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Ford Motor Co. v. Titan Enterprise Inc.

United States District Court, C.D. California

April 13, 2015

FORD MOTOR COMPANY, Plaintiff,
v.
TITAN ENTERPRISE INC., Defendant.

AMENDED AS TO SIGNATURE DATE ORDER RE: DEFENDANT'S MOTION TO DISMISS [28]

RONALD S.W. LEW, Senior District Judge.

INTRODUCTION

Currently before the Court is Defendant Titan Enterprise Inc.'s ("Defendant" or "Titan") Motion to Dismiss [28] ("Motion") pursuant to Federal Rule of Civil Procedure 12(b)(6). Defendant's Motion [28] arises out of Plaintiff Ford Motor Company's ("Plaintiff" or "Ford") Action [1, 23] against Titan for breach of contract.

The Court, having reviewed all papers submitted and pertaining to this Motion [28], NOW FINDS AND RULES AS FOLLOWS: The Court DENIES Defendant's Motion to Dismiss [28].

I. BACKGROUND

A. Factual Background

Plaintiff Ford is incorporated in Delaware with its principal place of business in Michigan. First Amend. Compl. ("FAC") ¶ 1, ECF No. 23. Defendant Titan is incorporated in California with its principal place of business in California. Id. ¶ 2. Plaintiff is seeking $823, 000 in damages. Id. ¶ 31.

Ford's Competitive Price Allowance Program ("CPA") is an incentive program that encourages high volume purchases by offering "discounts or credits to qualified high-volume purchasers of Ford vehicles through the Ford Fleet Program." Id. ¶¶ 8-9. Ford and Titan executed a CPA contract on September 18, 2013, for the 2014 Program Year. Id. ¶ 10. In exchange for discounts on Titan's purchases, the CPA contract states: "Titan Enterprise Inc. must acquire 250 units during the course of the program year [i.e., the calendar year], " and "[i]n the event this volume has not been reached, you will be required to reimburse Ford all or a portion of the CPA funds paid." Id. ¶ 14 (alteration in original). The CPA contract also contained terms requiring the purchased Ford vehicles to be registered and operated "solely in the United States." Id. ¶ 15.

In early 2014, Defendant Titan purchased over seventy Ford Explorers from a licensed Ford dealer in California named Rush Truck Centers of California, Inc. ("Rush"). Id. ¶ 18. Titan received a total of $322, 500 in discounts from Ford as a result of its purchase from Rush. Id. Titan also purchased over one hundred Ford Explorers from AutoNation Ford Littleton, a licensed Ford dealer in Colorado. Id. ¶ 19. As a result of this purchase, Titan received $500, 500 in discounts from Ford. Id.

In May of 2014, "Ford personnel verified that dozens of Ford Explorers purchased by Titan pursuant to the CPA Contract were [] found at a port of entry in mainland China." Id. ¶ 20. On June 17, 2014, Jim Chen, president of Titan, allegedly "admitted to Ford that he exported to China some or all of the Ford Explorers Titan purchased pursuant to the CPA Contract." Id. ¶ 23. Titan also failed to purchase 250 Ford vehicles within the program year, as required by the CPA contract. Id. ¶ 21.

B. Procedural Background

Plaintiff filed its Complaint [1] on October 3, 2014, and timely filed its First Amended Complaint [23] on January 27, 2015. On February 17, 2015, Defendant timely filed the present Motion to Dismiss [28]. On February 27, 2015, Plaintiff Ford timely filed its Opposition [29]. Defendant did not file a Reply before the March 10, 2015, deadline and, to date, has not filed a Reply. The present Motion [28] was set for hearing on March 24, 2015, and taken under submission [30] on March 18, 2015.

II.LEGAL STANDARD

Federal Rule of Civil Procedure 12(b)(6) allows a party to move for dismissal of one or more claims if the pleading fails to state a claim upon which relief can be granted. Fed.R.Civ.P. 12(b)(6). Dismissal can be based on a "lack of a cognizable legal theory or the absence of sufficient facts alleged under a cognizable legal theory." Balistreri v. Pacifica Police Dep't, 901 F.2d 696, 699 (9th Cir. 1990). 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) (internal quotation marks omitted); Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) ("While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's ...


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