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 Plaintiff Aura Light U.S.
Inc.'s (“Aura”) Motion for Partial Summary
Judgment (ECF No. 46) and Defendant Paul V. Palitti, Jr.'s
Motion to Dismiss (ECF No. 56). The Motions are ripe for
disposition, and no hearing is necessary. See Local
Rule 105.6 (D.Md. 2016). For the reasons outlined below, the
Court will grant in part and deny in part Aura's Motion
and grant Palitti's Motion.
December 2014 and May 2015, Defendants LTF International, LLC
(“LTF International”), LTF Lighting, LLC
(“LTF Lighting”), WIS Lighting, LLC (“WIS
Lighting”) (collectively, the “Lighting
Defendants”), and Paul V. Palitti, Jr. submitted
thirty-four Purchase Orders for the manufacture and delivery
of specific lighting products. (1st Am. Compl. ¶ 14, ECF No. 54;
Aura Light II 1st Am. Compl. ¶ 15, ECF No.
After manufacturing, or manufacturing and delivering, the
lighting products, Aura sent Defendants thirty-four Invoices,
which corresponded with each Purchase Order. (1st Am. Compl.
¶ 19; Aura Light II 1st Am. Compl. ¶ 19).
Defendants failed to pay the amounts due under the Invoices.
(1st Am. Compl. ¶ 20; Aura Light II 1st Am.
Compl. ¶ 20; Svennson Aff. ¶ 14, ECF No. 46-2).
5, 2017, Aura filed its Motion for Partial Summary Judgment
against the Lighting Defendants in Aura Light II.
(ECF No. 46). The Lighting Defendants filed their Response on
May 26, 2017. (ECF No. 49). On June 19, 2017, Aura filed its
Reply. (ECF No. 55).
8, 2017, while Aura's Motion was pending but unripe, the
Court denied as moot without prejudice LTF International and
Palitti's Motion for Judgment on the Pleadings. (ECF Nos.
52, 53). The Court also granted Aura's Motion for Leave
to File Amended Complaints in Aura Light I and
Aura Light II. (ECF Nos. 52, 53). Both First Amended
Complaints added WIS Lighting as a Defendant and added
allegations that LTF International, LTF Lighting, and WIS
Lighting entered into a “Guaranty Agreement” (the
“Guaranty”) under which the Lighting Defendants
“each unconditionally and irrevocably guaranteed the
payment of any and all sums due and owing” to Aura from
LTF International. (1st Am. Compl. ¶ 16; Aura Light
II 1st Am. Compl. ¶ 16). The First Amended
Complaints also added another breach of contract count (Count
II) against the Lighting Defendants for their breach of the
Guaranty. (1st Am. Compl. ¶¶ 28-34; Aura Light
II 1st Am. Compl. ¶¶ 27-34).
23, 2017, Palitti filed his Motion to Dismiss. (ECF No. 56).
Defendants filed their Response on July 18, 2017. (ECF No.
55). To date, the Court has not received a Reply from
Palitti's Motion to
Standard of Review
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.” King v.
Rubenstein, 825 F.3d 206, 214 (4th Cir. 2016) (quoting
Edwards v. City of Goldsboro, 178 F.3d 231, 243-44
(4th Cir. 1999)). 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.” Id. (citing Twombly,
550 U.S. at 555). Though the plaintiff is not required to
forecast evidence to prove the elements of the claim, the
complaint must allege sufficient facts to establish each
element. Goss v. Bank of Am., N.A., 917 F.Supp.2d
445, 449 (D.Md. 2013) (quoting Walters v. McMahen,
684 F.3d 435, 439 (4th Cir. 2012)), aff'd sub
nom., Goss v. Bank of Am., NA, 546 F.App'x
165 (4th Cir. 2013).
considering a Rule 12(b)(6) motion, a court must examine the
complaint as a whole, consider the factual allegations in the
complaint as true, and construe the factual allegations in
the light most favorable to the plaintiff. Albright v.
