United States District Court, D. Maryland
D.C. MASON BUILDERS, INC., Plaintiff,
BANCROFT CONSTRUCTION CO., et al., Defendants.
ELLEN LIPTON HOLLANDER, District Judge.
This case arises from a contract dispute between a general contractor, defendant Bancroft Construction Company ("Bancroft"), and a sub-subcontractor, plaintiff D.C. Mason Builders, Inc. ("DCMB"). ECF 1 (Complaint); see also ECF 9 (Amended Complaint).
In January 2014, Bancroft entered into a contract ("General Contract") with the Queen Anne's County Board of Education (the "Board"), to serve as the general contractor for a construction project at Stevensville Middle School in Stevensville, Maryland (the "Project"). ECF 9 at ¶¶ 5, 10. Bancroft then entered into a subcontract with JLN Construction Services, LLC ("JLN") for masonry work on the Project (the "JLN Subcontract"). ECF 9 at ¶ 12. In April 2014, JLN, as subcontractor, entered into a contract with a sub-subcontractor, DCMB ("DCMB Subcontract") to perform some of the work embodied in the JLN Subcontract. Id. at ¶ 13. Bancroft, as principal, and Liberty Mutual Insurance Co. ("Liberty"), as surety, issued a Payment Bond to assure payment of subcontractors and materialmen who performed work on the Project. Id. at ¶ 11.
In October 2014, JLN informed DCMB that DCMB was being "suspended'" from work on the Project, "without any cause or reason provided." Id. ¶ 35. "JLN later informed DCMB that the... suspension of its performance of work at the Project was initiated at the direction of Bancroft." Id. ¶ 36. In November 2014, JLN informed DCMB that it did "not anticipate permitting DCMB to return to the Project to complete its work, " id. ¶ 37, resulting "in a de facto termination of the [DCMB Subcontract]." Id. ¶ 38. This suit followed.
The Amended Complaint contains five counts. ECF 9. Count I is an action against Bancroft for payment on the Bond. Id. at ¶ 46-53. Count II alleges a violation of the Civil Rights Act of 1966, as codified at 42 U.S.C. § 1981, granting equal rights under the law to make and enforce contracts. ECF 1 at ¶¶ 54-64. In Count III, DCMB alleges that Bancroft tortiously interfered with plaintiff's contractual relationship, namely, the Subcontract between JLN and DCMB. Id. at ¶¶ 65-70. In Count IV, plaintiff alleges that Bancroft conspired with others to discriminate against DCMB and to interfere with its Subcontract. Id. at ¶¶ 71-74. Count V is an action against Liberty for payment on the Bond. Id. at ¶¶ 75-89. Plaintiff demands both compensatory and punitive damages, plus interest, attorney's fees, and costs. Id. at ¶¶ 53, 64, 70, 74, 89.
Bancroft has filed a motion to dismiss Counts III and IV (ECF 13, "Motion"), which is supported by a memorandum of law (ECF 13-1, "Memo"). It argues that Counts III and IV fail to state a claim and must be dismissed, with prejudice, pursuant to Fed.R.Civ.P. 12(b)(6). ECF 13-1 at 4, 9. Bancroft also submitted a copy of the DCMB Subcontract as an exhibit to its Motion. ECF 13-2 (Ex. A). However, it did not submit copies of the JLN Subcontract or the General Contract. DCMB opposes the Motion, ECF 14 ("Opposition"), and defendants have replied. ECF 16 ("Reply").
The Motion has been fully briefed, and no hearing is necessary to resolve it. See Local Rule 105.6. For the reasons set forth below, I will deny the Motion in part and grant it in part.
I. Standard of Review
A motion to dismiss under Fed.R.Civ.P. 12(b)(6) tests the adequacy of a complaint. To survive a Rule 12(b)(6) motion, a complaint must satisfy the pleading standard articulated in Fed.R.Civ.P. 8(a)(2), which requires a "short and plain statement of the claim showing that the pleader is entitled to relief." The purpose of the rule is to provide the defendant with "fair notice" of the claim and the "grounds" for entitlement to relief. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 & n.3 (2007). That showing must consist of more than "a formulaic recitation of the elements of a cause of action" or "naked assertion[s] devoid of further factual enhancement." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal citations omitted); see Painter's Mill Grille, LLC v. Brown, 716 F.3d 342, 350 (4th Cir. 2013).
