United States District Court, W.D. North Carolina, Charlotte Division
ITW CHARLOTTE, LLC, ONCE, LLC, and BURLINGAME INVESTMENTS HOLDINGS, LLC, Plaintiffs,
ITW COMMERCIAL CONSTRUCTION, NORTH AMERICA, a division of ILLINOIS TOOL WORKS, INC. Defendant.
D. WHITNEY, CHIEF UNITED STATES DISTRICT JUDGE.
MATTER is before the Court on Defendant's Motion
to Dismiss Plaintiffs' Second Cause of Action (Doc. No.
3), Plaintiffs' Response to Defendant's Motion to
Dismiss (Doc. No. 14), and Defendant's Reply (Doc. No.
15). Upon review by the Court, for the reasons stated below,
Defendant's Motion to Dismiss Plaintiffs' Second
Cause of Action (Doc. No. 3) pursuant to Rule 12(b)(6) of the
Federal Rules of Civil Procedure is DENIED.
action arises from the commercial lease entered into between
Plaintiffs ITW Charlotte, LLC, Once, LLC, and Burlingame
Investment Holdings, LLC (collectively
“Landlord”) and Defendant, ITW Commercial
Construction, North America (“CCNA”). In April of
2016, Landlord and CCNA entered into a lease agreement (the
“Lease”) for a commercial building (the
“Building”) located at 2027 Gateway Boulevard,
Charlotte, NC. (Doc. No. 1-1, p. 1). This dispute arose after
the fire suppression system (“FSS”) located in
the Building was found to be inadequate for CCNA to conduct
its operations without modification.
alleges that prior to the execution of the Lease, CCNA
conducted an inspection of the Building to determine if it
was satisfactory for its intended use. Id. at 2.
Landlord alleges that during the inspection CCNA had the
opportunity to observe the FSS but issued no objection to its
condition. Id. CCNA admits that it was permitted to
view certain visible portions of the FSS but alleges that
some of the defects in the sprinkler system were not
reasonably discoverable during the initial inspection.
Id. at 65. After entering into the Lease, CCNA
determined that the FSS was insufficient for its use of the
Building. Id. at 2. CCNA then sent a letter to
Landlord requesting permission to make modifications to the
FSS. Id. Upon receiving Landlord's approval,
CCNA then paid to have the proposed alterations performed.
Id. at 3.
April 27, 2017, CCNA sent a letter (the “Default
Notice”) to Landlord, asserting that Landlord had
breached Section 15.02 of the Lease by failing to pay for the
modifications to the FSS. Id. Landlord rejected
CCNA's demand, arguing that it was not obligated to pay
for these modifications under the Lease and therefore no
default existed. Id.
13, 2017, Landlord entered in a sale agreement with a
third-party. Id. at 4. This sale agreement was
conditioned upon obtaining a valid Estoppel Certificate from
CCNA, indicating that no defaults under the Lease existed.
Id. On May 23, 2017, CCNA received an Estoppel
Certificate from Landlord. Id. at 67. CCNA timely
executed the Estoppel Certificate, including in it a
disclosure that Landlord was in default of the Lease.
Id. As a result, Landlord was unable to complete the
conveyance of the property to the buyer. Id. at 4.
parties contend that the other is responsible for the cost of
the modifications to the FSS. Landlord filed this present
action seeking a declaratory judgment and asserting a claim
for tortious interference with contract for CCNA's
alleged interference with Landlord's contract to sell the
property. Id. CCNA has filed a counterclaim, also
seeking a declaratory judgment and asserting a breach of
contract claim for the Landlord's alleged breach of
Section 12.02(B) of the Lease. On August 10, 2017, CCNA filed
a Motion to Dismiss Landlord's tortious interference
claim pursuant to rule 12(b)(6). (Doc. No. 3).
STANDARD OF REVIEW
order to survive a 12(b)(6) motion to dismiss, a complaint
must contain more than mere legal conclusions. Ashcroft
v. Iqbal, 556 U.S. 662, 678 (2009). A complaint must
plead facts sufficient to “raise a right to relief
above the speculative level” and to demonstrate that
the claim is “plausible on its face.” Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). The
claim is facially plausible when the factual content of the
complaint allows the court to “draw the reasonable
inference that the defendant is liable for the
misconduct.” Id. at 556.
Iqbal, the Supreme Court articulated a two-step
process for determining whether a complaint meets this
plausibility standard. First, the court identifies
allegations that, because they are no more than conclusions,
are not entitled to the assumption of truth. Iqbal,
556 U.S. at 678. “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) (allegation that
government officials adopted challenged policy “because
of” its adverse effects on protected group was
conclusory and not assumed to be true). Although the pleading
requirements stated in “Rule 8 [of the Federal Rules of
Civil Procedure] mark[ ] a notable and generous departure
from the hyper-technical, code-pleading regime of a prior era
. . . it does not unlock the doors of discovery for a
plaintiff armed with nothing more than conclusions.”
Id. at 678-79.
to the extent there are well-pleaded factual allegations, the
court should assume their truth and then determine whether
they plausibly give rise to an entitlement to relief.
Id. at 679. “Determining whether a complaint
contains sufficient facts to state a plausible claim for
relief ‘will . . . be a context-specific task that
requires the reviewing court to draw on its judicial
experience and common sense.'” Id.
“Where the well-pleaded facts do not permit the court
to infer more than the mere possibility of misconduct, the
complaint has alleged-but it has not
‘show[n]'-‘that the pleader is entitled to
relief, '” and therefore it should be dismissed.
Id. (quoting Fed.R.Civ.P. 8(a)(2)). In other words,
if after taking the complaint's well-pleaded factual
allegations as true, a lawful alternative explanation appears
a “more likely” cause of the complained of
behavior, the claim for relief is not plausible. Id.
contends that Landlord's tortious interference with
contract claim fails for two reasons: (1) because Landlord
cannot establish that CCNA acted “without
justification” in disclosing Landlord's alleged
default in the Estoppel Certificate; and (2) because under
the economic loss doctrine, Landlord cannot recover purely
economic damages in tort where ...