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Horse Soldier, LLC v. Tharpe

United States District Court, M.D. Pennsylvania

October 17, 2014

THE HORSE SOLDIER, LLC, Plaintiff.
v.
DONALD THARPE and BALA CYNWYD, LTD., Defendants.

MEMORANDUM

CHRISTOPHER C. CONNER, Chief District Judge.

Presently before the court in the above-captioned matter is the motion (Doc. 30) to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief can be granted, filed by defendants Donald Tharpe ("Tharpe") and Bala Cynwyd, Ltd. ("Bala Cynwyd") (collectively, "defendants"). Defendants seek dismissal of plaintiff The Horse Soldier, LLCs ("Horse Soldier") amended complaint (Doc. 24), wherein Horse Soldier asserts claims for breach of contract and unjust enrichment against defendants and joins Bala Cynwyd as a defendant. Defendants move in the alternative for a more definite statement of Horse Soldiers breach of contract claim pursuant to Rule 12(e). Additionally, defendants move to strike allegedly immaterial, impertinent, and scandalous matter in the amended complaint pursuant to Rule 12(f). For the reasons that follow, the court will deny the motion in its entirety.

I. Factual Background & Procedural History[1]

Horse Soldier is a Pennsylvania limited liability corporation that collects, displays, and sells antique military artifacts from its store in Gettysburg, Pennsylvania. (Doc. 24 ¶¶ 2, 5). Sometime in or near 1995, Horse Soldier learned that certain rare artifacts were for sale (the "artifacts"), including a coat and a cup formerly owned by Civil War general Ulysses S. Grant. ( Id. ¶ 7). After verifying the authenticity of the artifacts, Horse Soldier "decided to purchase the [a]rtifacts for its business, but needed additional funding." ( Id. ¶ 8). Horse Soldier approached Tharpe, with whom it had previously conducted business. ( Id. ¶ 9).

Horse Soldier, third party Dennis Lowe, and Tharpe entered into an oral contract (the "agreement") "in which... Tharpe agreed to contribute money to help [Horse Soldier] purchase the [a]rtifacts." ( Id. ¶ 13). Pursuant to the agreement, Tharpe would collect ten percent interest annually on the amount financed until the artifacts were sold, with the maximum interest collected not to exceed $160, 000. ( Id. ¶ 14). The parties determined that the profits from the sale of any and all artifacts would be divided as follows: twenty-five percent to Horse Soldier; fifty-five percent to Tharpe; and twenty percent to Dennis Lowe. ( Id. ¶ 15).

In reliance on the agreement, Horse Soldier purchased the artifacts and transported them to its store in Gettysburg, Pennsylvania. ( Id. ¶ 16). Three weeks later, Tharpe requested permission to display several of the artifacts at his home in Virginia. ( Id. ¶ 17). Horse Soldier granted Tharpes request, allowing him to take possession of several of the artifacts "until the parties agreed to sell" them. ( Id. ¶ 18).

Sometime thereafter, Tharpe sold the artifacts in his possession for approximately $1, 846, 750. ( Id. ¶ 19). The coat formerly owned by Ulysses S. Grant sold for approximately $1, 000, 000. (Id.) The similarly historied cup sold for approximately $100, 000. (Id.) Tharpe was obligated under the terms of the agreement to notify Horse Soldier of any pending sale and to pay Horse Soldier twenty-five percent of all profits. ( Id. ¶¶ 20, 22). Tharpe failed to meet these obligations. ( Id. ¶¶ 19, 21).

Horse Soldier avers that it learned of Tharpes actions in or around "early 2010, " years after the artifacts were sold. ( Id. ¶¶ 24-25). Upon learning of the sale, Horse Soldier contacted Tharpe to demand its share of the profits. ( Id. ¶ 26). Tharpe refused to pay Horse Soldier. ( Id. ¶ 27). The parties then agreed to submit their dispute to a panel of two arbiters and to be bound thereafter by the arbiters decision. ( Id. ¶ 29). On June 6, 2011, the arbiters upheld the validity of the agreement, finding that Tharpe owed Horse Soldier twenty-five percent of the profits from the sale of the artifacts. ( Id. ¶ 30). To date, Tharpe has submitted no portion of the profits to Horse Soldier. ( Id. ¶ 32).

Horse Soldier filed the instant action in the Adams County Court of Common Pleas on October 29, 2013, asserting claims for breach of contract and unjust enrichment against Tharpe. (See Doc. 1, Ex. A). Tharpes counsel subsequently informed Horse Soldier that at all times relevant to the matter sub judice, Tharpe was acting on behalf of corporate entity Bala Cynwyd. (Doc. 24 ¶¶ 10-11). On November 27, 2013, Tharpe removed the case to this court on the basis of diversity jurisdiction. See 28 U.S.C. §§ 1332(a), 1441. On February 6, 2014, the court granted Horse Soldiers motion requesting leave to file an amended complaint. (Docs. 20, 23).

