United States District Court, D. Maryland
COASTAL SPRAY FOAMING, LLC, Plaintiff.
REYNOLDS HOME SOLUTIONS, INC., and SUPERIOR SPRAY SOLUTIONS and FOAMDEPOT.COM and ROGER REYNOLDS and JACKIE REYNOLDS and Defendants.
MEMORANDUM & ORDER
Mark Coulson United States Magistrate Judge.
Coastal Spray Foaming, LLC (“Coastal Spray”),
brought this breach of warranty action against Defendants,
Reynolds Home Solutions, Inc. (“Reynolds Home”),
Superior Spray Solutions (“Superior Spray”), Foam
Depo (a/k/a Foamdepot.com), Mr. Roger Reynolds, and Ms.
Jackie Reynolds, following the purchase of “spray foam
insulation equipment and components.” (ECF No. 2). The
parties consented to proceed before a magistrate judge
pursuant to 28 U.S.C. § 636(c) and Local Rule 301.4.
(ECF Nos. 21, 22). Now pending before the Court is
Defendants' “Motion to Dismiss for Failure to State
a Claim or in the Alternative, Motion for Summary Judgment
for Summary Judgment.” (ECF No. 8). The Court has also
considered Plaintiff's Response in Opposition and
Defendants' Reply. (ECF Nos. 13, 15). Pursuant to 105.6
(D. Md. 2014), the Court finds that no hearing was necessary.
For the reasons that follow, Defendant's Motion is
GRANTED, and the case will continue against Reynolds Home
their present motion, Defendants contend that
“Plaintiff's claims should be dismissed against the
Non-Entity Defendants, ” Superior Spray, Foam Depo
(a/k/a Foamdepot.com), Mr. Reynolds, and Ms. Reynolds,
because these Defendants “are either trade names, a web
domain address, or individuals shielded from any liability
through the creation of a corporate entity.” In its
response, Plaintiff concedes that Superior Spray is a trade
name and, as such, should be dismissed from this case. (ECF
No. 13-1 at 3). Plaintiff insists, however, that dismissal
against the remaining Non-Entity Defendants would not be
proper because Plaintiff believes there is a legal basis for
liability for these three Defendants and it has plead
sufficient facts to survive a motion to dismiss.
Plaintiff acknowledges, to survive the challenge of a motion
to dismiss filed pursuant to Fed. R. Civ. P.12(b)(6), 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, 556 U.S. 662, 678 (2009) (quoting Bell
Atlantic Corp. v. Twombly, 550 U.S. 554, 570 (2007)). A
complaint is facially plausible "when the plaintiff
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.
The complaint, however, must not rely on bald allegations, as
its "factual allegations must be enough to raise a right
to relief above the speculative level."
Twombly, 550 U.S at 555. Stated another way,
Plaintiffs may not “rely on naked assertions,
speculation, or legal conclusions.” Trotter v.
Kennedy Krieger Inst., Inc., No. CIV. 11-3422-JKB, 2012
WL 3638778, at *2 (D. Md. Aug. 22, 2012) (internal citations
omitted). “If after viewing the complaint in this light
the court cannot infer more than the mere possibility of
misconduct, then the motion should be granted and the
complaint dismissed. Id. (internal citations
Complaint, Plaintiff describes “Foam Depot (a/k/a
Foamdepot.com)” as “a fictitious entity doing
business in New York under an assumed name.” (ECF No. 2
at para. 13). However, other than Plaintiff's naked
assertion, there is nothing establishing that the alleged
fictitious entity Foam Depot has been put to any use by any
person or enterprise outside of the acknowledged web address
used by Reynolds Home, “Foamdepot.com.” Plaintiff
has cited no authority for the proposition that an
entity's website can be separately sued, especially in a
situation where a properly named defendant does not disclaim
ownership of that website.
importantly, Plaintiff does not describe any specific
transaction or interaction with Foam Depot or the website
“Foamdepot.com” that would form the basis for
liability. To the contrary, the invoice that Plaintiff
attaches to the Complaint that is the basis for its warranty
claim states on its face that it was issued from Spray
Solutions, which all parties agree is the trade name for
Reynolds Home. Accordingly, even if there were sufficient
allegations in the pleadings that Foam Depot or Foamdepot.com
was a “fictitious entity, ” and there was legal
support for the proposition that the website itself was
capable of being sued, this motion to dismiss would still be
granted because the Complaint does not make any connection
between that purportedly fictitious entity/website and the
underlying claims in the Complaint: “breach of implied
warranty of merchantability” and “breach of
implied warranty of fitness for particular purpose.”
also seek to dismiss the claims brought against Mr. and Ms.
