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T&R Battle Creek Ltd. Partnership v. UG Butler PA, LLC

United States District Court, W.D. Pennsylvania

July 20, 2017

T&R BATTLE CREEK LIMITED PARTNERSHIP, Plaintiff,
v.
UG BUTLER PA, LLC, Defendant.

          MEMORANDUM OPINION

          Arthur J. Schwab United States District Judge.

         Currently 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.

         Jurisdiction 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.

         I. FACTUAL BACKGROUND

         The 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.

         On July 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.

         Section 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.

ECF 1-2.

         The 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.

         II. STANDARD OF REVIEW

         In 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 (1957)).

         Building 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 complaint:

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 ...

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