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3w S.A.M. Tout Bois v. Rocklin Forest Products

February 4, 2011


The opinion of the court was delivered by: Morrison C. England, Jr. United States District Judge


Plaintiff 3W s.a.m. tout bois ("Plaintiff") brings suit pursuant to 28 U.S.C. § 1332(a)(2). (ECF No. 1.) Plaintiff alleges several violations against Defendant Rocklin Forest Products, Inc. ("Defendant"), including breach of contract, breach of the covenant of good faith and fair dealing, fraud in inducement, fraudulent misrepresentation, and common counts for money had and received, account stated, and unjust enrichment.

Defendant filed a Motion to Dismiss Plaintiff's Complaint for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure Rule 12(b)(6).*fn1 For the reasons stated below, Defendant's motion is granted in part and denied in part.*fn2


This action arises out of a dispute regarding an oral agreement between Plaintiff and Defendant for the sale of hardwood veneer.*fn4 On or about May 2008, agents of both Plaintiff and Defendant met in Slovenia to discuss Defendant's interest in obtaining hardwood veneer from Plaintiff for Defendant's resale to its customers. Ultimately, Plaintiff agreed to sell, and Defendant agreed to buy, approximately 25,000 square meters of hardwood veneer.

This veneer was to be sent in two separate shipments consisting of two different grades of the product: a premium "Jaguar" burl veneer, and a lesser quality burl veneer (hereinafter, "Non-Jaguar"). Both parties understood and acknowledged that the Jaguar burl was of much higher quality and value than the Non-Jaguar burl. Under the terms of this oral agreement, Defendant agreed to pay Plaintiff $18.00 USD per square meter, representing a blended rate of the two grades of veneer for the total sale.

Approximately one month later, pursuant to this agreement, Plaintiff sent to Defendant the first shipment of veneer consisting entirely of the Non-Jaguar variety. This shipment was invoiced by Plaintiff on July 25, 2008, and received by Defendant on or around September 2008.

In October 2008, an agent of Defendant returned to Slovenia to select a pallet of the Jaguar burl veneer for the second shipment. Immediately thereafter, Plaintiff sent this final shipment by air freight as was specifically requested by Defendant, rather than the usual method of surface shipment, and invoiced Defendant on October 24, 2008.

After the final shipment was sent, Defendant notified Plaintiff that the Jaguar veneer had been damaged in transit and Defendant intended to make an insurance claim for the loss. Defendant requested documentation from Plaintiff to show the Jaguar veneer's individual value separate from the blended rate with the Non-Jaguar. Plaintiff refused this request on the ground that the veneer purchased was a mixed lot bought as a whole with an agreed-upon blended rate of $18.00 USD per square meter.

Plaintiff further informed Defendant that since it had accepted both shipments, thereby completing Plaintiff's performance of the agreement, Defendant would be solely responsible for handling any issues regarding loss of its own property.

The total amount of veneer sent to Defendant was 24,184.85 square meters in close approximation and fulfillment of the agreement for 25,000 square meters. The total amount owed to Plaintiff for these goods is $435,327.30, of which Defendant has paid nothing.


On a motion to dismiss for failure to state a claim under Rule 12(b)(6), all allegations of material fact must be accepted as true and construed in the light most favorable to the nonmoving party. Cahill v. Liberty Mut. Ins. Co., 80 F.3d 336, 337-38 (9th Cir. 1996). Rule 8(a)(2) requires only "a short and plain statement of the claim showing that the pleader is entitled to relief," to "give the defendant fair notice of what the...claim is and the grounds upon which it rests." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations and quotations omitted). Though "a complaint attacked by a Rule 12(b)(6) motion" need not contain "detailed factual allegations, a plaintiff's obligation to provide the 'grounds' of his 'entitlement to relief' requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. at 555 (quoting Papasan v. Allain, 478 U.S. 265, 2869 (1986)).

A plaintiff's "factual allegations must be enough to raise a right to relief above the speculative level." Id. (citing 5 C. Wright & A. Miller, Federal Practice and Procedure § 1216 (3d ed. 2004) ("[T]he pleading must contain something more...than...a statement of facts that merely creates a suspicion [of] a legally cognizable right of action.")).

Further, "Rule 8(a)(2)...requires a 'showing,' rather than a blanket assertion, of entitlement to relief. Without some factual allegation in the complaint, it is hard to see how a claimant could satisfy the requirements of providing...grounds on which the claim rests." Twombly, 550 U.S. at 555 n.3 (internal citations omitted). A pleading must then contain "only enough facts to state a claim to relief that is plausible on its face." Id. at 570. If the ...

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