United States District Court, D. Maryland, Southern Division
J. HAZEL UNITED STATES DISTRICT JUDGE.
Wadhah Raad Almilaji, a citizen of Connecticut, was hired by
JS International, Inc. (“JSI”), a corporation
formed and with its principal office in Maryland, to work as
its Branch Manager in Iraq on June 27, 2017. Plaintiff
alleges that, under the terms of their agreement, Defendant
owes him $199, 000.00. Defendant has moved to dismiss
Plaintiff's claims. ECF No. 8. No. hearing is necessary.
See Loc. R. 105.6. For the following reasons,
Defendant's Motion to Dismiss is denied.
2017, Defendant's subcontractor, a Turkish company called
Limitless, contracted with an individual named Hayder Raad
Abed to provide modular containers for living quarters. ECF
Nos. 1-2, 6-1 ¶¶ 7-8. Abed breached that contract,
so Defendant directed Plaintiff to procure and supply modular
containers for living quarters to one of its subcontractors,
promising to pay him in accordance with the prior contract.
Id. ¶¶ 7-9. Plaintiff procured the modular
living containers and delivered them to JSI on or about July
28, 2017, incurring $547, 440.000 in costs. Id.
¶ 10. However, JSI only made $400, 000.00 of payments to
Plaintiff. Id. ¶ 11. Defendant also ordered
Plaintiff to order a batch plant-a machine that mixes,
stores, and casts concrete. Id. ¶ 12. Defendant
agreed to purchase the plant for $63, 000, but only paid
Plaintiff $44, 000. Id. Soon thereafter, Defendant
ordered Plaintiff to procure office space in Baghdad, and he
secured a commercial lease at a cost of $12, 000.
Id. ¶ 13. Defendant only paid Plaintiff $1, 000
for this space. Id. ¶ 15. Defendant also
directed Plaintiff to procure visas for seven JSI employees
to work in Iraq, at a cost of $22, 000. Id. ¶
16. The employees never arrived in Iraq, and JSI refused to
pay for the visas. Id.
has attached contracts, invoices, and receipts to his
Complaint related to each of the above transactions. Many of
these documents are in Arabic, and Defendants have offered
translations of some of these documents that challenge
Plaintiff's allegations as to their content. See
ECF Nos 8-2, 8-3.
STANDARD OF REVIEW
motion to dismiss for failure to state a claim pursuant to
Fed.R.Civ.P. 12(b)(6), the Court “must accept the
factual allegations of the complaint as true and construe
them in the light most favorable to the nonmoving
party.” Rockville Cars, LLC v. City of Rockville,
Md., 891 F.3d 141, 145 (4th Cir. 2018). To overcome a
12(b)(6) motion, the “complaint must contain sufficient
factual matter, accepted as true, ‘to 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)). Plaintiffs must “provide sufficient
detail” to show “a more-than-conceivable chance
of success on the merits.” Upstate Forever v.
Kinder Morgan Energy Partners, 887 F.3d 637, 645 (4th
Cir. 2018) (citing Owens v. Balt. City State's
Attorneys Office, 767 F.3d 379, 396 (4th Cir. 2014)).
The mere recitation of “elements of a cause of action,
supported only by conclusory statements, is not sufficient to
survive a motion made pursuant to Rule 12(b)(6).”
Walters v. McMahen, 684 F.3d 435, 439 (4th Cir.
2012). Nor must the Court accept unsupported legal
allegations. Revene v. Charles Cnty. Commis., 882
F.2d 870, 873 (4th Cir. 1989). A plausibility determination
is a “context-specific inquiry” that relies on
the court's “experience and common sense.”
Iqbal, 556 U.S. at 679-80. Finally, a court
“may consider official public records, documents
central to plaintiff's claim, and documents sufficiently
referred to in the complaint so long as the authenticity of
these documents is not disputed.” Witthohn v. Fed.
Ins. Co., 164 Fed.Appx. 395, 396 (4th Cir. 2006).
brings claims for breach of contract, or, in the alternative,
detrimental reliance, unjust enrichment, quantum meruit, or
quantum valebant. Defendant seeks dismissal of each of these
Maryland, “a breach of contract claim is sufficiently
pled when the pleader ‘alleges the existence of a
contractual obligation' and a ‘material breach of
that obligation' by the opposing party.” Yarn
v. Hamburger Law Firm, LLC, No. 1:12-03096, 2014 WL
2964986, at *3 (D. Md. 2014) (quoting RRC Ne., LLC v. BAA
Md., Inc., 413 Md. 638, 658 (Md. 2010)). To survive a
motion to dismiss, “a complaint alleging a breach of
contract ‘must of necessity allege with certainty and
definiteness facts showing a contractual obligation
owed by the defendant to the plaintiff and a breach of that
obligation by defendant.'” RRC, 413 Md. at
655 (quoting Continental Masonry Co., Inc. v. Verdel
Constr. Co., Inc., 279 Md. 476, 480 (Md. 1977))
(emphasis in original). “[T]he necessary allegations of
fact sufficient to state a cause of action . . . in a simple
factual situation vary from those in more complex factual
situations.” Id. (internal quotations
omitted). Plaintiffs “do not need to attach a complete
copy of a contract to the complaint or provide specific
language of the contract, but rather, they need only to
provide enough information for the Plaintiffs to be able to
craft a response.” Yarn, 2014 WL 2964986, at
*3. To establish a binding contract, “a plaintiff must
adduce evidence of an offer and an acceptance, and of a
meeting of the minds as to the essential terms of the
contract.” ABT Assocs., Inc. v. JHPIEGO Corp.,
9 Fed.Appx. 172, 176 (4th Cir. 2001) (citing Safeway
Stores, Inc. v. Altman, 296 Md. 486, 489 (Md. 1983)).
has alleged that Defendant asked him to “perform in
place of Mr. Abed” in exchange for payment. The
contract between Limitless and Abed contains specific items
to be procured, specifications for those items, and prices.
See ECF No. 1-2. Plaintiff contends that he agreed
to Defendant's offer and performed the contract, but that
he was not paid sufficiently.For the purposes of withstanding a
motion to dismiss, no more is needed. Defendants'
arguments challenging Plaintiff's actual performance of
the contract and the amount of damages are questions of fact
not appropriate to resolve on a motion to dismiss. Plaintiff
has therefore sufficiently pled the existence of a contract
in regards to the supply of the modular shipping containers.
has similarly pled the existence of contracts in regards to
the order of the batch plant, the commercial lease, and the
visas. For each of these transactions, Plaintiff alleges that
he and Defendant agreed that he would supply the needed
machine, lease, and visas in exchange for a sum of money.
Defendant again raises multiple disputes of fact-claiming
that its translations of the documents indicate lesser
amounts owed on the lease or that Plaintiff was not involved
in the batch plant transaction-but these disputes are
improper at this stage of litigation. Therefore,
Defendants' Motion to Dismiss Plaintiff's breach of
contract claim is denied.
state a claim for detrimental reliance, ...