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Gentry v. Cf Kentucky Owner LLC

United States District Court, E.D. Kentucky, Central Division, Lexington

July 23, 2019

CF KENTUCKY OWNER LLC, et al., Defendants.



         Third-Party Defendant Diamond Landscapes, Inc. seeks judgment on the pleadings based on its vendor contract with Third Party Plaintiffs CF Kentucky Owner, LLC and Friedman Management Company. DE #27. The motion is fully briefed, DE ##32-33, and ripe for decision. Because contract ambiguity and disputed material questions of contractual intent make pleadings-based dismissal inappropriate, the Court denies Diamond's effort.

         I. Relevant Factual and Procedural Background

         CF Kentucky and Friedman respectively own and manage apartment complexes in Kentucky, including the Cedarwood Apartments in Lexington. DE #1-2 at 5-6, ¶¶ 2-3. The Complaint (originally filed in Fayette Circuit Court) alleges that Plaintiff Rhonda Gentry-while visiting a patient of her employer, a Cedarwood tenant, on January 30, 2017-“slipped on a snowy and/or icy sidewalk . . . causing her to fall and sustain serious physical injury.” Id. at 7, ¶¶ 8-10. CF Kentucky and Friedman removed the action to this Court in September 2018. DE #1.[1]Defendants subsequently sought leave to file a Third-Party Complaint against Diamond, their contracted snow and ice removal vendor, see DE #8, and the Court granted the unopposed impleader request, see DE #14.

         The Third-Party Complaint asserts claims for breach of contract, negligence, and contractual and common law indemnity against Diamond. DE #15. It avers that, should Gentry's claims against Defendants succeed, Diamond would in turn be liable to CF Kentucky and Friedman for any resulting damages. In response, Diamond contends that the parties' vendor contract (“the Contract”), see DE #8-5 (Exhibit 1 to the Third-Party Complaint - Vendor Contract), conclusively establishes that Diamond had no obligation to perform sidewalk snow/ice removal services on the date of Gentry's alleged slip-and-fall. DE #27. Diamond further argues that the invoice it submitted to CF Kentucky and Friedman for services performed on January 29-30, 2017 (“the Invoice”)[2]confirms that Diamond was not responsible for clearing or de-icing the Cedarwood sidewalks on that date. Id.; see DE #8-6 (Exhibit 2 to the Third-Party Complaint - Invoice). CF Kentucky and Friedman opposed DE #27, see DE #32, and Diamond replied, see DE #33.

         II. Rule 12(c) Standard

         “After 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 Rule 12(c) standard mirrors that of Rule 12(b)(6). See Fritz v. Charter Twp. of Comstock, 592 F.3d 718, 722 (6th Cir. 2010); Penny/Ohlmann/Nieman, Inc. v. Miami Valley Pension Corp., 399 F.3d 692, 697 (6th Cir. 2005). “For purposes of a motion for judgment on the pleadings, all well-pleaded material allegations of the pleadings of the opposing party must be taken as true, and the motion may be granted only if the moving party is nevertheless clearly entitled to judgment.” JPMorgan Chase Bank, N.A. v. Winget, 510 F.3d 577, 582 (6th Cir. 2007) (quotation marks and citation omitted). However, the Court is not required to accept as true “a legal conclusion couched as a factual allegation[, ]” Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1965 (2007). Rule 12(c) judgment is proper “when no material issue of fact exists and the party making the motion is entitled to judgment as a matter of law.” Winget, 510 F.3d at 582 (quoting Paskvan v. City of Cleveland Civil Serv. Comm'n, 946 F.2d 1233, 1235 (6th Cir. 1991)).

         The complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief[.]” Fed.R.Civ.P. 8(a)(2). To survive dismissal, it must offer “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do[.]” Twombly, 127 S.Ct. at 1965. In other words, “a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009) (quotation marks and citation omitted). Hinging on Rule 8's minimal standards, Twombly and Iqbal simply require a plaintiff to plead facts that “raise a right to relief above the speculative level[, ]” Twombly, 127 S.Ct. at 1965, permitting the court “to draw a ‘reasonable inference that the defendant is liable for the misconduct alleged.'” Nwanguma v. Trump, 903 F.3d 604, 607 (6th Cir. 2018) (quoting Iqbal, 129 S.Ct. at 1949 (citation omitted)). This “plausibility standard” does not require a showing that success on the claims is probable, “but it asks for more than a sheer possibility that a defendant has acted unlawfully.” Iqbal, 129 S.Ct. at 1949. Where plaintiffs state “simply, concisely, and directly events that . . . entitled them to damages, ” the rules require “no more to stave off threshold dismissal for want of an adequate statement[.]” Johnson v. City of Shelby, Miss., 135 S.Ct. 346, 347; see also El-Hallani v. Huntington Nat. Bank, 623 Fed.Appx. 730, 739 (6th Cir. 2015) (“Although Twombly and Iqbal have raised the bar for pleading, it is still low.”).

