United States District Court, D. Maryland
Lisa V. Kopenhaver
Kevin P. Morgan, et al.
MEMORANDUM TO COUNSEL RE:
before the Court is Defendants Kevin P. Morgan (“Mr.
Morgan”) and Kristy J. Morgan's (“Ms.
Morgan”) (collectively, the “Morgans”)
Motion to Dismiss and Request for a Hearing (ECF No. 6). The
Motion is ripe for disposition, and no hearing is necessary.
See Local Rule 105.6 (D.Md. 2018). For the reasons
outlined below, the Court will deny the Morgans' Motion.
action arises out of a contract dispute between Plaintiff
Lisa v. Kopenhaver, a resident of Pennsylvania, and the
Morgans. The Morgans, a married couple, are
residents of 55 Bunk Drive, Chesapeake City, Maryland 21915,
and own and operate a joint venture, Woodstock Farm, on that
property and an adjoining property, 45 Durney Road. (Compl.
¶ 5, ECF No. 1). The Morgans jointly own the parcels of
land, and “each provided labor to the joint venture,
” the purpose of which is to raise and care for horses.
(Id.). “Upon information and belief, ”
the Morgans jointly invested their financial resources in,
had joint rights to manage, and were entitled to share in any
profits derived from Woodstock Farm. (Id.).
December 2016, Kopenhaver, then managing a horse farm in
Pennsylvania, entered negotiations with Mr. Morgan about
becoming the “Farm Manager” of Woodstock Farm.
(Id. ¶ 6). In January 2017, Mr. Morgan offered,
and Kopenhaver accepted, the position of Farm Manager for
Woodstock Farm: (1) payment of $3, 500.00 per month; (2) a
two-percent annual raise; (3) bonus compensation if any of
the horses maintained at Woodstock Farm won or placed in
races; (4) rent-free housing for Kopenhaver and her family at
67 Court House Point Road, Chesapeake City; and (5) free
board for two horses. (Id.). The contemplated
duration of the agreement was five years. (Id.). On
January 15, 2017, the parties agreed to those terms, and
others, in a signed writing. (Id.).
and Mr. Morgan signed two separate agreements, an Independent
Contractor Agreement and a Housing Agreement. (Id.
Ex. A [“Agmts.”] at 1, ECF No.
1-1). The first paragraph of the Independent
Contractor Agreement identified the party receiving the
services as “Kevin P. Morgan of Augustine Farm (aka
Woodstock Farm).” (Id. at 1). The end of the
Independent Contractor Agreement identified the party
receiving services as “Augustine Farm (aka Woodstock
Farm), ” for whom Mr. Morgan signed as “Kevin P.
Morgan (owner).” (Id. at 1-2). Mr. Morgan also
signed the Housing Agreement as “Kevin P. Morgan
(owner).” (Id. at 2). The Independent
Contractor Agreement stated that it “shall be governed
by the laws of the state of Maryland.” (Id. at
quit her job in Pennsylvania and began working for Woodstock
Farms in February 2017. (Compl. ¶ 7). On or about
November 14, 2017, Mr. Morgan terminated Kopenhaver's
position-without cause-effective January 14, 2018.
(Id. ¶¶ 7-8).
16, 2018, Kopenhaver filed a two-Count Complaint, alleging
against both of the Morgans: Negligen[t]
Misrepresentation/Omission (“Count I”); and
Breach of Contract (“Count II”). (Id.
¶¶ 10-18). Kopenhaver seeks compensatory damages.
(Id. ¶¶ 14, 18).
26, 2018, the filed their Motion to Dismiss and Request for a
Hearing. (ECF No. 6). Kopenhaver filed an Opposition on July
16, 2018. (ECF. No. 9). On August 6, 2018, the Morgans filed
a Reply. (ECF No. 10).
purpose of a motion under Federal Rule of Civil Procedure
12(b)(6) 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 (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 America, 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 America,
NA, 546 Fed.Appx. 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
general rule is that a court may not consider extrinsic
evidence when resolving a motion under Rule 12(b)(6). See
Chesapeake Bay Found., Inc. v. Severstal Sparrows Point,
LLC, 794 F.Supp.2d 602, 611 (D.Md. 2011). But this
general rule is subject to several exceptions. First, a court
may consider documents attached to the complaint,
see Fed.R.Civ.P. 10(c), as well as those attached to
the motion to dismiss, so long as they are integral to the
complaint and authentic, see Blankenship v. Manchin,
471 F.3d 523, 526 n.1 (4th Cir. 2006). Second, a court may
consider documents referred to and relied upon in the
complaint-“even if the documents are not attached as
exhibits.” Fare Deals Ltd. v. World Choice
Travel.com, Inc., 180 F.Supp.2d 678, 683 (D.Md.2001);
accord New Beckley Mining Corp. v. Int'l Union,
United Mine Workers of America, 18 F.3d 1161, 1164 (4th
Cir. 1994). Third, a Court may consider matters of public
record. Philips v. Pitt Cty. Mem. Hosp., 572 F.3d
176, 180 (4th Cir. 2009). In the event that any of these
properly considered extra-pleading materials conflict with
the “bare allegations of the complaint, ” the
extra-pleading materials “prevail.” Fare
Deals, 180 F.Supp.2d at 683; accord RaceRedi
Motorsports, LLC v. Dart Mach., Ltd., 640 F.Supp.2d 660,
664 (D.Md. 2009).
Kopenhaver attaches the Independent Contractor Agreement and
the Housing Agreement to her Complaint. Because these
documents are integral to the Complaint and their
authenticity is not disputed, the Court will consider them
when assessing the Morgans' Motion. See
Blankenship, 471 F.3d at 526 n.1. The Morgans attach
records from the Maryland State Department of Assessments and
Taxation for Woodstock Farm, Woodstock Farm's Operating
Agreement, and checks to Kopenhaver to their Motion. The
Court will not consider these documents because they are not
integral to, referred to, or relied upon in the Complaint.
Id.; see also Fare Deals, 180 F.Supp.2d at
Morgans argue that the Complaint fails to state a claim
against either of them because they contend Kopenhaver
contracted with Woodstock Farm, a limited liability company
(“LLC”), not the Morgans
individually. Kopenhaver counters that she states a
claim against both Morgans as a joint venture, which is the
actual owner of the farm. The Court agrees with Kopenhaver.
The Court addresses each Defendant in turn.
respect to Mr. Morgan, the Morgans contend that he was acting
as an agent of Woodstock Farm when he negotiated and signed
the Independent Contractor Agreement, and therefore he is not