The opinion of the court was delivered by: Sheridan, U.S.D.J.
This matter comes before the Court on two motions: (1) Plaintiff Diamond Life Lighting MFG (HK) LTD.'s ("Plaintiff") motion to dismiss Defendants Picasso Lighting, Inc., et al.'s ("Defendants") amended counterclaims and to strike one of Defendants' affirmative defenses ("Plaintiff's Motion"); and (2) Defendants' cross motion for leave to file a second amended answer and counterclaim ("Defendants' Cross-Motion"). On January 12, 2010, Plaintiff filed a complaint against Defendants ("Plaintiff's Complaint"). On April 1, 2010, Defendants filed an amended answer and counterclaim ("Defendants' Amended Answer and Counterclaim") in which Defendants alleged seven causes of action: (1) breach of contract; (2) fraud; (3) violation of the New Jersey Consumer Fraud Act ("NJCFA"); (4) breach of the implied covenant of good faith and fair dealing; (5) negligence; (6) unjust enrichment; and (7) conversion*fn1
For the reasons set forth below, this Court partially grants Plaintiff's Motion, and denies Defendants' Cross-Motion.
I. Statement of the Facts
Plaintiff is a manufacturer of lighting products and fixtures. Defendants sell lighting products and fixtures as wholesalers and to the general public. Defendants ordered a line of products from Plaintiff. According to Defendants, in 2006, Plaintiff breached their agreements by delivering Defendants' orders "on a tardy basis . . . ." In addition, Defendants contend that Plaintiff also delivered orders that were not manufactured as Defendants specified and/or used materials of a lesser quality, and/or took actions that were otherwise in breach of the agreements between Plaintiff and Defendants. Defendants contend that Plaintiff's actions damaged Defendants.
Defendants additionally contend that Plaintiff defrauded Defendants by delivering inadequate lighting fixtures to Defendants. Defendants assert that in 2004, Defendants ordered solid brass lighting fixtures from Plaintiff. Despite this specific order, however, Defendants maintain that in April of 2007, Defendants learned that the lighting fixtures that Plaintiff had been shipping to Defendants for the past three years were not solid brass, but rather were made of steel.
Similarly, Defendants also allege that Plaintiff shipped fixtures to Defendants that were not made of the 24 karat gold filling as had been ordered, but, on the contrary, were made using vacuum gold. According to Defendants, Plaintiff had represented to Defendants that Plaintiff used 24 karat gold in manufacturing these orders. Defendants contend that these alleged misrepresentations damaged Defendants.
Standard on a Motion to Dismiss
When evaluating a motion to dismiss for failure to state a claim, the court is required to accept as true all allegations in the pleading and all reasonable inferences that can be drawn therefrom, and to view such allegations and inferences in the light most favorable to the non-moving party. See, e.g., Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949-50 (2009); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1384 (3d Cir. 1994). A cause of action should be dismissed only if the alleged facts, taken as true, fail to state a claim. See Iqbal, 129 S. Ct. at 1950.
While a court will accept well-pled allegations as true for the purposes of the motion to dismiss for failure to state a claim, a court will not accept bald assertions, unsupported conclusions, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegations. See Iqbal, 129 S. Ct. at 1949; Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir.1997). On the contrary, "[t]he pleader is required to 'set forth sufficient information to outline the elements of [its] claim or to permit inferences to be drawn that these elements exist'." Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993) (citation omitted).
Defendants' First Cause of Action for Breach of Contract Is Not Dismissed.
A breach of contract arises where: (1) a contract exists between the parties; (2) a party breaches the contract; (3) damages flow from the breach of the contract; and (4) the party alleging the breach of the contract satisfactorily performs its own obligations under the contract. ...