         However, unadorned, naked assertions warrant no presumption of truth in the plausibility analysis. Iqbal, 129 S.Ct. at 1949. “Plausibility is a context-specific inquiry, ” Ctr. for Bio-Ethical Reform, Inc. v. Napolitano, 648 F.3d 365, 369 (6th Cir. 2011), “requiring the reviewing court to draw on its experience and common sense[, ]” Iqbal, 129 S.Ct. at 1950. In deciding a motion for judgment on the pleadings, courts may consider (without converting the Rule 12(c) motion into one for summary judgment) “documents attached to the pleadings[, ]” documents “referred to in the pleadings” and “integral to the claims[, ]” and “matters of public record[.]” Commercial Money Ctr., Inc. v. Illinois Union Ins. Co., 508 F.3d 327, 335-36 (6th Cir. 2007); accord Brent v. Wayne Cty. Dep't of Human Servs., 901 F.3d 656, 695 (6th Cir. 2018) (noting that courts “may consider those exhibits [attached to a Rule 12(c) motion] so long as they are referred to in the Complaint and are central to the claims contained therein”). The Court thus here considers the Contract and Invoice; both are referenced in, and attached and central to, the Third-Party Complaint.[3]

         III. Contract Ambiguity and Disputed Material Questions of Intent[4]

         Each cause of action that CF Kentucky and Friedman assert against Diamond requires a threshold plausible showing that Diamond bore responsibility for removing snow/ice from the Cedarwood sidewalks on the date of Gentry's alleged fall.[5] Diamond (without analyzing each claim individually) challenges only this element of the case against it, arguing that the Contract and Invoice together unequivocally demonstrate that it had no duty to clear or de-ice any Cedarwood sidewalks on the date in question. See DE #27-1 at 4-5; DE #33 at 2 (identifying the primary issue as “whether the contract . . . required Diamond Landscapes to remove snow or ice on the sidewalk at the apartment complex”) (emphasis omitted). CF Kentucky and Friedman contrarily maintain that the Contract “obligated [Diamond] to provide snow and ice removal services for the property, which included Diamond performing a site inspection to ensure that the property was ‘free of ice[]'” on January 30, 2017. DE #32 at 1-2. The facts indicate a plausible claim, insofar as Plaintiff claims to have fallen on ice, and the owner/manager claim that Diamond had a duty to remove snow and ice from the sidewalks at Cedarwood. The key is the meaning of the Contract.

         The Court's contractual “review must begin with an examination of the plain language of the instrument.” Kentucky Shakespeare Festival, Inc. v. Dunaway, 490 S.W.3d 691, 694 (Ky. 2016). Absent ambiguity in a contract's plain language, the Court “interpret[s] the contract's terms by assigning language its ordinary meaning and without resort to extrinsic evidence[.]” Id. (internal quotation marks and citation omitted). The Court must construe the contract “as a whole, giving effect to all parts and every word in it if possible.” Cantrell Supply, Inc. v. Liberty Mut. Ins. Co., 94 S.W.3d 381, 384-85 (Ky. Ct. App. 2002) (quoting City of Louisa v. Newland, Ky., 705 S.W.2d 916, 919 (1986)). “A contract is ambiguous if a reasonable person would find it susceptible to different or inconsistent interpretations.” Id. Determining whether a contract is ambiguous is a legal inquiry for the Court. See First Commonwealth Bank of Prestonsburg v. West, 55 S.W.3d 829, 835 (Ky. Ct. App. 2000). “However, once a court determines that a contract is ambiguous, areas of dispute concerning the extrinsic evidence are factual issues and construction of the contract become[s] subject to resolution by the fact-finder.” Cantrell Supply, 94 S.W.3d at 385.

         The Court thus looks to the four corners of the Contract.[6] Its recitals provide, in relevant part:

B. Whereas, Owner and Contractor desire that the Contractor assume responsibility for ...

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