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Ray Angelini, Inc v. Sec Besd Solar One

November 21, 2011

RAY ANGELINI, INC., PLAINTIFF
v.
SEC BESD SOLAR ONE, LLC; SEC BELLEFONTE SD SOLAR ONE, LLC;
DUKE ENERGY GENERATION SERVICES, INC.; INTEGRYS ENERGY SERVICES, INC.; SMART ENERGY CAPITAL, LLC; AND INDU SOLAR HOLDINGS, LLC, DEFENDANTS



The opinion of the court was delivered by: Chief Judge Kane

MEMORANDUM

Presently pending before the Court are two motions to dismiss. Defendant SEC BESD Solar One, LLC ("SEC BESD") and SEC Bellefonte SD Solar One, LLC ("SEC Bellefonte") (collectively "SEC Defendants") move to dismiss Count III (unjust enrichment) and Count IV (quantum meruit) of the complaint pursuant to Rule 12(b)(6) (Doc. No. 19), and Defendants Duke Energy Generation Services, Inc. ("Duke Energy"), Integrys Energy Services, Inc. ("Integrys Energy"), Smart Energy Capital, LLC ("Smart Energy"), and INDU Solar Holdings, LLC ("INDU Solar") (collectively "Non-Contracting Defendants") move to dismiss the complaint against the Non-Contracting Defendants in its entirety pursuant to Rule 12(b)(6) (Doc. No. 20). Defendants' motions are now ripe for disposition. For the reasons that follow, the Court will grant the SEC Defendants' motion to dismiss (Doc. No. 19), and will grant the Non-Contracting Defendants' motion to dismiss (Doc. No. 20).

I. BACKGROUND

According to the complaint,*fn1 Plaintiff, Ray Angelini, Inc., a New Jersey corporation, is an electrical contractor whose business includes the installation of solar photovoltaic energy systems. (Doc. No. 1 ¶¶ 1, 11.) Defendants are Delaware Limited Liability Corporations and Delaware Corporations with principal places of business in states other than New Jersey. (Id. ¶¶ 2-8.) The SEC Defendants are special purpose entities established to allow Duke Energy and Integrys Energy to co-own rooftop solar arrays. (Id. ¶ 13.) Smart Energy arranges financing for and develops projects that deliver electricity to investment-grade commercial, government and utility customers. (Id.) Plaintiff alleges that the SEC Defendants operate as shell companies that allow Duke Energy, Integrys Energy, and Smart Energy to obtain energy and sell it to their respective customers, and that the SEC Defendants' assets have been or will be assigned to INDU Solar, or that the SEC Defendants have been merged into INDU Solar. (Id. ¶ 12-14.)

Beginning in August of 2010, Plaintiff entered into five separate legal contracts with the SEC Defendants -- two with SEC BESD and three with SEC Bellefonte -- for the engineering, procurement, and construction of solar photovoltaic energy systems installed on the roofs of five public schools in Centre County, Pennsylvania ("the Agreements"). (Id. ¶ 15.) Plaintiff performed the work pursuant to the contracts, but the SEC Defendants have refused to pay, insisting on asserting set-offs against liquidated damages. (Id. ¶¶ 20-24.)

On April, 20, 2011, Plaintiff filed suit against Defendants, seeking damages in excess of $75,000. Plaintiff asserts four claims in its complaint: (1) breach of contract; (2) a claim under the Pennsylvania Contractor and Subcontractor Payment Act, 73 P.S. § 507, et seq. (PCSPA); (3) unjust enrichment; and (4) quantum meruit. (Id. ¶¶ 18-46.) Plaintiff alleges that the Non-Contracting Defendants are jointly and severally liable for the obligations of the SEC Defendants. (Id. ¶ 16.)

