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Sports Med Properties, LLC v. Talib

United States District Court, W.D. North Carolina, Charlotte Division

July 22, 2019

AQIB TALIB, Defendant.


          Frank D. Whitney Chief United States District Judge.

         THIS MATTER is before the Court on Plaintiff's Motion to Dismiss Defendant's Amended Counterclaim for failure to state a claim under Fed.R.Civ.P. 12(b)(6) and for judgment on the pleadings under Fed.R.Civ.P. 12(c). (Doc. No. 24). Defendant has responded, (Doc. No. 26), Plaintiff has replied, (Doc. No. 27), and this Motion is now ripe for review. For the reasons stated below, Plaintiff's Motion (Doc. No. 24) is GRANTED.

         I. BACKGROUND

         A. Factual Background

         This case arises out of disputes related to the construction of a sports-training facility. Plaintiff Sports Med Properties, LLC (“Sports Med”) and Defendant Aqib Talib (“Talib”) entered into a Project Management Agreement (“Agreement”) on or about March 22, 2016. (Doc. No. 1- 2, p. 3). Under the Agreement, Sports Med agreed to provide project management services for the construction of Talib's athletic training complex and Talib agreed to pay for those services. Id. The Services included, but were not limited to, working with Talib's representative to supervise contracts with design and construction professionals; working with Talib's representative on preparation of the initial project budget; coordinating between Talib's representative and architectural and engineering professionals to obtain approval of plans and permits from local authorities; maintaining the budget and schedule; overseeing and managing the accounting process related to the project budget and schedule; monitoring applications for payment from construction and design professionals; and overseeing and managing the accounting process related to the project budget (“Services”). Id. In exchange for those services, Talib agreed to pay a project management fee equal to five percent of the total cost of the project and an accounting service fee of $500.00 per month. Id. at 3-4.

         As of March 12, 2018, the Project Completion Date according to a Letter of Substantial Completion issued by the project architect, Talib had paid three installments pursuant to the Agreement. Id. at 4. Sports Med alleges a fourth and final installment is due to fulfill Talib's obligations under the Agreement and is seeking to recover that amount. Id. at 4-5. Sports Med alleges that it is entitled to $94, 985.64 in unpaid fees, plus interest at a rate of eighteen percent (18%) per year. Id. at 5. Talib does not dispute that the parties entered into the Agreement. (Doc. No. 20, p. 7). Rather, Talib disputes the scope of the services required of the Sports Med by the Agreement. See generally (Doc. No. 20).

         B. Procedural Background

         Plaintiff (“Sports Med”) filed the instant action on January 7, 2019. (Doc. No. 1, p. 2). In its Complaint, Sports Med asserts a breach of contract claim based on the Agreement. (Doc. No. 1-2). Talib filed a Counterclaim on March 14, 2019. (Doc. No. 10). Talib also asserts an affirmative defense based on his Counterclaim for breach of contract. (Doc. No. 10, p. 3). In his Counterclaim Talib alleges that Sports Med failed in its duties required by the Agreement leading to defective and unusable features of the athletic training facility. Id. at 4. On April 23, 2019, Sports Med filed a motion to dismiss Talib's Counterclaim under Rule 12(b)(6) for failure to state a claim and a motion under Rule 12(c) for judgment on the pleadings. (Doc. No. 24). Talib filed an Amended Counterclaim, reasserting the breach of contract claim and, in the alternative, asserting that the Agreement is unenforceable due to allegedly contradictory clauses causing the Agreement to fail its essential purpose or, alternatively, be rendered illusory, unconscionable and/or void for lack of consideration. (Doc. No. 20, pp. 6-9). Sports Med subsequently withdrew its initial motion under Rules 12(b)(6) and 12(c) and refiled in response to the Amended Counterclaim. (Doc. No. 24).


         A. 12(b)(6) Standard of Review

         A motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(6) tests the “legal sufficiency of the complaint” but “does not resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses.” Republican Party of N.C. v. Martin, 980 F.2d 943, 952 (4th Cir. 1992); Eastern Shore Markets, Inc. v. J.D. Assoc. Ltd. Partnership, 213 F.3d 175, 180 (4th Cir. 2000). A complaint attacked by a Rule 12(b)(6) motion to dismiss will survive if it contains “enough facts to state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 697 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)); see also Robinson v. American Honda Motor Co., Inc., 551 F.3d 218, 222 (4th Cir. 2009). “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678.

         While all factual allegations contained in a complaint must be accepted as true, “threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id.; see also Erickson v. Pardus, 551 U.S. 89, 93-94 (2007). The Court may ignore a party's legal conclusions set forth in its pleading. McCrann v. Pinehurst, LLC, 737 S.E.2d 771, 777 ( N.C. Ct. App. 2013). “Legal inferences drawn from the facts, unwarranted inferences, unreasonable conclusions, or arguments are not part of the [court's] consideration.” Dolgaleva v. Va. Beach City Pub. Sch., 364 Fed.Appx. 820, 827 (4th Cir. 2010); see also E. Shore Mkts., Inc. v. J.D. Assocs. LLP, 213 F.3d 175, 180 (4th Cir. 2000). In assessing the legal sufficiency of a claim under Fed.R.Civ.P. 12(b)(6), a court may rely on a document “integral to and explicitly relied on in the complaint” so long as the non-moving party does not challenge the document's authenticity. Phillips v. LCI Int'l, Inc., 190 F.3d 609, 618 (4th Cir. 1999); see also Goines v. Valley Community Services Bd., 822 F.3d 159, 165 (4th Cir. 2016). “[I]n the event of conflict between the bare allegations of the complaint and any exhibit attached pursuant to Rule 10(c), Fed. R. Civ. P., the exhibit prevails.” Fayetteville Inv'rs v. Commercial Builders, Inc., 936 F.2d 1462, 1465 (4th Cir. 1991) (citing 2A Moore's Federal Practice, ¶ 10.06, p. 10-24).

         B. 12(c) Standard of Review

         A Rule 12(c) motion is reviewed under a standard similar to that which is used in Rule 12(b)(6) motions to dismiss, with the “key difference being that on a 12(c) motion, the Court is to consider the answer as well as the complaint.” Id.(internal citations omitted). In resolving a motion for judgment on the pleadings, a court must accept the nonmovant's allegations as true and view the facts in the light most favorable to the nonmoving party. Bradley v. Ramsey, 329 F.Supp.2d 617, 622 (W.D. N.C. 2004) (internal citations omitted). The Court, however, need not “accept the legal conclusions drawn from the facts, ” nor “accept as true unwarranted inferences, unreasonable conclusions, or arguments.” Giarranto v.Johnson, 521 F.3d 298, 302 (4th Cir. 2008) ...

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