The opinion of the court was delivered by: Dalzell, J.
Plaintiff Sunlight Electrical Contracting Co., Inc. ("Sunlight") sues twelve defendants, including Turchi Properties, Turchi, Inc., and John J. Turchi, Jr.,*fn1 asserting what appear to be*fn2 twenty distinct claims*fn3 arising out of work Sunlight performed on a number of construction projects in Philadelphia for which it allegedly did not receive full payment. On April 4, 2011, all twelve defendants filed a motion for partial judgment on the pleadings, asserting that we should dismiss the following claims as to the following defendants based on six grounds: (1) all claims against Turchi Properties, inasmuch as Sunlight actually asserts no claims against this defendant; (2) all claims outside the applicable statute of limitations; (3) Counts XIV, XV, XVI, and XVII with respect to all defendants, since Sunlight allegedly disregarded its duty to arbitrate; (4) unjust enrichment claims against Turchi and Turchi, Inc., since defendants allege that neither of these defendants owned the properties at issue or contracted for Sunlight's services; (5) all veil-piercing claims against Turchi on the basis that Sunlight has not properly pleaded such claims under Twombly; and (6) all "direct" claims against Turchi, Inc., which was allegedly neither a party to any contracts nor an owner of any property at issue.
Two weeks later, Sunlight filed a response in opposition to defendant's motion. We then granted defendants' motion for leave to file a reply to Sunlight's response. Thus, defendants' motion is at last fully briefed.
This is, as noted, a complicated case -- made more so by Sunlight's preposterous views of federal court pleading --and our efforts to evaluate Sunlight's complaint have been hindered by certain defects in its presentation which rests on conclusory allegations, inartful ambiguity, summarily expressed arguments and bombast. Nonetheless, we have taken plaintiff's arguments and allegations in the most favorable light possible. In the end, we will grant defendants' motion in part as to the first, second, fourth, and fifth grounds identified above. We will also afford Sunlight leave to explain how Counts IV, VI, and XV state claims for violations of the Pennsylvania Contractor and Subcontractor Payment Act, 73 P.S. § 501, et seq., against Turchi, Inc.
"A motion for judgment on the pleadings based on the defense that the plaintiff has failed to state a claim is analyzed under the same standards that apply to a Rule 12(b)(6) motion." Revell v. Port Auth. of N.Y. & N.J., 598 F.3d 128, 134 (3d Cir. 2010). In evaluating a motion to dismiss under Fed. R. Civ. P. 12(b)(6), we "'accept all factual allegations in the complaint as true and give the pleader the benefit of all reasonable inferences that can be fairly drawn therefrom.'" Ordonez v. Yost, 289 Fed. Appx. 553, 554 (3d Cir. 2008) (quoting Kost v. Kozakiewicz, 1 F. 3d 176, 183 (3d Cir. 1993)). We may "consider only the allegations in the complaint, exhibits attached to the complaint, matters of public record, and documents that form the basis of a claim," Brown v. Daniels, 128 Fed. Appx. 910, 913 (3d Cir. 2005) (quoting Lum v. Bank of America, 361 F.3d 217, 222 n.3 (3d Cir. 2004)) (internal quotation marks omitted), where a document forms the basis of a claim if it is "'integral to or explicitly relied upon in the complaint.'" Id. (quoting In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1426 (3d Cir. 1997)) (emphasis omitted). Since Sunlight explicitly refers to contracts and invoices in its complaint that the defendants have attached as exhibits to their motion,*fn4 we will consider these documents as "'integral to or explicitly relied upon in the complaint.'" Id.*fn5
As Sunlight explains in its complaint, it is a Pennsylvania corporation and defendant Turchi is a Pennsylvania resident, Pl.'s Compl. ¶¶ 1-2; the other defendants are Delaware or Pennsylvania corporations or limited partnerships, all having their principal places of business at 1700 Walnut Street in Philadelphia. Id. ¶¶ 3-13. Sunlight alleges that CHC GP, 1930-34 Corp., 400 Walnut, and 1700 Corp. are the general partners of CHC LP, 1930-34 Associates, 400 Walnut Associates, and 1700 Associates, respectively, id. ¶¶ 15, 17, 19, 21, and that CHC LP, 1930-34 Associates, 400 Walnut Associates, and 1700 Associates were each formed to take title to real property located at 23 South 23rd Street, 1930-34 Chestnut Street, 400-414 Walnut Street, and 1700 Walnut Street, with each of these addresses located in Philadelphia. Id. ¶¶ 16, 18, 20, 22. Sunlight alleges that "Turchi, Inc. does business from time to time as Turchi Properties, Walnut Construction, 1930-34 Associates, L.P., 23S23 Construction, Inc., Carriage House Condominiums, L.P., and Carriage House Condominiums, G.P.," id. ¶ 14, and that "John J. Turchi, Jr. is the principal officer, employee and owner of each of the defendant corporations."*fn6 Id. ¶ 23.
