Truland Serv. Corp. v. Mcbride Electric Inc

• Decision Date: 27 April 2011
• Docket Number: Civil Action No.: ELH-10-03445
• Parties: TRULAND SERVICE CORPORATION, Plaintiff, v. McBRIDE ELECTRIC, INC., et al., Defendants.
• Court: U.S. District Court — District of Maryland

TRULAND SERVICE CORPORATION, Plaintiff,

v.McBRIDE ELECTRIC, INC., et al., Defendants.

Civil Action No.: ELH-10-03445

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

Date: April 27, 2011

MEMORANDUM OPINION

In December 2010, Plaintiff, Truland Service Corporation ("Truland"), brought suit against Home Depot USA, Inc. ("Home Depot"), McBride Electric, Inc. ("McBride"), and Scott V. Palka, defendants, seeking to recover $254,474.00 for labor and materials.¹ Of relevance here, Truland alleges that it had "a general services arrangement" with McBride, by which Truland furnished electrical labor and materials to Home Depot, at five stores located in Maryland, for which Truland has not been paid. Compl. ¶¶ 88, 89.

In Counts I through V of its Complaint (ECF 1), Truland sued McBride for breach of contract. In Count VI, Truland seeks to recover from McBride under the theory of quantum meruit. Similarly, in Count VIII Truland asserts a claim against Home Depot based on quantum meruit. In addition, Truland has set forth two counts of unjust enrichment one against McBride (Count VII) and the other against Home Depot (Count IX). Truland also avers that Palka, the former Chief Financial Officer of McBride, violated the Maryland Trust Fund Statute, Md. Code (2010 Repl. Vol.), § 9-201, et seq. of the Real Property Article ("R.P.") (Count X). Compl. ¶110. Notably, Truland does not allege contractual privity with Home Depot.Moreover, the Complaint is silent as to whether Home Depot fully paid McBride for the work performed by Truland.

In response to the suit, Home Depot filed a "Motion to Dismiss Plaintiff's Complaint, or, in the Alternative, for Summary Judgment" ("Motion," ECF 13), supported by a memorandum ("Memorandum," ECF 13-1). Truland opposes the Motion. See "Plaintiff Truland Service Corporation's Opposition to Defendant Home Depot U.S.A., Inc.'s Motion to Dismiss or, in the Alternative, Motion for Summary Judgment" ("Opposition," ECF 19).² The matter has been fully briefed and no hearing is necessary. See Local Rule 105.6 (D.Md. 2010). For the reasons that follow, the court shall grant Home Depot's motion to dismiss Count VIII and Count IX.

FACTUAL BACKGROUND³

In October 2009, McBride and Truland entered a "general services arrangement," by which Truland provided electrical labor and materials at designated Home Depot stores, as directed by McBride. Id. ¶ 9.⁴ At two stores, one in Annapolis, Maryland and one in Baltimore, Maryland, Truland furnished "certain electrical installation and repair work ("Computer Room Projects").⁵ Id. ¶ 10. "Per McBride's direction," Truland also "furnished the necessary laborand materials to install new power generators" at three Home Depot stores, in Bel Air, Capitol Heights, and Oxon Hill, Maryland, respectively ("Generator Projects").⁶ Id. ¶ 12. Truland avers that Home Depot was "aware" of Truland's work and "fully accepted the labor and materials" furnished by Truland. Id. ¶¶14, 49, 50, 59, 60. Nevertheless, it claims that neither McBride nor Home Depot paid Truland for the labor and materials it provided, valued by Truland at $254,474.00. Id. ¶¶ 15, 87, 88.

STANDARD OF REVIEW

Home Depot has moved to dismiss the Complaint, pursuant to Fed. R. Civ. P. 12(b)(6), alleging that it fails to state a claim. Such a motion tests the sufficiency of the Complaint. See Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999).

Under Fed. R. Civ. P. 8(a)(2), a complaint must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." See Swierkiewicz v. Sorema N.A., 534 U.S. 506, 513 (2002). The purpose of the rule is to provide the defendant with "fair notice" of the claim. Erickson v. Pardus, 551 U.S. 89, 93 (2007); see also Coleman v. Md. Ct. of Apps., 626 F.3d 187, 190 (4th Cir. 2010) (a complaint "need only give the defendant fair notice of what the claim is and the grounds upon which it rests") (internal quotation marks omitted). To that end, Rule 8(a)(2) "requires a 'showing, ' rather than a blanket assertion, of entitlement to relief." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 n.3 (2007). The showing must consist of more than "naked assertion[s] devoid of further factual enhancement." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (internal citations omitted). Thus, "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. at 1940; seeTwombly, 550 U.S. at 555 (the "plaintiffs obligation to provide the 'grounds' of his 'entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do").

