The opinion of the court was delivered by: Schiller, J.
Plaintiffs Randall and Amy Stein ("the Steins") bring the present lawsuit sounding in tort and contract law against Defendants Zeluck, Inc. ("Zeluck") and Fenestra America, L.L.C. ("Fenestra"). Currently before the Court is Defendants' motion to dismiss. For the reasons that follow, the Court will grant the motion in part, deny it in part, and grant the Steins leave to conduct limited discovery on one facet of their case and amend their complaint.
In January of 2006, the Steins contracted with Cassella Builders, Inc. ("Cassella") to build a home on real property the Steins owned in Bryn Mawr, Pennsylvania. (Am. Compl. ¶ 6.) A representative of Zeluck, a window manufacturer, met with Mr. Stein, Cassella, and the Steins' architect to discuss the possibility that Zeluck would provide windows and doors for the home. (Id. ¶ 10.) During this meeting, the Zeluck representative suggested that the Steins consider using windows and doors from defendant Fenestra. (Id. ¶ 11.) According to the Zeluck representative, Fenestra windows and doors had a "multi-point locking system," which distinguished them from other windows and doors. (Id. ¶ 12.)
The Steins' architect recommended that the Steins select doors and windows from another manufacturer, which were within their budget. (Id. ¶¶ 15--16.) The Steins, however, opted for Fenestra doors and windows because of Fenestra's multi-point locking system. (Id. ¶¶ 16--17.) The Steins informed Cassella of their decision, and on or about July 28, 2006, Cassella entered into a contract with Fenestra whereby Cassella agreed to purchase windows and doors from Fenestra for $405,000. (Id. ¶ 18.) The contract made specific reference to the fact that the windows would feature "[Fenestra's] multi-point locking system" and an "integral stay" (Id. ¶¶ 19--21; Am. Compl. Ex. A [Fenestra Contract] at 2.)
According to the Steins, the windows and doors Fenestra provided were not as specified in the contract. (Am. Compl. ¶¶ 25--27.) Specifically, the Steins allege that the multi-point locking system and/or integral stay system did not work and/or was not installed in the windows or doors. (Id. ¶ 26.) Though the Steins and/or Cassella complained to Fenestra on several occasions, Fenestra did not fix the deficiencies. (Id. ¶¶ 29--30.)
The Steins, acting on their own behalf and as assignees of Cassella, filed this lawsuit on November 3, 2009. The Amended Complaint alleges that Fenestra breached its contract by failing to provide the multi-point locking system (Count I), that Fenestra and/or Zeluck negligently misrepresented the product that they were selling (Count II), that Fenestra breached the implied covenant of good faith and fair dealing (Count III), that Fenestra and/or Zeluck violated Pennsylvania's Unfair Trade Practices and Consumer Protection Law ("UTPCPL"), 73 P.S. § 201-1 (Count IV), and that Fenestra and/or Zeluck breached express and implied warranties (Counts V, VI). The Steins also allege that, despite their separate corporate existence, Fenestra and Zeluck are functionally a single entity and should therefore be held jointly and severally liable for the obligations of the other (Count VII).
On January 7, 2010, Defendants moved to dismiss Counts II, III, IV, and VII of the Amended Complaint and to dismiss Counts V and VI with respect to Zeluck.
In reviewing a motion to dismiss for failure to state a claim, a district court must accept as true all well-pleaded allegations and draw all reasonable inferences in favor of the non-moving party. See Bd. of Trs. of Bricklayers and Allied Craftsman Local 6 of N.J. Welfare Fund v. Wettlin Assocs., 237 F.3d 270, 272 (3d Cir. 2001). A court should accept the complaint's allegations as true, read those allegations in the light most favorable to the plaintiff, and determine whether a reasonable reading indicates that relief may be warranted. Umland v. PLANCO Fin. Servs., Inc., 542 F.3d 59, 64 (3d Cir. 2008). A court need not credit "bald assertions" or "legal conclusions" when deciding a motion to dismiss. Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 (3d Cir. 1997); see also Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009).
"Factual allegations [in a complaint] must be enough to raise a right to relief above the speculative level." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). To survive a motion to dismiss, a complaint must include "enough facts to state a claim to relief that is plausible on its face." Id. at 570. Although the federal rules impose no probability requirement at the pleading stage, a plaintiff must present "enough facts to raise a reasonable expectation that discovery will reveal evidence of the necessary element[s]" of a cause of action. Phillips v. County of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 129 S.Ct. at 1949. Simply reciting the elements will not suffice. Id. (concluding that pleading that offers labels and conclusions without further factual enhancement will not survive motion to dismiss); see also Phillips, 515 F.3d at 231.
The Third Circuit Court of Appeals has recently directed district courts to conduct a two-part analysis when faced with a 12(b)(6) motion. First, the legal elements and factual allegations of the claim should be separated, with the well-pleaded facts accepted as true but the legal conclusions disregarded. Fowler v. UPMC Shadyside, 578 F.3d 203, 210--11 (3d Cir. 2009). Second, the court must then make a common sense determination of whether the facts alleged in the complaint are sufficient to show a plausible claim for relief. Id. at 211. If the court can only infer the mere possibility of misconduct, the complaint must be dismissed because it has alleged-but has failed to show-that the pleader is entitled to relief. Id.
When faced with a motion to dismiss for failure to state a claim, courts may consider the allegations in the complaint, exhibits attached to the complaint, matters of public record, and documents that form the basis of a claim. Lum v. Bank of Am., 361 F.3d 217, 222 n.3 (3d Cir. 2004). A district court may also consider an undisputedly authentic document that a defendant attaches as an exhibit to a motion to dismiss if the plaintiff's claims ...