Sprint Spectrum Realty Company, LLC v. Hartkopf

          ORDER RE: PLAINTIFF'S MOTION TO DISMISS DEFENDANT'S COUNTERCLAIM FOR CONCEALMENT RE: DKT. NO. 28

          JACQUELINE SCOTT CORLEY UNITED STATES MAGISTRATE JUDGE.

         Sprint Spectrum Realty Company, LLC (“Sprint”) sues William F. Hartkopf, Jr. seeking declaratory judgment and other relief for breach of contract and breach of good faith and fair dealing arising out of a lease of real property owned by Mr. Hartkopf. (Dkt. No. 1.)^[1] Mr. Hartkopf brings counterclaims against Sprint seeking declaratory judgment and other relief for breach of contract, breach of good faith and fair dealing, unjust enrichment, and concealment. (Dkt. No. 27.) Now before the Court is Sprint's motion to dismiss Mr. Hartkopf's amended counterclaim for concealment pursuant to Federal Rule of Civil Procedure 12(b)(6).^[2] (Dkt. No. 28.) After careful consideration of the parties' briefing and having had the benefit of oral argument on November 21, 2019, the Court GRANTS Sprint's motion. Mr. Hartkopf fails to plead facts that plausibly suggest that Sprint concealed the material fact at issue.

         BACKGROUND

         I. Counterclaim Allegations

         The gravamen of Mr. Hartkopf's concealment counterclaim is that Sprint did not disclose that its communications equipment, which Sprint installed on the roof of a building owned by Mr. Hartkopf pursuant to a lease agreement between the parties, occupied more than 300 square feet of the subject property.

         A. The Agreement

         Mr. Hartkopf owns a building located in Fremont, California (the “Property”). (Dkt. No. 27 at ¶ 8.) In August 1997, Mr. Hartkopf and Sprint entered into a “PCS Site Agreement” (the “Agreement”), as landlord and tenant, respectively. (Id. at ¶ 9.) Pursuant to the Agreement, Mr. Hartkopf leased to Sprint certain space on the Property's roof (the “Site”) for $1, 300.00 per month “for the purpose of installing, removing, replacing, maintaining[, ] and operating a personal communications service systems family” (the “Facility”). (Id. at ¶ 10; see also Dkt. No. 27, Ex. A at 13 ¶ 3.) The Site consists of: (1) “[b]uilding exterior space for attachment of antennas”; (2) “[b]uilding exterior space for placement of base station equipment”; and (3) “[s]pace required for cable runs.” (Dkt. No. 27, Ex. A at 13 ¶ 1.)

         The Agreement's description of the Site states that it consists of:

Space on the exterior of the [Property] . . . for at least three [ ] sectors of antennas as depicted in Exhibit A-2; approximately 300 square feet, measuring approximately on the rooftop of the [Property] for Sprint Spectrum's equipment as depicted in Exhibit A-2; space for utility runs connecting Sprint Spectrum's equipment with the nearest available utility services; space for coaxial cables connecting Sprint Spectrum's equipment and the antennas; and, access to the antennas, Sprint Spectrum's equipment, utility runs and coaxial cables.

(Id. at 14.) Mr. Hartkopf agreed to the terms of the Agreement “with the express understanding that the space being leased to Sprint consisted of 300 square feet for all of Sprint's equipment.” (Dkt. No. 27 at ¶ 14.) Sprint has at all times relevant to the instant action, however, known “that the equipment it planned to install required more than the 300 square feet identified in the [Agreement], ” and has failed to disclose that fact to Mr. Hartkopf. (Id. at ¶ 15.)

         B. The 2011 Amendment and Subsequent Modifications

         In December 2011, the parties entered into “Amendment No. One” to the Agreement (“2011 Amendment” or “Amendment”). (Id. at ¶ 18; see also Dkt. No. 1-2, Ex. B at 2-8.)^[3] The Amendment modified the Agreement only to the extent it “permitted Sprint to conduct necessary work to prepare, maintain[, ] and alter the Site to install or otherwise modify [certain] [i]mprovements.” (Dkt. No. 27 at ¶¶ 19-20.) As consideration for the modifications, “the Amendment increased the monthly rent by $200.00.” (Id. at ¶ 21.) However, the Amendment did not increase the size of the Site set forth in the Agreement and Mr. Hartkopf agreed to the Amendment with that understanding. (Id. at ¶¶ 22-23.) Nor have the parties executed any subsequent amendments that provide Sprint with more space than originally agreed upon. (Id. at ¶ 24.)

         Subsequent to the 2011 Amendment, Mr. Hartkopf agreed to allow “Sprint to make physical modifications to the Site, ” upon Sprint's request and pursuant to the terms of the Agreement. (Id. at ¶¶ 25-26.) “Sprint affirmed and represented in numerous correspondences with [Mr.] Hartkopf that any modifications or improvements at the Site would not increase Sprint's lease space” set forth in the Agreement. (Id. at ¶ 27.) Sprint knew, however, that its requested modifications and improvements “required more than . . . 300 square feet” and did not disclose that fact to Mr. Hartkopf. (Id. at ¶¶ 28-29.)

         C. ...