Oliver, 510 U.S. 266, 268 (1994); Lambeth v. Bd. of
Comm'rs of Davidson Cty., 407 F.3d 266, 268 (4th
Cir. 2005) (citing Scheuer v. Rhodes, 416 U.S. 232,
236 (1974)). But, the court need not accept unsupported or
conclusory factual allegations devoid of any reference to
actual events, United Black Firefighters v. Hirst,
604 F.2d 844, 847 (4th Cir. 1979), or legal conclusions
couched as factual allegations, Iqbal, 556 U.S. at
threshold matter, the Court notes that in its June 8, 2017
Order granting Aura's Motion for Leave to File Amended
Complaints, the Court directed the Clerk to docket the First
Amended Complaints in both Aura Light I and Aura
Light II. (June 8, 2017 Order, ECF No. 53). The Clerk,
however, only docketed the First Amended Complaint in
Aura Light I. (See ECF Nos. 54, 38-4). As a
result, Palitti now moves to dismiss only the First Amended
Complaint in Aura Light I. The Court will,
therefore, direct the Clerk to docket the First Amended
Complaint in Aura Light II (ECF No. 38-4),
consistent with the Court's June 8, 2017 Order.
(See June 8, 2017 Order). The Court will also direct
Palitti to file a status report within ten days of the date
of this Memorandum Opinion and Order addressing whether he
intends to file a motion to dismiss the First Amended
Complaint in Aura Light II that incorporates or
includes any of the same arguments in his currently pending
to Palitti's Motion, in Aura Light I, Aura
brings a breach of contract claim against LTF International,
LTF Lighting, and Palitti for their failure to pay for the
products Aura manufactured for LTF
International. Palitti argues that the Court should
dismiss him from Aura Light I because the First
Amended Complaint fails to plausibly state a breach of
contract claim against him. The Court agrees for at least two
in the Court's June 8, 2017 Memorandum Opinion, the Court
concluded that no contracts existed between Palitti and Aura
because Palitti had not offered to purchase any goods from
Aura-he had not signed the Purchase Orders in his personal
capacity. (June 8, 2017 Mem. Op. [“Mem. Op.”] at
9-10, ECF No. 52). Aura's First Amended Complaint in
Aura Light I does not alter this fact. Second,
although the First Amended Complaint in Aura Light I
adds allegations related to the Guaranty, Aura does not bring
its new breach of contract count based on the Guaranty
against Palitti. Thus, the Court concludes that Aura does not
plausibly allege a breach of contract claim against Palitti.
Aura seeks to retain Palitti as a party to Aura Light
I because “post-judgment discovery may reveal a
basis for Mr. Palitti's liability, ” such as
piercing the corporate veil or Palitti being an alter ego of
one of the Lighting Defendants. (Pl.'s Resp. at 1, ECF
No. 58). Aura, however, is “bound by the allegations
contained in its complaint and cannot, through the use of
motion briefs, amend the complaint.” Zachair, Ltd.
v. Driggs, 965 F.Supp. 741, 748 n.4 (D.Md. 1997)
aff'd, 141 F.3d 1162 (4th Cir. 1998).
the First Amended Complaint in Aura Light I does not
contain any allegations to support alter ego or veil-piercing
theories of liability. Accordingly, the Court will grant
Aura's Motion for Partial Summary
Standard of Review
reviewing a motion for summary judgment, the Court views the
facts in a light most favorable to the nonmovant, drawing all
justifiable inferences in that party's favor. Ricci
v. DeStefano, 557 U.S. 557, 586 (2009); Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (citing
Adickes v. S.H. Kress & Co., 398 U.S. 144,
158-59 (1970)). Summary judgment is proper when the movant
demonstrates, through “particular parts of materials in
the record, including depositions, documents, electronically
stored information, affidavits or declarations, stipulations
. . . admissions, interrogatory answers, or other materials,
” that “there is no genuine dispute as to any
material fact and the movant is entitled to judgment as a
matter of law.” Fed.R.Civ.P. 56(a), (c)(1)(A).
Significantly, a party must be able to present the materials
it cites in “a form that would be admissible in
evidence, ” Fed.R.Civ.P. 56(c)(2), and supporting
affidavits and declarations “must be made on personal
knowledge” and “set out facts that would be
admissible in evidence, ” Fed.R.Civ.P. 56(c)(4).
motion for summary judgment is properly made and supported,
the burden shifts to the nonmovant to identify evidence
showing there is genuine dispute of material fact. See
Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475
U.S. 574, 586-87 (1986). The nonmovant cannot create a
genuine dispute of material fact “through mere
speculation or the building of ...