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LLC v. Ges Megaone, LLC

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

March 31, 2017

4310, LLC, Plaintiff,


          SARAH EVANS BARKER, United States District Court Judge

         This 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.

         Factual Background

         Plaintiff 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.

         On June 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)[1] and (b)[2] 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.[3]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.

         On May 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 this Court.

         Legal Standard

         Under 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 (2009).


         Defendants 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.

         I. Count I: Breach of Contract

         Defendants' 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.

         The 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.

         With 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, ...

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