United States District Court, W.D. North Carolina, Asheville Division
NEXUS TECHNOLOGIES, INC., DANIEL CONTI, and BENJAMIN BOMER, Plaintiffs,
UNLIMITED POWER LTD. and CHRISTOPHER J. PETRELLA, Defendants. UNLIMITED POWER LTD. and CHRISTOPHER J. PETRELLA, Counterclaim-Plaintiffs,
NEXUS TECHNOLOGIES, INC., DANIEL CONTI, BENJAMIN BOMER, and EDWARD PRATHER, Counterclaim-Defendants
MEMORANDUM OF DECISION AND ORDER
REIDINGER UNITED STATES DISTRICT JUDGE.
MATTER is before the Court on the
Counterclaim-Defendants' Motion to Dismiss for Failure to
State a Claim [Doc. 17].
January 9, 2019, Nexus Technologies, Inc.
(“NTI”), Daniel Conti (“Conti”), and
Benjamin Bomer (“Bomer”) filed this civil action
against Unlimited Power Ltd. (“UPL”) and
Christopher J. Petrella (“Petrella”)
(collectively “Unlimited Power”) to correct
inventorship of patents. Unlimited Power sought the dismissal
of that action pursuant to Rule 12(b)(6) of the Federal Rules
of Civil Procedure, arguing that the complaint failed to
state claims upon which relief can be granted. [Doc. 11]. The
Court denied Unlimited Power's motion. [Doc. 14].
14, 2019, Unlimited Power filed an amended answer, asserting
counterclaims against NTI, Conti, Bomer, and Edward Prather
(“Prather”) (collectively “Nexus”)
for: (1) negligent misrepresentation, (2) breach of contract,
(3) unjust enrichment/quantum meruit, (4) conversion, (5)
constructive fraud, (6) unfair and deceptive trade practices,
and (7) civil conspiracy. [Doc. 16]. Nexus now seeks the
dismissal of those counterclaims pursuant to Rule 12(b)(6) of
the Federal Rules of Civil Procedure, arguing that the
counterclaims fail to state claims upon which relief can be
granted. [Doc. 17]. Unlimited Power has filed an opposition
to Nexus's motion [Doc. 18], to which Nexus has replied
been fully briefed, this matter is ripe for disposition.
STANDARD OF REVIEW
survive a motion to dismiss pursuant to Rule 12(b)(6), the
counterclaims “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
Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). To
be “plausible on [their] face, ” the
counterclaims must demonstrate more than “a sheer
possibility that a defendant has acted unlawfully.”
Iqbal, 556 U.S. at 678.
considering the motion to dismiss, the Court accepts the
allegations in Unlimited Power's counterclaims as true
and construes the allegations in the light most favorable to
Unlimited Power. Nemet Chevrolet, Ltd. v.
Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir.
2009); Francis v. Giacomelli, 588 F.3d 186, 190-92
(4th Cir. 2009). The Court must accept the truthfulness of
all factual allegations but is not required to assume the
truth of “legal conclusions, elements of a cause of
action, and bare assertions devoid of further factual
enhancement . . . .” Consumeraffairs.com, 591
F.3d at 255; see also Giacomelli, 588 F.3d at 189.
“The mere recital 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.
whether the counterclaims state a plausible claim for relief
is “a context-specific task, ”
Giacomelli, 588 F.3d at 193, which requires the
Court to assess whether the factual allegations of the
counterclaims are sufficient “to raise the right to
relief above the speculative level, ” Twombly,
550 U.S. at 555. As the Fourth Circuit has explained:
To satisfy this standard, a [claimant] need not forecast
evidence sufficient to prove the elements of the claim.
However, the [counterclaims] must allege sufficient facts to
establish those elements. Thus, while a [claimant] does not
need to demonstrate in a complaint that the right to relief
is probable, the complaint must advance the [claimant's]
claim across the line from conceivable to plausible.
Walters, 684 F.3d at 439 (citations and internal
quotation marks omitted).
the well-pleaded factual allegations of Unlimited Power's
amended answer as true, the following is a summary of the
is the President and Chief Operating Officer of NTI and has
power to direct and control its actions. [Doc. 16 at ¶
1-2]. Prather is the Chief Executive Officer of NTI also has
the power to direct and control its actions. [Id. at
¶ 3-4]. Bomer is an employee of NTI. [Id. at
invented a solar-powered, portable renewable energy system.
[Id. at ¶ 6]. On behalf of UPL, Petrella
contacted Nexus to see if they could create a manufacturing
design of his invention that could be commercially produced.
[Id. at ¶ 7-8].
January 2013, Petrella met with Conti. [Id. at
¶ 9]. Petrella brought three prototypes of his invention
to the meeting. [Id. at ¶ 10]. Petrella asked
Nexus if they could produce a thinner version of one of the
prototypes that could recharge more easily than the
prototype. [Id. at ¶ 11]. Nexus agreed to
develop such a system. [Id. at ¶ 12]. After the
meeting, Petrella communicated technical information and
specifications regarding his invention to Conti to begin the
manufacturing process. [Id. at ¶ 13].
January 2013, Nexus created a “PREPS proposal”
outlining the potential costs of manufacturing the system
Petrella requested. [Id.]. The proposal was derived
from the technical designs and information that Petrella
provided to Nexus. [Id. at ¶ 14]. Nexus marked
the proposal as confidential and proprietary to NTI and
incorrectly marked the proposal as having been created in
2012. [Id. at ¶ 16-17].
the following months, Nexus asked Petrella for technical
information regarding the system and Petrella responded by
giving them instructions and guidance. [Id. at
¶ 20-21]. Petrella requested and received office space
inside of NTI's building so he could serve as a resource
and provide technical information concerning the
manufacturing design during the process. [Id. at
that time, Conti approached Petrella to negotiate the
possibility of UPL purchasing NTI. [Id. at ¶
25]. Soon after, UPL approached Morgan Stanley Expansion
Capital about the possibility of financing UPL's
acquisition of NTI. [Id. at ¶ 35]. During the
continued negotiations and discussions regarding UPL
purchasing NTI, the parties created business plans,
brochures, and business cards. [Id. at ¶ 29].
One of the brochures listed NTI's address as the address
for UPL, Petrella as the founder and Chief Executive Officer
of UPL, Conti as the President and Chief Operating Officer of
UPL, and Prather as the Chief Technical Officer of UPL.
[Id. at ¶¶ 30-31]. The business plan
likewise listed NTI's address as the address for UPL,
Petrella as the founder and Chief Executive Officer of UPL,
Conti as the President and Chief Operating Officer of ...