United States District Court, W.D. Louisiana, Shreveport Division
ELIZABETH E. FOOTE, District Judge.
Before the Court is a motion to dismiss filed by the Defendants, BFI Waste Services, LLC d/b/a Republic Services of Shreveport-Minden, Allied Waste Services of Shreveport-Minden, and Webster Parish Landfill, LLC (collectively, "BFI"). In this motion, Defendants seek to dismiss all claims filed against them by the Plaintiff, Waste Commanders, LLC ("Waste Commanders"). The Plaintiff opposes the Defendants' motion. For the reasons that follow, the Defendants' motion to dismiss [Record document 23] shall be GRANTED in part and DENIED in part.
I. FACTUAL BACKGROUND.
The Webster Parish Police Jury (the "Parish") owns a landfill in Webster Parish, Louisiana, which is known as the Webster Parish Sanitary Landfill (the "Landfill"). The Parish entered into a contract with BFI, through a predecessor in interest, to operate the landfill. This contract was entered into the Mortgage Records of Webster Parish Clerk of Court on August 12, 1997 and has a term of twenty-five years. The contract includes a provision that states "[BFI] warrants that its rate structure will treat all haulers equally" when depositing waste in the landfill.
Waste Commanders is one of several companies that collects waste from residents in Webster Parish and then hauls that waste to the Landfill. In addition to operating the Landfill, BFI also operates a hauling business that deposits waste into the Landfill. Waste Commanders filed suit against the Defendants in the 26th Judicial District Court in Webster Parish. In its complaint, Waste Commanders argues that BFI charges itself a lower rate than it charges to other haulers that use the Landfill and that this unequal rate structure is in violation of the contract between BFI and the Parish. Additionally, Waste Commanders argues that the unequal rate structure is an unfair method of competition and an unfair and deceptive practice that is unlawful under the Louisiana Unfair Trade Practices Act, La. R.S. 51:1401, et seq. ("LUTPA"). The Defendants removed the matter to this Court and then filed the pending motion to dismiss.
II. LAW AND ANALYSIS.
Federal Rule of Civil Procedure 8 requires a short and plain statement of the claim showing the pleader is entitled to relief. A complaint is not required to contain detailed factual allegations, however, "a plaintiff's obligation to provide the grounds of his entitle[ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action." Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 555, 127 S.Ct. 1955, 1964-65 (2007)(internal marks and citations omitted). "To survive a motion to dismiss, a 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, 678, 129 S.Ct. 1937, 1949 (2008) (internal marks omitted). "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." Id . This plausibility requirement "asks for more than a sheer possibility that a defendant has acted unlawfully." Id . However, the complaint cannot be simply "unadorned, the-defendant-unlawfully-harmed-me accusation[s]." Id.
As the Fifth Circuit has explained, in order to survive a 12(b)(6) motion, "the complaint must contain either direct allegations on every material point necessary to sustain a recovery or contain allegations from which an inference fairly may be drawn that evidence on these material points will be introduced at trial." Rios v. City of Del Rio , 444 F.3d 417, 420-21 (5th Cir. 2006) (internal marks and citation omitted). Moreover,
a statement of facts that merely creates a suspicion that the pleader might have a right of action is insufficient. Dismissal is proper if the complaint lacks an allegation regarding a required element necessary to obtain relief. The court is not required to conjure up unpled allegations or construe elaborately arcane scripts to save a complaint. Further, conclusory allegations or legal conclusions masquerading as factual conclusions will not suffice to prevent a motion to dismiss.
Id. at 421 (internal marks and citations omitted).
Here, Plaintiff argues that by charging variable pricing rates, BFI has breached its contract with the Parish and has violated LUTPA. BFI argues that both of Plaintiff's claims fail because Waste Commanders is not a party to the contract or a third party beneficiary under the contract. BFI also argues that Plaintiff's LUTPA claim fails because it has not alleged the necessary elements for a claim of unfair competition. The Court will address each claim in turn.
A. Breach of Contract
As described above, the contract between the Parish and BFI provides that "[BFI] warrants that its rate structure will treat all haulers equally." Neither party argues that the contractual language in question is ambiguous, and the Court agrees that the language is unambiguous. Therefore, the Court may construe the language as a matter of law. Wooley v. Lucksinger, 2009-0571 (La. 4/1/11); 61 So.3d 507, 558; Preston Law Firm, L.L.C. v. Mariner Heath Care Mgmt. Co. , 622 F.3d 384, 391-92 (5th Cir. 2010).
It is also undisputed that Waste Commanders is not a party to the contract. "[N]o action for breach of contract may lie in the absence of privity of contract between the parties." Pearl River Basin Land & Dev. Co. v. State of Louisiana, 2009-0084 (La.App. 1 Cir. 10/27/09); 29 So.3d 589, 593. The Louisiana Civil Code recognizes the creation of a contractual benefit for a third party, referred to as a stipulation pour autrui, but does not provide an analytic framework for determining whether a third party beneficiary contract exists. See La. Civ. Code art. 1978. However, the Louisiana Supreme Court has determined there are three criteria to consider when determining whether contracting parties have provided a benefit for a third party: "1) the stipulation for a third party is manifestly clear; 2) there is certainty as to the benefit provided the third party; and 3) the benefit is not a mere incident of the contract between the promisor and the promisee." Joseph v. Hosp. Serv. Dist. No. 2 of Parish of St. Mary, 2005-2364 (La. 10/15/06); 939 So.2d 1206, 1212. Courts should analyze whether a third party beneficiary contract exists on ...