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Tweatherford, Inc. v. 3D Systems Corp.

United States District Court, S.D. Indiana, Indianapolis Division

March 24, 2017



          Hon. William T. Lawrence, Judge

         This 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.

         I. BACKGROUND

         The facts of record relevant to the Court's decision follow. Additional relevant facts are included in the Discussion section below.

         Tweatherford, 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.[1] 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, respectively.

         “In 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.” Id.

         TWI filed this suit for breach of contract, breach of warranty, fraud, and UCC fraud against 3D Corp. and 3D Inc.


         A. Failure to State a Claim against 3D Corp.

         In 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.

         The 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).

         The 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.

         In 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).

         There 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 ...

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