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Blank River Services, Inc. v. Towline River Service, Inc.

United States District Court, W.D. Pennsylvania

August 21, 2019



          Mark R. Hornak, Chief United States District Judge

         Plaintiff, 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).

         Now 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.

         I. BACKGROUND

         a. Factual Background

         The 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).

         b. Related Litigation

         Following 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.

         Blank 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).


         A claim 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.

         III. ANALYSIS

         a. There are no "exceptional circumstances" justifying abstention in this case.

         TowLine asserts that this Court should abstain from hearing this case pursuant to the Colorado River abstention doctrine.[1] 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).

         Whether 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" warranting abstention:

(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 parties.

Hamilton, 571 F.3dat308 (quotation omitted) (alterations in original).

         i. The Court will assume that this case is parallel to the declaratory ...

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