United States District Court, W.D. Pennsylvania
R. Hornak, Chief United States District Judge
Blank River Services, Inc. ("Blank River") brings a
complaint in admiralty against Defendant, TowLine River
Service, Inc. ("TowLine"). Among other things,
Blank River alleges that it chartered a towboat to TowLine
and that TowLine returned the vessel in an unacceptable
condition. Blank River seeks to recover damages based on a
breach of the charter agreement, a maritime contract. Blank
River also brings claims of tortious damage and conversion,
unjust enrichment, and negligent bailment. Blank River's
Complaint also asserted an independent claim for
"Punitive Damages" as Count V. (See Compl.
¶¶ 45-47, ECF No. 1). This claim was dismissed by
the Court on the record during the Oral Argument on
TowLine's Motion to Dismiss on July 11, 2019, (ECF No.
17), as both parties agreed that a claim for punitive damages
cannot be asserted as a separate and independent cause of
action. The Court dismissed Count V without prejudice as a
stand-alone claim. (ECF No. 20).
before the Court is TowLine's Motion to Dismiss for
Failure to State a Claim and Motion to Dismiss for Lack of
Jurisdiction, pursuant to Federal Rules of Civil Procedure
12(b)(1) and 12(b)(6). (ECF No. 7). TowLine seeks dismissal
of the remaining claims asserted against it. For the reasons
that follow, the Court concludes that this case is properly
before the Court and there are no exceptional circumstances
in this case that would justify abstaining. The Court further
concludes that Counts II and IV are not barred by
Pennsylvania's "gist of the action" doctrine
because federal law governs this dispute and, even if
Pennsylvania law did apply, the duties that were alleged to
have been breached in Counts II and IV arise independently of
the charter agreement. Finally, the Court concludes that it
would be premature to dismiss Count III, seeking equitable
relief under an unjust enrichment theory, because TowLine
disputes whether the charter agreement was in effect. For all
of these reasons and as further explained below, the balance
of TowLine's Motion will be DENIED.
following material facts are derived from Blank River's
Complaint and attached exhibits. (Compl., ECF No. 1). At all
relevant times to this case, Blank River owned the towboat
M/V FRANCIS J. BLANK (the "Towboat"). (Id.
¶ 1). On or about February 8, 2009, Blank River and
TowLine entered into a charter agreement (the "Charter
Agreement"), and pursuant to the Charter Agreement,
TowLine took possession of the Towboat in or about March
2009. (Id. ¶¶ 5-6). The Charter Agreement
provided that TowLine was responsible for maintaining the
Towboat, (Charter Agreement ¶ 9, ECF No. 1-2), and
further provided that TowLine was responsible for reimbursing
Blank River for the costs of refueling the Towboat in the
event that the Towboat was returned to Blank River with less
fuel than when TowLine took possession of the Towboat,
(id. ¶ 7). The Towboat was allegedly in
excellent physical and mechanical condition when TowLine took
possession of it, and the Towboat's 9, 500-gallon fuel
tanks were topped-off and full. (Compl. ¶¶ 7-8).
TowLine continuously and exclusively possessed and operated
the Towboat from March 2009 until June 2, 2018, when TowLine
returned the Towboat to Blank River. (Id. ¶
14). The Towboat was allegedly returned with only 4, 488
gallons of fuel and in "appalling condition," with
several pieces of equipment missing, broken, or damaged.
(Id. ¶¶ 15, 17). Blank River represents
that it has been unable to re-charter the vessel since
TowLine returned it. (Id. ¶ 20). On March 1,
2019, Blank River sent TowLine a notice of default listing
amounts owed due to these and other alleged breaches of the
Charter Agreement. (Id. ¶ 25).
receipt of Blank River's notice of default, TowLine filed
a declaratory judgment action in the Court of Common Pleas
for Allegheny County, Pennsylvania, on April 5, 2019, pending
on that court's docket as No. GD-19-005139. (See
ECF Nos. 8-1, 8-2). TowLine demanded a jury trial, (ECF No.
