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Grant Manufacturing & Alloying, Inc. v. Recycle Is Good LLC

August 7, 2012


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


Presently before the Court is Defendant Recycle is Good LLC's Motion to Dismiss Plaintiff's Complaint Pursuant to Fed. R. Civ. P. 12(b)(6) or in the Alternative, Motion for More Definite Statement Pursuant to Fed. R. Civ. P. 12(e). (ECF No. 12.) For the following reasons, Defendant's Motion will be denied.


Plaintiff Grant Manufacturing & Alloying, Inc. brings this action against Defendant Recycle is Good LLC, alleging breach of contract related to its sale of scrap metal to Defendant. Plaintiff is a manufacturer of tin and tin alloys and specialty products. (Compl. ¶ 6, ECF No. 1.) Defendant is a company that buys and sells non-ferrous scrap metal and precious metals and specializes in the processing and recycling of scrap metal. (Id. at ¶ 7.) Sometime prior to December 15, 2010, Defendant contacted Plaintiff with regard to purchasing tin/lead scrap metal material, commonly referred to in the industry as "dross." (Id. at ¶ 8.)

On December 15, 2010, Defendant's representative, Anthony Kest, emailed Plaintiff's representative, Joe Guarini, a proposal for the purchase of Defendant's scrap metal. (Id. at ¶ 11 & Ex. A.)*fn1 The email set forth a processing charge of $0.20 per pound and prices per pound for various types of metals recovered from the dross. (Compl. ¶ 11 & Ex. A.) Plaintiff alleges that on or about December 15, 2010, the same date on which Defendant sent the proposal, Plaintiff advised Defendant "of the typical content of [Plaintiff's] dross[,] the recovery rates that [Plaintiff] typically realized from its dross . . . and that [Plaintiff] expected that the dross it provided would have the same content and same recovery rates." (Id. at ¶ 12.) Plaintiff further alleges that Defendant "accepted and agreed to [Plaintiff's] typical content and recovery rate representations." (Id.)

Shortly after the December 15 proposal was sent, Plaintiff prepared approximately 32,000 pounds of dross for Defendant to pick up and process. (Id. at ¶ 13.) Defendant paid Plaintiff $50,000 as a deposit for the dross. (Id.) Plaintiff claims that the December 15 email, together with Defendant's acceptance of Plaintiff's representation about the typical content and recovery rate of its dross, constituted the material terms of the contract between the parties. (Id. at ¶ 14.) Plaintiff further claims that it accepted Defendant's proposal when it prepared the shipment of dross for Defendant to pick up. (Id. at ¶ 13.)

On January 12, 2011, Defendant emailed Plaintiff about the processing of Plaintiff's dross. (Id. at ¶ 15 & Ex. B.)*fn2 In the email, Defendant changed the processing charge from $0.20 per pound to $0.40 per pound. (Compl. ¶ 15.) The email also purports to set forth recovery rates for the metals found in Plaintiff's dross that Plaintiff alleges were substantially less than the recovery rates upon which the parties agreed. (Id.) Defendant refers to the increase charges as "settlement numbers." (Id. at Ex. B.) According to the purported settlement numbers, Defendant owed Plaintiff $25,122.20 for the dross. (Id.) Plaintiff alleges that it was, in fact, owed $101,918.57, based upon the December 15 email and Plaintiff's representation about the content and recovery rates of its dross. (Id. at ¶ 17.) Plaintiff claims that Defendant's January 12 email constitutes a breach of the December 15, 2010 contract between the parties. (Id. at ¶ 18.)

On May 12, 2011, Plaintiff filed a Complaint asserting one count for breach of contract. (Compl.) On June 30, 2011, Defendant filed a motion to strike paragraphs of the Complaint under Rule 12(f) of the Federal Rules of Civil Procedure. (ECF No. 3.) In the motion to strike, Defendant requested that the Court strike the January 12 email and certain paragraphs contained in the Complaint on the basis that they constituted settlement negotiations. (Id. at 3-5.) On November 30, 2011, we entered a Memorandum and Order denying Defendant's motion to strike. (ECF Nos. 10, 11.) Defendant filed the instant Motion on December 9, 2011. (Def.'s Mot., ECF No. 12.) Plaintiff filed a response to the Motion on December 30, 2011. (Pl.'s Resp., ECF No. 13.)


A. Motion to Dismiss

Rule 12(b)(6) of the Federal Rules of Civil Procedure provides for the dismissal of a complaint, in whole or in part, for failure to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). A Rule 12(b)(6) motion tests the sufficiency of the complaint against the pleading requirements of Federal Rule of Civil Procedure 8. Under Rule 8(a), a complaint must contain a "short and plain statement of the claim showing that the pleader is entitled to relief," Fed. R. Civ. P. 8(a), "in order to give the defendant fair notice of what the . . . claim is and the grounds upon which it rests," Bell Atl. Corp. v. Twombly, 550 U.S. 554, 555 (2007) (citation omitted). "To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009) (quoting Twombly, 550 U.S. at 570). A complaint that merely alleges entitlement to relief, without alleging facts that show entitlement, must be dismissed. See Fowler v. UPMC Shadyside, 578 F.3d 203, 211 (3d Cir. 2009). Courts need not accept "[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements . . . ." Iqbal, 129 S. Ct. at 1949. "While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations." Id. at 1950. This "'does not impose a probability requirement at the pleading stage,' but instead 'simply calls for enough facts to raise a reasonable expectation that discovery will reveal evidence of' the necessary elements." Phillips v. Cnty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008) (quoting Twombly, 550 U.S. at 556).

Pursuant to Rule 12(b)(6), all factual allegations, and reasonable inferences to be drawn therefrom, are viewed in the light most favorable to Plaintiff, the nonmoving party. McTernan v. City of York, 577 F.3d 521, 526 (3d Cir. 2009); Phillips, 515 F.3d at 233; see also Iqbal, 129 S. Ct. at 1949 ("When assessing whether the complaint satisfies [the 12(b)(6)] standard, courts must treat a complaint's allegations as true.").

B. Motion for a More Definite Statement

Federal Rule of Civil Procedure 12(e) permits a party to move for a more definite statement of a pleading "which is so vague or ambiguous that the party cannot reasonably prepare a response." Fed. R. Civ. P. 12(e). Because Rule 8 only requires a short and plain statement of the claim, Rule 12(e) motions are "highly disfavored." Country Classics at Morgan Hill Homeowners' Ass'n v. Country Classics at Morgan Hill, LLC, 780 F. Supp. 2d 367, 371 (E.D. Pa. 2011). "The class of pleadings that are appropriate subjects for a motion under Rule 12(e) is quite small-the pleading must be sufficiently intelligible for the court to be able to make out one or more potentially viable legal theories on which the claimant might proceed." Sun Co. v. Badger Design & Constructors, 939 F. Supp. 365, 374 (E.D. Pa. 1996) (quoting 5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure ยง 1376 (1990)); see also Wood & Locker, Inc. v. Doran & Assocs., 708 F. Supp. 684, 691 (W.D. Pa. 1989) ("The basis for granting such a motion is unintelligibility, not lack of detail."). Rule 12(e) motions are not substitutes for the discovery process. See Steinberg v. Guardian Life Ins. Co., 486 F. Supp. 122, 123 (E.D. Pa. 1980) (denying motion for a more definite statement where complaint was not so vague or ambiguous ...

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