United States District Court, E.D. Pennsylvania
MICHAEL O. PANSINI et al., Plaintiffs,
THE TRANE COMPANY et al., Defendants.
E.K. PRATTER, UNITED STATES DISTRICT JUDGE.
their new heating and air conditioning unit did not operate
as promised, Michael and Elisa Pansini sued the unit's
manufacturer and an intermediate seller for breach of
contract and breach of warranty - but not for negligence.
intermediate seller, Ferguson Enterprises, brought a
third-party complaint against Marvin E. Kanze, Inc., the
contractor who ultimately sold and installed the HVAC unit.
Ferguson alleges that Kanze was negligent in installing the
unit, causing it to malfunction.
Kanze has moved to dismiss Ferguson's third-party
complaint for failing to state claims for contribution and
indemnity. Because Ferguson faces only claims for breach of
contract and warranty and does not face a claim for
negligence - or for any other tort - the Court dismisses its
complaint against Kanze.
2014, Michael and Elisa Pansini were shopping for an HVAC
unit for their home in Villanova, PA. They allege that a
salesman from defendant Ferguson Enterprises persuaded them
to buy a new Trane HVAC unit, which he called “top of
the line” and the “best system on the
market.” The Pansinis relied on the salesman's
promises and bought the new unit.
to Ferguson's third-party complaint, the HVAC unit was
installed at the Pansinis' home by Marvin E. Kanze, Inc.
As the HVAC contractor, Kanze was responsible for designing
and installing the HVAC unit. Ferguson alleges that Kanze
miscalculated important aspects of the design and
installation process, causing the unit to malfunction.
to the Ferguson salesman's promises - and allegedly due
to Kanze's carelessness - the unit was loud, costly, and
did not independently control the temperature in each room.
Pansinis sued Ferguson and unit manufacturer The Trane
Company in state court. The defendants removed the case to
this Court based on diversity jurisdiction.
the Pansinis' brought claims sounding in contract,
warranty, and fraud. Now that the Court has partially granted
a motion to dismiss,  the only remaining claims are for various
breaches of warranty and contract.
after filing the motion to dismiss that eliminated the
fraud-based claims, Ferguson filed a third-party complaint
against Kanze. The third-party complaint contains three
counts against Kanze: joint and several liability,
indemnification, and contribution. In brief, Ferguson alleges
that Kanze carelessly installed the HVAC unit. If Ferguson is
found liable to the Pansinis in contract, Ferguson contends,
then Kanze must also be liable for its carelessness.
filed a motion to dismiss the third-party complaint, and the
Court held an oral argument on April 27, 2018.
12(b)(6) motion to dismiss tests the sufficiency of a
complaint. To survive a motion to dismiss, the plaintiff must
plead “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, 678 (2009). Specifically, “[f]actual
allegations must be enough to raise a right to relief above
the speculative level.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007). The question is not
whether the claimant “will ultimately prevail . . . but
whether his complaint [is] sufficient to cross the federal
court's threshold.” Skinner v. Switzer,
562 U.S. 521, 530 (2011) (citation and internal quotation
evaluating the sufficiency of a complaint, the Court adheres
to certain well-recognized parameters. For one, the Court
“must consider only those facts alleged in the
complaint and accept all of the allegations as true.”
ALA, Inc. v. CCAIR, Inc., 29 F.3d 855, 859 (3d Cir.
1994). Also, the Court must accept as true all reasonable
inferences emanating from the allegations, and view those
facts and inferences in the light most favorable to the
nonmoving party. See Revell v. Port Auth., 598 F.3d
128, 134 (3d Cir. 2010).
admonition does not demand that the Court ignore or even
discount reality. “[T]he tenet that a court must accept
as true all of the allegations contained in a complaint is
inapplicable to legal conclusions. Threadbare recitals of the
elements of a cause of action, supported by mere conclusory
statements, do not suffice.” Ashcroft, 556
U.S. at 678. If a claim “is vulnerable to 12(b)(6)
dismissal, a district court must permit a curative amendment,
unless an amendment would be inequitable or futile.”
Phillips v. County of Allegheny, 515 F.3d 224, 236
(3d Cir. 2008).
question presented in Kanze's motion is straightforward:
may a defendant that faces only claims for breach of
contract and warranty bring a third-party
complaint for indemnity or contribution based on allegations
that a third-party defendant is liable to the plaintiff in
tort? For the reasons that follow, the answer is no.
section proceeds in two parts: federal procedural law and
state substantive law. First, the Court concludes that
Ferguson's third-party complaint has not satisfied
Federal Rule of Civil Procedure 14. Second, the Court
concludes that the complaint likewise fails to satisfy the
substantive state-law requirements of contribution and
The third-party complaint does not satisfy Federal Rule of