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 for
Reconsideration (Doc. No. 23). Defendant contends that this
Court erred in denying Defendant's motion to dismiss
Plaintiffs' claim for tortious interference with
contract. In particular, Defendant requests reconsideration
of the Court's denial of Defendant's economic loss
doctrine argument. For the reasons stated herein, the Court
determines that the economic loss doctrine does not bar
Plaintiffs' claim for tortious interference with
contract. Accordingly, Defendant's Motion for
Reconsideration (Doc. No. 23) is DENIED.
allegations of fact remain the same as those discussed in the
Court's previous Order (Doc. No. 20). This 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
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 and 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).
October 20, 2017, this Court entered an Order denying Motion
to Dismiss Plaintiffs' tortious interference with
contract claim (Doc. No. 20). Defendant filed its Motion for
Reconsideration (Doc. No. 23) on November 17, 2017, arguing
that the Court erred in denying CCNA's economic loss
STANDARD OF REVIEW
Motion to Dismiss under Rule 12(b)(6) argues that Plaintiffs
second cause of action fails to state any claim upon which
relief can be granted. (Doc. No. 3, p. 1). In 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.