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Pride Mobility Products Corp. v. Comfort Medical Supply, LLC

United States District Court, Third Circuit

May 30, 2013

PRIDE MOBILITY PRODUCTS CORP., Plaintiff,
v.
COMFORT MEDICAL SUPPLY, LLC, CRAIG DALEY, and LARA COPELLO Defendants.

MEMORANDUM OPINION

ROBERT D. MARLANI, District Judge.

I. Introduction

Before the Court is Defendant Daley's Motion to Dismiss, and in the alternative, Motion for Summary Judgment. (Doc. 4). For the reasons set forth below, the Court will deny the motion.

II. Factual Allegations and Procedural History

Plaintiff Pride Mobility Products ("Pride") is a Pennsylvania corporation that "engages in the manufacturing and distribution of mobility products including scooters and lift chairs." (Complaint ("Compl."), Doc. 1, Ex. A, ¶¶ 1-2). Defendant Comfort Medical Supply ("CMS") is a Florida limited liability company with three members and principals, two of whom include Defendant Daley and Defendant Copello (who are husband and wife). ( ld. at ¶¶ 3-4). For years, Pride supplied CMS with mobility products and in 2006, CMS and its principals "applied for and received a credit account from Pride Mobility for the purchase of equipment which obligated CMS to make prompt payment when due as indicated on each invoice." ( ld. at ¶¶ 5-8; see also Exs. A, B to Compl.).

In addition, CMS also entered an Inventory Financing Security Agreement with Pride in December 2006 "wherein CMS agreed to give Pride Mobility an all asset security interest in exchange for the extension of credit by Pride for purchase of Pride products." ( Id. at ¶ 9, see also Ex. C to Compl.). "In 2007, Pride filed a UCC relative to the security interest given in the 2006 Inventory Financing Security Agreement as well as a Continuation in 2012." ( ld. at ¶ 10; see also Ex. D to Compl.).

"Also in December 2006, Defendants Craig Daley and Lara Copello executed a blanket Guaranty and Suretyship Agreement wherein each unconditionally guaranteed to Pride:"

... the prompt and punctual payment of all sums due from Debtor [CMS] to Pride, as well as any and all damages including collection fees and all legal expenses that may arise in consequence of the failure of Debtor to make such payments when due.... Guarantor acknowledges that this Guaranty and Suretyship applies to any and all debts existing as of the date of this Agreement from Debtor to Pride, any and all debts about to be incurred by Debtor in favor of Pride reasonably contemporaneous with the execution of this Agreement, and any and all debts arising out of the sale of products from Pride to Debtor as afore referenced.

( ld. at ¶ 11; see also Ex. E to Compl.). As of December 13, 2012, CMS had "a total outstanding accounts receivables balance of $784, 348.59 for products ordered and received on the credit account including a finance charge of $15, 918.22." ( ld. at ¶ 14; see also Ex. G to Compl.).

Count I of Plaintiff's Complaint alleges a breach of contract claim against CMS, Count II alleges an unjust enrichment claim against CMS, and Count III alleges a breach of personal guaranty agreement claim against Defendants Daley and Copello. Defendant Daley's Motion to Dismiss (Doc. 4) seeks dismissal of Count III against him.

In support of his motion, Defendant Daley attaches three exhibits which purportedly prove that the December 2006 Personal Guaranty was no longer in force and had been superseded by new agreements in 2008 and 2012. ( See Doc. 13, Exs. 2-4). Defendant Daley avers that by 2008, the parties "virtually stopped doing business except for ordering replacement parts." (Doc. 13 at 4). In a letter dated January 31, 2008, "Daley told Pride that Comfort Medical would resume ordering product from Pride, but only if Pride terminated all obligations under the 2006 Personal Guaranty." ( ld. ; see also Ex. 2 to Doc. 13). Daley's terms were "NOT subject to negotiation." (Ex. 2 to Doc. 13). Daley states that Pride agreed to these terms and that on October 22, 2012, the parties "renegotiated the terms of anew credit account titled, Restructure/payment Agreement, '" which omitted any mention of personal guaranties[1] by Daley. (Doc. 13 at 4; see also Exs. 3 and 4 to Doc. 13).

III. Standard of Review

A complaint must be dismissed under FED. R. CIV. P. 12(b)(6), if it does not allege "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). The plaintiff must aver "factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009).

"Though a complaint does not need detailed factual allegations, ... a formulaic recitation of the elements of a cause of action will not do.'" DelRio-Mocci v. Connolly Prop. Inc., 672 F.3d 241, 245 (3d Cir. 2012) (citing Twombly, 550 U.S. at 555). In other words, "[f]actual allegations must be enough to raise aright to relief above the speculative level." Covington v. Int'l Ass'n of Approved Basketball Officials, 710 F.3d 114, 118 (3d Cir. 2013) (internal citations and quotation marks omitted). A court "take[s] as true all the factual allegations in the Complaint and the reasonable inferences that can be drawn from those facts, but... disregard[s] legal conclusions and threadbare recitals of the elements of a cause of ...


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