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Loceria Colombiana, S.A v. the Zrike Company

February 22, 2011


The opinion of the court was delivered by: Debevoise, Senior District Judge



This case arises out of a business dispute between Plaintiff, Loceria Colombiana ("Loceria"), and Defendant, The Zrike Company ("Zrike"), regarding 14 unpaid invoices. Presently before the court are Plaintiff's Motion to Dismiss Defendant's Counterclaim and Defendant's Motion to Amend its Counterclaim.

For the reasons set forth below, Plaintiff's Motion is GRANTED. Defendant's Motion is DENIED. Defendant's Counterclaim is DISMISSED.


The basic facts of this case are relatively straightforward. Plaintiff Loceria is a Colombian company that manufactures dinnerware and flatware. (Complaint ¶¶ 1,5). Zrike is a New Jersey corporation that has purchased items manufactured by Loceria over the course of many years. Id. at ¶¶ 2,7. Zrike resells these products to its customers in the United States.

By 2008, the parties had developed a relatively uniform way of entering into transactions. When Zrike wished to purchase products from Loceria, it submitted purchase orders to Loceria specifying the items that it wished to buy. Id. at ¶ 8. Loceria then manufactured and shipped the requested products to Zrike. Id. at ¶ 9. After shipping, Loceria invoiced Zrike for the price of the purchases. Id. This relationship operated smoothly until June 2008, when Loceria contends that Zrike stopped paying its invoices. Id. at ¶ 11. In support of its allegations, Loceria's Complaint attaches fourteen invoices, dated between May 8, 2008 and December 3, 2008, which Loceria claims that Zrike has not paid. (Complaint Ex. B).

After unsuccessful attempts to resolve the dispute (Complaint Ex. C), Plaintiff Loceria commenced this action on October 15, 2010, seeking damages under breach of contract, book account, account stated, unjust enrichment and breach of the implied covenant of good faith and fair dealing causes of action. (Doc. No. 1). On November 30, 2010, Defendant Zrike filed an Answer asserting counterclaims and affirmative defenses. (Doc. No. 7). For its counterclaim, Defendant included no statement of facts, parties, jurisdiction, or venue, and instead pled only the bare elements of claims for violation of the covenant of good faith and fair dealing, negligence, tortious interference, breach of contract, and unjust enrichment. (Doc. No. 7).

Plaintiff asks this Court to dismiss the counterclaims, arguing that "[t]he conclusory and threadbare allegations contained in these causes of action give Loceria no indication of the alleged misconduct and are inadequate to substantiate a claim under Bell Atl. Corp. v. Twombly, 127 S. Ct. 1955 (2007)." (Pl. Br. 2). In response, Defendant claims that it has set forth "ample facts" in its Answer and has supplemented those facts with a Certification submitted in connection with its opposition papers. (Def. Br. 2). Defendant also requests that it be given leave to amend its counterclaim pursuant to Fed. R. Civ. P. 15(a)(1). Id.


A. Standard of Review

Federal Rule of Civil Procedure 12(b)(6) permits a court to dismiss a pleading for failure to state a claim upon which relief can be granted. When considering a motion under Rule 12(b)(6), the court must accept the factual allegations in the pleading as true and draw all reasonable inferences in favor of the non-moving party. Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997). The court's inquiry "is not whether plaintiffs will ultimately prevail in a trial on the merits, but whether they should be afforded an opportunity to offer evidence in support of their claims." In re Rockefeller Ctr. Prop., Inc., 311 F.3d 198, 215 (3d Cir. 2002).

The Supreme Court recently clarified the standard for a motion to dismiss under Rule 12(b)(6) in two cases: Ashcroft v. Iqbal, 129 S. Ct. 1937 (2009), and Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007). The decisions in those cases abrogated the rule established in Conley v. Gibson, 355 U.S. 41, 45-46 (1957), that "a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim, which would entitle him to relief." In contrast, the Court in Twombly held that "[f]actual allegations must be enough to raise a right to relief above the speculative level." 550 U.S. at 545. The assertions in the complaint must be enough to "state a claim to relief that is plausible on its face," id. at 570, meaning that the facts alleged "allow[] the court to draw the reasonable inference that the defendant is liable for the conduct alleged." Iqbal, 129 S. Ct. at 1949; see also, Phillips v. County of Allegheny, 515 F.3d 224, 234-35 (3d Cir. 2008) (in order to survive a motion to dismiss, the factual allegations in a complaint must "raise a reasonable expectation that discovery will reveal evidence of the necessary element," thereby justifying the advancement of "the case beyond the pleadings to the next stage of litigation.").

When assessing the sufficiency of a pleading, the court must distinguish factual contentions -- which allege behavior on the part of the defendant that, if true, would satisfy one or more elements of the claim asserted -- from "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements." Iqbal, 129 S. Ct. at 1949. Although for the purposes of a motion to dismiss the court must assume the veracity of the facts asserted in the pleading, it is "not bound to accept as true a legal conclusion couched as a factual allegation." Id. at 1950. Thus, "a court considering a ...

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