United States District Court, S.D. California
ORDER DENYING DEFENDANT'S MOTIONS TO DISMISS AND
M. JAMES LORENZ DISTRICT JUDGE
before the Court in this admiralty action is Defendant's
motion to dismiss the second amended complaint pursuant to
Federal Rule of Civil Procedure 12(b)(6) and a motion to
strike pursuant to Rule 12(f). Plaintiff filed an opposition
and requested sanctions. Defendant replied. The Court decides
the matter on the papers submitted and without oral argument.
See Civ. L. R. 7.1 (d)(1). For the reasons stated
below, the motions are denied. Plaintiff's request for
sanctions is also denied.
entered into an agreement with Defendant for repair of the
Excellence, a fishing vessel. Plaintiff alleges that due to
Defendant's defective installation of the fuel line and
vent systems, the vessel drew water into the engine fuel
systems, which caused extensive damage, expensive repairs,
and lost chartering opportunities.
asserts six causes of action: (1) breach of oral maritime
contract; (2) breach of implied maritime contract; (3) third
party beneficiary claim for breach of contract; (4) breach of
warranty of workmanlike performance; (5) negligence; and (6)
bailment. The Court has jurisdiction pursuant to 28 U.S.C.
§ 1333. Defendant filed a motion to dismiss the entire
complaint under Rule 12(b)(6),  or alternatively, to strike
certain requests for relief under Rule 12(f).
motion under Rule 12(b)(6) tests the sufficiency of the
complaint. Navarro v. Block, 250 F.3d 729, 732 (9th
Cir. 2001). Dismissal is warranted where the complaint lacks
a cognizable legal theory. Shroyer v. New Cingular
Wireless Serv., Inc., 622 F.3d 1035, 1041 (9th Cir.
2010). Alternatively, a complaint may be dismissed where it
presents a cognizable legal theory, yet fails to plead
essential facts under that theory. Robertson v. Dean
Witter Reynolds, Inc., 749 F.2d 530, 534 (9th Cir.
reviewing a Rule 12(b)(6) motion, the Court must assume the
truth of all factual allegations and construe them most
favorably to the nonmoving party. Huynh v. Chase
Manhattan Bank, 465 F.3d 992, 997, 999 n.3 (9th Cir.
2006). Even if doubtful in fact, factual allegations are
assumed to be true. Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007). “A well-pleaded complaint may
proceed even if it strikes a savvy judge that actual proof of
those facts is improbable, and that a recovery is very remote
and unlikely.” Id. at 556 (internal quotation
marks and citation omitted). On the other hand, legal
conclusions need not be taken as true merely because they are
couched as factual allegations. Id. at 555; see
also Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
the Court does not “require heightened fact pleading of
specifics, but only enough facts to state a claim to relief
that is plausible on its face.” Twombly, 550
U.S. at 570. Nevertheless, 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, 286 (1986)). Thus, “[t]o
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.'”
Iqbal, 556 U.S. at 678 (quoting Twombly,
550 U.S. at 570). “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.” Id. at 678.
“The plausibility standard is not akin to a
‘probability requirement, ' but it asks for more
than a sheer possibility that a defendant has acted
unlawfully.” Id. (quoting Twombly,
550 U.S. at 556). “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.
support of dismissal, Defendant argues the complaint does not
include sufficient factual allegations to meet the notice
pleading requirement, and that the action is barred by the
doctrine of laches. Defendant also moves to strike the
request for special damages under Rule 12(f).
argues special damages are not recoverable because Plaintiff
did not include sufficient factual allegations. Under Rule
12(f), “the court may strike from a pleading an
insufficient defense or any redundant, immaterial,
impertinent, or scandalous matter." According to its
plain meaning, Rule 12(f) does not authorize striking
requests for relief. Whittlestone, Inc. v. Handi-Craft
Co., 618 F.3d 970, 973-74 (9th Cir. 2010). To the extent
Defendant suggests that Plaintiff is not entitled to special
damages, its argument is considered under Rule 12(b)(6).
See id. at 974.
Breach of Oral and Implied Contract
claims that the complaint does not sufficiently allege the
contract, its terms, and breach. Plaintiff alleges it
exchanged oral and written communications with Defendant
between March 2010 and January 2011 for Defendant to
"repower [the Excellence], remove its engines, replace
its engines with MAN diesel engines, install a fuel line
system, and install a fuel vent system, and to do all such
work properly, carefully, and skillfully" in return for
payment. Defendant worked on the vessel from May 2010 through
about January 2011 under specific job numbers listed in the
complaint. Plaintiff performed its obligations under the
contract. When problems were reported after completion of the
work, Defendant performed an inspection and additional work,
and communicated with the vessel's captain. Plaintiff
alleges Defendant breached the contract by defective
installation, which caused damage to the vessel, and by
representing that the fuel line and vent systems were
installed in working condition. (Sec. A. Compl.
("SAC") at 2-4.) These factual allegations are
sufficient to meet the notice pleading requirements of Rule 8
and Iqbal v. Ashcroft for breach of contract under
either oral or implied theory. See Restatement
(Second) of Contracts § 4 et seq.
next contends that the breach of contract claims fail because
the parties had a written contract, and that as a matter of
law, a party cannot state a claim for breach of an oral or
implied contract contradicting the terms of the written
agreement. In ...