United States District Court, D. Maryland
Lipton Hollander, United States District Judge
McClung-Logan Equipment Company, Inc. (“McClung”)
filed suit against Harbour Constructors, Co.
(“Harbour”) and Cross-Land Harbour, Inc.
(“Cross-Land”), alleging claims for breach of
contract, unjust enrichment, and quantum meruit. ECF 1
(Complaint). In the Complaint, which is supported by
exhibits, McClung seeks damages of $233, 147.73, plus
interest and costs. Id.
to McClung, defendants rented construction equipment from
plaintiff but failed to make timely payments and are in
default. Id. ¶¶ 8, 11. Although plaintiff
asserts that defendants made their last payment on April 4,
2011 (id. ¶ 10), this suit was not filed until
September 13, 2017. Before this suit was filed, however, the
parties were involved in litigation in state court in
Virginia, as well as this Court.
have moved to dismiss the Complaint for failure to state a
claim, pursuant to Fed.R.Civ.P. 12(b)(6). ECF 11. The motion
is supported by a memorandum of law. ECF 11-1 (collectively,
“Motion”). In the Motion, defendants argue that
plaintiff's claims are barred by Maryland's
three-year statute of limitations. ECF 11-1 at 5-6;
see Md. Code (2013 Repl. Vol., 2017 Supp.), §
5-101 of the Courts and Judicial Proceedings Article
(“C.J.”). Defendants also assert that the
Complaint fails to state a claim upon which relief may be
granted. ECF 11-1 at 6-14.
opposes the Motion (ECF 12, “Opposition”), and
has submitted six additional exhibits. The gravamen of
plaintiff's Opposition is that prior proceedings in a
Virginia State court and defendant's alleged misdeeds in
this Court have equitably tolled the statute of limitations.
See ECF 12 at 2-9. Moreover, plaintiff argues that
the Complaint is not deficient. Id. at 9-12.
Defendant replied. ECF 13 (“Reply”).
hearing is necessary to resolve the Motion. See
Local Rule 105.6. For the reasons that follow, I shall grant
the Motion, without prejudice, and with leave to amend.
defendant may test the legal sufficiency of a complaint by
way of a motion to dismiss under Rule 12(b)(6). In re
Birmingham, 846 F.3d 88, 92 (4th Cir. 2017); Goines
v. Valley Cmty. Servs. Bd., 822 F.3d 159, 165-66 (4th
Cir. 2016); McBurney v. Cuccinelli, 616 F.3d 393,
408 (4th Cir. 2010), aff'd sub nom. McBurney v.
Young, 569 U.S. 221 (2013); Edwards v. City of
Goldsboro, 178 F.3d 231, 243 (4th Cir. 1999). A Rule
12(b)(6) motion constitutes an assertion by a defendant that,
even if the facts alleged by a plaintiff are true, the
complaint fails as a matter of law “to state a claim
upon which relief can be granted.”
a complaint states a claim for relief is assessed by
reference to the pleading requirements of Fed.R.Civ.P.
8(a)(2). That rule provides that a complaint must contain 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 defendants with “fair
notice” of the claims against them and the
“grounds” for entitlement to relief. Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 555-56 (2007).
survive a motion under Fed.R.Civ.P. 12(b)(6), a complaint
must contain facts sufficient to “state a claim to
relief that is plausible on its face.”
Twombly, 550 U.S. at 570; see Ashcroft v.
Iqbal, 556 U.S. 662, 684 (2009) (“Our decision in
Twombly expounded the pleading standard for
‘all civil actions' . . . .” (citation
omitted)); see also Willner v. Dimon, 849 F.3d 93,
112 (4th Cir. 2017). But, a plaintiff need not include
“detailed factual allegations” in order to
satisfy Rule 8(a)(2). Twombly, 550 U.S. at 555.
Moreover, federal pleading rules “do not countenance
dismissal of a complaint for imperfect statement of the legal
theory supporting the claim asserted.” Johnson v.
City of Shelby, Miss., ___U.S. ___, 135 S.Ct.
