MEMORANDUM OPINION AND ORDER DENYING DEFENDANT'S MOTION TO DISMISS COMPLAINT
FREDERICK P. STAMP, Jr., District Judge.
On February 27, 2017, defendant Terrance Loveland ("Loveland"), by counsel, filed a motion to dismiss the complaint in the above-styled civil action. ECF No. 4. The above-styled civil action was filed subsequent to a related civil action also pending before this Court. The first civil action,
Tobia then filed a third-party complaint against Loveland, the chief executive officer and president of B and B. The third-party complaint alleged that Loveland fraudulently induced Tobia to work for B and B by leading him to believe an employment contract had been executed. Loveland then filed a motion to dismiss Tobia's third-party complaint. After oral argument on the motion to dismiss the third-party complaint, Tobia determined that his claim against Loveland was not derivative under Federal Rule of Civil Procedure 14 and chose to proceed with an independent claim against Loveland. Thus, the Court granted the motion to dismiss the thirdparty complaint, and Tobia filed this second civil action,
In Loveland's present motion to dismiss the complaint in this second civil action, Loveland argues that (1) Tobia fails to allege any facts that support a legally cognizable claim against the defendant and (2) the prior pending action doctrine compels that this action be dismissed.
First, Loveland argues that the alleged facts do not support a legally cognizable claim against him because a member of a Limited Liability Company ("LLC") is generally not liable for alleged wrongful conduct made in the course and scope of employment. Loveland claims that Tobia's allegations against him are identical to Tobia's assertions against B and B in his counterclaim in the first civil action. Thus, Loveland claims that, because he was acting as a member of B and B, there are no facts giving rise to personal liability against him. Loveland then asserts that Tobia's complaint fails to allege any facts in support of piercing B and B's corporate veil.
Second, Loveland argues that the prior pending action doctrine compels dismissal of this civil action because this civil action is duplicative of the claim already raised by Tobia in the first civil action. Loveland asserts that the civil actions are duplicative because the controlling issue in both is whether Tobia was fraudulently induced by Loveland into believing a contract for employment had been finalized. Loveland further claims that the two civil actions arise from the same transaction or occurrence and involve exactly the same subject matter. Thus, Loveland asserts that, because this civil action was the later-filed suit, it should be dismissed under the prior pending action doctrine.
On March 13, 2017, Tobia, by counsel, filed a response to the motion. ECF No. 6. In his response, Tobia argues that the complaint ascribes specific, wrongful conduct to Loveland and does not allege that Loveland is liable solely because he is a member of the LLC. Additionally, Tobia asserts that the prior pending action doctrine does not support the dismissal of this civil action because the first civil action does not include a claim against Loveland and Loveland cannot be joined in the first civil action. Thus, Tobia claims that this second civil action cannot be dismissed because it involves different parties and a resolution of the contract dispute in the first-filed case is not determinative of Tobia's fraudulent inducement claim against Loveland. Lastly, Tobia represents that he has not stated a separate claim to pierce B and B's corporate veil but rather a distinct claim against a member of the LLC for that member's individual conduct. Loveland did not file a reply to Tobia's response to the motion.
In assessing a motion to dismiss for failure to state a claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure, a court must accept all well-pled facts contained in the complaint as true.
It has often been said that the purpose of a motion under Rule 12(b)(6) is to test the formal sufficiency of the statement of the claim for relief; it is not a procedure for resolving a contest about the facts or the merits of the case. 5B Charles Alan Wright & Arthur R. Miller,
A complaint should be dismissed "if it does not allege `enough facts to state a claim to relief that is plausible on is face.'"
This Court has construed the complaint in the light most favorable to Tobia for the purposes of this motion to dismiss. In doing so, this Court finds that the complaint makes sufficient factual allegations against Loveland in his individual capacity to survive the Rule 12(b)(6) motion to dismiss. The fraudulent inducement claim is legally cognizable against Loveland individually regardless of the fact that there is a separate pending action against B and B. "By proscribing liability on the
The Court also finds that the prior pending action doctrine does not compel dismissal of the present civil action. "Under the prior-pending-action doctrine, `the pendency of a prior action, in a court of competent jurisdiction, between the same parties, predicated upon the same cause of action and growing out of the same transaction, and in which identical relief is sought, constitutes good ground for abatement of the later suit.'"
Furthermore, this Court finds that it would be premature to consider the issue of piercing the corporate veil at this point. Proving that it is proper to pierce the corporate veil requires discovery, and courts have found that it is premature to decide the issue even on a motion for summary judgment.
For the reasons set forth above, the defendant's motion to dismiss the complaint (ECF No. 4) is DENIED.
IT IS SO ORDERED.
The Clerk is DIRECTED to transmit a copy of this memorandum opinion and order to counsel of record herein.