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Coplay Aggregates, Inc v. Bayshore Soil Management LLC

May 23, 2011


The opinion of the court was delivered by: Schiller, J.


Plaintiff Coplay Aggregates, Inc. ("Coplay") alleges that Defendant Bayshore Soil Management, LLC ("Bayshore") breached a contract regarding payment arrangements for an underlying agreement permitting Bayshore to dump waste at Coplay's facility. Coplay also brings claims for unjust enrichment, breach of the duty of good faith and fair dealing, breach of fiduciary duty, and injunctive relief. Currently before the Court is Bayshore's motion to dismiss for lack of personal jurisdiction and failure to state a claim. For the reasons that follow, the Court finds that it may exercise personal jurisdiction over Bayshore but dismisses Coplay's claims for breach of the duty of good faith and fair dealing, breach of fiduciary duty, and injunctive relief.


In September of 2009, Coplay and Bayshore entered into an arrangement for Bayshore to deposit waste soil at a quarry Coplay owns in Whitehall, Pennslyvania. (Am. Compl. ¶¶ 3, 10.) Coplay is a Pennsylvania corporation with its principal place of business in Orefield, Pennsylvania. (Id. ¶1.) Bayshore is a New Jersey limited liability company with its principal place of business in Keasbey, New Jersey. (Id. ¶2.) Corson Technologies, Inc. ("CST"), a non-party, brokered the arrangement, whereby Bayshore agreed to pay CST $9 per ton of waste dumped at the quarry. Coplay and CST separately agreed that CST would remit $6 per ton to Coplay, keeping the remaining $3 per ton as commission. (Id. ¶15.) Later in September of 2009, Bayshore began transporting its waste soil from a treatment facility in Keasbey, New Jersey to Coplay's quarry. Soon thereafter, CST became delinquent in making payments to Coplay. (Id. ¶ 23.) As a result, Steve Kolbe, Coplay's president, advised CST that Coplay would not accept any further deliveries unless payment arragements were modified to ensure Coplay would receive its fees. (Pl.'s Opp'n to Def.'s Mot. to Dismiss Ex. A [Kolbe Aff. ] ¶ 13.)

On September 28, 2009, Jim Sanford of CST sent an e-mail to Kolbe and Al Ludwig of Bayshore directing that future payments should be payable to Coplay and CST jointly. (Am. Compl. Ex. B [Sanford e-mail dated Sept. 28, 2009].) On September 30, 2009, Kolbe sent an e-mail to Ludwig and Sanford requesting confirmation. (Id. Ex. B [Kolbe e-mail dated Sept. 30, 2009].) Later on September 30, Ludwig responded to Kolbe and Sanford that he agreed to the arrangement. (Id. Ex. B [Ludwig e-mail dated Sept. 30, 2009].)

Under this arrangement, Bayshore could continue depositing waste soil at the quarry at $9 per ton; Coplay was to send invoices for waste deposits to CST, and then Bayshore was to issue a check to CST and Coplay jointly. (Am. Compl. ¶ 26.) Coplay was then to endorse the check, deposit the funds in its bank account, and then wire CST its share. (Id.) However, CST deposited the first check issued under the new arrangement without Coplay's knowledge or consent. (Id. ¶ 31.) On October 19, 2009, Donna Pantaleo of CST e-mailed Ludwig, Sanford, and Kolbe requesting that Bayshore issue joint checks. (Am. Compl. Ex. C [Pantaleo e-mail dated Oct. 16, 2009].) Ludwig responded that Bayshore would issue joint checks. (Id. Ex. C [Ludwig e-mail dated Oct. 19, 2009].)

Between September 8, 2009 and September 27, 2010, Bayshore deposited 115,407.23 tons of waste at the quarry. (Am. Comp. ¶ 41.) During this period, Bayshore issued over twenty checks payable to Coplay and CST jointly, totaling over $350,000. (Id. ¶ 43; Ex. E [Joint Checks].) In October of 2010, without notice to Coplay, Bayshore ceased issuing joint checks and began to issue checks solely to CST. (Am. Comp. ¶ 46.) Bayshore has paid at least $71,000 of this sum solely to CST in violation of the modified payment arrangement. (Id. ¶ 66.)

In November of 2010, the parties orally modified the underlying waste disposal agreement, and Bayshore agreed to remit monies due Coplay. (Id. ¶68.) Despite Coplays's repeated demands, Bayshore has refused to pay Coplay over $100,000 in connection with waste deposited at the quarry between August 2010 and September 2010. (Id. ¶ 75.)


A. Motion to Dismiss for Lack of Personal Jurisdiction

Rule 12(b)(2) provides for dismissal for lack of personal jurisdiction. The plaintiff bears the burden of demonstrating facts that establish personal jurisdiction when a defendant raises this defense. Pinker v. Roche Holdings, Ltd., 292 F.3d 361, 368 (3d Cir. 2002). The plaintiff's factual allegations are taken as true and all factual disputes are drawn in the plaintiff's favor for the purpose of this analysis. Id. Establishing a prima facie case for the exercise of personal jurisdiction requires the plaintiff to demonstrate "with reasonable particularity sufficient contacts between the defendant and the forum state." Mellon Bank East (PSFS) Nat'l Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992). The plaintiff must offer "sworn affidavits or other competent evidence" and may not "rely on the bare pleadings alone" in its effort to withstand the defendant's motion. Patterson v. FBI, 893 F.2d 595, 604 (3d Cir. 1990). If the plaintiff meets this burden, the defendant must establish the presence of other considerations that would render jurisdiction unreasonable to prevail on its motion. Brown & Brown, Inc. v. Cola, Civ. A. No. 10-3898, 2010 WL 3928589, at *6 (E.D. Pa. Oct. 4, 2010) (citing Carteret Sav. Bank, FA v. Shushan, 954 F.2d 141, 150 (3d Cir. 1992)).

B. Motion to Dismiss for Failure to State a Claim

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 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. Cnty. 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 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 ...

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