United States District Court, D. New Jersey
L. COOPER United States District Judge
Hatteras Press, Inc. (“Hatteras”) is a commercial
printing company that entered into a License Agreement with
Defendant Avanti Computer Systems Limited
(“Avanti”) to use Avanti's
“Slingshot” software platform. Hatteras alleges
that the Slingshot software platform has not functioned
properly and has sued Avanti for damages under several
theories of liability. Avanti has now moved to dismiss Count
Two (violations of the New Jersey and Delaware Consumer Fraud
Acts), Count Four (breach of the implied covenant of good
faith and fair dealing), and Count Six (unjust enrichment) of
the Amended Complaint under Rule 12(b)(6) of the Federal
Rules of Civil Procedure (FRCP). (Dkt. 15.) For the reasons
below, we will grant in part and deny in part Avanti's
motion. We resolve this motion without oral argument.
See L.Civ.R. 78.1(b).
is a commercial printing company that entered into a License
Agreement with Avanti in August 2014 to use Avanti's
proprietary “Slingshot” software platform. (Dkt.
14 at 2-3.) The Slingshot software platform is designed to
assist commercial printers with various aspects of their
businesses. (Id. at 3-4.) Hatteras alleges that
Avanti made numerous false representations about the
capabilities of the platform and further alleges that the
Slingshot software platform has proven to be “worthless
and useless.” (Id. at 3-7.) Seeking
compensation for its alleged damages, Hatteras sued Avanti
under a number of legal theories, and specifically: (1)
common law fraud, fraud in the inducement, and fraudulent
nondisclosure; (2) violations of the New Jersey and Delaware
Consumer Fraud Acts; (3) breach of contract; (4) breach of
the implied covenant of good faith and fair dealing; (5)
breach of warranty; and (6) unjust enrichment. (Id.
has moved to dismiss three counts of Hatteras' Amended
Complaint. First, Avanti argues that Hatteras cannot recover
under the New Jersey Consumer Fraud Act or Delaware Consumer
Fraud Act because those statutes are inapplicable to the
parties' transaction. (Dkt. 15-3 at 11-15.) Second,
Avanti argues that Hatteras cannot recover under the implied
covenant of good faith and fair dealing because the
parties' dispute is covered by the express terms of the
License Agreement. (Id. at 15-17.) Third, Avanti
argues that the existence of the License Agreement precludes
Hatteras' recovery under an unjust enrichment theory.
(Id. at 17.) Finally, Avanti asks us to dismiss
Hatteras' claims for certain damages as precluded under
the terms of the License Agreement. (Id. at 18.) We
address each argument in turn.
Motion to Dismiss Standard
Rule of Civil Procedure 12(b)(6) permits a court to dismiss a
complaint for failure to state a claim upon which relief can
be granted. When evaluating a motion to dismiss, a court must
accept all factual allegations as true, construe the
complaint in the light most favorable to the plaintiff, and
determine whether, under any reasonable reading of the
complaint, the plaintiff may be entitled to relief. See
Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir.
2009). In other words, a complaint survives a motion to
dismiss if it contains sufficient factual matter, accepted as
true, to “state a claim to relief that is plausible on
its face.” Ashcroft v. Iqbal, 556 U.S. 662,
evaluating the sufficiency of a plaintiff's factual
pleadings, a court must take three steps:
First, the court must take note of the elements a plaintiff
must plead to state a claim. Second, the court should
identify allegations that, because they are no more than
conclusions, are not entitled to the assumption of truth.
Finally, where there are well-pleaded factual allegations, a
court should assume their veracity and then determine whether
they plausibly give rise to an entitlement for relief.
Santiago v. Warminster Twp., 629 F.3d 121, 130 (3d
Cir. 2010) (citations and quotation marks omitted). However,
“a court need not credit a plaintiff's ‘bald
assertions' or ‘legal conclusions' when
deciding a motion to dismiss.” Sands v.
McCormick, 502 F.3d 263, 268 (3d Cir. 2007) (quotation
Consumer Fraud Claims
argues that Hatteras cannot recover under the New Jersey
Consumer Fraud Act (“NJCFA”) or Delaware Consumer
Fraud Act (“DCFA”). Avanti's primary argument
is that the NJCFA does not apply to this case because Avanti
and Hatteras are sophisticated commercial entities and their
business dealings cannot be considered a “consumer
oriented” transaction falling within the scope of the
NJCFA. (Dkt. 15-3 at 12.) Avanti submits that Hatteras'
DCFA claims should fail for the same reason because the DCFA
is “almost identical” to the NJCFA. (Id.
at 11-12.) Avanti also argues that the DCFA does not apply
because the Amended Complaint alleges no acts taking place in
Delaware. (Id. at 15.)
responds that the NJCFA should be interpreted broadly, and
that its scope extends to the dispute in this case. (Dkt. 16
at 19-20.) Hatteras notes that the NJCFA has been extended to
cover transactions between corporate entities and disputes
Avanti's characterization of Hatteras as a sophisticated
consumer. (Id. at 22.) Highlighting various
allegations in the Amended Complaint, Hatteras argues that it
“fell for . ...