United States District Court, S.D. Indiana, Indianapolis Division
ORDER ON DEFENDANTS' MOTION TO DISMISS
EVANS BARKER, United States District Court Judge
cause is before the Court on Defendants Ges MegaOne,
LLC's (“GES”) and WGL Energy Systems,
LLC's (“WGL”) Motion to Dismiss [Docket No.
13], filed on July 22, 2016 pursuant to Federal Rule of Civil
Procedure 12(b)(6). For the reasons detailed below, we
DENY Defendants' motion with regard to Count I
of Plaintiff's Complaint and GRANT
Defendants' motion with regard to Count II.
4310, LLC and Defendant GES entered into a Rooftop Solar
Lease Agreement (“Lease Agreement”), drafted by
GES, on September 25, 2013. See Compl. ¶¶
5-6. In Section 11.03 of the Lease Agreement, a limitation
was placed on GES's ability to assign the Lease Agreement
or its rights without receiving prior consent from Plaintiff
or providing Plaintiff with concurrent written notice.
Id. ¶ 8. GES was further required to provide
Plaintiff with sufficient evidence that any incoming assignee
had (1) comparable experience to GES in operating and
maintaining a photovoltaic solar system and (2) the financial
capability to maintain this system and perform the
Agreement's obligations. Id. ¶ 9.
12, 2015, Defendant WGL purchased all of the membership
interests in GES, becoming the LLC's new owner, but
neither GES nor WGL received the prior consent of Plaintiff
for the sale, delivered concurrent notice of the sale to
Plaintiff, or provided Plaintiff evidence of WGL's
experience and financial capabilities. Id.
¶¶ 10-12. Plaintiff sent a notice of breach to GES
on October 23, 2015, when it became aware of the sale.
Id. ¶ 13. In response, WGL sent a notice to
Plaintiff concerning its purchase of GES on October 28, 2015,
and GES sent a notice to Plaintiff on November 2, 2015.
Id. ¶ 14. Pursuant to sections
7.01(a)(iv) and (b) of the Lease Agreement, Plaintiff sent
a Notice of Lease Termination to GES and WGL on November 10,
2015, asserting that the October and November 2015 notices
were not provided concurrently to the sale and that it had
not received information concerning WGL's experiential or
financial information.Id. ¶ ¶ 18-19. Under
section 2.03 of the Lease Agreement, in the event of a
termination, the current lessee is required to remove all of
its tangible property from the leased premises within ninety
days, see Id. ¶ 20; however, WGL allegedly
refuses to acknowledge the termination and, to date, has not
removed its tangible property or vacated the premises.
Id. ¶ 22.
6, 2016, Plaintiff commenced this lawsuit against Defendants
in the Marion Superior Court alleging a breach of contract
and seeking both compensatory and declaratory relief.
See Dkt. 1-1. Defendants removed the action to this
court on the basis of diversity jurisdiction on June 17,
2016, and filed the instant motion to dismiss on July 22,
2016. See Dkts. 1, 13. The motion became fully
briefed on August 26, 2016, and is now ripe for decision by
Federal Rule of Civil Procedure 12(b)(6), the Court must
accept as true all well-pled factual allegations in the
complaint and draw all ensuing inferences in favor of the
non-movant. Lake v. Neal, 585 F.3d 1059, 1060 (7th
Cir. 2009). Nevertheless, the complaint must “give the
defendant fair notice of what the … claim is and the
grounds upon which it rests, ” and its [f]actual
allegations must … raise a right to relief above the
speculative level.” Pisciotta v. Old Nat'l
Bancorp, 499 F.3d 629, 633 (7th Cir. 2007) (citations
omitted). The complaint must therefore include “enough
facts to state a claim to relief that is plausible on its
face.” Bell Atl. Corp. v. Twombly, 550 U.S.
544, 570 (2007); see Fed. R. Civ. P. 8(a)(2). Stated
otherwise, a facially plausible complaint is one which
permits “the court to draw the reasonable inference
that the defendant is liable for the misconduct
alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678
seek dismissal of Plaintiff's claims for damages (Count
I) and declaratory relief (Count II), asserting as to Count I
that there has been no breach and therefore Plaintiff has
suffered no damages, and as to Count II, that a declaratory
judgment would not alter the legal relationship between
Defendants and Plaintiff. See Def.'s Mem. at 6,
9-10. We address each argument below.
Count I: Breach of Contract
12(b)(6) challenge to Count I of Plaintiff's Complaint
requires us to determine whether Plaintiff has alleged facts
sufficient to state a claim for breach of contract.
essential elements of a breach of contract claim are that:
“(1) a contract existed, (2) the defendant breached the
contract, and (3) the plaintiff suffered damage as a result
of the defendant's breach.” Collins v.
McKinney, 871 N.E.2d 363, 370 (Ind.Ct.App. 2007) (citing
Breeding v. Kye's, Inc., 831 N.E.2d 188, 191
(Ind.Ct.App. 2005)). There is no dispute here that a contract
existed; rather, Defendants seek dismissal of Count I on the
grounds that Plaintiff failed to allege facts, which taken as
true, could establish that Defendants breached the contract
or that Plaintiff has suffered any damages as a result of
that alleged breach. See Def.'s Mem. at 8.
regard to the former, “[a] party breaches a contract
when it fails to perform all of the obligations that it has
agreed to undertake.” West American Ins. Co. v.
Cates, 865 N.E.2d 1016, ...