Reynolds, the individual Defendants and principals of
Reynolds Home, because they contend that, in its Complaint,
Plaintiff provides “no support that would permit this
Court to pierce the corporate veil and make the [i]ndividual
Defendants proper parties to this suit.” Plaintiff,
however, opposes that request, stating that the
“Complaint alleges two separate theories which support
piercing the corporate veil.” First, Plaintiff claims
that “Defendants have set up various fictitious
entities without registered agents, all run from the same
place of business which happens to be the individual
Defendant's home address.” Secondly, Plaintiff
states that the complaint alleges a theory of
“fraud” in that “the individual defendants
hold themselves out as running various fictitious entities
devoid of registered agents.” Although Plaintiff casts
these as two different theories for piercing the corporate
veil, the Court would consider these as a single theory of
to Maryland law,  “a court may pierce the corporate
veil only to prevent fraud or enforce a paramount
equity.” Baltimore Line Handling Co. v.
Brophy, 771 F.Supp.2d 531, 553 (D. Md. 2011) (internal
citations omitted). Thus, “in order to pierce the
corporate veil, [a] plaintiff's well-pleaded allegations
and evidence must be tantamount to fraud or invoke a
paramount equity. Courts have described as
‘herculean' the challenge facing a party seeking to
pierce the corporate veil on these grounds. Id.
(citing Residential Warranty Corp. v. Bancroft
Homes, 728 A.2d 783, 790-791 (Md.App. 1999), where the
Court of Special Appeals stated that “Maryland is more
restrictive than other jurisdictions in allowing a plaintiff
to pierce a corporation's veil”).
relates to allegations of fraud at the pleadings phase, which
form the basis of Coastal Spray's theory for piercing the
corporate veil, this Court looks to Federal Rule of Civil
Procedure 9(b), which provides that “[i]n alleging
fraud or mistake, a party must state with particularity the
circumstances constituting fraud or mistake.” Further,
this “heightened standard” means that “a
plaintiff must plead with particularity the circumstances
constituting fraud, “includ[ing] the time, place, and
contents of the false representations, as well as the
identity of the person making the misrepresentation and what
he obtained thereby.” Fid. & Guar. Life Ins.
Co. v. United Advisory Grp., Inc., No. CIV. WDQ-13-0040,
2014 WL 346630, at *8 (D. Md. Jan. 29, 2014) (citing Federal
Rule of Civil Procedure 9).
claims and allegations in the complaint do not come anywhere
near this standard. At most, the Complaint suggests that
Defendants had sold malfunctioning equipment to Plaintiffs
and that Defendants had set up a business and website without
a registered agent. These allegations alone do not suggest
fraudulent activity on the part of Defendants. The Complaint
does not allege any misleading or false misrepresentation
underlying the sale complained of, nor does the Complaint
even suggest that Plaintiff in some way relied on alleged
fraudulent conduct, resulting in a compensable harm.
Accordingly, because the Court does not find the allegations
in the Complaint sufficient to pierce the corporate veil, Mr.
and Ms. Reynolds, the individual Defendants, are not proper
parties to this suit. See Curtis G. Testerman Co. v.
Buck, 667 A.2d 649, 653 (Md. 1995) (“an officer is
not personally liable on an agreement when there is
no evidence in the record that the officer intended to assume
foregoing reasons, Defendant's Motion is GRANTED, leaving
Reynolds Home as the remaining Defendant in this action.
 The Court will treat this motion as a
“motion to dismiss” because the Court was not
required to consider any materials outside the original
pleadings and their attachments to resolve this matter. See
Pegues v. Wal-Mart Stores, Inc., 63 F.Supp.3d 539,
542 (D. Md. 2014) (“When reviewing a motion to dismiss,
the court may consider documents attached to the complaint,
as well as documents attached to the motion to dismiss, if
they are integral to the complaint and their authenticity is
not disputed. However, if the Court considers matters outside