To defeat a motion under Rule 12(b)(6), a complaint "must plead facts sufficient to show that [the] claim has substantive plausibility." Johnson v. City of Shelby, Mis s., ___ U.S. ___, 135 S.Ct. 346, 347 (2014); see Iqbal, 556 U.S. at 684 ("Our decision in Twombly expounded the pleading standard for all civil actions'....") (citation omitted); Twombly, 550 U.S. at 570; see also Epps v. JP Morgan Chase Bank, N.A., 675 F.3d 315, 320 (4th Cir. 2012); Simmons v. United Mortg. & Loan Inv., LLC, 634 F.3d 754, 768 (4th Cir. 2011). If the "well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, " the complaint has not shown that "the pleader is entitled to relief.'" Iqbal, 556 U.S. at 679 (citation omitted).
In reviewing a Rule 12(b)(6) motion, a court "must accept as true all of the factual allegations contained in the complaint, '" and must "draw all reasonable inferences [from those facts] in favor of the plaintiff.'" E.I. du Pont de Nemours & Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th Cir. 2011) (citations omitted); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th Cir. 2011), cert. denied, ___ U.S. ___, 132 S.Ct. 402 (2011). The complaint must contain sufficient factual detail to "nudge [the plaintiff's] claims across the line from conceivable to plausible." Twombly, 550 U.S. at 570; accord Iqbal, 556 U.S. at 680.
Dismissal "is inappropriate unless, accepting as true the well-pled facts in the complaint and viewing them in the light most favorable to the plaintiff, the plaintiff is unable to state a claim to relief....'" Brockington v. Boykins, 637 F.3d 503, 505-06 (4th Cir. 2011) (citation omitted). But, the court need not accept unsupported or conclusory factual allegations devoid of any reference to actual events. See Francis v. Giacomelli, 588 F.3d 186, 193 (4th Cir. 2009). Nor must it accept legal conclusions couched as factual allegations, Iqbal, 556 U.S. at 678, or legal conclusions drawn from the facts. See Papasan v. Allain, 478 U.S. 265, 286 (1986); Monroe v. City of Charlottesville, 579 F.3d 380, 385-86 (4th Cir. 2009), cert. denied, 559 U.S. 992 (2010).
In regard to a Rule 12(b)(6) motion, courts generally do not "resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses" through a Rule 12(b)(6) motion. Edwards v. City of Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999) (quotation marks omitted). However, "in the relatively rare circumstances where facts sufficient to rule on an affirmative defense are alleged in the complaint, the defense may be reached by a motion to dismiss filed under Rule 12(b)(6)." Goodman v. Praxair, Inc., 494 F.3d 458, 464 (4th Cir. 2007) (en banc); accord Pressley v. Tupperware Long Term Disability Plan, 553 F.3d 334, 336 (4th Cir. 2009). Because Rule 12(b)(6) "is intended [only] to test the legal adequacy of the complaint, " Richmond, Fredericksburg & Potomac R.R. Co. v. Forst, 4 F.3d 244, 250 (4th Cir. 1993), "[t]his principle only applies... if all facts necessary to the affirmative defense clearly appear on the face of the complaint. '" Goodman, 494 F.3d at 464 (quoting Richmond, 4 F.3d at 250) (emphasis added in Goodman ).
In evaluating the sufficiency of a complaint in connection with a Rule 12(b)(6) motion, a court ordinarily "may not consider any documents that are outside of the complaint, or not expressly incorporated therein...." Clatterbuck v. City of Charlottesville, 708 F.3d 549, 557 (4th Cir. 2013); see Bosiger v. U.S. Airways, 510 F.3d 442, 450 (4th Cir. 2007). However, a court may properly consider documents incorporated into the complaint or attached to the motion to dismiss, "so long as they are integral to the complaint and authentic.'" U.S. ex rel. Oberg v. Pennsylvania Higher Educ. Assistance Agency, 745 F.3d 131, 136 (4th Cir. 2014) (quoting Philips v. Pitt Cty Memorial Hosp., 572 F.3d 176, 180 (4th Cir. 2009)); see Anand v. Ocwen Loan Servicing, LLC, 754 F.3d 195, 198 (4th Cir. 2014); Am. Chiropractic Ass'n v. Trigon Healthcare, Inc., 367 F.3d 212, 234 (4th Cir.), cert. denied, 543 U.S. 979 (2004). To be "integral, " a document must be one "that by its ...