United States District Court, D. Maryland
AURA LIGHT U.S. INC., Plaintiff,
LTF INTERNATIONAL LLC, et al., Defendants.
L. Russell, III United States District Judge
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),  and Plaintiff Aura Light U.S.
Inc.'s (“Aura”) Motion for Leave to File
Amended Complaints, (ECF No. 38). 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.
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.
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).
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,
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).
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.
LTF Lighting and Palitti's Motion for Judgment on the
Standard of Review
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).
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)).
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