Sunlight's claims relate to four construction projects in which it participated: the 23 South 23rd Street project, the 400-414 Walnut Street project, the 1930-34 Chestnut Street project, and the 1700 Walnut Street project. We will consider Sunlight's allegations respecting each of these projects in turn.
A. The 1700 Walnut Street Project
According to Sunlight, on April 9, 1999 it entered into a contract as
"Contractor" with 1700 Associates/Walnut Construction,*fn7
as "Owner," pursuant to which Sunlight would perform
electrical services and work at 1700 Walnut Street and 1700
Associates/Walnut Construction would pay Sunlight $775,000. Id. ¶¶
101-02; see also Ex. O to Defs.' Mem. ("1700 Contract & Amend."). On
July 1, 1999, 1700 Associates/Walnut Construction agreed to two Change
Orders, Nos. 1 and 2, that increased the
amount Sunlight was due under the contract to $791,519.00. Pl.'s
Compl. ¶¶ 103-04; 1700 Contract & Amend. at
Sunlight alleges that it performed all of the services and work required of it under the 1700 Contract and Amendment, and that it also performed additional work at 1700 Walnut Street at the direction of one or more authorized representatives of 1700 Associates and Walnut Construction. Pl.'s Compl. ¶¶ 106-108. Sunlight claims that between June of 1999 and February of 2000, it submitted nine invoices to Walnut Construction, id. ¶¶ 109-10, 112; see also Ex. P to Defs.' Mem., and that it submitted seven invoices to Walnut Construction between September 1, 1999 and January 13, 2000 for the additional work it completed at 1700 Walnut Street. Id. ¶ 111; see also Ex. Q to Defs.' Mem. Though Sunlight made repeated demands for payment, Walnut Construction and 1700 Associates failed to pay it in full for the work it had performed at 1700 Walnut Street. Between February of 2000 and June 15, 2004, however, Turchi acknowledged the debts owed to Sunlight for its work on 1700 Walnut Street, and promised that they would be paid in full. Id. ¶¶ 114-15.
B. The 400-414 Walnut Street Project
Sunlight alleges that on July 13, 2001 it submitted a written proposal to Walnut Construction to perform electrical services and work at a project at 400-414 Walnut Street (sometimes referred to as the "Greentree Project," id. ¶ 64), and that this proposal included two scopes of additional work identified as "Alternate No. 1" and "Alternate No. 2" in the amounts of $10,000 and $6,000, respectively. Id. ¶ 65. On August 8, 2001, Sunlight entered into a written agreement as "Contractor" with Walnut Construction as "Owner" whereby Sunlight would provide the work described in its July 13, 2001 proposal --but not the work identified in Alternates No. 1 and 2 -- in exchange for $827,000. Id. ¶ 66; see also Ex. G to Defs.' Mem. ("Greentree Contract").
Between August 8, 2001 and June 24, 2002, Sunlight alleges that it fully performed all of the work and services required of it under the Greentree Contract, and that between May and October of 2002, at the direction of authorized representatives of Walnut Construction and 400 Walnut Associates, it completed several items of extra work -- including the additional work and services that had been identified in Alternates No. 1 and 2 of its July 13, 2001 proposal. Pl.'s Compl. ¶¶ 67-69. According to Sunlight, between August of 2001 and June of the following year, it submitted eleven invoices/ applications for payment to Walnut Construction for work it had performed at 400-414 Walnut Street, including extra work, although the additional work Sunlight had performed that had been described in Alternate No. 2 of its July 13, 2001 proposal was not included in any of these invoices. Id. ¶¶ 70-72; see also Ex. H to Defs.' Mem..
Sunlight also avers that between April and October of 2002, it performed additional work and services on a "time and material basis" ("T&M work") at 400-414 Walnut Street at the direction of authorized representatives of Walnut Construction and 400 Walnut Associates, and that it submitted nineteen invoices for this work to Walnut Construction between April 15 and October 18, 2002. Id. ¶¶ 75-77; see also Ex. I to Defs.'
