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Selfgrid, LLC v. Custom Welding & Fabricating, Inc.

United States District Court, Fourth Circuit

November 26, 2013

SELFGRID, LLC
v.
CUSTOM WELDING & FABRICATING, INC. et al.

MEMORANDUM

WILLIAM M. NICKERSON, Senior District Judge.

Presently pending before the Court is a Motion to Dismiss filed by Defendants Custom Welding & Fabricating, Inc. and Daniel Muffoletto. ECF No. 5. The motion is ripe for review. For the reasons stated herein, the Court determines that no hearing is necessary, Local Rule 105.6, and the Motion to Dismiss will be denied.

I. FACTUAL AND PROCEDURAL BACKGROUND

Plaintiff SelfGrid, LLC filed a Complaint against Defendants, Custom Welding & Fabricating, Inc. ("Custom Welding") and Daniel Muffoletto. Plaintiff alleges that it owns a GSW7000 Mobile Energy System ("the Trailer"), which it rents to customers in need of mobile green energy. Plaintiff asserts that it entered into a contract with Defendant Custom Welding, under which Custom Welding would perform various repairs, Plaintiff would pre-pay the quoted costs of the repairs (not to exceed $2, 200.00), and, "upon speedy completion of the repairs, " Custom Welding would return the Trailer to Plaintiff. Compl. ¶ 10. Plaintiff transferred possession of the Trailer to Custom Welding, through Defendant Muffoletto, on January 11, 2013. To date, Defendants have not returned the Trailer to Plaintiff.

Plaintiff alleges that it repeatedly requested updates on the Trailer, and that Defendants, from January through March, apparently continued to find mechanical problems with the Trailer that needed repair and exceeded the original $2, 200.00 quote. On Monday, March 4, Muffoletto informed Plaintiff that the Trailer was ready for pickup, sent Plaintiff "a number of invoices totaling $34, 336.40 and demanded payment of the same prior to release of the Trailer." Compl. ¶ 20. According to Plaintiff, only a small fraction of the invoiced charges related to the Trailer in 2013. The remainder was "for work Custom Welding alleges it performed on multiple GSW7000s in 2011 and 2012 when the Trailer and other GSW7000s now owned by [Plaintiff] were owned by a different entity, Green Trail Energy, Inc." Compl. ¶ 21.

Plaintiff alleges that, when it demanded that Custom Welding correct the invoices and release the Trailer, Defendant Muffoletto claimed that "he would release the Trailer only when SelfGrid paid both SelfGrid and Green Trail's invoices, or when a Dorchester [C]ounty Judge orders me to release it.'" Compl. ¶ 23. Plaintiff thereafter filed the present suit, alleging claims for (1) breach of contract; (2) unjust enrichment/quantum meruit; (3) negligent misrepresentation; (4) fraud; and (5) trover and conversion.

Defendants filed a Motion to Dismiss on July 17, 2013, contending that Plaintiff's Complaint is "a glorified replevin claim" and Plaintiff should therefore have requested a show cause hearing pursuant to Federal Rule of Civil Procedure 64 and Maryland Rule 12-601. Moreover, Defendants assert that Plaintiff has not demonstrated its right to ownership of the Trailer, and that the Complaint should be dismissed because Green Trail Energy, Inc. ("Green Trail") the entity that Defendant contends may be the owner of the Trailer, is a necessary party that has not been joined.

II. LEGAL STANDARD

Pursuant to Fed.R.Civ.P. 12(b)(6), the Court may dismiss a complaint for failure "to state a claim upon which relief can be granted." To survive a motion to dismiss, a complaint need only contain "enough facts to state a claim for relief that is plausible on its face." Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 570 (2007). In considering a motion to dismiss, the Court assumes "that all the [factual] allegations in the complaint are true, " id. at 555, and resolves all reasonable inferences in favor of the plaintiff. Braden v. Wal-Mart Stores, Inc. , 588 F.3d 585, 595 (8th Cir. 2009).

III. ANALYSIS

At the outset, the Court notes that Defendants' Motion to Dismiss contains, as exhibits, various documents relating to their assertion that Plaintiff is not the owner of the Trailer.[1] These documents cannot be fairly considered as integral to and relied upon in Plaintiff's Complaint, as they are more appropriately viewed as relating to a defense to be asserted by Defendants. Because Plaintiff did not refer to and rely upon those documents in its Complaint, the Court may not consider those documents in deciding a Motion to Dismiss without converting it to a Motion for Summary Judgment. See, e.g., Bosiger v. U.S. Airways , 510 F.3d 442, 450 (4th Cir. 2007). The Court declines to do so, and will not, therefore, consider the exhibits attached to Defendants' Motion to Dismiss. See HQM, Ltd. v. Hatfield , 71 F.Supp.2d 500, 502 (D. Md. 1999). Thus, to the extent that Defendants assert that the Complaint must be dismissed because Plaintiff has not demonstrated ownership of the Trailer, the Motion to Dismiss will be denied. See Compl. ¶ 6 ("At all times relevant to this action, SelfGrid has been the owner of a GSW7000 Mobile Energy System (the "GSW7000" or the "Trailer")....); Twombly , 550 U.S. at 555 (noting that the court, in considering a motion to dismiss, assumes all factual allegations in the complaint to be true).

A. Plaintiff is Not Required to Bring a Replevin Claim

Defendants argue that, in lieu of Counts I-IV, Plaintiff was required to bring a claim sounding in replevin. Because Plaintiff did not act in compliance with Maryland Rule 12-601, by failing to bring a replevin action or request an initial show cause hearing to "determine the right to possession before judgment" scheduled "less than seven days after service, " Defendants assert that the Complaint should be dismissed. See Md. Rule 12-601(d)(2).

Defendants do not, however, point to any legal authority stating that Plaintiff is required to bring a replevin action in order to obtain the relief it seeks. Maryland Rule 12-601(a) provides that "[a] person claiming the right to immediate possession of personal property may file an action under this Rule for possession before judgment." (Emphasis added). Maryland Rule 12-601 is therefore permissive, and does not ...


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