United States District Court, E.D. Pennsylvania
JUSTIN B. WINEBURGH and RACHEL SILL, Plaintiffs,
JAXON INTERNATIONAL, LLC and BRADEN RICHTER, Defendants.
J. PAPPERT, J.
Wineburgh and Rachel Sill sued Jaxon International, LLC, a
furniture company, and its manager Braden Richter for breach
of warranty, breach of contract and violations of
Pennsylvania's Unfair Trade Practices and Consumer
Protection Law. The claims arise from Plaintiffs'
purchase of furniture for their Philadelphia
apartment. Defendants' Answer asserted two
paragraphs of “counterclaims, ” which the Court
dismissed upon Plaintiffs' motion because they failed to
articulate a cause of action. (ECF No. 21.) The Court granted
Defendants' request for leave to amend, and Defendants
asserted three amended counterclaims for breach of
move to dismiss the amended counterclaims under Federal Rule
of Civil Procedure 12(b)(6). In response, Defendants move for
leave to amend a second time. The Court grants the Motion to
Dismiss and denies the Motion for Leave to File a Second
Amended Counterclaim for the reasons that follow.
survive a motion to dismiss under Federal Rule of Civil
Procedure 12(b)(6), the plaintiff must allege
“sufficient factual matter, accepted as true, to state
a claim for relief that is plausible on its face.”
Ashcroft v. Iqbal, 556 U.S. 662 (2009). A complaint
must provide “more than labels and conclusions”
or “a formulaic recitation of the elements of a cause
of action.” Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007) (citation omitted). “Factual
allegations must be enough to raise a right to relief above
the speculative level on the assumption that all the
allegations in the complaint are true (even if doubtful in
fact).” Id. (citation omitted). While a
complaint need not include detailed facts, it must provide
“more than an unadorned,
Ashcroft, 556 U.S. at 678 (citing Twombly,
550 U.S. at 555).
and Iqbal require the Court to take three steps to
determine whether the complaint will survive defendants'
motion to dismiss. See Connelly v. Lane Const.
Corp., 809 F.3d 780, 787 (3d Cir. 2016). First, it must
“take note of the elements the plaintiff must plead to
state a claim.” Id. (quoting Iqbal,
556 U.S. at 675). Next, it must identify the allegations that
are no more than legal conclusions and thus “not
entitled to the assumption of truth.” Id.
(quoting Iqbal, 556 U.S. at 679). Finally, where the
complaint includes well-pleaded factual allegations, the
Court “should assume their veracity and then determine
whether they plausibly give rise to an entitlement to
relief.” Id. (quoting Iqbal, 556 U.S.
at 679). The Court should “construe truths in the light
most favorable to the plaintiff, and then draw all reasonable
inferences from them.” Id. at 791.
Amended Counterclaims allege that Jaxon and Sill entered a
written contract obligating Jaxon to sell and Sill to
purchase forty-one pieces of furniture for $96, 868. (Am.
Countercl. ¶ 1, ECF No. 22.) Defendants allege
Plaintiffs that breached the contract by “unjustifiably
demanding that Jaxon remanufacture” certain furniture
when it arrived at Jaxon's showroom in Los Angeles from
Indonesia, where it was manufactured (Count I), by
“demand[ing] that Jaxon repair and/or replace furniture
allegedly damaged in transit” to Philadelphia
“under threat by plaintiffs of litigation in
Philadelphia” (Count II) and by “threaten[ing]
Jackson [sic] with a lawsuit in Philadelphia unless it
remade” ten chairs (Count III). (Id. at
¶¶ 9-15, 16-20, 21-26.) Defendants claim that they
incurred $77, 000 in damages when they “acceded to
plaintiff's unjustified demands.” See
(id. at ¶¶ 14, 19, 25).
state a claim for breach of contract under Pennsylvania law,
plaintiffs must allege “there was a contract, the
defendant breached it, and plaintiffs suffered damages from
the breach.” McShea v. City of Phila., 606 Pa.
88, 97 (Pa. 2010) (citing Hart v. Arnold, 884 A.2d
316, 332 (Pa. Super. Ct. 2005)). Plaintiffs argue that the
counterclaims do not allege a breach of duty; Plaintiffs were
contractually bound to purchase furniture for $96, 868, and
Defendants do not allege that they failed to do so.
Defendants appear to concede this point. See
(Defs.' Resp. Pls.' Second Mot. Dismiss
(“Defs.' Resp.”) 1-2, ECF No. 25). Because
the counterclaims do not allege that Plaintiffs breached a
contractual duty, the Court grants Plaintiffs' Motion.
Court's discretion to deny leave to amend,
“circumscribed by Rule 15's directive in favor of
amendment, must be ‘exercised within the context of
liberal pleading rules.'” Mullin v.
Balicki, 875 F.3d 140, 150 (3d Cir. 2017); Shifflett
v. Korszniak, 2019 WL 3772104 at *7 (3d Cir. Aug. 12,
2019) (“Federal Rule of Civil Procedure 15(a)(2) states
that the Court ‘should freely give leave [to amend]
when justice so requires.'”). In determining
whether leave to amend might reasonably be denied, the Court
looks to factors identified by the Supreme Court in Foman
v. Davis, 371 U.S. 178 (1962). See Mullin, 875
F.3d at 149.
to the non-moving party is the touchstone for the denial of
an amendment, ” id. at 150 (quoting Arthur
v. Maersk, Inc., 434 F.3d 196, 204 (3d Cir. 2006)), but
denial of leave to amend may also be based on futility,
repeated failure to cure deficiencies by amendments
previously allowed, and undue delay, bad faith or dilatory
motive on the part of the movant. Id. at 149 (citing
Foman, 371 U.S. at 182 and United States ex rel.
Schumann v. AstraZeneca Pharm. L.P., 769 F.3d 837, 849
(3d Cir. 2014)). Amendment is futile if the proposed pleading
could not withstand a renewed motion to dismiss. City of
Cambridge Ret. Sys. v. Altisource Asset Mgmt. Corp., 908
F.3d 872, 878 (3d Cir. 2018) (quoting Jablonski v. Pan
Am. World Airways, Inc., 863 F.2d 289, 292 (3d Cir.
1988)). “In assessing ...