United States District Court, N.D. Indiana, Fort Wayne Division
OPINION AND ORDER
Collins, United States Magistrate Judge.
the Court is a motion for a more definite statement filed by
Defendant American Specialty Insurance & Risk Services,
Inc. (“American Specialty”), on September 3, 2019
(ECF 34), and an accompanying brief in support thereof (ECF
35). Plaintiff Axis Insurance Company (“Axis”)
filed a response on September 23, 2019 (ECF 37), to which
American Specialty replied on September 30, 2019 (ECF 39).
The issue is therefore fully briefed and ripe for ruling. For
the following reasons, the Court DENIES American
Specialty's motion (ECF 34).
action was initiated on April 16, 2019, when Axis filed its
first complaint against American Specialty, claiming breach
of contract and requesting declaratory judgement as to the
party's responsibilities under the contract. (ECF 1).
Axis subsequently amended its complaint on April 18, 2019
(ECF 8), to which American Specialty filed an answer (ECF
14). In response to a subsequent motion to dismiss (ECF 12),
Axis sought and received the Court's permission for leave
to file a second amended complaint (ECF 21,
This second amended complaint was filed on August 19, 2019
(ECF 31), prompting the present motion (ECF 34).
second amended complaint, which dropped the declaratory
judgment claim, is nineteen pages-eighteen if you omit the
final page which only contains a signature line and a
certificate of service-and one hundred and thirty-eight
paragraphs long. (ECF 31). Paragraphs 1-6 summarize
Axis's alleged cause of action. Paragraphs 7-14 assert
jurisdiction and venue. Paragraphs 15-19 identify the
parties. Paragraphs 20-25 assert the contractual relationship
between the parties and identify three written agreements
which make up the contract at issue here: (1) the Program
Management Agreement (“PMA”) which allegedly
incorporates the (2) Underwriting Guidelines Addendum
(“UGA”) and (3) the Claims Service and Management
Agreement (“Claims Agreement”). More
specifically, this section states that American Specialty
agreed to act as a managing general agent and underwriter of
Axis's sports and leisure program pursuant to the PMA.
Paragraphs 26-42 detail American Specialty's alleged
obligations under the PMA, while paragraphs 43-50 and 51-57
detail American Specialty's alleged obligations under the
UGA and Claims Agreement respectively. Paragraphs 58-128
assert the facts which Axis claims amount to a breach of
contract, stemming from American Specialty's allegedly
unauthorized extension of coverage to a professional sports
team (“the Team”) and its resulting failure to
defend and indemnify Axis in the subsequent insurance
dispute. Paragraphs 129-138 detail the parties failed attempt
to arbitrate this matter, summarize Axis's claim, and
make a prayer for relief.
summarizes American Specialty's breach in paragraph 136
American Specialty materially breached the PMA and related
agreements, all of which are incorporated by reference into
the PMA, by, among other things, failing to (a) fully inform
and obtain necessary underwriting approval from AXIS, (b)
schedule any primary employers liability insurer or
underlying employers liability policy, (c) maintain complete
and accurate paperwork relating to the policies issued to the
Team, (d) protect AXIS's interests in its claims handling
and preserve AXIS's defenses, and (e) indemnify AXIS.
(ECF 31 ¶ 136; see also ECF 37 at 3).
Specialty now asserts that despite the “sheer volume
(138 paragraphs for a single count)” of Axis's
second amended complaint, “it fails to identify which
specific contract terms are at issue.” (ECF 35 at 1-2).
As such, “American Specialty cannot discern from the
Second Amended Complaint the factual and legal bases for its
asserted breach of contract claim.” (Id. at
2). American Specialty does recognize, however, that
Axis's second amended complaint details American
Specialty's alleged obligations under the relevant
agreements. (ECF 39 at 2). American Specialty also concedes
that Axis does not need to attach copies of the written
agreements at issue to its complaint. (Id. at 2-3).
Nonetheless, American Specialty contends it is unable to
properly answer the allegations in the second amended
complaint unless the specific provisions of the agreements
are directly cited to. (Id. at 3-4).
may move for a more definite statement of a pleading that is
“so vague or ambiguous that the party cannot reasonably
prepare a response.” Fed.R.Civ.P. 12(e). “In
general, motions for a more definite statement under Rule
12(e) are appropriate when a ‘pleading fails to specify
the allegations in a manner that provides sufficient
notice.'” Malekpour v. LaHood, No. 12 C
6999, 2012 WL 5996375, at *1 (N.D. Ill. Nov. 30, 2012)
(quoting Swierkiewicz v. Sorema N.A., 534 U.S. 506,
513 (2002)). However, “because of the availability of
extensive discovery, Rule 12(e) motions are disfavored and
reserved for the rare case where the answering party will not
be able to frame a responsive pleading.”
Couponcabin LLC v. Savings.com, Inc., No.
2:14-CV-39-TLS, 2016 WL 3181826, at *8 (N.D. Ind. June 8,
2016) (internal quotation marks omitted) (quoting Nikolic
v. St. Catherine Hosp., No. 2:10 CV 406, 2011 WL
4537911, at *6 (N.D. Ind. Sept. 28, 2011)).
survive a Rule 12(e) motion on a contract claim, the
plaintiff must recite the relevant agreement, the basic
contents of that agreement, and the pertinent parties.”
Emp'rs Mut. Cas. Co. v. Downey Excavation, Inc.,
No. 10-CV-02043-MSK-KMT, 2011 WL 1335839, at *1 (D. Colo.
Apr. 7, 2011) (quoting 555 M Mfg., Inc. v. Calvin Klein,
Inc., 13 F.Supp.2d. 719, 724 (N.D. Ill. 1998)). “A
more definite statement is required in claims involving
contracts when the ‘defendants can only guess [as] to
what conduct and contract(s) [an] allegation
refers.'” Defined Space, Inc. v. Lakeshore E.,
LLC, 797 F.Supp.2d 896, 898 (N.D. Ill. 2011)
(alterations in original) (quoting Jackson Nat'l Life
Ins. Co. v. Gofen & Glossberg, Inc., 882 F.Supp.
713, 726 (N.D. Ill. 1995)).
American Specialty has not shown that Axis's second
amended complaint is “so vague and ambiguous”
that it cannot reasonably be expected to respond. While
American Specialty argues that the second amended complaint
lacks particularity despite its “volume, ” in
under twenty pages it details a business relationship between
two sophisticated entities and the facts giving rise to this
dispute which began as early as 2013. (See ECF 31
¶ 58). Within those pages, Axis clearly ...