the Plant, as a result of Defendants' malfeasance, was emitting hazardous materials. The only duties allegedly breached, however, are those found in the Contract. See Muller Assocs., Inc. v. Transamerica Occidental Life Ins. Co., No. 90-3128, 1991 WL 276068, at *5 (Dec. 20, 1991 E.D. Pa.) (finding "Public Service demonstrates that there may be a tort action for breach of contract where the defendant owes a duty to the plaintiff or the public based on the law or public policy").
Second, unlike the instant case, plaintiffs in Public Service alleged that defendant's improper maintenance of the plant resulted in property damage. See Public Service, 722 F. Supp. at 212. As in East River, my decision rests largely on the fact that Plaintiff's Amended Complaint alleges only economic losses. Third, Public Service noted that "in some circumstances, such tort liability may be disclaimed." Id. at 211. This Contract does, in fact, contain provisions limiting and disclaiming liability which Plaintiff negotiated. Finally, Public Service concedes that "the imposition of common law tort duties can often depend upon policy considerations heavily influenced by the factual context from which a case emerges." Id. at 212. As discussed supra, the relevant policy considerations in the instant case warrant limiting Plaintiff's claims to the realm of contract law.
All aspects of this controversy occurred within the setting of a private commercial transaction between two sophisticated parties. The allegations implicate no other duties than those contained in the Contract negotiated by Plaintiff. Because Plaintiff does not seek redress for an alleged breach of a duty imposed by law beyond the Contract, and the loss asserted is only the economic benefit of the bargain, the principles of contract, not tort law, should govern the facts presented by this case. Accordingly, I will dismiss Count V and Count VI (negligence), Count IX and Count X (willful, wanton, and grossly negligent misconduct), and Count XIII and XIV (negligent misrepresentation and misrepresentation).
C. BREACH OF CONTRACT
Defendants move for a more definite statement on Plaintiff's contract claims, asserting Plaintiff has failed to specify the legal and factual bases underlying them. Specifically, Defendants contend Plaintiff "should plead the specifics of the contract and the alleged breach." See Khalid Bin Talal Etc. v. E.F. Hutton & Co., 720 F. Supp. 671, 685 (N.D. Ill. 1989) (denying 12(e) motion where the complaint "recites the relevant agreement, the contents thereof, and the parties thereto"). According to Defendants, the Amended Complaint should list that the Contract was made, and a copy of the Contract should be attached to the Amended Complaint. Furthermore, the Amended Complaint should state that while Plaintiff has performed its obligations under the Contract, Defendants have not lived up to their end of the bargain, "specifying the nature of the obligation which Defendant[s] have allegedly failed to perform and the consequent damage to Plaintiff." 2A J. Moore, Moore's Federal Practice P 8.17 at 8-112 (1995).
A stringent standard accompanies Federal Rule of Civil Procedure Rule 12(e). "With the exception of allegations of fraud and mistake, there is no requirement in the rules that pleading be particular." 2A J. Moore, Moore's Federal Practice P 12.18 at 12-161 (1995). "The class of pleadings that are appropriate subjects for a motion under Rule 12(e) is quite small - the pleading must be sufficiently intelligible for the court to be able to make out one or more potentially viable legal theories on which the claimant might proceed." 5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1376 (1990). The motion is appropriate when the pleading is "so vague or ambiguous that the opposing party cannot respond, even with a simple denial, in good faith, without prejudice to himself." Id. (citing Hicks v. Arthur, 843 F. Supp. 949, 954 (E.D. Pa. 1994)). "The basis for granting such a motion is unintelligibility, not lack of detail. As long as the defendant is able to respond, even if only with a simple denial, in good faith, without prejudice, the complaint is deemed sufficient for purposes of Rule 12(e)." Wood, 708 F. Supp. at 691.
Plaintiff has pled its contract claims with sufficient specificity. The allegations of breach of contract are not so vague, ambiguous, or unintelligible that Defendants cannot frame a responsive pleading. A copy of the Contract is attached to the Amended Complaint. Also, Plaintiff has listed twenty-six reasons why Defendants have breached the Contract, some of which specifically articulate how Defendants failed to satisfy their obligations under the Contract. While Plaintiff does not list the specific sections of the Contract which Defendants purportedly breached, the allegations are sufficient to enable Defendants to frame a responsive pleading. Because Defendants have not demonstrated that the Amended Complaint is as unintelligible as Rule 12(e) requires, I will deny their Motion for a More Definite Statement.
An appropriate Order follows.
AND NOW, this 1st day of February, 1996, upon consideration of Defendant, Badger Design & Constructors' Motion to Dismiss and For a More Definite Statement (Doc. No. 3), the responses thereto filed by Plaintiff, Sun Company, Inc. (R & M) (Doc. Nos. 6 and 9), Defendant, Badger Design & Constructor's Reply and Renewal of the Motion With Respect to the Amended Complaint (Doc. No. 7), Joinder By Defendant Gramatges & Associates in the Motion to Dismiss and For a More Definite Statement (Doc. No. 8), and Plaintiff's response thereto (Doc. No. 10), IT IS HEREBY ORDERED THAT:
1. Defendants' Motion for a More Definite Statement with respect to Count I, Count II, Count III, Count IV, Count VII, and Count VIII is DENIED.
2. Defendants' Motion to Dismiss Count V, Count VI