The opinion of the court was delivered by: KATHARINE HAYDEN, District Judge
[EDITOR'S NOTE: This case is unpublished as indicated by the issuing court.] OPINION
Plaintiffs Dana Transport, Inc., Dana Container, Inc.,
International Equipment Logistics, Inc. and Suttles Truck
Leasing, LLC (collectively "plaintiffs") filed suit against
Ableco Finance, LLC ("defendant") seeking compensatory and
punitive damages for alleged breach of contract, breach of the
implied covenant of good faith and fair dealing, and tortious
interference with economic opportunities. Before the Court is
defendant's motion to dismiss the complaint under Rule 12(b)(6)
for failure to state a claim upon which relief may be granted.
For the reasons that follow, defendant's motion is granted in
part and denied in part.
All the facts are taken from the complaint and they will be
deemed true for purposes of this Rule 12(b)(6) motion.
Plaintiffs' claims stem from a commercial loan involving a
multi-million dollar financing transaction. Plaintiffs are general commodity and contract
carriers, specializing in the transportation of bulk liquid
materials. (Amended Compl. ¶ 1.) Defendant provides large
asset-based loans. (Id. ¶ 2.) In March 2003, the parties began
negotiations and defendant was made aware of plaintiffs'
organization structure, including the fact that plaintiffs did
not have a chief financial officer or a sophisticated financial
reporting systems. (Id. ¶¶ 6, 7.)
In May 2003, plaintiffs accepted a proposal from defendant for
$60,000,000 in financing (the "Proposal"). (Id. ¶ 7.)
Plaintiffs gave defendant $125,000 as a deposit from which
defendant could pay for various costs associated with due
diligence. (Id. ¶ 9; Exh. 1.) The Proposal provided that
defendant would undertake good faith efforts to determine whether
certain funding conditions had been reasonably satisfied. If they
were, defendant would fund the loan in exchange for additional
consideration to be furnished by plaintiffs. (Id. ¶ 8; Exh. 1.)
The Proposal would expire if the financing proposal was not
consummated within 90 days of the execution of the Proposal.
In June 2003, "the parties determined that the first part of
the financing package to close would be for $15,000,000 for a
one-year loan," with closing scheduled at the end of July 2003.
(Id. ¶ 11; Exh. 2.) Plaintiffs assert that "[t]he change in
scope of the initial financing had the effect of modifying
certain aspects of the parties' earlier agreement insofar as it
pertained to the first $15,000,000 to be funded," but "did not
give defendant any reason to avoid its obligations to
plaintiffs." (Pl. Oppos. Br. at 1.)
Thereafter, in addition to performing due diligence for the May
Proposal, the parties engaged in substantial efforts to close the
$15,000,000 loan and plaintiffs gave defendant UCC-1 liens.
(Id. ¶ 12; Exh. 2; Exh. 3.) Closing documents were prepared,
including a financing statement setting forth that plaintiffs would be required to
comply with certain management and financial reporting
requirements after the closing of the $15,000,000 loan. (Id.
¶¶ 12, 13, 16, 18) (emphasis in complaint).
According to plaintiffs, they sufficiently satisfied the
various conditions for funding so that before the end of July
2003, or shortly thereafter, defendant was required to fund the
initial $15,000,000. (Id. ¶ 14.)
The complaint alleges that even though the conditions for
funding had been reasonably satisfied, and defendant knew of the
importance to plaintiffs of closing the $15,000,000 loan on or
about July 31, 2003, and defendant was obligated to act in good
faith, on or about July 29, 2003, defendant abruptly advised
plaintiffs that it would not fund the loan. (Id. ¶ 15.)
Defendant justified its action because plaintiffs did not have,
in place, pre-closing, a chief financial officer and certain
reporting systems. (Id. ¶ 16.) According to plaintiffs,
defendant could not have believed these reasons to be valid
because defendant knew of plaintiffs' financial management system
at the time the parties entered into the agreement and never
demanded that plaintiffs' system be changed prior to closing.
(Id. ¶ 16.)
On May 10, 2004, plaintiffs filed a complaint against defendant
in New Jersey Superior Court seeking compensatory and punitive
damages. On June 14, 2004, defendant removed the case to federal
court based on diversity jurisdiction.
A Rule 12(b)(6) motion may be granted "only if accepting all
well-pleaded allegations in the complaint as true, and viewing
them in the light most favorable to plaintiff, plaintiff is not entitled to relief." Doug Grant, Inc. v. Greate Bay Casino
Corp., 232 F.3d 173, 183 (3d Cir. 2000) (citing Maio v. Aetna,
Inc., 221 F.3d 472, 481 (3d Cir. 2000)). A court is required to
accept as true all factual allegations in the complaint but need
not accept "unsupported conclusions and unwarranted inferences."
City of Pittsburgh v. West Penn Power Co., 147 F.3d 256, 263 n.
13 (3d Cir. 1998) (citing Schuylkill Energy Res., Inc. v.
Pennsylvania Power & Light Co., 113 F.3d 405, 417 (3d Cir.
1997)). Accordingly, grounds for dismissal are ...