Runaway Records Prods. v. Franciscan Univ. of Steubenville
| Decision Date | 05 October 2022 |
| Docket Number | Civil Action 21-752 |
| Parties | RUNAWAY RECORDS PRODUCTIONS, LLC, Plaintiff, v. FRANCISCAN UNIVERSITY OF STEUBENVILLE, Defendant. |
| Court | U.S. District Court — Western District of Pennsylvania |
W Scott Hardy, United States District Judge.
Presently before the Court is the Partial Motion to Dismiss Counts II-IV of Plaintiff's Amended Complaint, filed by Defendant Franciscan University of Steubenville (the “University”), for failure to state claims upon which relief can be granted pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure, and Memorandum in Support (Docket Nos. 11, 12), as well as the Response and Brief in Opposition filed by Plaintiff Runaway Records Productions LLC (“Runaway”) (Docket Nos. 13, 14), and the University's Reply (Docket No. 16). For the reasons set forth herein, the University's motion is granted in part and denied in part.
As the parties are well-acquainted with the factual background of this case, at this juncture the Court will present an abbreviated version of the facts as alleged in the Amended Complaint and in the light most favorable to Runaway.
The University is located in Steubenville, Ohio. (Docket No. 10, ¶ 9). Since 2014, the parties have been in a contractual relationship in which Runaway has provided various production services, including, but not limited to, audio and visual production, broadcasting, and videotaping of various conferences, religious services, and concerts. (Id. ¶¶ 8, 10). The parties entered into their most recent contract in the form of an Independent Contractor Agreement (the “Agreement”) on or about February 26, 2020, covering calendar years 2020, 2021, and 2022. (Id. ¶¶ 11, 25; Docket No. 10-1). Pursuant to this Agreement, Runaway agreed to provide its services for several in-person conferences held at the University's main campus between June 2020 and August 2020, along with other video processing, recording, and duplication services, and to provide similar services for calendar years 2021 and 2022. (Docket Nos. 10; 10-1 at 2). However, the University canceled its events in 2020 after the onset of the COVID-19 pandemic and then did not remit payment to Runaway for contracted-for services. (Docket No. 10, ¶¶ 13, 28, 30, 55). Even then, the University continued to possess Plaintiff's equipment and permitted another vendor to use it for the University's benefit. (Id. ¶¶ 41, 64, 70). This action ensued.
Runaway's Amended Complaint alleges claims against the University for breach of contract (Count I), tortious interference (Count II), unjust enrichment (Count III), and conversion (Count IV). (Docket No. 10). In response, the University filed a Partial Motion to Dismiss Counts II-IV of the Amended Complaint pursuant to Rule 12(b)(6) for failure to state a claim upon which relief can be granted. (Docket No. 11). The University's motion and supporting briefs also seek to strike Exhibit B to the Amended Complaint along with related averments concerning settlement discussions. (Docket No. 12 at 6-7). The motion has been fully briefed by the parties and it is now ripe for decision.
In considering a Rule 12(b)(6) motion to dismiss, the factual allegations contained in the complaint must be accepted as true and must be construed in the light most favorable to the plaintiff, and the court must “‘determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief.'” Phillips v. Cnty. of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008) (quoting Pinker v. Roche Holdings Ltd., 292 F.3d 361, 374 n.7 (3d Cir. 2002)); see Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 563 n.8 (2007). While Federal Rule of Civil Procedure 8(a)(2) requires only “a short and plain statement of the claim showing that the pleader is entitled to relief,” the complaint must “‘give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'” Phillips, 515 F.3d at 231 (quoting Twombly, 550 U.S. at 555 (internal citation and quotation marks omitted)). Moreover, while “this standard does not require ‘detailed factual allegations,'” Rule 8 “demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Id. (quoting Twombly, 550 U.S. at 555); Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 555).
To survive a motion to dismiss, “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). The Supreme Court has noted that 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.” Id. (citing Twombly, 550 U.S. at 556). The standard “‘does not impose a probability requirement at the pleading stage,' but instead ‘simply calls for enough facts to raise a reasonable expectation that discovery will reveal evidence of' the necessary element.” Phillips, 515 F.3d at 234 (quoting Twombly, 550 U.S. at 556). Moreover, the requirement that a court accept as true all factual allegations does not extend to legal conclusions; thus, a court is “‘not bound to accept as true a legal conclusion couched as a factual allegation.'” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 555 (internal citation and quotation marks omitted)).
