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United Propane Gas Inc. v. Pincelli & Associates Inc.

United States District Court, W.D. Kentucky, Paducah Division

February 6, 2014

UNITED PROPANE GAS INC., Plaintiff,
v.
PINCELLI & ASSOCIATES INC., Defendant.

MEMORANDUM OPINION AND ORDER

THOMAS B. RUSSELL, Senior District Judge.

This matter is before the Court upon Defendant, Pincelli & Associates Inc.'s (Pincelli), Motion to Dismiss. (Docket No. 5.) Plaintiff, United Propane Gas Inc. (UPG), has responded. (Docket No. 6.) Defendant has replied. (Docket No. 7.) This matter is now fully briefed and ripe for adjudication. For the following reasons and consistent with the below opinion, the Court will DENY Defendant's Motion to Dismiss. (Docket No. 5.)

BACKGROUND

UPG alleges that through email communication, between UPG's President Eric Small and Pincelli's Vice President of Operations Kristin Ford, UPG and Pincelli formed an agreement that Pincelli would sell and UPG would buy propane at 97 cents per gallon for 50, 000 gallons per week for one year. (Docket No. 1, at 2-3.) UPG alleges that Pincelli has refused to honor this agreement and sell UPG propane under the agreed terms. (Docket No. 1, ΒΆ 20.) UPG brings claims for breach of contract and breach of the covenant of good faith and fair dealing. (Docket No. 1, at 3-4.)

STANDARD

The Federal Rules of Civil Procedure require that pleadings, including complaints, contain a "short plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). A defendant may move to dismiss a claim or case because the complaint fails to "state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b). When considering a Rule 12(b)(6) motion to dismiss, the court must presume all of the factual allegations in the complaint are true and draw all reasonable inferences in favor of the non-moving party. Total Benefits Planning Agency, Inc. v. Anthem Blue Cross & Blue Shield, 552 F.3d 430, 434 (6th Cir. 2008) (citing Great Lakes Steel v. Deggendorf, 716 F.2d 1101, 1105 (6th Cir. 1983)). "The court need not, however, accept unwarranted factual inferences." Id. (citing Morgan v. Church's Fried Chicken, 829 F.2d 10, 12 (6th Cir. 1987)).

Even though a "complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (citations omitted). Instead, the plaintiff's "[f]actual 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. (citations omitted). A complaint should contain enough facts "to state a claim to relief that is plausible on its face." Id. at 570. A claim becomes plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (citing Twombly, 550 U.S. at 556). If, from the well-pleaded facts, the court cannot "infer more than the mere possibility of misconduct, the complaint has alleged - but has not show[n]' - that the pleader is entitled to relief.'" Id. at 1950 (citing Fed.R.Civ.P. 8(a)(2)). "Only a complaint that states a plausible claim for relief survives a motion to dismiss." Id.

DISCUSSION

Defendant Pincelli moves to dismiss UPG's Complaint on the basis that there was not an enforceable contract. (Docket No. 5, at 1.) Specifically, Pincelli argues: (1) there was not a meeting of the minds; and (2) the email(s) referenced by Plaintiff does not satisfy the statute of frauds. (Docket No. 5, at 1.) In support of its motion to dismiss, Pincelli attaches emails from August 1st to August 6th of 2013, (Docket No. 5-2), which are referenced in the Complaint and are the basis for Plaintiff's contract claims.

The Court may view the emails because Plaintiff references them in the Complaint. Amini v. Oberlin College, 259 F.3d 493, 502 (6th Cir. 2000) (stating that "documents that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to her claim"). Below, in chronological order, are the emails between Kristine Ford of Pincelli and Eric Small of UPG between August 1st and August 6th of 2013:

Kristin Ford (Pincelli) August 1 at 3:15 PM:
Eric-Just saw that the prices were creeping up a little. We are supposed to sign a 2m gallon (20, 000/week) deal with Holston tomorrow for.96 gallon flat for the year starting in Oct 1. Are you sure you're not interested...
Eric Small (UPG) August 1 at 3:45 PM
we could do 2-4m at 92-94 if that is the cheapest you have ...

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