United States District Court, W.D. Kentucky, Owensboro Division
MEMORANDUM OPINION AND ORDER
H. MCKINLEY JR., SENIOR JUDGE.
matter is before the Court on Defendant's Motion to
Dismiss. [DN 16]. Fully briefed, this matter is ripe for
decision. For the following reasons, the Defendant's
motion is GRANTED.
to the Amended Complaint, Pure Marketing, LLC
(“Pure”) is the owner of a 30% interest in Matcha
Premium Tea Co., LLC (“Matcha”). [DN 14 ¶
7]. Matcha develops and manufactures organic matcha and
matcha-related products and sells those products through
distributors and over the internet. [Id. ¶ 5].
Pure alleges that Matcha “expended and committed assets
of Matcha for the benefit of a joint venture or other
business arrangement . . . and excluded Pure from such joint
venture.” [Id. ¶ 9]. As a result, Pure
maintains that “[a]ny proceeds or profits from the
joint venture will be denied to Matcha, notwithstanding
Matcha's contribution” by virtue of its interest in
Matcha. [Id. ¶ 10]. In the alternative, should
the joint venture fail, Pure alleges it will lose the benefit
of the assets it committed to Matcha to become a shareholder.
[Id. ¶ 11]. These allegations form the basis of
Pure's first cause of action-breach of contract.
[Id. ¶¶ 15-18]. Pure next alleges that
Matcha “has withheld relevant information and concealed
from Pure negotiations between Matcha and the third
party”-specifically, Pure complains that “Matcha
has withheld information from Pure regarding, without
limitation its operations, financial condition, management,
employment agreements, related party agreements and third
party negotiations.” [Id. ¶¶ 12-13].
That allegation forms the basis of Pure's second cause of
action-a request for an accounting of and access to all books
and records of Matcha. [Id. ¶¶ 19-20].
previously filed a motion to dismiss citing the same bases
for dismissal as it does here. [DN 8]. Pure opposed that
Motion but also requested leave to amend its Complaint. [DN
11 at 8]. The Court granted Pure fourteen days during which
it was entitled to amend its Complaint. [DN 15]. Pure filed
an amended complaint during the allowed timeframe. [DN 14].
The instant Motion is Matcha's refiled Motion to Dismiss
relating to Pure's Amended Complaint. [DN 16]. Matcha
maintains three independent grounds for dismissal: (1) the
allegations, even taken as true, fail to state a claim for
either cause of action asserted; (2) the asserted claims are
subject to mandatory arbitration under the Operating
Agreement; and (3) improper venue. [DN 17 at 1-2]. Pure
responded and Matcha replied. [DN 18; DN 19]. Additionally,
Pure filed a Motion for leave to supplement its response. [DN
20]. That Motion is GRANTED and the supplemental response was
considered in ruling on the Motion to Dismiss.
Standard of Review
motion to dismiss for failure to state a claim pursuant to
Fed.R.Civ.P. 12(b)(6), a court “must construe the
complaint in the light most favorable to plaintiffs, ”
League of United Latin Am. Citizens v. Bredesen, 500 F.3d
523, 527 (6th Cir. 2007) (citation omitted), “accept
all well-pled factual allegations as true, ” id., and
determine whether the “complaint . . . states a
plausible claim for relief, ” Ashcroft v. Iqbal, 556
U.S. 662, 679 (2009). Under this standard, the plaintiff must
provide the grounds for its entitlement to relief, which
“requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of
action.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555
(2007). A plaintiff satisfies this standard only when it
“pleads factual content that allows the court to draw
the reasonable inference that the defendant is liable for the
misconduct alleged.” Iqbal, 556 U.S. at 678. A
complaint falls short if it pleads facts “merely
consistent with a defendant's liability” or if the
alleged facts do not “permit the court to infer more
than the mere possibility of misconduct.” Id.
at 679. Instead, “a complaint must contain a
‘short and plain statement of the claim showing that
the pleader is entitled to relief.'” Id.
at 663 (quoting Fed.R.Civ.P. 8(a)(2)). “But where the
well-pleaded facts do not permit the court to infer more than
the mere possibility of misconduct, the complaint has
alleged-but it has not ‘show[n]'-‘that the
pleader is entitled to relief.'” Id. at
679 (quoting Fed.R.Civ.P. 8(a)(2)).
“matters outside the pleadings are presented to and not
excluded by the court” when ruling upon a motion under
Rule 12(b)(6), the Federal Rules require that “the
motion must be treated as one for summary judgment under Rule
56.” Fed.R.Civ.P. 12(d). This Rule does not require the
Court to convert a motion to dismiss into a motion for
summary judgment every time the Court reviews documents that
are not attached to the complaint. Greenberg v. Life Ins. Co.
of Va., 177 F.3d 507, 514 (6th Cir. 1999). “[W]hen a
document is referred to in the complaint and is central to
the plaintiff's claim . . . [, ] the defendant may submit
an authentic copy [of the document] to the court to be
considered on a motion to dismiss, and the court's
consideration of the document does not require conversion of
the motion to one for summary judgment.” Id.
Consideration of Matters Outside the Pleadings
the Court must determine, as outlined above, whether to
construe the Motion by Matcha as one to dismiss or one for
summary judgment. The pleadings in this case do not shed much
light on the grounds that would support Matcha's motion.
Instead, the grounds for granting Matcha's motion are set
out in a document attached to the Motion itself. The
document- Matcha's Operating Agreement-is not referred to
in Pure's Complaint, and for the Court to consider it,
the Motion must be converted into one for summary judgment
pursuant to Fed.R.Civ.P. 12(d).
12(d) advises that, when converting a motion to dismiss into
one for summary judgment, “[a]ll parties must be given
a reasonable opportunity to present all the material that is
pertinent to the motion.” “Where one party is
likely to be surprised by the proceedings, notice is
required” to that party that the Court is converting
the motion into one for summary judgment. Bruce v. Corr. Med.
Servs., Inc., 389 Fed.Appx. 462, 465 (6th Cir. 2010).
considering this standard, the Court converts Matcha's
Motion into one for summary judgment. Both parties have cited
to matters outside the pleadings and attached documents to
their filings on the Motion, demonstrating that both not only
were on notice that the Court may refer to them but that they
expected as much. Because both parties attached and relied
upon documents not contained in the pleadings and had an
opportunity to respond to the documents ...