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Aura Light U.S. Inc. v. LTF International LLC

United States District Court, D. Maryland

June 8, 2017

AURA LIGHT U.S. INC., Plaintiff,
v.
LTF INTERNATIONAL LLC, et al., Defendants.

          MEMORANDUM OPINION

          George L. Russell, III United States District Judge

         THIS MATTER is before the Court on two ripe Motions: (1) Defendants LTF Lighting LLC (“LTF Lighting”) and Paul V. Palitti, Jr.'s Motion for Judgement on the Pleadings, (ECF No. 31), [1] and Plaintiff Aura Light U.S. Inc.'s (“Aura”) Motion for Leave to File Amended Complaints, (ECF No. 38).[2] No hearing is necessary. See Local Rule 105.6 (D.Md. 2016). For the reasons outlined below, the Court will deny LTF Lighting and Palitti's Motion as moot without prejudice and grant Aura's Motion.

         I. BACKGROUND

         The Court discussed the background facts of this case in its September 15, 2016 Opinion (ECF No. 20). For context, the Court repeats some of those facts here.

         In January 2015, Defendants LTF International LLC (“LTF International”), LTF Lighting, and Palitti (collectively, “Defendants”) introduced Aura to James Industry Group Co., Ltd., a Hong Kong corporation that manufactures lighting products. (Compl. ¶ 11). The parties then engaged in negotiations to create a new business venture for the wholesale marketing, distribution, and sale of lighting products to commercial customers throughout North America. (Id.). Ultimately, the negotiations broke down, and in May 2015, the parties elected not to proceed with the proposed new business venture. (Id. ¶ 12). Nevertheless, while negotiations were ongoing, Aura and Defendants “entered into an agreement pursuant to which Aura would manufacture and deliver to [Defendants] certain lighting products.” (Id. ¶ 13). In accordance with this “agreement, ” during the period of December 2014 through May 2015, Defendants submitted thirty-four purchase orders (the “Purchase Orders”) to Aura for the manufacture and delivery of specific lighting products. (Id. ¶ 14; Compl. ¶ 14, ECF No. 1, GLR-15-3200).

         After Aura either manufactured, or manufactured and delivered, the lighting products that Defendants ordered, Aura sent Defendants thirty-four invoices (the “Invoices”) -- one for each Purchase Order. (Compl. ¶ 15, GLR-15-3198; Compl. ¶ 15, GLR-15-3200). Defendants have failed to pay the Invoices. (Compl. ¶ 17, GLR-15-3198; Compl. ¶ 17, GLR-15-3200). The Purchase Orders and Invoices provide that the total price to Defendants for the products that Aura manufactured is approximately $9 million. (See ECF Nos. 1-1, 1-2, GLR-15-3198; ECF Nos. 1-1, 1-2, GLR-15-3200).

         On October 20, 2015, Aura initiated two breach-of-contract actions against Defendants (the “Actions”). See Aura Light U.S. Inc. v. LTF Int'l LLC, No. GLR-15-3198 (D.Md. filed Oct. 20, 2015); Aura Light U.S. Inc. v. LTF Int'l LLC, No. GLR-15-3200 (D.Md. filed Oct. 20, 2015). On November 20, 2015, Defendants filed Motions to Consolidate the Actions and Motions to Dismiss Complaint for Lack of Subject-Matter Jurisdiction. (ECF Nos. 4, 5, GLR-15-3198; ECF Nos. 4, 5, JFM-15-3200). On December 28, 2015, Aura filed a Motion for Summary Judgment (ECF No. 11, JFM-15-3200). On March 28, 2016, Defendants filed Supplemental Motions to Dismiss Complaint for Lack of Subject-Matter Jurisdiction (ECF No. 10, GLR-15-3198; ECF No. 20, JFM-15-3200). On April 25, 2016, the Court granted Defendants' Motions to Consolidate the Actions. (ECF No. 17, GLR-15-3198; ECF No. 32, JFM-15-3200). On September 15, 2016, the Court denied Defendants' Motions to Dismiss Complaint for Lack of Subject-Matter Jurisdiction and Supplemental Motions to Dismiss Complaint for Lack of Subject-Matter Jurisdiction. (ECF No. 21). That same day, the Court also denied without prejudice Aura's Motion for Summary Judgment. (Id.). Defendants answered and counterclaimed on October 4, 2016. (ECF No. 25).

         Less than two weeks later, on October 13, 2016, LTF Lighting and Palitti filed the present Motion for Judgment on the Pleadings. (ECF No. 31). It was fully briefed as of November 17, 2016. (See ECF Nos. 34, 35). On January 6, 2017, Aura filed the instant Motion for Leave to File Amended Complaints. (ECF No. 38). Palitti responded in opposition on January 27, 2017. (ECF No. 42). To date, the Court has no record that Aura replied.

         II. DISCUSSION

         A. LTF Lighting and Palitti's Motion for Judgment on the Pleadings

         1. Standard of Review

         LTF Lighting and Palitti move under Federal Rule of Civil Procedure 12(c) for judgment on the pleadings. “Under Rule 12(c), a party may move for judgment on the pleadings any time after the pleadings are closed, as long as it is early enough not to delay trial.” Prosperity Mortg. Co. v. Certain Underwriters At Lloyd's, London, No. GLR-12-2004, 2013 WL 3713690, at *2 (D.Md. July 15, 2013). The pleadings are closed when the defendant files an answer. See Burbach Broad. Co. of Del. v. Elkins Radio Corp., 278 F.3d 401, 405 (4th Cir. 2002).

         A Rule 12(c) motion is governed by the same standard as Rule 12(b)(6) motions to dismiss. Id. at 406. “The purpose of a Rule 12(b)(6) motion is to test the sufficiency of a complaint, ” not to “resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.” Edwards v. City of Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999) (quoting Republican Party v. Martin, 980 F.2d 943, 952 (4th Cir. 1992)). A complaint fails to state a claim if it does not contain “a short and plain statement of the claim showing that the pleader is entitled to relief, ” Fed.R.Civ.P. 8(a)(2), or does not “state a claim to relief that is plausible on its face, ” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

         A claim 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.” Id. (citing Twombly, 550 U.S. at 556). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice” to state a plausible claim for relief. Id. (citing Twombly, 550 U.S. at 555). Though the plaintiff is not required to forecast evidence to prove the elements of the claim, to state a plausible claim, the complaint must allege sufficient facts to establish each element of the claim. Goss v. Bank of Am., N.A., 917 ...


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