Whitman Requardt & Assocs. v. Argo Sys., Civil Action ADC-21 -2107

CourtUnited States District Courts. 4th Circuit. United States District Court (Maryland)
Decision Date21 December 2021
Docket NumberCivil Action ADC-21 -2107
PartiesWHITMAN, REQUARDT & ASSOCIATES, LLP, et al. Plaintiffs, v. ARGO SYSTEMS, LLC, et al. Defendants.


Civil Action No. ADC-21 -2107

United States District Court, D. Maryland

December 21, 2021



Defendants ARGO Systems, LLC ("ARGO") and the Hanover Insurance Company ("HIC") (collectively, "Defendants") move this Court to dismiss Plaintiffs' Whitman, Requardt & Associates, LLP ("WRA") and the United States of America for the use of WRA (collectively, "Plaintiffs") Complaint or, in the alternative, to stay the action pending resolution of the State Court Action ("the Motion"). ECF No. 15. Plaintiffs responded in opposition (ECF No. 16), and Defendants replied (ECF No. 17). After considering the Motion and responses thereto, the Court finds that no hearing is necessary. Loc.R. 105.6 (D.Md. 2021). For the reasons stated herein the Defendants' motion is DENIED.

Factual and Procedural Background

This action arises from a master Indefinite Delivery Indefinite Quantity Subcontract Agreement that WRA entered into with ARGO on December 2, 2014 based on an Indefinite Delivery Indefinite Quantity Agreement between ARGO and the Baltimore District of the United States Army Corps of Engineers. ECF No. 1 ¶¶ 8-9. ARGO was awarded the New VCP-1 Facilities in Fort Meade, Maryland Project on May 23, 2016. Id. ¶ 11. On June 17, 2016, ARGO secured a


performance bond from HIC with a liability limit of $19, 955, 407.92 through which HIC bound itself to the United States Government. Id. ¶¶ 12-13. On July 13, 2017, ARGO and WRA entered into a Task Order for WRA to provide architectural and engineering designs for the Project for a total of $1, 587, 139.84. Id. ¶¶ 14-15. ARGO was to pay WRA "within 10 business days of payment from the [Government]." Id. ¶ 18: In April 2018, WRA began performing services according to the Task Order, but ARGO eventually stopped making payments for services that had been performed and invoiced. Id. J(16, 19. ARGO failed to pay WRA a total of $472, 747.15 due for services performed under the agreement. Id. ¶ 20.

On April 20, 2021, ARGO then brought action in the Circuit Court of Anne Arundel County alleging breach of contract and professional negligence against WRA (the "State Court Action").[1] ECF No. 16 at 2; ECF No. 15 at 1. There is a pending motion to dismiss in the State Court Action, and discovery has not yet taken place. ECF No. 16 at 2, 9. On August 18, 2021, Plaintiffs brought the present action in this Court (the "Federal Court Action") alleging Breach of Performance Bond against ARGO and HIC (Count I); Breach of Contract against ARGO (Count II); and, as an alternative, Unjust Enrichment/Quantum Meruit against ARGO (Count III).[2] ECF No. 1. Plaintiffs' action related to the payment bond is brought pursuant to the Miller Act which vests exclusive jurisdiction with the United States District Courts. See 40 U.S.C. § 3133. On November 9, 2021, Defendants filed a Motion to Dismiss or, in the alternative, Motion to Stay pending resolution of the State Court Action. ECF No. 15.



A. Standard of Review

The purpose of a Rule 12(b)(6) motion is to test the sufficiency of a complaint, not to "resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses." King v. Rubenstein, 825 F.3d 206, 214 (4th Cir. 2016) (quoting Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999)). A complaint must contain "sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting BellAtl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Facial plausibility exists when Plaintiff "pleads factual content that allows the court to draw the reasonable inference that [Defendant] is liable for the misconduct alleged." Id. An inference of a "mere possibility of misconduct" is not sufficient to support a plausible claim. Id. at 679. As stated in Twombly, "[f]actual allegations must be enough to raise a right to relief above the speculative level." 550 U.S. at 555. When considering a motion to dismiss a court must accept as true all factual allegations in the complaint, but not legal conclusions couched as factual allegations. Id. (citations omitted). If the Court determines that abstention is proper, the proper course is to stay the action, because the Court "generally may not subject [an action seeking damages] to 'outright dismissal or remand.'" Myles Lumber Co. v. CNA Fin. Corp., 233 F.3d 821, 823 (4th Cir. 2000) (quoting Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 721 (1996)). See AccohannockIndian Tribe, et al. v. Tyler et al, No. CV SAG-21-02550, 2021 WL 5909102, at *11 (D.Md. Dec. 14, 2021) (explaining the same).

B. Defendants' Motion

Defendants seek dismissal of Plaintiffs' Complaint, or in the alternative, for the Court to stay the Federal Court Action pending resolution of the State Court Action. Defendants contend


that abstention is proper here because (1) a duplicative proceeding exists at the state court level, and (2) all balancing factors weigh in favor of abstention. ECF No. 15 at 3-6-. Plaintiffs' action seeks damages, so the question before the Court is whether to stay the proceeding under the doctrine of abstention. See Myles Lumber Co., 233 F.3d at 823.

"A district court has a duty to adjudicate a controversy properly before it." New Beckley Min. Corp. v. Int'l Union, United Mine Workers of Am., 946 F.2d 1072, 1073 (4th Cir. 1991). However, under exceptional circumstances, the Court may abstain from exercising federal jurisdiction "for reasons of wise judicial administration." See Colorado River Water Conservation District v. United States, 424 U.S. 800, 818. "Abstention from the exercise of federal jurisdiction is the exception, not the rule." Id. at 813. As such, the Court's task "is not to find some substantial reason for the exercise of federal jurisdiction," but rather "to ascertain whether there exist exceptional circumstances, the clearest of justifications, that can suffice under Colorado River to justify the surrender of that jurisdiction." vonRosenberg v. Lawrence, 849 F.3d 163, 167 (4th Cir. 2017) (emphasis in original) (quoting Moses H. Cone Mem 7 Hosp. v. Mercury Constr. Corp., 460460 U.S. 1, 25-26 (citations omitted)). See Colorado River, 424 U.S. at 813 ("Abstention from the exercise of federal jurisdiction is the exception, not the rule.").

The abstention inquiry starts with a "threshold question" of whether the State and Federal Court Actions are parallel. U.S. Equal Emp. Opportunity Comm'n v. Phase 2 Invs. Inc., 333 F.Supp.3d 505, 514 (D.Md. 2018) (quoting Barcoding, Inc. v. Genet, Civ. No. JKB-11-2026, 2011 WL 4632575, at *3 (D.Md. Sept. 30, 2011)). Then, if the actions are parallel, the Court must determine whether "exceptional circumstances" exist to warrant abstention. Gannett Co. v. Clark Const. Grp., Inc., 286 F.3d 737, 741 (4th Cir. 2002). Several factors are relevant to determine whether such exceptional circumstances are present, specifically:

(1) whether the subject matter of the litigation involves property where the first court may assume in rem jurisdiction to the exclusion of others; (2) whether the federal forum is an inconvenient one; (3) the desirability of avoiding piecemeal litigation; (4) the relevant order in which the courts obtained jurisdiction and the progress achieved in each action; (5) whether state law or federal law provides the rule of decision on the merits; and (6) the adequacy of the state proceeding to protect the parties'

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