346, 346 (2014) (per curiam).
the rule demands more than bald accusations or mere
speculation. Twombly, 550 U.S. at 555; see
Painter's Mill Grille, LLC v. Brown, 716 F.3d 342,
350 (4th Cir. 2013). If a complaint provides no more than
“labels and conclusions” or “a formulaic
recitation of the elements of a cause of action, ” it
is insufficient. Twombly, 550 U.S. at 555. Rather,
to satisfy the minimal requirements of Rule 8(a)(2), the
complaint must set forth “enough factual matter (taken
as true) to suggest” a cognizable cause of action,
“even if . . . [the] actual proof of those facts is
improbable and . . . recovery is very remote and
unlikely.” Twombly, 550 U.S. at 556 (internal
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); see Semenova v. Maryland Transit
Admin., 845 F.3d 564, 567 (4th Cir. 2017); Houck v.
Substitute Tr. Servs., Inc., 791 F.3d 473, 484 (4th Cir.
2015); Kendall v. Balcerzak, 650 F.3d 515, 522 (4th
Cir. 2011), cert. denied, 565 U.S. 943 (2011). But,
a court is not required to accept legal conclusions drawn
from the facts. See Papasan v. Allain, 478 U.S. 265,
286 (1986). “A court decides whether [the pleading]
standard is met by separating the legal conclusions from the
factual allegations, assuming the truth of only the factual
allegations, and then determining whether those allegations
allow the court to reasonably infer” that the plaintiff
is entitled to the legal remedy sought. A Society Without
a Name v. Virginia, 655 F.3d 342, 346 (4th. Cir. 2011),
cert. denied, 566 U.S. 937 (2012).
general, courts 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).
But, “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, 533 F.3d 334, 336 (4th Cir. 2009); see also
U.S. ex rel. Oberg v. Penn. Higher Educ. Assistance
Agency, 745 F.3d 131, 148 (4th Cir. 2014). However,
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
Forst, 4 F.3d at 250) (emphasis added in
limited circumstances, when resolving a Rule 12(b)(6) motion,
a court may consider documents beyond the complaint without
converting the motion to dismiss to one for summary judgment.
Goldfarb v. Mayor & City Council of Baltimore,
791 F.3d 500, 508 (4th Cir. 2015). In particular, a court may
properly consider documents that are “explicitly
incorporated into the complaint by reference and those
attached to the complaint as exhibits.”
Goines, 822 F.3d at 166 (citations omitted); see
also U.S. ex rel. Oberg v. Pennsylvania Higher Educ.
Assistance Agency, 745 F.3d 131, 136 (4th Cir. 2014);
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. 2004),
cert. denied, 543 U.S. 979 (2004); Phillips v.
LCI Int'l Inc., 190 F.3d 609, 618 (4th Cir. 1999).
“before treating the contents of an attached or
incorporated document as true, the district court should
consider the nature of the document and why the plaintiff
attached it.” Goines, 822 F.3d at 167 (citing
N. Ind. Gun & Outdoor Shows, Inc. v. City of S.
Bend, 163 F.3d 449, 455 (7th Cir. 1998)). Of import
here, “[w]hen the plaintiff attaches or incorporates a
document upon which his claim is based, or when the complaint
otherwise shows that the plaintiff has adopted the contents
of the document, crediting the document over conflicting
allegations in the complaint is proper.”
Goines, 822 F.3d at 167. Conversely, “where
the plaintiff attaches or incorporates a document for
purposes other than the truthfulness of the document, it is
inappropriate to treat the contents of that document as
attached to its Complaint the alleged rental contract with
defendants (ECF 1-2) and a statement showing defendants'
unpaid balance (ECF 1-3). I consider these exhibits to be
incorporated into the Complaint, and I shall therefore
consider them, to the extent they are relevant. As indicated,
plaintiff attached six other exhibits to its Opposition.
These exhibits are not integral to the Complaint, and
plaintiff has offered no legal basis for the Court to
consider them at this stage of litigation. However, I shall
refer to them with regard to this case's procedural