The opinion of the court was delivered by: Arthur J. Schwab United States District Judge
Before the Court is a Motion to Dismiss filed on behalf of defendants American Express Co., American Express Travel Related Services Co., Inc., and American Express Bank, FSB (collectively, "American Express"). Doc. No.4. Plaintiff, Mackin Engineering Co. ("Mackin"), who originally brought this lawsuit in the Court of Common Pleas for Allegheny County, contends that defendants breached their corporate credit card contract with the plaintiff by failing to act in accordance with the implied terms of good faith and fair dealing. After removing the case to this Court, defendants filed the instant Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) seeking dismissal of the claim for breach of contract. For the reasons set forth in greater detail below, the Court will grant defendants‟ Motion to Dismiss (doc. no. 4).
Under Federal Rule of Civil Procedure 8(a)(2), a pleading must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." A complaint may be dismissed pursuant to Federal Rule of Civil Procedure 12(b)(6) if it does not allege Aenough facts to state a claim to relief that is plausible on its face.@ Phillips v. County of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S.544, 570 (2007) (abrogating Conley v. Gibson, 355 U.S. 41 (1957), which allowed dismissal of a claim only if Ano set of facts@ could be conceived to support it)). To survive a Fed.R.Civ.P. 12(b)(6) Motion to Dismiss, a claim for relief now Arequires more than labels and conclusions@ or Aa formulaic recitation of the elements of a cause of action.@ Ashcroft v. Iqbal, --- U.S. ---, 129 S.Ct. 1937, 1950 (2009) (citing Twombly, 550 U.S. at 555). While Rule 8 was "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.
After Iqbal, the district court‟s determination of a Fed.R.Civ.P. 12(b)(6) Motion to Dismiss for failure to state a claim is as follows:
[D]istrict courts should conduct a two-part analysis. First, the factual and legal elements of a claim should be separated. The District Court must accept all of the complaint's well-pleaded facts as true, but may disregard any legal conclusions. Second, a District Court must then determine whether the facts alleged in the complaint are sufficient to show that the plaintiff has a "plausible claim for relief." In other words, a complaint must do more than allege the plaintiff's entitlement to relief. A complaint has to "show" such an entitlement with its facts. As the Supreme Court instructed in Iqbal, "[w]here 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.‟ " This "plausibility" determination will be "a context-specific task that requires the reviewing court to draw on its judicial experience and common sense."
Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009).
The court will accept all of the plaintiff=s factual allegations as true and construe all inferences in the light most favorable to the non-moving party. Umland v. Planco Fin. Servs., 542 F.3d 59, 64 (3d Cir. 2008) (citing Buck v. Hampton Twp. Sch. Dist., 452 F.3d 256, 260 (3d Cir. 2006)). However, a court will not accept bald assertions, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegations. See In re Rockefeller Ctr. Props., Inc. Sec. Litig., 311 F.3d 198, 215 (3d Cir. 2002); Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906 n. 8 (3d Cir. 1997). A court is not required to consider legal conclusions; rather, it should determine whether the plaintiff should be permitted to offer evidence in support of the allegations. Maio v. Aetna, 221 F.3d 472, 482 (3d Cir. 2000). To satisfy the requirement of Fed.R.Civ.P. 8(a)(2) for a Ashort and plain statement of the claim showing that the pleader is entitled to relief,@ a plaintiff must aver sufficient factual allegations which Anudge@ its claims Aacross the line from conceivable to plausible.@ Iqbal, 129 S.Ct. at 1951.
Therefore, a plaintiff must put forth sufficient facts that, when taken as true, suggest the required elements of a particular legal theory. See Wilkerson v. New Media Tech. Charter Sch., Inc., 522 F.3d 315 (3d Cir. 2008) (citing Phillips, 515 F.3d at 224). However, this standard does not impose a heightened burden on the claimant above that already required by Rule 8, but instead calls for fair notice of the factual basis of a claim and enough specificity to raise a reasonable expectation that discovery will reveal evidence of the necessary element. Twombly, 550 U.S. at 555; Phillips, 515 F.3d at 234.
III. Factual Background and Procedural History
With these standards of review in mind, the facts as alleged in the Complaint and all reasonable inferences drawn from those facts are taken as true.
Mackin is a civil engineering firm in Pittsburgh, Pennsylvania and American Express is a New York corporation with authority to do business in Pennsylvania. Mackin has had an American Express Business Credit Card Account under a contract with American Express, but does not have a copy of its original application for this credit card or a copy of its original contract with American Express. Mackin‟s owner and some of ...