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Kopenhaver v. Morgan

United States District Court, D. Maryland

March 28, 2019

Lisa V. Kopenhaver
v.
Kevin P. Morgan, et al.

          MEMORANDUM TO COUNSEL RE:

         Dear Counsel:

         Pending 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.

         This action arises out of a contract dispute between Plaintiff Lisa v. Kopenhaver, a resident of Pennsylvania, and the Morgans.[1] 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.).

         In 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.).

         Kopenhaver and Mr. Morgan signed two separate agreements, an Independent Contractor Agreement and a Housing Agreement[2]. (Id. Ex. A [“Agmts.”] at 1, ECF No. 1-1).[3] 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 1).

         Kopenhaver 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).

         On May 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).

         On June 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).

         The 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).

         In 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 678.

         The 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).

         Here, 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 683.

         The 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.[4] 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.

         With 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 individually ...


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