United States District Court, E.D. Kentucky, Central Division, Lexington
LUNDY L. SPARKS, Plaintiff,
FIFTH THIRD MORTGAGE COMPANY, Defendant.
OPINION AND ORDER
K. CALDWELL, CHIEF JUDGE.
matter is before the Court on the Defendant's motion for
judgment on the pleadings. (DE 16). For the following
reasons, the motion is GRANTED.
dispute arises out of a construction project gone awry. In
2006, Lundy Sparks contracted with B.A. Parker Custom Homes,
LLC, to build a residence. Sparks simultaneously contracted
with Fifth Third Bank to provide him a $671, 920.00
construction loan for the property. (DE 1-1 at 4). In the
loan contract, Sparks authorized Fifth Third to disburse
payments directly to Parker without Sparks first inspecting
his new residence to ensure construction had progressed and
the funds had been earned. Id. at 5. As the
construction project continued, however, Parker failed to
make or withheld payments to independent contractors, who
filed liens being filed against the property. Sparks
eventually settled those liens in state court at an expense
of roughly $200, 000.00. Id. at 6.
Sparks seeks damages from Fifth Third for its alleged breach
of contract. Id. at 7. Sparks alleges that Fifth
Third was contractually obligated to ensure the
subcontractors had been paid prior to disbursing funds to
Parker, and that Sparks should be compensated for his costs
in resolving the liens. Id. at 7-8. Additionally,
Sparks seeks indemnity from Fifth Third for the amount he has
paid to resolve liens and in an amount equal to his attorneys
fees and costs incurred. Id. at 8-9.
STANDARD OF REVIEW
Rule of Civil Procedure 12(c) provides that, “[a]fter
the pleadings are closed- but early enough not to delay
trial-a party may move for judgment on the pleadings.”
Fed.R.Civ.P. 12(c). The Sixth Circuit imposes the same
pleading requirements on a party who files a Rule 12(c)
motion for judgment on the pleadings as it does on a party
who files a motion to dismiss pursuant to Rule 12(b)(6).
See HDC, LLC v. City of Ann Arbor, 675 F.3d 608, 611
(6th Cir. 2012).
Rule 12(b)(6), the Court must dismiss a complaint that does
not state a claim for relief that is “plausible on its
face.” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S.
544, 570 (2007)). To state a plausible claim, a plaintiff
must plead such facts so as to allow a court to draw a
reasonable inference that the defendant is liable for the
alleged misconduct. Id. (citing Twombly,
550 U.S. at 556). The Court views the complaint in the light
most favorable to the plaintiff and must accept as true all
well-pleaded factual allegations contained within it.
Id. at 678 (citing Twombly, 550 U.S. at
570); see also City of Ann Arbor, 675 F.3d at 611
(“[T]he court must construe the complaint in the light
most favorable to the plaintiff, accept all of the
complaint's factual allegations as true, and determine
whether the plaintiff undoubtedly can prove no set of facts
in support of its claim that would entitle relief.”);
Ziegler v. IBP Hog Mkt., Inc., 249 F.3d 509, 511-12
(6th Cir. 2001).
review, the Court looks at all the pleadings filed in the
case. Gavitt v. Born, 835 F.3d 623, 640 (6th Cir.
2016); Rondigo LLC v. Twp. of Richmond, 641 F.3d
673, 680 (6th Cir. 2011). Assessment of the facial
sufficiency of the complaint must ordinarily be undertaken
without resort to matters outside the pleadings. Wysocki
v. Int'l Bus. Mach. Corp., 607 F.3d 1102, 1104 (6th
Cir. 2010). When resolving a motion to dismiss, then, a
district court is limited to matters formally contained in
the pleadings. However, “[i]f referred to in a
complaint and central to the claim, documents attached to a
motion to dismiss form part of the pleadings.”
Armengau v. Cline, 7 Fed.Appx. 336, 344 (6th Cir.
2001) (quoting Jackson v. City of Columbus, 194 F.3d
737, 745 (6th Cir. 1999)); see also Rondigo, L.L.C.,
641 F.3d at 681 (citing Bassett v. Nat'l Collegiate
Athletic Ass'n, 528 F.3d 426, 430 (6th Cir. 2008))
(A court may consider “exhibits attached [to the
complaint], public records, items appearing in the record of
the case and exhibits attached to defendant's motion to
dismiss so long as they are referred to in the [c]omplaint
and are central to the claims contained therein.”).
Breach of Contract
alleges that Fifth Third breached the loan contract by
failing to make certain that each subcontractor had been paid
prior to approving Parker's draw requests. (DE 1 at 7
¶ 23). Specifically, Sparks claims (1) that the duty of
good faith and fair dealing required Fifth Third to ensure
that no liens were placed on Sparks' property prior to
disbursing funds to Parker, (DE 23 at 1); (2) that Fifth
Third breached the express terms of the loan contract by
failing to withhold 10% of the loan proceeds for the final
draw, id. at 2; and (3) that a confidential
relationship between Fifth Third and Sparks created a
fiduciary duty between Fifth Third and Sparks, which required
Fifth Third to ensure Sparks' residence was being built
properly without the attachment of liens, id.
of all these claims hinges on the plain language of the
contract between Sparks and Fifth Third. The interpretation
of a contract is a question of law for the Court.
Cantrell Supply, Inc. v. Liberty Mut. Ins. Co., 94
S.W.3d 381, 384 (Ky. Ct. App. 2002) (citing First
Commonwealth Bank of Prestonsburg v. West, 55 S.W.3d
829, 835 (Ky. Ct. App. 2000)). In interpreting a contract,
the Court's purpose “is to effectuate the
intentions of the parties” in drafting the agreement.
Id. In so doing, the Court relies on the plain
language of the contract. “Absent an ambiguity in the
contract, the parties' intentions must be discerned from
the four corners of the instrument without resort to
extrinsic evidence.” Id. at 385 (citing
Hoheimer v. Hoheimer, 30 S.W.3d 176, 178 (Ky.
2000)). “The fact that one party may have intended
different results  is insufficient to construe a contract
at variance with its plain and unambiguous terms.”
Id. (citing Green v. McGrath, 662 F.Supp.
337, 342 (E.D. Ky. 1986)). Here, the plain language of the
contract between Sparks and Fifth Third could not be clearer,
and Sparks has failed to articulate any plausible ground for
relief. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
Duty of Good ...