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Cooper-Booth Transportation Co. LP v. Daimler Trucks of North America LLC

United States District Court, E.D. Pennsylvania

April 23, 2018

COOPER-BOOTH TRANSPORTATION COMPANY, L.P., Plaintiff,
v.
DAIMLER TRUCKS OF NORTH AMERICA, LLC, and DETROIT DIESEL CORPORATION, Defendants.

          OPINION DEFENDANT DETROIT DIESEL CORPORATION'S MOTION TO DISMISS, ECF NO. 12—GRANTED IN PART DEFENDANT DAIMLER TRUCKS OF NORTH AMERICA, LLC'S MOTION TO DISMISS, ECF NO. 13—GRANTED IN PART

          JOSEPH F. LEESON, JR. United States District Judge.

         I. BACKGROUND

         Plaintiff Cooper-Booth Transportation Co. bought nine Daimler box trucks, with Detroit Diesel engines, in March and April of 2013. Complaint ¶ 9, ECF No. 1. Cooper-Booth alleges that the purchase was subject to an express Basic Warranty, by which Defendant Daimler Trucks of North America, LLC, and Defendant Detroit Diesel Corporation warranted the trucks against defects for 24 months from the date of purchase plus an additional 36 months for specific component parts. Compl. ¶ 10. This warranty covered any repairs due to defects, and was supplemented by additional warranties in Daimler and Detroit Diesel's warranty booklets and owner's manual. Compl. ¶¶ 10-11. Cooper-Booth alleges that the trucks exhibit “debilitating powertrain defects” affecting the fuel injectors, diesel oxidation catalysts, and electronic control modules. Compl. ¶ 13. The fleet was out of service for repairs for over fifty days, which caused Cooper-Booth to lose profits. Compl. ¶¶ 14, 16. Cooper-Booth alleges that Daimler and Detroit Diesel have refused to honor the warranties covering the defects. Compl. ¶ 15. In its Complaint, filed in August 2017, Cooper-Booth brings three claims against both Defendants: (1) breach of express warranties; (2) breach of implied warranties; and (3) breach of contract, seeking to recover repair expenses and lost profits.

         Both Defendants have filed motions to dismiss, arguing that Cooper-Booth's warranty claims are untimely and that Defendants disclaimed warranties. They attach to their motions documents they allege to be the operative warranty agreements on which Cooper-Booth bases its claims. However, Cooper-Booth contends that it never saw these documents and that they do not reflect the warranties as Cooper-Booth understood them.

         This Court concludes that Cooper-Booth's express warranty claims are timely, but that the statute of limitations bars its implied warranty claims. Additionally, Cooper-Booth's breach of contract claim is duplicative of the warranty claims. Therefore, this Court grants Defendants' motions in part, and Cooper-Booth may proceed on its express warranty claims.

         II. LEGAL STANDARD

         In rendering a decision on a motion to dismiss, this Court must “accept all factual allegations as true [and] construe the complaint in the light most favorable to the plaintiff.” Phillips v. Cnty. of Allegheny, 515 F.3d 224, 233 (3d Cir. 2008) (quoting Pinker v. Roche Holdings Ltd., 292 F.3d 361, 374 n.7 (3d Cir. 2002)) (internal quotation marks omitted). Only if “the ‘[f]actual allegations . . . raise a right to relief above the speculative level'” has the plaintiff stated a plausible claim. Id. at 234 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 540, 555 (2007)). However, “the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (explaining that determining whether a complaint states a plausible claim for relief . . . [is] a context-specific task that requires the reviewing court to draw on its judicial experience and common sense”). The defendant bears the burden of demonstrating that a plaintiff has failed to state a claim upon which relief can be granted. Hedges v. United States, 404 F.3d 744, 750 (3d Cir. 2005) (citing Kehr Packages, Inc. v. Fidelcor, Inc., 926 F.2d 1406, 1409 (3d Cir. 1991)).

         III. ANALYSIS

         A. Attachments to Motions to Dismiss

         Because the viability of Cooper-Booth's claims depends on an analysis of the applicable warranties, this Court must first determine which warranties to analyze. Defendants both attach documents to their motions to dismiss that they offer as the warranty contracts that cover Cooper-Booth's trucks. Cooper-Booth responds that it never received the documents Defendants attach and that they do not reflect the terms of the warranties as Cooper-Booth understood them.

         “In deciding motions to dismiss pursuant to Rule 12(b)(6), courts generally consider only the allegations in the complaint, exhibits attached to the complaint, matters of public record, and documents that form the basis of a claim.” Lum v. Bank of Am., 361 F.3d 217, 222 n.3 (3d Cir. 2004). This Court has the option to convert Defendants' motions to dismiss into motions for summary judgment and consider matters outside the pleadings, as long as all parties receive a reasonable opportunity to present all material pertinent to a Rule 56 motion. See Fed. R. Civ. P. 12(d). “Documents that the defendant attaches to the motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to the claim; as such, they may be considered by the court” without converting a 12(b)(6) motion into a motion for summary judgment, provided that neither party disputes the document's authenticity. Pryor v.

         NCAA, 288 F.3d 548, 560 (3d Cir. 2002) (quoting 27A Fed. Proc., L.Ed. § 62:466 (West 2009)). The court may also consider “documents whose contents are alleged in the complaint and whose authenticity no party questions, but which are not physically attached to the pleading.” Id.

         Although Cooper-Booth's complaint alleges the contents of warranty documents, which are central to Cooper-Booth's claims, Cooper-Booth contests the authenticity of the warranty documents that Defendants attach to their motions. Therefore, these documents are not considered part of the pleadings, and this Court may not automatically consider them. See Faulkner v. Beer, 463 F.3d 130, 134 (2d Cir. 2006) (holding that dismissal of securities fraud suit for failure to state claim was improperly based on consideration of matters outside pleading such as offering memoranda, annual reports, and a prospectus where factual questions existed as to whether plaintiffs received any of these documents before investing).

         This Court declines to exercise its option to convert Defendants' motions into motions for summary judgment, given that the parties have not completed substantial discovery and dispute various key facts. See Myers v. Garfield & Johnson Enterprises, Inc., 679 F.Supp.2d 598, 603 (E.D. Pa. 2010) (declining to convert motion to dismiss into motion for summary judgment and consider documents outside the pleadings where parties had not yet conducted discovery). This Court will analyze ...


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