The opinion of the court was delivered by: O'neill, J.
Plaintiff alleges that defendant tortiously interfered with its business relations. Defendant filed a motion to dismiss the amended complaint. I have jurisdiction under 28 U.S.C. § 1332. Presently before me are defendant's motion, plaintiff's response and defendant's reply. For the following reasons I will grant defendant's motion to dismiss and exercise my discretion to grant plaintiff's request for leave to amend its complaint.
Defendant manufactures and sells high-speed chip mounting machinery. Plaintiff develops software used in connection with this high-speed chip mounting machinery and provides operational and consulting services in connection therewith. In 1999, plaintiff and defendant entered into a business contract ("ATI-Samsung contract"). Under that contract, defendant purchased products, information and services from plaintiff. The contract was worth hundreds of thousands of dollars annually to plaintiff and the relationship was symbiotic--defendant was plaintiff's sole customer, and plaintiff was the sole provider of these essential services to defendant. Additionally, in 2002 plaintiff contracted with Roy Lee Epp and Advanced Micro Concept (collectively, "consultants") to provide consultation with regard to the products and services plaintiff was providing for defendant ("ATI-consultants contract"). Consultants worked closely with defendant, often spending months at a time at defendant's Korean facility.
The ATI-Samsung contract was renewed on a yearly basis. Ordinarily, at the expiration of the previous contract in January the parties would reach an oral agreement as to the terms of the next year's contract and those terms would be formally documented in the spring. At issue in this lawsuit is the 2006 version of the contract. As usual, the parties orally agreed to the terms on January 2, 2006 and then executed the contract on March 10, 2006. The 2006 contract was due to expire on January 2, 2007.
In December 2006, defendant advised plaintiff that consultants intended to terminate the ATI-consultants contract. On December 13, 2006, consultants notified plaintiff directly of their intention to resign. However, they continued to perform until January 2, 2007 when they formally resigned. Meanwhile, plaintiff and defendant began oral negotiations for the 2007 version of the ATI-Samsung contract but in "late winter/early spring of 2007," defendant notified plaintiff that it would not renew the contract. Shortly thereafter, plaintiff learned that defendant had entered into a contract with consultants to provide the services that plaintiff had theretofore provided. Plaintiff alleges that the negotiation of the contract between defendant and consultants began while consultants were still under contract with plaintiff.
Federal Rule of Civil Procedure 12(b)(6) permits a court to dismiss all or part of an action for "failure to state a claim upon which relief can be granted." Fed. R. Civ. P. 12(b)(6).
Typically, "a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations," although plaintiff's obligation to state the grounds of entitlement to relief "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). "Factual allegations must be enough to raise a right to relief above the speculative level on the assumption that all of the allegations in the complaint are true (even if doubtful in fact)." Id., citations omitted.
The Court of Appeals has recently made clear that after Ashcroft v. Iqbal, --- U.S. ---, 129 S.Ct. 1937, 1955 (2009), "conclusory or 'bare-bones' allegations will no longer survive a motion to dismiss: 'threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.'" Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009), citing Iqbal, 129 S.Ct. at 1949. "To prevent dismissal, civil complaints must set forth 'sufficient factual matter' to show that the claim is facially plausible." Id. "Where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged--but it has not show[n]--that the pleader is entitled to relief." Iqbal, 129 S.Ct. at 1949, internal quotations omitted.
Defendant argues that plaintiff's complaint should be dismissed because: (1) its claim is time-barred by the statute of limitations; and (2) it has failed to state a claim upon which relief can be granted. In the alternative, defendant urges that I refer this matter to arbitration.*fn2
I. Statute Of Limitations
Defendant first argues that plaintiff's claim must be dismissed because it is barred by the statute of limitations. Pennsylvania law requires that a claim for tortious interference with a business relationship be brought within two years of when the claim accrued. CGB Occupational Therapy, 357 F.3d 375, 383 (3d Cir. 2004), citing 42 Pa. C.S.A. § 5524. "[A claim] accrues at the occurrence of the final significant event necessary to make the claim suable." Barnes v. American Tobacco Co., 161 F.3d 127, 136 (3d Cir. 1998). Ordinarily, a claim for tortious interference with business relations accrues when the plaintiff suffers injury as a result of the defendant's conduct. CGB Occupational Therapy, 357 F.3d at 384. However, Pennsylvania courts may apply the discovery rule to toll the statute of limitations where the injured party despite its exercise of due diligence was unable to know of the injury and its cause. Burton-Lister v. Siegel, Sivitz and Lebed Assocs., 798 A.2d 231, 237 (Pa. Super. Ct. 2002). "Once the plaintiff becomes aware of the injury and who occasioned it, she is under a duty to investigate the matter and commence a cause of action." Id. In the present case, plaintiff filed its complaint on February 24, 2009. Thus, this case must be dismissed if plaintiff knew of its injury and the cause thereof prior to February 24, 2007. Defendant bears the burden of proving that the claim is untimely. Richard B. Roush, Inc. Profit Sharing Plan v. New England Mut. Life Ins. Co., 311 F.3d 581, 585 (3d Cir. 2002). Plaintiff, on the other hand, bears the burden of proving that the discovery rule applies. Wilson v. El-Daief, 964 A.2d 354, 362 (Pa. 2009).
Taking plaintiff's well-pleaded allegations as true, it has borne its initial burden of showing that the discovery rule may apply in this case. Am. Compl. ¶¶ 36-45. Plaintiff has averred that before "late winter/early spring" it did not know that its injury--the termination of the ATI-Samsung contract--was caused by plaintiff's tortious interference with the ATI-consultants contract. However, due to the substantial ambiguity of the term "late winter/early spring," it is impossible for me, at this stage, to determine precisely when plaintiff became aware of the injury and its cause. The discovery process may allow the parties to identify with greater precision the date ...