OPINION ON MOTION TO DISMISS COUNT VI AGAINST DEFENDANT US CROSSINGS UNLIMITED, LLC
ECF No. 7
LISA PUPO LENIHAN, Magistrate Judge.
Currently pending before the Court is Defendant US Crossings
I. RELEVANT FACTS
Beginning on or about November 5, 2014, the parties entered into a series of verbal contracts regarding the provision of services by Plaintiff, Get-Er-Done Drilling, Inc., in the form of horizontal drilling and equipment rentals, to US Crossings on various jobs or projects in which US Crossings was under contract with a third party. (Am. Compl., ¶6,
Essentially, when US Crossings needed to have a bore drilled at one of its projects, it would contact Plaintiff regarding the scope of the job and the parties would verbally agree on the cost. Once Plaintiff completed its work, it submitted its invoice to US Crossings for the agreed cost. US Crossings allegedly made partial or no payment on the submitted invoices, thus necessitating in this litigation. See, generally, Am. Compl., Count I (Maryland Job), Count II (Rice Job), Count VIII (Caldwell Job), Count XI (Clarksburg Job), Count XIV (Jewett Job), and Count XIX (Moundsville Job), and supporting invoices (Exs. A through R attached to Am. Compl., ECF Nos. 3-1 to 3-18). In each of these counts, Plaintiff has brought claims for breach of contract against US Crossings based on the parties' verbal agreements. In addition, Plaintiff has brought, in the alternative, claims for unjust enrichment against US Crossings, in the event that the Court finds that the verbal agreements referred to in Counts II, VIII, XI, XIV, and XIX do not constitute binding contracts. See, generally, Counts III, IX, XII, XVI, and XVIII, & XX.
Following Plaintiff's direct work in the Rice Job (see Count II),
Alternatively, Plaintiff has also brought a claim for unjust enrichment against US Crossings, in the event the Court finds that a contract did not exist with regard to the Rice Rental. See, generally, Count VI, Am. Compl. In support of this claim, Plaintiff incorporates its previous allegations, and further alleges that it would be unjust to permit US Crossings to gain the benefit of the bargain without compensating Plaintiff for his agreed upon share. (Am. Compl., ¶¶ 46, 48.)
US Crossings has moved to dismiss the unjust enrichment claim brought against it in Count VI of the Amended Complaint with regard to the Rice Rental. Plaintiff has filed a response and brief in opposition. Thus, the motion is ripe for disposition.
II. LEGAL STANDARD
In deciding a motion to dismiss under Rule 12(b)(6), the Courts apply the following standard, as recently reiterated by the Court of Appeals:
Building upon the landmark Supreme Court decisions in Twombly and Iqbal, the Court of Appeals in Connelly reiterated the three-step process District Courts must undertake to determine the sufficiency of a complaint:
Id. at 787. At the motion to dismiss stage, "for purposes of pleading sufficiency, a complaint need not establish a prima facie case in order to survive a motion to dismiss[,]" but need allege "`enough facts to raise a reasonable expectation that discovery will reveal evidence of the necessary element[s].'"
Courts generally consider only the allegations of the complaint, attached exhibits, and matters of public record in deciding motions to dismiss. Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993) (citations omitted). Factual allegations within documents described or identified in the complaint may also be considered if the plaintiff's claims are based upon those documents. Id. A district court may consider these documents without converting a motion to dismiss into a motion for summary judgment. In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997).
US Crossings seeks to dismiss the unjust enrichment claim pled in Count VI of the Amended Complaint on the basis that Plaintiff has failed to allege in that count that US Crossings has been unjustly enriched at Plaintiff's expense. Rather, US Crossings posits that Plaintiff seeks to recover "the benefit of the bargain" and demands compensation for its "agreed upon share."
In response, Plaintiff argues that while the language of paragraph 48—that Defendants gained the benefit of the "bargain"—may be unclear in a vacuum, the allegations and intent of Count VI are clear when read as a whole. Specifically, Plaintiff submits that Count VI makes clear that the conferred benefit of the use of the equipment and services of its employees was unjustly utilized and retained through the ultimate work product without fair compensation to Plaintiff.
Pennsylvania law on unjust enrichment has been summarized as follows:
Assuming, as it must, that the factual allegations in the Amended Complaint are true, the Court finds that Plaintiff has stated a plausible unjust enrichment claim against US Crossings in Count VI. When the Court takes into consideration, as a whole, the allegations incorporated by reference, as well as the new allegations set forth in Count VI, all three elements have been sufficiently pled.
First, the allegations clearly show that Plaintiff conferred a benefit upon US Crossings—Plaintiff provided to US Crossings: (1) a 312 Caterpillar hoe for four months, (2) labor to clear a bore path for Clearpath Utilities, and (3) a crew of 2-3 employees for one month to assist US Crossings on the Rice Job. (Am. Compl., ¶¶ 40-42; Ex. G to Am. Compl.) As to the second element, it can reasonably be inferred that US Crossings was aware that Plaintiff performed these services, as they were provided pursuant to the alleged verbal agreement between Plaintiff and US Crossings, and Plaintiff submitted an invoice to US Crossings for these services at completion. (Id. at ¶¶ 40-41, 45; Ex. G to Am. Compl.)
Finally, the third element has been met because (1) Plaintiff alleges that it has not been compensated for its work (Am. Compl., ¶ 45); and (2) it can reasonable be inferred from the factual allegations that Plaintiff's performance of the agreed work allowed US Crossings to fulfill some or all of its contractual obligations to the project owner (Am. Compl., ¶¶ 22, 34).
Under these circumstances, it is plausible that US Crossings was unjustly enriched to the detriment of Plaintiff. Accordingly, the Court will deny the motion to dismiss the unjust enrichment claim set forth in Count VI.
For the reasons set forth above, the Court will deny Defendant US Crossings Unlimited, LLC's Motion to Dismiss (
A separate order will follow.