Raytheon Co. v. Ahtna Support & Training Servs.

• Decision Date: 23 March 2022
• Docket Number: Civil Action 3:21-CV-239-RGJ
• Parties: RAYTHEON COMPANY Plaintiff v. AHTNA SUPPORT AND TRAINING SERVICES, LLC; AHTNA NETIYE', LLC; AHTNA, INCORPORATED; THOMAS M. OWENS Defendants
• Court: U.S. District Court — Western District of Kentucky

RAYTHEON COMPANY Plaintiff v. AHTNA SUPPORT AND TRAINING SERVICES, LLC; AHTNA NETIYE', LLC; AHTNA, INCORPORATED; THOMAS M. OWENS Defendants

Civil Action No. 3:21-CV-239-RGJ

United States District Court, W.D. Kentucky, Louisville Division

March 23, 2022

MEMORANDUM OPINION AND ORDER

REBECCA GRADY JENNINGS, DISTRICT JUDGE UNITED STATES DISTRICT COURT

Defendants Ahtna Support and Training Services, LLC, Ahtna Netiye' LLC, and Ahtna, Incorporated (“Defendants”) move to dismiss Plaintiff Raytheon Company's (“Raytheon”) Complaint. [DE 22].^[1] This matter is ripe. [DE 24; DE 25]. For the reasons below, Defendants' Motion to Dismiss [DE 22] is DENIED.

I. BACKGROUND^[2]

Raytheon is a defense company that had government contracts to maintain “mobile charging stations and storage locations for lithium-ion battery boxes” (“LBBs”) owned by the United States Government. [DE 1 at 1, 3]. LBB Vault #2 was a mobile charging station that contained LBBs. [Id. at 3].

Defendants agreed to provide “qualified sustainment services” to Raytheon, which included management and oversight of LBB Vault #2. [Id. at 4]. Defendants hired field engineers for these services. [Id. at 6].

In April 2020, two LBBs “vented and melted” in LBB Vault #2. [Id.]. During a meeting to decide how to remediate the LBBs, one of Defendants' field engineers, Thomas Owens, suggested using a sledgehammer and crowbar to remove the melted batteries. [Id.]. People at this meeting told Owens that using a sledgehammer and crowbar would not be safe. [Id.]. Raytheon directed Defendants' employees to take pictures and not to touch or try to remove the damaged batteries. [Id. 6-7]. In May 2020, three of Defendants' field engineers, Thomas Owens, David Metcalf, and Gregory Hart, attempted to remove the LBBs with a pry bar and sledgehammer. [Id. at 7]. They failed in their endeavor and left for lunch. [Id.]. While they were gone, the LBBs emitted sparks, and LBB Vault #2 caught fire, destroying LBB Vault #2 and all 304 LBBs that were stored in it. [Id. at 7-8].

Raytheon sued Ahtna Support And Training Services, LLC, Ahtna Netiye', LLC, and Ahtna, Incorporated, Thomas Owens, David Metcalf, and Gregory Hart, II, ^[3] bringing one claim of breach of contract, three claims of negligence-negligence, gross negligence, and negligent training and supervision^[4]-and a claim for declaratory judgment. [Id. at 9-16]. Defendants move to dismiss the Complaint. [DE 22]. Raytheon responded [DE 24], and Defendants replied. [DE 25].

II. STANDARD

Federal Rule of Civil Procedure 12(b)(6) instructs that a court must dismiss a complaint if the complaint “fail[s] to state a claim upon which relief can be granted[.]” Fed.R.Civ.P. 12(b)(6). To state a claim, a complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief[.]” Fed.R.Civ.P. 8(a)(2). When considering a motion to dismiss, courts must presume all factual allegations in the complaint to be true and make all reasonable inferences in favor of the non-moving party. Total Benefits Plan. Agency, Inc. v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 434 (6th Cir. 2008) (citation omitted). “But the district court need not accept a bare assertion of legal conclusions.” Tackett v. M & G Polymers, USA, LLC, 561 F.3d 478, 488 (6th Cir. 2009) (citation omitted). “A pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do. Nor does a complaint suffice if it tenders naked assertion[s] devoid of further factual enhancement.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotation marks and citation omitted).

To survive a motion to dismiss, a plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). A claim is plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678 (citing Twombly, 550 U.S. at 556). “A complaint will be dismissed . . . if no law supports the claims made, if the facts alleged are insufficient to state a claim, or if the face of the complaint presents an insurmountable bar to relief.” Southfield Educ. Ass'n v. Southfield Bd. of Educ., 570 Fed.Appx. 485, 487 (6th Cir. 2014) (citing Twombly, 550 U.S. at 561-64

Rule 12(d) of the Federal Rules of Civil Procedure provides that, if “matters outside the pleadings are presented and not excluded by the court, the motion must be treated as one for summary judgment under Rule 56.” The Court, however, “may consider the Complaint and any exhibits attached thereto, public records, items appearing in the record of the case and exhibits attached to defendant's motion to dismiss so long as they are referred to in the Complaint and are central to the claims contained therein” without converting to a summary judgment. Bassett v. Nat'l Collegiate Athletic Ass'n, 528 F.3d 426, 430 (6th Cir. 2008).

