United States District Court, S.D. Indiana, Indianapolis Division
ENTRY ON DEFENDANTS' MOTIONS TO DISMISS
William T. Lawrence, Judge
cause is before the Court on the following two motions filed
by the Defendants: a motion to dismiss for improper venue
pursuant to Federal Rule of Civil Procedure 12(b)(3) (Dkt.
No. 19) and a motion to dismiss pursuant to Federal Rule of
Civil Procedure 12(b)(6) for failure to state a claim as to
all claims against 3D Systems Corporation (Dkt. No. 21). The
motions are fully briefed, and the Court, being duly advised,
hereby DENIES the Defendants' motion to dismiss for
improper venue and GRANTS the Defendants' motion to
dismiss for failure to state a claim as to all claims against
3D Systems Corporation for the reasons set forth below.
facts of record relevant to the Court's decision follow.
Additional relevant facts are included in the Discussion
Inc. (“TWI”) is a business incorporated under the
laws of the state of Indiana, with its principal place of
business in Cicero, Indiana. Defendants 3D Systems
Corporation (“3D Corp.”) and 3D Systems, Inc.
(“3D Inc.”) are businesses incorporated under the
laws of Delaware and California, respectively, with principal
places of business in Rock Hill, South Carolina. 3D Corp. and
3D Inc. “are in the business of designing and
manufacturing three-dimensional modeling and prototyping
systems and operating a comprehensive service bureau offering
rapid prototyping and manufacturing services for the
production of precision parts.” Dkt. No. 20-1 at 6.
Effective December 30, 2010, TWI became an “Authorized
Reseller” of 3D Systems' 3Dproparts parts and
products and its V-Flash Desktop Modeler and associated
materials. See Dkt. No. 20-1.
“‘Authorized Resellers' are those companies
[3D Inc.] appoint[s] to distribute and sell [its products]
because they maintain or are capable of developing
relationships with potential customers.” Id.
at 6. TWI and 3D Inc. executed the following three documents:
“Reseller Agreement, ” “Enabling Agreement
for 3DpropartsTM Parts Service” (the
“3Dproparts Agreement”), and “Enabling
Agreement for V-FlashTM” (the “V-Flash
Agreement”) (3Dproparts Agreement and V-Flash Agreement
collectively referred to as the “Enabling
Agreements”). See Id. at 6, 13, & 19,
2013 and 2014, representatives from 3D Systems, Inc. and/or
3D Systems Corporation informed TWI of a plan to create a
distributor or reseller network that produced product on 3D
Systems machines for third parties (‘Distributive
Printing').” Dkt. No. 27-4 at 2. TWI received a
purchase order from 3D Inc. dated June 27, 2014, for a new
ProX 300 Direct Metals printer (the “ProX 300
Printer”), which included a 12-month warranty. Dkt. No.
1-1 at 12-13. TWI purchased the ProX 300 Printer to make
parts for customers through its parts business and to be used
as part of its showcase for potential customers. See
Id. at 7; see also Dkt. No. 27-4 at 2
(“TWI purchased the [ProX 300] Printer in order to
participate in 3D's Distributive Printing
program.”). TWI bought the ProX 300 Printer from 3D.
Inc. for $603, 150.00, and with its payment on January 29,
2015, paid 3D Inc. in full for it. Dkt. No. 1-1 at 1-2. In
February 2015, the ProX 300 Printer stopped working and has
not worked since. Id. at 2. TWI discovered that the
ProX 300 Printer “is actually a used unit, three  or
four  generations behind what 3D represented [it] was to
TWI at the time of purchase.” Id. TWI
“contacted 3D on numerous occasions to request service
for the [ProX 300] Printer, ” but “3D has failed
and refused to service the [ProX 300] Printer.”
filed this suit for breach of contract, breach of warranty,
fraud, and UCC fraud against 3D Corp. and 3D Inc.
Failure to State a Claim against 3D Corp.
reviewing a motion pursuant to Rule 12(b)(6), the Court
“must accept all well pled facts as true and draw all
permissible inferences in favor of the plaintiff, ”
Agnew v. National Collegiate Athletic Ass'n, 683
F.3d 328, 334 (7th Cir. 2012), and determine whether the
complaint provides the defendant with “fair notice of
what the . . . claim is and the grounds upon which it rests,
” id. (quoting Erickson v. Pardus,
551 U.S. 89, 93 (2007)) (omission in original). In addition,
“[the] 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, 697 (2009) (quoting Bell
Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)).
“‘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.'” Roberts v. City
of Chicago, 817 F.3d 561, 564-65 (7th Cir. 2016)
(quoting Iqbal, 556 U.S. at 678). Legal conclusions
or bare and conclusory allegations are insufficient to state
a claim. Iqbal, 556 U.S. at 678, 680.
Defendants move to dismiss all claims against 3D Corp. for
failure to state a claim. All allegations in the complaint
treat 3D Corp. and 3D Inc. as one entity, referring to them
collectively as “3D” and alleging that, together,
they took the actions alleged. Ordinarily the fact that 3D
Corp. denies taking any of those actions would be irrelevant
in the context of a Rule 12(b)(6) motion, as the sufficiency
of a complaint is measured by the facts as alleged, not as
they actually exist. However, as TWI describes in its
response brief, it “purchased a three dimensional
printer [the ProX 300 Printer] and warranty from 3D  Inc.
(the ‘Purchase Transaction'), ” and
“[e]ach of the Counts in [its] Complaint relates to or
arises from the Purchase Transaction.” Dkt. No. 26 at 2
(internal citations omitted).
Defendants point out that TWI fails to allege any contractual
relationship between it and 3D Corp., arguing that the lack
of that allegation forecloses any claim for breach of
contract or breach of warranty against 3D Corp. Dkt. No. 22
at 3-4. They further maintain that, for its fraud claim, TWI
has not alleged any fraudulent statements by 3D Corp. Dkt.
No. 22 at 4. Instead, the Defendants argue, the only
statements upon which TWI could rely for its fraud claim are
those made in the June 27, 2014 purchase order from 3D Inc.
Id. (citing Dkt. No. 1-1 at 12). The Defendants also
call attention to the fact that the UCC financing statement
(Dkt. No. 1-1 at 17) references 3D Inc.'s June 27, 2014,
purchase order number. Id. at 5. Even though the
statement ambiguously lists the secured party as “3D
Systems, ” the Defendants argue that the statement
nonetheless does not specifically reference 3D Corp, so
TWI's UCC fraud claim against 3D Corp. “is not
legally viable.” Id.
response, TWI maintains that the Defendants' behavior
caused TWI to bring the claims against both 3D Corp. and 3D
Inc. See Dkt. No. 26 at 3 (“As a result of the
fluid use of identity demonstrated by the Defendants
themselves, the Counts in [the] Plaintiff's Complaint are
made against both 3D Systems, Inc. and 3D Systems
Corporation.”) (emphasis in original).
are no facts pled in the complaint or referred to in
TWI's brief that demonstrate a plausible basis for its
assertion that 3D Corp. engaged in any of the actions alleged
in the complaint. As TWI itself indicated, all causes of
action in its complaint arise out of the sale of the ProX 300
printer from 3D Inc. to TWI. Rather than pleading facts
showing that 3D Corp. was involved in that transaction, made
fraudulent statements, or filed a UCC financing statement
claiming TWI to be its debtor in relation to TWI's
transaction with 3D Inc., TWI instead presents only
conclusory allegations with respect to 3D Corp. As a result,
TWI has not met its burden under the Twombly/Iqbal
standard and has failed to state ...