Horse Soldier filed its amended complaint on February 6, 2014, joining Bala Cynwyd as a defendant and asserting claims for breach of contract and unjust enrichment against defendants.[2] (Doc. 24 ¶¶ 33-41). On March 4, 2014, defendants responded with the instant motion. (Doc. 30). Defendants first move to dismiss the amended complaint for failure to state a claim pursuant to Rule 12(b)(6). ( Id. at 1-2). In the alternative, defendants seek a more definite statement of the breach of contract claim pursuant to Rule 12(e). ( Id. at 2). Further, defendants move to strike allegedly immaterial, impertinent, and scandalous matter pursuant to Rule 12(f). (Id.) The motion is fully briefed (Docs. 31, 32, 34) and ripe for disposition.

II. Standard of Review

A. Motion to Dismiss

Rule 12 of the Federal Rules of Civil Procedure enumerates various defenses and objections a party may raise in response to a pleading and the manner in which such defenses and objections are to be asserted. See FED. R. CIV. P. 12. Federal Rule of Civil Procedure 12(b)(6) provides for the dismissal of complaints that fail to state a claim upon which relief may be granted. FED. R. CIV. P. 12(b)(6). When ruling on a motion to dismiss under Rule 12(b)(6), the court must "accept all factual allegations as true, construe the complaint in the light most favorable to the plaintiff, and determine, whether under any reasonable reading of the complaint, the plaintiff may be entitled to relief." Gelman v. State Farm Mut. Auto. Ins. Co. , 583 F.3d 187, 190 (3d Cir. 2009) (quoting Phillips v. Cnty. of Allegheny , 515 F.3d 224, 233 (3d Cir. 2008)); see also Kanter v. Barella , 489 F.3d 170, 177 (3d Cir. 2007) (quoting Evancho v. Fisher , 423 F.3d 347, 350 (3d Cir. 2005)). In addition to reviewing the facts contained in the complaint, the court may also consider "matters of public record, orders, exhibits attached to the complaint and items appearing in the record of the case." Oshiver v. Levin, Fishbein, Sedran & Berman , 38 F.3d 1380, 1384 n.2 (3d Cir. 1994); Pension Ben. Guar. Corp. v. White Consol. Indus., Inc. , 998 F.2d 1192, 1196 (3d Cir. 1993).

Federal notice and pleading rules require the complaint to provide "the defendant fair notice of what the... claim is and the grounds upon which it rests." Phillips , 515 F.3d at 232 (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 555 (2007)). To test the sufficiency of the complaint, the court must conduct a three-step inquiry. See Santiago v. Warminster Twp. , 629 F.3d 121, 130-31 (3d Cir. 2010). In the first step, "the court must 2017tak[e] note of the elements a plaintiff must plead to state a claim.'" Id. at 130 (quoting Iqbal, 556 U.S. at 675). Next, the factual and legal elements of a claim should be separated; well-pleaded facts must be accepted as true, while mere legal conclusions may be disregarded. Id. at 131; see also Fowler v. UPMC Shadyside , 578 F.3d 203, 210-11 (3d Cir. 2009). Once the court isolates the well-pleaded factual allegations, it must determine whether they are sufficient to show a "plausible claim for relief." Iqbal, 556 U.S. at 679 (citing Twombly , 550 U.S. at 556); Twombly , 550 U.S. at 555 (requiring plaintiffs to allege facts sufficient to "raise a right to relief above the speculative level"). A claim "has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 556 U.S. at 678.

B. Motion for a More Definite Statement

Federal Rule of Civil Procedure 12(e) states that "[a] party may move for a more definite statement of a pleading to which a responsive pleading is allowed but which is so vague or ambiguous that the party cannot reasonably prepare a response." FED. R. CIV. P. 12(e). A Rule 12(e) motion must "point out the defects complained of and the details desired." FED. R. CIV. P. 12(e); see also Thomas v. Independence Twp. , 463 F.3d 285, 301 (3d Cir. 2006). Rule 12(e) motions "are generally disfavored, and should [be granted only] if a pleading is unintelligible, making it virtually impossible for the opposing party to craft a responsive pleading." Smith v. Miller, No. 1:09-CV-11762010, 2010 WL 2196428, at *2 (M.D. Pa. May 26, 2010) (Conner, C. J.) (quoting Synagro-WWT, Inc. v. Rush Twp. , 204 F.Supp.2d 827, 849 (M.D. Pa. 2003)); Sabugo-Reyes v. Travelers Indemnity Co. of Ill., No. CIV.A.99-5755, 2000 WL 62627, ...


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