III. DISCUSSION

Defendants move to dismiss the claims against them because Raytheon failed to state a claim against them on which relief may be granted. [DE 22 at 136].

i. Breach of Contract Claim

Defendants argue that the breach of contract claim against them fails because Raytheon failed to establish the elements of a breach of contract. [DE 22-1 at 145-48]. Defendants argue that Raytheon failed to identify and present the terms of the Contract, because Raytheon failed to attach the contract to the complaint. [Id. at 145-46]. Defendants also argue that Raytheon fails to identify what corporate entity is a party to the contract because the Complaint refers to the Ahtna Defendants as “Ahtna, ” and Raytheon has not met its burden for piercing the corporate veil. [Id. at 147].

To state a claim for breach of contract, a plaintiff must plead: “(1) the existence of a valid contract; (2) breach of the contract; and (3) damages or loss to plaintiff.” Sudamax Industria e Comercio de Cigarros, Ltda v. Buttes & Ashes, Inc., 516 F.Supp.2d 841, 845 (W.D. Ky. 2007). In Kentucky, “an enforceable contract must contain definite and certain terms setting forth promises of performance to be rendered by each party.” Kovacs v. Freeman, 957 S.W.2d 251, 254 (Ky. 1997); Seye v. Richardson, No. 2:14-CV-38-EBA, 2015 WL 3887053, at *1 (E.D. Ky. June 23, 2015); see also Harris v. Am. Postal Workers Union, 198 F.3d 245 (6th Cir. 1999) (“It is a basic tenet of contract law that a party can only advance a claim of breach of written contract by identifying and presenting the actual terms of the contract allegedly breached”). Additionally, parties may only sue for a breach of contract if privity of contract existed. Presnell Const. Managers, Inc. v. EH Const., LLC, 134 S.W.3d 575, 579 (Ky. 2004).

Raytheon alleges that “Raytheon and Ahtna were parties” to the alleged contracts. Raytheon defined “Ahtna” as “Defendants Ahtna Support and Training Services, LLC; Ahtna Netiye', LLC; Ahtna, Incorporated.” [DE 1 at 1, 9]. These alleged facts, if true, allow the Court to draw the reasonable inference that privity of contract existed between Raytheon and each defendant, Ahtna Support and Training Services, LLC, Ahtna Netiye', LLC, and Ahtna, Incorporated, regardless of any alter ego or corporate veil theory. Presnell Const. Managers, Inc., 134 S.W.3d at 579 (“Privity of contract is the relationship between parties to a contract, allowing them to sue each other[.]” (internal citations and quotations omitted)).

In the complaint, Raytheon has also set forth allegations of specific terms of the contract allegedly between Defendants and Raytheon, breach of that contract, and damages:

46. At all times relevant to this litigation, Raytheon and Ahtna were parties to valid and enforceable Purchase Orders whereby Ahtna agreed to provide qualified sustainment services and other necessary support to Raytheon at various locations throughout the United States.

47. The Purchase Orders, Supplier Statement of Work, and Terms and Conditions also pertained to and governed Ahtna's operation and management of LBB Vault #2.

48. Ahtna agreed to provide Raytheon with all necessary support to meet the contractual requirements that pertain to field operations and management of LBB Vault #2.

49. At all times relevant to this litigation, Raytheon completely performed its obligations under the terms of the Purchase Orders, Supplier Statement of Work, and Terms and Conditions.

50. Ahtna breached the terms of the Purchase Orders, Supplier Statement of Work, and Terms and Conditions by failing to provide qualified sustainment services and other necessary support to ensure the safe and proper operation and management of LBB Vault #2. Specifically, Ahtna breached Sections 10(d) (“Buyer's Property”) of the Terms and Conditions, as well as Sections and 20(b) (“Responsibility and Insurance”).

a. Section 10(d) provided that [Ahtna] shall maintain [Raytheon's] Property and shall be responsible for all loss or damage to [Raytheon's] Property except for normal wear and tear. [Ahtna] shall (i) within two (2) working days, report to [Raytheon] the loss, theft, damage, destruction of [Raytheon's] Property, or if any such property is found to be malfunctioning or otherwise unsuitable for use and (ii) determine and report the root cause and all pertinent facts as soon as they become known, and corrective action taken to prevent recurrence, at no additional cost to [Raytheon].

b. Section 20(b) provided that [i]f work is to be performed on premises owned or controlled by [Raytheon], then [Ahtna] shall comply with all the rules and regulations established by [Raytheon] for access to and activities in and around premises owned or controlled by [Raytheon].

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