Dismissal of a lawsuit is mandated if the complaint does not allege "enough facts to state a claim to relief that is plausible on its face." Twombly, 550 U.S. at 570; see E.I. Du Pont de Nemours and Co. v. Kolon Industries, Inc., __ F.3d _, No. 10-1103, 2011 WL 834658, at *2 (4th Cir. Mar. 11, 2011); Simmons v. United Mort. and Loan Inv., LLC, 634 F.3d 754, 768 (4th Cir. 2011); Andrew v. Clark, 561 F.3d 261, 266 (4th Cir. 2009). The Supreme Court said in Iqbal, 129 S.Ct. at 1949: "A claim has facial plausibility when the pleaded factual content allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." See also Twombly, 550 U.S. at 556.

In "determining whether a complaint states a plausible claim for relief... the reviewing court [must also] draw on its judicial experience and common sense." Iqbal, 129 S.Ct. at 1950. Moreover, the court must "draw all reasonable inferences in favor of the plaintiff." Nemet Chevrolet, Ltd. v. Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir. 2009). However, "'the court need not accept the legal conclusions drawn from the facts, and need not accept as true unwarranted inferences, unreasonable conclusions, or arguments.'" Simmons, 634 F.3d at 768 (quoting Monroe v. City of Charlottesville, Va., 579 F.3d 380, 385-86 (4th Cir. 2009)) (quotation marks and alteration marks omitted in Simmons). Notably, "[t]he issue is not whether the plaintiff will ultimately prevail, but whether the plaintiff is entitled to offer evidence to support his or her claims." Scheuer v. Rhodes, 416 U.S. 232, 236 (1974), overruled on other grounds, 468 U.S. 183 (1984).

In the alternative, Home Depot requests summary judgment, pursuant to Rule 56 of the Federal Rules of Civil Procedure. Under F. R. Civ. P. 56(c), summary judgment is properly granted only "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." The moving party must demonstrate through the "pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any," that a reasonable jury would be unable to reach a verdict for the non-moving party. Celotex Corp. v. Catrett, 477 U.S. 317 (1986). When this burden is met, the non-moving party then bears the burden of demonstrating that there are disputes of material fact and that the matter should proceed to trial. Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986).

As noted, no discovery has yet been conducted. However, Home Depot has submitted three affidavits from its employees to support its claim that it fully paid McBride for Truland's labor and material.

If the court considers matters outside of the pleading on a Rule 12(b)(6) motion, it must treat the motion as one for summary judgment and provide all parties a "reasonable opportunity to present all material made pertinent to such a motion." Fed.R.Civ.P. 12(b). "When a party is aware that material outside the pleadings is before the court, the party is on notice that a Rule 12(b)(6) motion may be treated as a motion for summary judgment." Gay v. Wall, 761 F.2d 175, 177 (4th Cir.1985).[]

Paulone v. City of Frederick, 718 F.Supp.2d 626, 632-33 (D.Md. 2010).

As discussed, infra, I need not consider matters outside the pleadings to resolve the motion to dismiss. Therefore, the standard governing Rule 12(b)(6) motions applies here.

DISCUSSION

It is undisputed that Truland did not furnish labor and materials to Home Depot pursuant to a contract with Home Depot. Rather, Truland supplied labor and materials to Home Depot, pursuant to a "general services arrangement" with McBride. Nevertheless, claiming that it has not been paid, Truland contends that it is entitled to recover $254,474.00 from Home Depot, based on claims of quantum meruit and unjust enrichment. Plaintiff asserts: "Home Depot was aware of the labor and materials being furnished by Truland, and has significantly benefited by and through the labor and materials furnished by Truland."⁷ Compl. ¶¶ 90, 99. Truland adds: "Although acknowledging and directly benefiting from the labor and materials provided by Truland, Home Depot has wrongfully failed and refused to pay for all labor and materials that were furnished by Truland." Id. ¶¶92, 101.

In its Motion, Home Depot maintains that Truland was hired as a subcontractor by McBride, the general contractor, and did not have a contractual relationship with Home Depot.⁸ Therefore, it insists that dismissal of the Complaint is warranted. Id. at 10. Home Depot posits that plaintiff's recourse was by way of a mechanic's lien action under Maryland law," Memorandum 1, and that Truland's claims of unjust enrichment and quantum meruit "are nothing more than a thinly-veiled attempt to rectify its failure to avail itself of the proper course of action." Memorandum 9. It asserts: "Maryland courts have consistently rejected attempts by subcontractors, such as Plaintiff, to cure this failure by bringing quasi-contractual claims against property owners such as Home Depot." Memorandum 1-2.

In any event, Home Depot contends that it has paid the full amount that it owed to McBride "under the prime contract," id. at 9, which included the sum due to Truland, and...