Mem. Moreover, Sunlight states that it made improvements to the penthouse at 400-414 Walnut Street at the direction of authorized representatives of Walnut Construction, 400 Walnut Associates, and Turchi, Inc., and that it submitted nine invoices to Walnut Construction or Turchi, Inc. for this work between October 18, 2002 and August 11, 2003. Pl.'s Compl. ¶¶ 80-82; see also Ex. J to Defs.' Mem. Sunlight claims that it made "repeated demands for payment" for the contractual, additional, and T&M work that it performed, as well as the improvements made to the penthouse, but it did not receive full payment from 400 Walnut Associates, Turchi, Inc., Walnut Construction, or Turchi on the thirty-nine invoices submitted for this work, and in fact has received no payment for the T&M work and penthouse improvements. Id. ¶¶ 73, 78, 83. However, between October of 2002 and June 15, 2004, Turchi repeatedly acknowledged the debts due to Sunlight for the work it had performed at 400-414 Walnut Street, and promised that Sunlight would be paid in full for its work. Id. ¶¶ 74, 79, 84.
C. The 1930-34 Chestnut Street Project
Sunlight alleges that on September 4, 2002, it entered into another
contract as a "Subcontractor" -- this time with Walnut Construction
and 1930-34 Associates as "Contractor" -- and agreed to perform
electrical services and work involved in the conversion of a vacant
office building at 1930-34 Chestnut Street into luxury apartments and
commercial space in exchange for payment of $1,720,000 . Id. ¶ 85; see
also Ex. K to Defs.' Mem. ("1930-34 Contract"). In connection with
this project, Sunlight (as "Subcontractor"), 1930-34 Associates (as
"Owner"), and Turchi, Inc. (as "Contractor") executed a waiver of liens.*fn8
Id. ¶ 88; see also Ex. L. to Defs.' Mem.
Sunlight avers that it performed all the work required of it under the 1930-34 Contract, that it completed several items of additional work at the direction of authorized representatives of Walnut Construction, Turchi, Inc., or 1930-34 Associates, and that it completed T&M work at the 1930-34 Chestnut Street project at the direction of authorized representatives of the same entities. Id. ¶¶ 89-91, 96-97. Sunlight submitted fourteen invoices to Walnut Construction between October 23, 2002 and January 23, 2004 for the contractual and additional work it completed at 1930-34 Chestnut Street, id. ¶ 92, and submitted five more invoices to Walnut Construction between November 28, 2003 and March 9, 2004 for the T&M work it had completed. Id. ¶ ¶ 98; see also Ex. M to Defs.' Mem. As might be expected, Sunlight alleges that it made repeated demands for payment, but that Walnut Construction, 1930-34 Associates, and Turchi, Inc. have not paid it the total amount it is due for the contractual and additional work it completed at the 1930-34 Chestnut Street project, Pl.'s Compl. ¶¶ 93-94, and have made no payment on Sunlight's five invoices for T&M work. Id. ¶ 99. As with the 1700 Walnut and 400-414 Walnut Street projects, though, Sunlight claims that between January of 2004 and June 15, 2004, Turchi acknowledged the debts due to Sunlight for the work it performed on the 1930-34 Chestnut Street project, and promised that Sunlight would receive full payment for its work. Id. ¶¶ 95-100.
D. The 23 South 23rd Street Project
Finally, Sunlight alleges that on February 2, 2005, it entered into a contract with 23S23 to perform electrical services work in connection with the conversion into condominiums of the property located at 23 South 23rd Street. Id. ¶ 30; see also Ex. A to Defs.' Mem. ("23S23 Contract"). The contract provided that the guaranteed maximum price of Sunlight's work would be $1,782,400. Pl.'s Compl. ¶ 30; 23S23 Contract ¶ 2(d). Sunlight claims that while it entered into this contract with 23S23, it provided its original written proposal concerning the work to Turchi, Inc. on October 27, 2004, and that Turchi, Inc. accepted this proposal on November 5, 2004. Pl.'s Compl. ¶¶ 28-29. The 23S23 Contract explains that CHC LP, the "Owner," had engaged 23S23 to be the "Construction Manager" for the project, 23S23 Contract ¶ 1(a), and Sunlight alleges that 23S23 acted as CHC GP and CHC LP's agent with respect to the project, Pl.'s Compl. ¶ 32 -- though beginning in May of 2005, Hunter Roberts Construction Group ("HRCG") began providing management services for the project, id. ¶ 35, and thenceforth acted as CHC LP, CHC GP, Turchi, Inc., and 23S23's agent. Id. ¶ 37.
