The opinion of the court was delivered by: Judge Caputo
Presently before the Court is Defendant Diversified Information Technologies f/k/a Diversified Records Services, Inc.'s ("Diversified) Motion to Dismiss the Amended Complaint (Doc. 8) filed by Plaintiff Polygon US Corporation ("Polygon"). Polygon commenced this action alleging breach of contract, violations of Pennsylvania's Contractor and Subcontractor Payment Act ("CASPA"), 73 Pa. Stat. Ann. §§ 501, et seq., unjust enrichment, and quantum meruit arising out of work performed by Polygon at two Diversified-owned properties. Diversified has moved to dismiss the CASPA claims for failure to state a claim upon which relief can be granted. Additionally, Diversified seeks dismissal of the Amended Complaint because Polygon failed to join an indispensable party, Affiliated FM. Because Polygon sufficiently alleges its CASPA claims and Affiliated FM is not an indispensable party to this action, Diversified's motion to dismiss will be denied.
The facts as alleged in the Amended Complaint are as follows: Polygon, a Delaware corporation with its principal place of business in Massachusetts, supplies the material, labor, and equipment necessary to perform, among other things, drying of residential, commercial, and industrial structures and of the contents and records within those structures. (Am. Compl., ¶¶ 1, 5.) Polygon supplied the material, labor, and equipment necessary to perform drying and dehumidification at two Diversified properties located in West Pittston, Pennsylvania: the "Delaware Property" and the "Linden Property". (Id. at ¶ 6.) Additionally, Polygon performed drying of contents and records located in the Delaware Property. (Id.)
In or about September 2011, Diversified contacted Polygon to provide all equipment, labor, and materials necessary to perform structural drying at the Delaware Property and to perform packing, removal, drying, reboxing, storage, and delivery of documents within the Delaware Property. Quotes for the work, purchase orders, and change orders resulted in the formation of the "Delaware Contract." (Id. at ¶ 7.) Work on the Delaware Property was performed from September 2011 through and including January 2012. (Id. at ¶ 8.) Polygon ultimately invoiced Diversified $1,155,457.55 for the work. (Id. at ¶ 9.) Despite demand, Diversified has only paid Polygon $445,000.00 to date. (Id. at ¶¶ 10-11.)
In October 2011, Diversified contacted Polygon to provide all equipment, labor, and materials necessary to perform strucutral drying at the Linden Property. (Id. at ¶ 14.) The work was performed pursuant to the "Linden Contract." (Id.) The work on the Linden Property was performed in October 2011. (Id. at ¶ 15.) On November 11, 2011, Polygon provided Diversified with an invoice for $119,858.72 for the work at the Linden Property. (Id. at ¶ 16.) Despite demand, Diversified has refused to pay the invoiced amount. (Id. at ¶ 19.)
Polygon further alleges that it performed all work in a good and workmanlike manner. (Id. at ¶ 21.) Additionally, all conditions precedent to Polygon's right to payment have been satisfied. (Id. at ¶ 22.) Because it did not receive full payment, Plaintiff commenced this action alleging breach of contract, violations of CASPA, unjust enrichment, and quantum meruit. (Id.)
On June 19, 2012, Diversified filed the instant motion to dismiss the Amended Complaint. (Doc. 8.) Diversified argues that Plaintiff fails to state claims under CASPA because: (1) the "pack out" was not an improvement to the building under the definitions of CASPA; (2) the rental of dehumidification equipment is not covered by CASPA, and (3) no valid, signed contract has been produced by Polygon. (Doc. 9.) Diversified also argues that this action should be dismissed because Polygon failed to join an indispensable party to this action. Diversified's motion to dismiss has now been fully briefed and is ripe for disposition.
1. Motion to Dismiss Pursuant to 12(b)(6)
Federal Rule of Civil Procedure 12(b)(6) 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). When considering a Rule 12(b)(6) motion, the Court's role is limited to determining if a plaintiff is entitled to offer evidence in support of their claims. See Semerenko v. Cendant Corp., 223 F.3d 165, 173 (3d Cir. 2000). The Court does not consider whether a plaintiff will ultimately prevail. See id. A defendant bears the burden of establishing that a plaintiff's complaint fails to state a claim. See Gould Elecs. v. United States, 220 F.3d 169, 178 (3d Cir. 2000).
"A pleading that states a claim for relief must contain . . . a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a). The statement required by Rule 8(a)(2) must give the defendant fair notice of what the . . . claim is and the grounds upon which it rests. Erickson v. Pardus, 551 U.S. 89, 93, 127 S. Ct. 2197, 167 L. Ed. 2d 1081 (2007) (per curiam) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). Detailed factual allegations are not required. Twombly, 550 U.S. at 555. However, mere conclusory statements will not do; "a complaint must do more than allege the plaintiff's entitlement to relief." Fowler v. UPMC Shadyside, 578 F.3d 203, 210 (3d Cir. 2009). Instead, a complaint must "show" this entitlement by alleging sufficient facts. Id. "While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations." Ashcroft v. Iqbal, 556 U.S. 662, 129 S. Ct. 1937, 1950, 173 L. Ed. 2d 868 (2009). As such, "[t]he touchstone of the pleading standard is plausability." Bistrian v. Levi, - - - F.3d - - - , 2012 WL 4335958, at *8 (3d Cir. Sept. 24, 2012).
The inquiry at the motion to dismiss stage is "normally broken into three parts: (1) identifying the elements of the claim, (2) reviewing the complaint to strike conclusory allegations, and then (3) looking at the well-pleaded components of the complaint and evaluating whether all of the elements identified in part one of the ...