United States District Court, S.D. California
MITCHELL A. PERDUE dba NativeScape Consulting, an individual, Plaintiff,
RODNEY CORPORATION, a Delaware corporation, Defendant.
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANT RODNEY CORPORATION'S MOTION TO DISMISS PLAINTIFF MITCHELL A. PERDUE'S FIRST AMENDED COMPLAINT
GONZALO P. CURIEL, District Judge.
Before the Court is defendant Rodney Corporation's ("Defendant") motion to dismiss plaintiff Mitchell A. Perdue's ("Plaintiff") First Amended Complaint (ECF No. 3, "FAC") ("Motion to Dismiss"). (ECF No. 8.) Plaintiff filed an opposition to the Motion to Dismiss, (ECF No. 16), and Defendant filed a reply, (ECF No. 17.) Pursuant to Civil Local Rule 7.1(d)(1), the Court finds the matter suitable for adjudication without oral argument. Based on a review of the briefs, supporting documentation, and the applicable law, the Court GRANTS in part and DENIES in part Defendant's Motion to Dismiss, and DENIES Defendant's alternative request for a more definite statement.
Plaintiff is a rangeland manager, professionally registered in the State of California. (FAC ¶ 4.) Defendant, a corporation, operates Rancho Guejito, a 23, 000-acre ranch located in Escondido, California, where Plaintiff provided rangeland management services. (FAC ¶¶ 6, 7.)
On January 30, 2006, Plaintiff and Defendant entered into a written contract whereby Plaintiff agreed to perform various services for Defendant: a Range Condition Assessment, a Range Improvement and Stocking Rate Plan, and an Integrated Ranch Management Plan. (FAC ¶ 8.) On August 4, 2006, Plaintiff and Defendant entered into a second written contract whereby Plaintiff agreed to establish permanent monitoring sites, conduct a forage production and nutritional analysis, and conduct plant biodiversity monitoring for Rancho Guejito (the two written contracts together, "Written Contracts"). (FAC ¶ 9.) Plaintiff further alleges "[s]ubsequent to the Written Contracts, Defendant entered into oral modifications of the Written Contracts with Plaintiff for related and additional work which was described in the Written Contracts" ("Oral Modifications"). (FAC ¶ 11.)
Plaintiff alleges full performance under the Written Contracts and Oral Modifications. (FAC ¶ 14.) In November 2011, Plaintiff sent Defendant invoices for the work performed under the Written Contracts and Oral Modifications. (FAC ¶¶ 14-15.) On February 9, 2012, Defendant claimed that it did not owe Plaintiff any money. (FAC ¶ 16.) Plaintiff alleges Defendant breached the Written Contracts and Oral Modifications by refusing to pay Plaintiff. (FAC ¶ 17.) Plaintiff alleges he was damaged "in the sum of a minimum of $94, 200, plus additional sums and interest to be proven at trial." (FAC ¶ 18.)
Plaintiff further alleges Defendant became indebted to Plaintiff for $94, 200 for the work, labor, materials, and services that Plaintiff provided to Defendant. (FAC ¶¶ 20, 22, 24.) Plaintiff alleges he provided the work, labor, materials, and services at Defendant's request and Defendant agreed to pay Plaintiff for the work. (Id.) Plaintiff alleges no part of the $94, 200 has ever been paid and is now due, owing, and unpaid. (FAC ¶¶ 20, 22, 25.)
Plaintiff also alleges he was and still is the lawful owner of a boat that Plaintiff avers was converted by Defendant. (FAC ¶ 27, 29.) On April 1, 2009, Defendant invited Plaintiff to use and keep his boat at Rancho Guejito, which Plaintiff did. (FAC ¶ 28.) On or about February 17, 2012, Defendant refused to return the boat to Plaintiff's possession. (FAC ¶¶ 28-29.) Plaintiff alleges the boat was worth $2, 000 at the time and location of the alleged conversion. (FAC ¶ 30.)
Plaintiff originally filed this action on November 12, 2013. (ECF No. 1.) On November 22, 2013, Plaintiff amended his original complaint with the operative FAC. (ECF No. 3.) The FAC alleges five claims: (1) breach of contract; (2) quantum meruit; (3) account stated; (4) open book account; and (5) conversion. (Id.) On December 26, 2013, Defendant filed a Motion to Dismiss the FAC pursuant to Federal Rules of Civil Procedure 12(b)(6). (ECF No. 8.) The Court twice granted the Parties' joint motions to extend the briefing schedule on Defendant's Motion to Dismiss. (ECF No. 10, 11, 12, 13.) On March 14, 2014, Plaintiff filed an opposition to the Motion to Dismiss. (ECF No. 16.) On April 4, 2014, Defendant filed a reply. (ECF No. 17.) Defendant now moves to dismiss all five claims or, in the alternative, for a more definite statement.