II. STANDARD OF REVIEW

A motion to dismiss pursuant to Rule 12(b)(6) tests the legal sufficiency of the complaint, Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). In reviewing a motion to dismiss, a court 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." Lum, 361 F.3d at 221 n.3. The motion will only be properly granted when, taking all factual allegations and inferences drawn therefrom as true, the moving party is entitled to judgment as a matter of law. Markowitz v. Ne. Land Co., 906 F.2d 100, 103 (3d Cir. 1990). The burden is on the moving party to show that no claim has been stated. Johnsrud v. Carter, 620 F.2d 29, 33 (3d Cir. 1980). Thus, the moving party must show that the plaintiff has failed to "set forth sufficient information to outline the elements of his claim or to permit inferences to be drawn that those elements exist." Kost, 1F.3d at 183 (citations omitted). A court, however, "need not credit a complaint's 'bald assertions' or 'legal conclusions' when deciding a motion to dismiss." Morse v. Lower Merion Sch. Dist., 132 F.3d 902, 906, 908 (3d Cir. 1997). While the Rule 12(b)(6) standard does not require "detailed factual allegations," there must be a "'showing,' rather than a blanket assertion of entitlement to relief. . . . '[F]actual allegations must be enough to raise a right to relief above the speculative level.'" Phillips, 515 F.3d at 231-32 (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007)). Put otherwise, a civil complaint must "set out 'sufficient factual matter' to show that the claim is facially plausible." Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009) (quoting Ashcroft v. Iqbal, 129 S. Ct. 1937, 1955 (2009)).

III. DISCUSSION

A. The SEC Defendants' Motion to Dismiss

The SEC Defendants filed a motion to dismiss the unjust enrichment and quantum meruit claims raised against them for failure to state a claim upon which relief can be granted. (Doc. No. 19.) The SEC Defendants argue that Plaintiff cannot state a claim for unjust enrichment, because the contractual relationship between Plaintiff and the SEC Defendants is set forth in the Agreements. (Id. ¶ 8.) With respect to the claim for quantum meruit, the SEC Defendants argue that Plaintiff cannot state a claim because Pennsylvania law does not recognize a claim for both unjust enrichment and quantum meruit. (Id. ¶ 12.)

1. Unjust Enrichment

First, the SEC Defendants argue that Plaintiff cannot state a claim for unjust enrichment because "the terms of the Agreements define the respective rights, duties, and expectations of" the parties, and in Pennsylvania, "the doctrine of unjust enrichment is inapplicable when the relationship between the parties is founded upon a written or express contract." (Doc. No. 22 at 5 (quoting Leder v. Shinfeld, 609 F. Supp. 2d 386, 408 (E.D. Pa. 2009)).) The SEC Defendants state that the existence of the Agreements is not in dispute, nor is the binding nature of the Agreements, and thus Plaintiff's unjust enrichment claim is unavailable, even if pleaded in the alternative. (Id.)

Plaintiff responded, arguing that breach of contract and unjust enrichment claims may be pleaded in the alternative, pursuant to Federal Rule of Civil Procedure 8(d)(2). (Doc. No. 24 at 6.) Plaintiff cited Cornell Cos. v. Borough of New Morgan, 512 F. Supp. 2d 238, 265 (E.D. Pa. 2007), for the proposition that, at the motion to dismiss stage, a plaintiff's "claim for unjust enrichment is an appropriate alternative avenue for relief for the plaintiff to seek in the event no valid contract existed between [the parties]." Plaintiff explained, "[a]t this early stage, it is unknown whether the SEC Defendants agree that Plaintiff's entire claim is subject to the terms and conditions of a contract, as the SEC Defendants have not filed an Answer to Count I (Breach of Contract)." (Doc. No. 24 at 8.)

The SEC Defendants filed a reply memo, in which they reiterate their concession that "the Agreements are valid contracts that clearly govern the relationship between the parties." (Doc. No. 27 at 5.) The SEC Defendants argue that Cornell stands for the proposition that alternative pleading is permitted "in the event that no valid contract existed between [the parties]." (Id. (citing Cornell, 512 F. Supp. 2d at 265).) To that end, the SEC Defendants argue that the unjust enrichment claim should be dismissed because the relationship between the parties is "'clearly predicated' on an express agreement." (Id. (quoting Leder, 609 F. Supp. 2d at 408 (holding that an unjust enrichment claim should be dismissed under Rule 12(b)(6) because the relationship between plaintiff and defendants was clearly predicated on an express agreement)).)

While unjust enrichment claims and contract claims can be pleaded as alternative theories in the event that no valid contract existed between the parties, the existence and validity of the Agreements is not in dispute in this case. Discovery is not necessary to determine whether a valid and enforceable contract exists between the SEC Defendants and Plaintiff, because the SEC Defendants have conceded the existence and binding nature ...


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