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Almilaji v. JS International, Inc.

United States District Court, D. Maryland, Southern Division

July 15, 2019

WADHAH RAAD ALMILAJI Plaintiff,
v.
JS INTERNATIONAL, INC. Defendant.

          MEMORANDUM OPINION

          GEORGE J. HAZEL UNITED STATES DISTRICT JUDGE.

         Plaintiff 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.

         I. BACKGROUND[1]

         In July 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.[2] 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.

         Plaintiff 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.

         II. STANDARD OF REVIEW

         On a 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).

         III. DISCUSSION

         Plaintiff 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 claims.

         In 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)).

         Plaintiff 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.[3]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.

         Plaintiff 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.

         To state a claim for detrimental reliance, ...


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