Federal Rule of Civil Procedure 12(f) provides that “[t]he court may strike from a pleading . . . any redundant, immaterial, impertinent, or scandalous matter.” Fed.R.Civ.P. 12(f). “The purpose of a motion to strike is to clean up the pleadings, streamline litigation, and avoid unnecessary forays into immaterial matters.” Bessemer Sys. Fed. Credit Union v. Fiserv Solutions, LLC, 472 F.Supp.3d 142, 155 (W.D. Pa. 2020) (internal quotation marks and citations omitted). “A decision to grant or deny a motion to strike a pleading is vested in the trial court's discretion.” Id. (internal quotation marks and citations omitted). However, motions to strike “‘are not favored and usually will be denied unless the allegations have no possible relation to the controversy and may cause prejudice to one of the parties, or if the allegations confuse the issues in the case.'” Id. (quoting Hay v. Somerset Area Sch. Dist., Case No. 3:16-cv-229, 2017 WL 2829700, at *3 (W.D. Pa. June 29, 2017) (quoting Tennis v. Ford Motor Co., 730 F.Supp.2d 437, 443 (W.D. Pa. 2010))).
The choice of law rules of the forum state-here, Pennsylvania-apply to litigation before a federal court sitting in diversity. See Specialty Surfaces Int'l, Inc. v. Continental Cas. Co., 609 F.3d 223, 229 (3d Cir. 2010) (citing Klaxon v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941)). In that regard, Pennsylvania courts generally apply the state law that the parties have agreed upon. See DL Resources, Inc. v. FirstEnergy Solutions Corp., 506 F.3d 209, 216 (3d Cir. 2007) (). Accordingly, Ohio law will apply to Plaintiff's breach of contract claim at Count I of the Amended Complaint because the Agreement at issue contains a choice of law provision stating that “[t]his [A]greement shall in all respects be interpreted, enforced, and governed under the laws of the State of Ohio.” (Docket No. 10-1 at 6).
The University's motion does not concern Runaway's breach of contract claim at Count I, but instead seeks to dismiss Runaway's common law claims asserted at Counts II through IV. Runaway does not clearly state its position on whether Pennsylvania or Ohio law applies to these claims. For its part, the University contends that Ohio law applies to these claims because of the choice of law provision contained in their Agreement. However, the choice of law provision “‘do[es] not govern tort claims between contracting parties unless the fair import of the provision embraces all aspects of the legal relationship.'” Broederdorf v. Bacheler, 129 F.Supp.3d 182, 191 (E.D. Pa. 2015) (quoting Jiffy Lube Int'l, Inc. v. Jiffy Lube of Pa., Inc., 848 F.Supp. 569, 576 (E.D. Pa. 1994)). “[C]ourts analyze choice of law provisions to ‘determine, based [up]on their narrowness or breadth, whether the parties intended [for the agreement] to encompass all elements of their association.'” Grimm v. Citibank (S. Dakota), N.A., Civil Action No. 08-788, 2008 WL 4925631, at *4 (W.D. Pa. Nov. 14, 2008) (quoting Composiflex, Inc. v. Advanced Cardiovascular Sys., Inc., 795 F.Supp. 151, 157 (W.D. Pa. 1992)). For example, the court in Jiffy Lube found that the use of “this agreement” in the choice of law provision at issue demonstrated its restricted scope and its applicability only to the contract claims at issue. See 848 F.Supp. at 576.
Based on the foregoing principles, the Court finds that the Agreement between the parties is narrowly drawn because the language in its choice of law provision speaks only to “this agreement,” and not to all matters concerning the parties. Accordingly, the contractual choice of law provision does not apply to Runaway's non-contract claims at Counts II through IV of the Amended Complaint.
Where as here, a contractual choice of law provision does not apply to particular claims, the Court must separately analyze the remaining claims to determine the law that applies. See Berg Chilling Sys., Inc. v. Hull Corp., 435 F.3d 455, 462 (3d Cir. 2006) (“Because choice of law analysis is issue-specific, different...
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