defendant may attack subject matter jurisdiction under Rule 12(b)(1) in two ways — a facial attack or a factual attack. A factual attack "challenges the existence of subject matterjurisdiction in fact, irrespective of the pleadings, and matters outside the pleadings such as testimony and affidavits, are considered." Menchaca v. Chrysler Credit Corp., 613 F.2d 507, 511 (5th Cir. 1980). In a factual attack, courts are free to weigh the evidence to satisfy themselves they have the power to hear the case. Lawrence v. Dunbar, 919 F.2d 1525, 1529 (11th Cir. 1990). No presumption of truth attaches to the plaintiff's allegations, and the existence of disputed material facts does not prevent the trial court from evaluating for itself the merits of the jurisdictional claim. See id.
In a Rule 12(b)(1) facial attack, the court may only consider the allegations in the complaint, which must be taken as true. See Lawrence, 919 F.2d at 1529 (quoting Menchaca, 613 F.2d at 511). A facial attack asserts that a plaintiff has failed to allege a basis for subject matter jurisdiction in the complaint. See Menchaca, 613 F.2d at 511. In a facial attack, the plaintiff's allegations are taken as true for the purposes of the motion, see id., and the plaintiff is afforded safeguards similar to those provided in challenging a Rule 12(b)(6) motion. See Lawrence, 919 F.2d at 1529 (citing Williamson v. Tucker, 645 F.2d 404, 412 (5th Cir. 1981)).
In its Motion, Defendant seeks to dismiss all claims. Defendant moves to dismiss Counts I and III pursuant to Rule 12(b)(6) for failing to state claims. Should the Court find Count I fails to state a valid claim, Defendant also moves to dismiss Counts II-V for lack of subject-matter jurisdiction under Rule 12(b)(1). The Court addresses each argument in turn.
In Count I of the Complaint, Plaintiffs bring a claim for violations of the PMPA. The PMPA "limits the circumstances in which franchisors may 'terminate' a service-station franchise or 'fail to renew' a franchise relationship." Mac's Shell Serv., Inc. v. Shell Oil Prods. Co. LLC,130 S.Ct. 1251, 1252-53 (2010) (quoting 15 U.S.C. §§ 2802, 2804). Plaintiffs allege that the PMPA governed their relationship with Defendant, and that Defendant failed to follow notice requirements under the PMPA before terminating or failing to renew the franchise relationship between the parties. (See Compl. ¶¶ 35-36).
Defendant asserts that Plaintiffs have not sufficiently alleged their status as a franchisee under the PMPA, and that the statute therefore does not apply to the parties' relationship. (See Mot. 4 (citing Farm Stores, Inc. v. Texaco, Inc., 763 F.2d 1335, 1340 (11th Cir. 1985))). The Eleventh Circuit in Farm Stores explained, 763 F.2d at 1339-40. Under the PMPA, a "franchisee" is a "retailer or distributor" authorized to use a trademark in connection with sale, consignment, or distribution of motor fuel. 15 U.S.C. § 2801(4). A "retailer" is "any person who purchases...
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