The opinion of the court was delivered by: Buckwalter, S.J.
Currently pending before the Court is Defendant/Third-Party Plaintiff Warminster Commerce, LLC's Motion to Dismiss Third-Party Defendant Abington Savings Bank's Counterclaims pursuant to Federal Rule of Civil Procedure 12(b)(6). For the following reasons, the Motion is denied in its entirety.
I. FACTUAL AND PROCEDURAL HISTORY
This matter stems from a dispute over a commercial lease between Plaintiff Warminster Equities, LLC ("Equities") and Defendant/Third-Party Plaintiff Warminster Commerce, LLC ("Commerce"). Equities claims it has a leasehold interest in a parcel of land owned by Commerce. (Compl. ¶¶ 1-2.) The lease commenced in 1973 and had an initial term of twenty-seven years, but provided the lessee with the option of exercising seven consecutive ten-year extensions. (Id. ¶ 2; Id. Ex. A.) Equities's predecessor-in-interest exercised the option for the first ten-year extension on December 1, 1998, and assigned the leasehold to Equities on May 10, 2001. (Commerce's Am. Countercl. ¶¶ 11-12; Id. Ex. B-C.)
Equities, in apparent anticipation of acquiring this leasehold, had subleased the property to Commerce Bank (predecessor to TD Bank, the current tenant) on January 4, 2001 for an initial period of twenty years, with options to extend for four additional five-year terms. (Compl. ¶ 22; Id. Ex. C.) On May 24, 2001, Equities borrowed $2,400,000 from Third-Party Defendant Abington Savings Bank ("Abington") to make various improvements to the premises, including a pad site for the commercial bank branch. (Abington's Countercl. ¶¶ 16, 19; Compl. ¶¶ 19-20.) As security for the loan, Abington received a first priority lien on Equities's leasehold estate and the improvements made thereon, as well as an assignment of all rents received from tenants on the property. (Abington's Countercl. ¶¶ 17-18; Id. Ex. A-B.)
In April of 2009, Commerce informed Equities that it had not received written notice of Equities's intent to extend the lease for a second ten-year term, and that the lease would therefore expire on December 31, 2009. (Compl. ¶ 28.) Equities claimed that it orally informed Commerce of its intent to renew the lease prior to the December 31, 2008 option deadline, but Commerce maintained its position that the lease had been terminated. (Id. ¶¶ 27-28.) On December 17, 2009, Commerce sent a letter to Abington explaining that Equities would no longer have an interest in the leased premises as of December 31, 2009, that the mortgage between Abington and Equities would expire on that date, and that Abington should satisfy the mortgage immediately after January 1, 2010. (Abington's Countercl. ¶ 25.) That same day, Commerce also informed sublessee TD Bank that Equities's lease would expire at the end of 2009 and that it should thereafter send all rent payments directly to Commerce. (Id. ¶ 26.) In letters dated December 22, 2009, December 23, 2009, and December 29, 2009, Equities informed Commerce, TD Bank, and Abington, respectively, of its position that it had properly exercised its option to extend the lease. (Compl. ¶ 36.) TD Bank advised Equities on January 28, 2010 that it would place its future rent payments into an escrow account until the dispute between Equities and Commerce was resolved. (Id. ¶ 39; Id. Ex. J.)
Equities filed a Complaint in this Court on February 4, 2010, seeking a declaratory judgment that its lease with Commerce remains in full effect. (Compl. ¶ 1.) In its Answer and Counterclaim, Commerce joined Abington to this action as Third-Party Defendant, and requested that this Court declare that Equities's lease expired on December 31, 2009 and that the leasehold mortgage held by Abington is satisfied or released. (Commerce's Am. Countercl. ¶¶ 3-35.) Abington counterclaimed against Commerce, seeking: (1) a declaration that its leasehold mortgage interest remains in effect or, if it is determined that Equities's lease has expired, that it maintains an interest in the improvements made on the premises or rents from those improvements; (2) a judgment against Commerce for conversion of collateral; and (3) a judgment against Commerce for intentional interference with contractual relations. (Abington's Countercl. ¶¶ 32-46.) Commerce filed the present Motion to Dismiss Counterclaims of Abington on July 8, 2010, and Abington filed a Response on July 29, 2010.
Pursuant to Federal Rule of Civil Procedure 12(b)(6), a defendant bears the burden of demonstrating that the plaintiff has not stated a claim upon which relief can be granted. FED. R. CIV. P. 12(b)(6); see also Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005). In Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007), the United States Supreme Court recognized that "a plaintiff's obligation to provide the 'grounds' of his 'entitle[ment] to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. at 555. It emphasized that it would not require a "heightened fact pleading of specifics, but only enough facts to state a claim to relief that is plausible on its face." Id. at 570.
In the subsequent case of Ashcroft v. Iqbal, U.S. , 129 S.Ct. 1937 (2009), the Supreme Court enunciated two fundamental principles applicable to a court's review of a motion to dismiss for failure to state a claim. First, it noted that "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions. Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. at 1949. Thus, although "[Federal] Rule [of Civil Procedure] 8 marks a notable and generous departure from the hyper-technical, code-pleading regime of a prior era . . . it does not unlock the doors of discovery for a plaintiff armed with nothing more than conclusions." Id. at 1950. Second, the Supreme Court emphasized that "only a complaint that states a plausible claim for relief survives a motion to dismiss." Id. "Determining whether a complaint states a plausible claim for relief will . . . be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Id.
Notwithstanding the foregoing, nothing in Twombly or Iqbal has altered some of the fundamental underpinnings of the Rule 12(b)(6) standard of review. Arner v. PGT Trucking, Inc., No. CIV.A.09-565, 2010 WL 1052953, at *2 (W.D. Pa. Mar. 22, 2010); Spence v. Brownsville Area Sch. Dist., No. CIV.A.08-626, 2008 WL 2779079, at *2 (W.D. Pa. Jul. 15, 2008). Federal Rule of Civil Procedure 8 requires only a short and plain statement of the claim showing that the pleader is entitled to relief and need not contain detailed factual allegations. FED. R. CIV. P. 8; Phillips v. County of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008). Further, the court must "accept all factual allegations in the complaint as true and view them in the light most favorable to the plaintiff." Buck v. Hampton Twp. Sch. Dist., 452 F.3d 256, 260 (3d Cir. 2006). Finally, the court must "determine whether, under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Pinkerton v. Roche Holdings Ltd., 292 F.3d 361, 374 n.7 (3d Cir. 2002).
Commerce's Motion asks the Court to dismiss Count II (conversion of collateral) and Count III (intentional interference with contractual relations) of Abington's Counterclaim. (Commerce's Mot. Dismiss Countercl. 4-8.) Both the conversion of collateral and interference with contractual relations claims arise under Pennsylvania law. ...