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MAP Refrigeration, Inc. v. New Albertsons, L.P.

United States District Court, E.D. Pennsylvania

December 20, 2019

MAP REFRIGERATION, INC., Plaintiff
v.
NEW ALBERTSONS, L.P., Defendant

          MEMORANDUM

          John Milton Younge Judge

         In this action, MAP Refrigeration, Inc. (“Plaintiff”) seeks to recover outstanding invoiced fees owed for refrigeration and heating, ventilation, and air conditioning equipment and services that were provided by Plaintiff to New Albertsons, L.P. (“Defendant”).

         Now before the Court is Defendant's Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) (“Mot., ” ECF No. 18). The Court finds this matter appropriate for resolution without oral argument. Fed.R.Civ.P. 78; L.R. 7.1(f). For the reasons that follow, Defendant's Motion will be granted in part and denied in part.

         I. BACKGROUND

         Unless otherwise noted, the following facts and allegations are taken from Plaintiff's Amended Complaint (“AC, ” ECF No. 16). “Plaintiff provides refrigeration and heating, ventilation, and air conditioning equipment, installation, repairs, and services.” (Id. ¶ 7.) “Defendant owns and operates various grocery store chains[, ]” including: Acme Markets, Albertsons, and Safeway. (Id. ¶ 8.)

         On May 18, 2016, the parties entered into two contracts: (1) an HVAC Maintenance Service Agreement (“HVAC Contract”); and (2) a Refrigeration Maintenance Service Agreement (“Refrigeration Contract”) (collectively, the “Contracts”). (Id. ¶¶ 9, 12.) The HVAC Contract “required Plaintiff to provide equipment and services for heating, ventilation, and air conditioning maintenance, repair, replacement, and installation at Acme grocery stores owned and operated by Defendant throughout Pennsylvania and Delaware for a two year term[.]”) (Id. ¶ 10.) Likewise, the Refrigeration Contract “required Plaintiff to provide equipment and services for refrigeration maintenance, repair, replacement, and installation at Acme grocery stores owned and operated by Defendant throughout Pennsylvania and Delaware for a two year term[.]” (Id. ¶ 13.)

         According to Plaintiff, it “provided refrigeration and HVAC services to Defendant at the specified Acme stores as requested by Defendant and as set forth in the Contracts.” (Id. ¶ 20.) “Plaintiff timely submitted invoices to Defendant for payment as provided for in the Contracts [and] Defendant did not object to or otherwise dispute Plaintiff's invoices.” (Id. ¶¶ 22-23.) Plaintiff now avers that “Defendant failed and refused to pay many of those invoices[.]” (Id. ¶ 24.) Specifically, Plaintiff asserts that Defendant has “accumulated an outstanding unpaid balance for Plaintiff's work at Pennsylvania stores in the amount of $285, 847.29 and at the Delaware stores in the amount of $168, 785.96.” (Id. ¶ 25.) Ultimately, the Contracts were “terminated in or around July 2018 as a result of Defendant's failure to pay Plaintiff in accordance with the Contracts.” (Id. ¶ 26.)

         Based on the forgoing, Plaintiff filed this action on August 19, 2019. (ECF No. 1.) On November 8, 2019, Plaintiff filed the Amended Complaint, in which Plaintiff asserts six claims for relief: (1) breach of contract (HVAC Contract); (2) breach of contract (Refrigeration Contract); (3) account stated; (4) unjust enrichment; (5) Pennsylvania's Contractor and Subcontractor Payment Act; and (6) Delaware Construction Prompt Payment Act. (See AC ¶¶ 37-82.)

         Defendant filed the instant Motion to Dismiss on November 25, 2019. Plaintiff filed its opposition to Defendant's Motion on December 5, 2019 (“Opp., ” ECF No. 21). Defendant filed a reply on December 12, 2019 (“Reply, ” ECF No. 25).

         II. LEGAL STANDARD

         The motion to dismiss standard under Federal Rule of Civil Procedure 12(b)(6) is set forth in Ashcroft v. Iqbal, 556 U.S. 662 (2009). After Iqbal, it is clear that “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice” to defeat a Rule 12(b)(6) motion to dismiss. Id. at 678; see also Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). “To survive dismissal, ‘a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'” Tatis v. Allied Interstate, LLC, 882 F.3d 422, 426 (3d Cir. 2018) (quoting Iqbal, 556 U.S. at 678). Facial plausibility is “more than a sheer possibility that a defendant has acted unlawfully.” Id. (quoting Iqbal, 556 U.S. at 678). Instead, “[a] claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (quoting Iqbal, 556 U.S. at 678).

         Our Court of Appeals requires us to apply a three-step analysis under a 12(b)(6) motion: (1) “[the district court] must tak[e] note of the elements [the] plaintiff must plead to state a claim;” (2) “it should identify allegations that, ‘because they are no more than conclusions, are not entitled to the assumption of truth;'” and, (3) “[w]hen there are well-pleaded factual allegations, [the] court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.” Connelly v. Lane Constr. Corp., 809 F.3d 780, 787 (3d Cir. 2016) (quoting Iqbal, 556 U.S. at 675, 679).

         When a motion to dismiss is granted, the court must decide whether to grant leave to amend. The Third Circuit has a liberal policy favoring amendments and, thus, leave to amend should be freely granted. See, e.g., Oran v. Stafford, 226 F.3d 275, 291 (3d Cir. 2000); Dole v. Arco Chem. Co., 921 F.2d 484, 486 (3d Cir. 1990). However, a court need not grant leave to amend when amendment would be futile. City of Cambridge Retirement Sys. v. Altisource Asset Mgmt. Corp., 908 F.3d 872, 879 (3d Cir. 2018) (“Leave to amend is properly denied if amendment would be futile, i.e., if the proposed complaint could not ‘withstand a renewed motion to dismiss.'”) (quoting Jablonski v. Pan. Am. World Airways, Inc., 863 F.2d 289, 292 (3d Cir. 1988)); see also In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 1434 (3d Cir. 1997) (recognizing that denial of leave to amend is not an abuse of discretion where the pleadings before the court demonstrate that further amendment would be futile).

         III. ...


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