The opinion of the court was delivered by: Judge McClure
On August 25, 2006, Tri County Realty, Inc. ("Tri County"), filed its complaint for damages against Lunaire Limited, SPX Corp., Kendro Laboratories, Inc., and Thermal Product Solutions (collectively "SPX")*fn1 in the Court of Common Pleas of Lycoming County, Pennsylvania.
On September 28, 2006, SPX removed the action to this court based on diversity of the parties. Tri County is a corporation organized under the laws of Pennsylvania and having its principal place of business in Lycoming County, Pennsylvania. SPX is a corporation organized under the laws of Delaware and having its principal place of business in Charlotte, North Carolina. Tri County's complaint seeks damages in excess of $75,000.
The complaint arises out of a commercial lease agreement that Tri County entered into with SPX in which SPX leased certain property to Tri County. Tri County seeks relief based upon breach of contract (Count I), unjust enrichment/restitution (Count II), and misrepresentation/implied contract (Count III).
On October 4, 2006, SPX filed its motion to dismiss Count III of the complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). The motion is now fully briefed and ripe for our decision. For the following reasons we will deny the motion to the extent that Count III states a claim for promissory estoppel and grant the motion to the extent that Count III states a tort claim.
I. Motion to Dismiss Standard
When considering a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), the court must view all allegations stated in the complaint as true and construe all inferences in the light most favorable to plaintiff. Hishon v. King & Spaulding, 467 U.S. 69, 73 (1984); Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). In ruling on a motion to dismiss the court primarily considers the allegations of the pleading, but is not required to consider legal conclusions alleged in the complaint. Kost, 1 F.3d at 183. At the motion to dismiss stage, the court considers whether plaintiff is entitled to offer evidence to support the allegations in the complaint. Maio v. Aetna, Inc., 221 F.3d 472, 482 (3d Cir. 2000). A complaint should be dismissed only if the court, from evaluating the allegations in the complaint, is certain that under any set of facts relief cannot be granted. Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Morse v. Lower Merion School Dist., 132 F.3d 902, 906 (3d Cir. 1997); Markowitz v. Northeast Land, Co., 906 F.2d 100, 103 (3d Cir. 1994).
The failure-to-state-a-claim standard of Rule 12(b)(6) "streamlines litigation by dispensing with needless discovery and factfinding." Neitzke v. Williams, 490 U.S. 319, 326-27 (1989). A court may dismiss a claim under Rule 12(b)(6) where there is a "dispositive issue of law." Id. at 326. If it is beyond a doubt that the non-moving party can prove no set of facts in support of its allegations, then a claim must be dismissed "without regard to whether it is based on an outlandish legal theory or on a close but ultimately unavailing one." Id. at 327.
II. Statement of Relevant Allegations
As alleged in the complaint, on or about October 2, 2000, Tri County and SPX entered into a commercial lease agreement in which Tri County agreed to rent certain property to SPX. In consideration, SPX would pay Tri County a monthly rental fee. In order to induce Tri County to enter into this lease and to receive a lower monthly rental fee, SPX had agreed to make certain improvements to the property, which would remain the property of Tri County after the termination of the lease. Furthermore, Tri County agreed to build an addition to the property which would be occupied by SPX upon completion. When this addition was completed, the rent would be increased. Tri County alleges that it finished the addition and SPX failed to pay the increased rental rate and that this constituted a default on the lease.
III. SPX's Motion to Dismiss
SPX, in its motion to dismiss, takes issue with Count III of Tri County's complaint. This count is titled "Misrepresentation and Implied Contract." Specifically, SPX argues that this count is a tort action and barred by Pennsylvania's "Gist of the Action" doctrine. Additionally, SPX argues that even if Count III is interpreted as a quasi contract claim and not a tort claim, it is still barred because it ...