Sunlight claims that between November 18, 2004 and October 2, 2007, it completed all of the services and work required of it under the 23S23 Contract, id. ¶ 33, and that for these services and work: (1) between November of 2004 and April of 2005 it submitted six invoices/applications for payment to Turchi, Inc., id. ¶ 34; (2) between May 31, 2005 and April 30, 2005 it submitted twelve invoices/applications for payment to CHC LP, id. ¶ 37; and (3) between May 31, 2006 and May 23, 2007 it submitted seven invoices/applications for payment to Turchi, Inc., id. ¶ 38. Sunlight also alleges that between November 18, 2004 and October 2, 2007 it completed several items of extra work at the 23 South 23rd Street project, all at the direction of authorized representatives of 23S23, HRCG, Turchi, Inc., CHC LP, or CHC GP, and that the final invoice submitted to Turchi, Inc. on May 23, 2007 included these extra and additional items. Id.
¶¶ 39-42. Sunlight further avers that between May of 2004 and August of 2007, at the direction of authorized representatives of CHC LP, CHC GP, HRCG, or Turchi, Inc., it performed T&M work at the 23 South 23rd Street project, id. ¶¶ 44-45, and that it submitted twenty-seven invoices for this work to 23S23 upon HRCG's instructions. Id. ¶¶ 46-47. Sunlight claims that despite its "repeated demands for payment," 23S23, Turchi, Inc., and CHC LP have failed to pay the total amount due for the work it performed at the 23 South 23rd Street project, id. ¶¶ 43, 51, and that in particular it has received no payment on eleven of the invoices for T&M work, id. ¶ 48, though CHC LP made some payments on the work. Id. ¶ 49.
In addition to the contractual work, additional work, and T&M work at the 23 South 23rd Street project that Sunlight describes, it alleges that it is also due payment for two additional reasons, delays and condominium customizations. Thus, Sunlight states that under the 23S23 Contract, it was to finish its work by November of 2005, but because the 23 South 23rd Street project was not completed by that time due to reasons beyond Sunlight's control and responsibility, CHC LP agreed on November 7, 2005 to increase the amount Sunlight was due under the contract by $52,468.65 so as to reflect the additional costs Sunlight would incur due to the deferral of the project's completion date until April of 2006. Id. ¶¶ 52-54. When --again, because of reasons beyond Sunlight's control and responsibility -- the project was not completed by April, 2006, Sunlight claims that it incurred additional labor costs between May 1, 2006 and October 2, 2007, and that it submitted an invoice for these additional costs to Turchi, Inc. on December 13, 2007. Id. ¶¶ 55-57; see also Ex. D to Defs.' Mem. According to Sunlight, it has received no payment on this additional invoice from Turchi, Inc., CHC LP, 23S23, or Turchi. Id. ¶ 58.
Sunlight further claims that Turchi gave purchasers of individual condominium units at 23 South 23rd Street the option of customizing their units, and that Sunlight performed work to customize two of those units at the direction of authorized representatives of HRCG, Turchi, Inc., Turchi Properties, 23S23, CHC LP, and CHC GP. Id. ¶¶ 59-62. Despite its "repeated demands for payment," Sunlight alleges it has received no payment for this customization work. Id. ¶ 63.
Fed. R. Civ. P. 12(c) provides that "[a]fter the pleadings are closed -- but early enough not to delay trial -- a party may move for judgment on the pleadings." As noted, we analyze a Rule 12(c) motion under the same standard as a Rule 12(b)(6) motion. Revell, 598 F.3d at 134.
"[O]nly a complaint that states a plausible claim for relief survives a motion to dismiss," giving rise to a "context-specific" inquiry that "requires the reviewing court to draw on its judicial experience and common sense." Ashcroft v. Iqbal, 129 S. Ct. 1937, 1950 (2009). "Factual allegations must be enough to raise a right to relief above the speculative level," Twombly, 550 U.S. at 555, although plaintiffs need only "nudge their claims across the line from conceivable to plausible." Id. at 570. In essence, a plaintiff must provide "enough facts to raise a reasonable expectation that discovery will reveal evidence of the necessary element." Phillips v. County of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008) (quotation marks omitted). A pleading may not, however, simply offer "labels and conclusions," Twombly, 550 U.S. at 555; "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Iqbal, 129 S. Ct. at 1949.
A. Claims Against Turchi Properties
We begin by addressing defendants' request that we dismiss "Turchi Properties, Inc.*fn9 which is named as a defendant but against which no claims are stated in any of Plaintiff's twenty-two (22) [sic] counts." Defs.' Mot. for J. on Pleadings ("Defs.' Mot.") at 1. Sunlight does not contest this point, and our review of its complaint demonstrates that none of its counts is directed ...