8-2), served document requests, (ECF No. 8-3), and noticed
the depositions of Blank River (as a corporate entity) and a
Blank River employee, (ECF Nos. 8-4, 8-5). Blank River
initiated this suit on April 12, 2019, one week after TowLine
filed its declaratory judgment action.
River filed Preliminary Objections to TowLine's complaint
on May 13, 2019, and these were overruled by the Court of
Common Pleas in their entirety on June 25, 2019. (ECF Nos.
16-1, 16-2). Blank River thereafter filed a Motion for
Reconsideration of the Court of Common Pleas' Order of
June 25, 2019, (ECF No. 16-6), and also filed a Motion to
Stay Discovery, (ECF No. 16-7). Meanwhile, TowLine renewed
its request for document production and re-noticed the
depositions of Blank River and a Blank River employee. (ECF
Nos. 16-3, 16-4, 16-5).
STANDARD OF REVIEW
may be dismissed for "failure to state a claim upon
which relief can be granted," Fed.R.Civ.P. 12(b)(6), or
when the Court lacks subject-matter jurisdiction,
Fed.R.Civ.P. 12(b)(1). In reviewing a motion to dismiss the
Court conducts a two-part analysis, first separating the
factual and legal elements of a claim. Fowler v. UPMC
Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009). The
Court "may disregard any legal conclusions,"
id., and then 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." Phillips v. Cty. 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)). However, the Court need not accept as true
any unsupported conclusions, unsupported inferences, nor
"threadbare recitals of elements of a cause of
action." Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). A plaintiffs factual allegations must "raise a
right to relief above the speculative level" and state a
"plausible claim for relief to survive a motion to
dismiss. BellAtl. Corp. v. Twombly, 550 U.S. 544,
555 (2007). "The plausibility standard is not akin to a
"probability requirement," but it asks for more
than the sheer possibility that a defendant has acted
unlawfully." Iqbal, 556 U.S. at 678.
There are no "exceptional circumstances" justifying
abstention in this case.
asserts that this Court should abstain from hearing this case
pursuant to the Colorado River abstention
doctrine. See Colorado River Water Conservation
Dist. v. United States, 424 U.S. 800 (1976).
Generally, "the pendency of an action in the state court
is no bar to proceedings concerning the same matter in the
Federal court having jurisdiction." Id.
(quoting McClellan v. Carland, 217 U.S. 268, 282
(1910)). However, in very limited circumstances, a district
court may abstain from hearing a case otherwise properly
before it in light of parallel proceedings in a state court.
See generally Colo. River, 424 U.S. at 817-20. But
this is an "extraordinary and narrow exception to the
duty of a District Court to adjudicate a controversy properly
before it," id. at 813, and "[o]nly the
clearest of justifications will warrant dismissal,"
id. at 819 (internal quotations omitted).
abstention is appropriate under the Colorado River
doctrine is a two-part inquiry: a court must first determine
whether the state-court proceedings are "parallel,"
and if so, the court then "look[s] to a multi-factor
test to determine whether "extraordinary
circumstances" meriting abstention are present."
Nationwide Mut. Fire Ins. Co. v. George V. Hamilton,
Inc., 571 F.3d 299, 307-08 (3d Cir. 2009) (citation
omitted). A court need not determine whether a state-court
proceeding is parallel if the actions do not present the
requisite "extraordinary circumstances" warranting
abstention. See Id. at 308. A state-court proceeding
is considered to be "parallel" when it presents
"substantially identical claims [and] nearly identical
allegations and issues." Id. at 307 (quoting
Yang v. Tsui, 416 F.3d 199, 204 n.5 (3d Cir. 2005))
(alterations in original). Courts in the Third Circuit
consider the following six factors in determining whether a
case presents "extraordinary circumstances"
(1) [in an in rem case, ] which court first assumed
jurisdiction over [the] property; (2) the inconvenience of
the federal forum; (3) the desirability of avoiding piecemeal
litigation; (4) the order in which jurisdiction was obtained;
(5) whether federal or state law controls; and (6) whether
the state court will adequately protect the interests of the
Hamilton, 571 F.3dat308 (quotation omitted)
(alterations in original).
The Court will assume that this case is parallel to the