United States District Court, W.D. Pennsylvania
J. Schwab United States District Judge.
before the Court in this Declaratory Judgment/Breach of
Contract action is a Motion to Dismiss and Brief in Support
filed by Defendant pursuant Fed.R.Civ.P. 12(b)(6). ECF 14,
16. Plaintiff has filed a Brief in Opposition. ECF 22. The
matter is ripe for disposition.
in this matter is predicated upon 28 U.S.C. § 1332,
given that Plaintiff is an Ohio Limited Partnership,
Defendant is a Delaware limited liability company, and the
amount in controversy exceeds $75, 000.00. Because: (1) the
contract at issue involved the sale of real estate in the
Commonwealth of Pennsylvania; (2) the contract indicates that
the governing law shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania; and (3) the Parties
to this lawsuit agree, Pennsylvania law controls the
substantive issues raised by Defendant herein.
following facts, taken from the Complaint and the documents
attached thereto, are accepted as true solely for the purpose
of adjudicating Defendant's Motion to Dismiss.
26, 2016, Plaintiff and Defendant entered into an agreement
for the sale of real property located in Butler County,
Pennsylvania, at 400 Greenwood Plaza
(“Agreement”). ECF 1, ¶ 8. Defendant was the
“Seller” of the real property, and Plaintiff was
the “Buyer.” ECF 1-2.
4.5 of the Agreement reads as follows:
4.5 Closing Costs and Charges. Seller shall be responsible
for the cost of all state, county and local transfer or
documentary stamp taxes. Buyer shall be responsible for: (i)
all escrow fees and recording fees; (ii) the cost of any
survey obtained by Buyer; and (iii) such title insurance as
Buyer shall desire to obtain. Each party shall bear its own
legal, accounting, and other professional fees.
closing date was October 5, 2017, and the total realty
transfer tax was $201, 500.00. ECF 1, ¶ 17. Although the
Agreement indicated that Defendant-Seller was to pay the
realty transfer tax, Plaintiff paid one-half of the tax under
protest at the closing. ECF 1, ¶ 36.
STANDARD OF REVIEW
considering a Rule 12(b)(6) motion, Federal Courts require
notice pleading, as opposed to the heightened standard of
fact pleading. Fed.R.Civ.P. 8(a)(2) requires only
“‘a short and plain statement of the claim
showing that the pleader is entitled to relief, ' in
order to ‘give the defendant fair notice of what the .
. . claim is and the grounds on which it rests.'”
Bell Atlantic Corp. v. Twombly, 550 U.S. 554, 555
(2007) (quoting Conley v. Gibson, 355 U.S. 41, 47
upon the landmark United States Supreme Court decisions in
Twombly and Ashcroft v. Iqbal, 556 U.S. 662
(2009), the United States Court of Appeals for the Third
Circuit explained that a District Court must undertake the
following three steps to determine the sufficiency of a
First, the court must take note of the elements a plaintiff
must plead to state a claim. Second, the court should
identify allegations that, because they are no more than
conclusions, are not entitled to the assumption of truth.
Finally, where there are well-pleaded factual allegations, a
court should assume their veracity ...