III. LEGAL STANDARD
A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of a complaint. Navarro v. Block , 250 F.3d 729, 732 (9th Cir. 2001). Dismissal is warranted under Rule12(b)(6) where the complaint lacks a cognizable legal theory. Robertson v. Dean Witter Reynolds, Inc. , 749 F.2d 530, 534 (9th Cir. 1984); see Neitzke v. Williams , 490 U.S. 319, 326 (1989) ("Rule12(b)(6) authorizes a court to dismiss a claim on the basis of a dispositive issue of law."). Alternatively, a complaint may be dismissed where it presents a cognizable legal theory yet fails to plead essential facts under that theory. Robertson , 749 F.2d at 534. While a plaintiff need not give "detailed factual allegations, " a plaintiff must plead sufficient facts that, if true, "raise a right to relief above the speculative level." Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 545 (2007). "To survive a motion to dismiss, a complaint 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 Twombly , 550 U.S. at 547). A claim is facially plausible when the factual allegations permit "the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id . In other words, "the non-conclusory factual content, ' and reasonable inferences from that content, must be plausibly suggestive of a claim entitling the plaintiff to relief." Moss v. U.S. Secret Service , 572 F.3d 962, 969 (9th Cir. 2009). "Determining whether a complaint states 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." Iqbal , 556 U.S. at 679.
In reviewing a motion to dismiss under Rule 12(b)(6), the court must assume the truth of all factual allegations and must construe all inferences from them in the light most favorable to the nonmoving party. Thompson v. Davis , 295 F.3d 890, 895 (9th Cir. 2002); Cahill v. Liberty Mut. Ins. Co. , 80 F.3d 336, 337-38 (9th Cir. 1996). Legal conclusions, however, need not be taken as true merely because they are cast in the form of factual allegations. Ileto v. Glock, Inc. , 349 F.3d 1191, 1200 (9th Cir. 2003); W. Mining Council v. Watt , 643 F.2d 618, 624 (9th Cir. 1981).
A. Judicial Notice
Defendant filed a request for judicial notice in support of its Motion to Dismiss. (ECF No. 8-2.) Plaintiff filed an opposition to Defendant's request, (ECF No. 16-1), and Defendant filed a reply, (ECF No. 17-1.) Plaintiff also filed a request for judicial notice in support of his opposition to Defendant's Motion to Dismiss. (ECF No. 16-2.) Defendant filed an objection to Plaintiff's request. (ECF No. 17-2.)
Generally, on a motion to dismiss, courts limit review to the contents of the complaint and may only consider extrinsic evidence that is properly presented to the court as part of the complaint. See Lee v. City of L.A. , 250 F.3d 668, 688-89 (9th Cir. 2001) (court may consider documents physically attached to the complaint or documents necessarily relied on by the complaint if their authenticity is not contested). However, a court may take notice of undisputed "matters of public record" subject to judicial notice without converting a motion to dismiss into a motion for summary judgment. Id . (citing Fed.R.Evid. 201; MGIC Indem. Corp. v. Weisman , 803 F.2d 500, 504 (9th Cir. 1986)). Under Federal Rule of Evidence 201, a district court may take notice of facts not subject to reasonable dispute that are capable of accurate and ready determination by resort to sources whose accuracy cannot reasonably be questioned. Fed.R.Evid. 201(b); see also Lee , 250 F.3d at 689.
Defendant seeks judicial notice of ten documents in support of Defendant's Motion to Dismiss: (1) the Parties' first written contract; (2) the Parties' second written contract; (3) deposition excerpts; (4) Superior Court order; (5) Court of Appeal decision; (6) Plaintiff's August 20, 2006 invoice; (7) Defendant's payment for first written contract; (8) Plaintiff's September 12, 2011 invoice; (9) Defendant's version of the November 22, 2011 invoice; and (10)Appellant's Brief. (ECF No. 8-2.)
Plaintiff, in turn, seeks judicial notice of four documents in support of his opposition to Defendant's Motion to Dismiss: (1) California Superior Court form contract complaint; (2) the Parties' first written contract; (3) the Parties' second written contract; and (4) Plaintiff's version of the November 22, 2011 invoice. (ECF No. 16-2.)
1. Unopposed Documents
The parties do not oppose judicial notice of the Parties' first written contract and the Parties' second written contract, although Defendant's version of the second written contract includes a cover letter that Plaintiff's version does not. (ECF No. 16-1 at 2; ECF No. 17-2 at 2.) Further, Defendant does not oppose Plaintiff's request for judicial notice of Plaintiff's version of the November 22, 2011 invoice. (ECF No. 17-2 at 3.) However, Defendant notes that there are "at least three different versions" of invoices dated November 22, 2011, and asserts that if the Court is to "take ...