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Ameresco Solar, LLC v. Sader

United States District Court, E.D. Louisiana

June 29, 2015

AMERESCO SOLAR, LLC
v.
JON SADER, ET AL., SECTION

ORDER AND REASONS

STANWOOD R. DUVAL, Jr., District Judge.

Before the Court is a Motion to Dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) filed by Defendant, Jon Sader. R. Doc. 6. Having reviewed the motion, memoranda, and relevant law, the Court DENIES the motion for the reasons stated herein.

I. BACKGROUND

Plaintiff, Ameresco Solar, LLC ("Ameresco"), filed the instant action against Defendants Jon Sader and Sader Power Enterprises, LLC ("Sader Power"). Ameresco alleges that it provided $1, 934, 748.52 in goods and services and that neither Mr. Sader nor Sader Power paid for such goods and services. In paragraph eight of the Complaint in its general allegations, Ameresco states that Mr. Sader is the sole member of Sader Power and alleges that Mr. Sader is the guarantor or surety in addition to the alter-ego of Sader Power. In Count One of the Complaint, Ameresco alleges that Mr. Sader is liable as a guarantor or surety of Sader Power on an open account claim. In Count Two of the Complaint, Ameresco contends that Mr. Sader, as the alter-ego of Sader Power, is liable for the debt of the principal on its breach of contract claim.

Defendant argues that Plaintiff has failed to plead any facts relating to the relevant factors under the alter-ego theory in Louisiana law. Specifically, Defendant alleges that Plaintiff fails to allege that Defendant failed to follow corporate formalities, commingled funds, did not maintain records, or transacted its affairs improperly, and rather relies exclusively on the fact that Mr. Sader is the sole shareholder of Sader Power, as alleged in paragraph eight of the Complaint, to support its alter-ego theory of liability.

In opposition, Plaintiff asserts that, preliminarily, the single allegation in paragraph eight does not constitute a claim or cause of action but serves to support the claim that Mr. Sader is liable for the debt owed; Defendant's motion, therefore, is more properly characterized as a motion to strike under Rule 12(f) of the Federal Rules of Civil Procedure. Because the alter-ego theory of liability raises questions of fact and law, no motion to strike should be granted and the matter should be resolved on the merits following discovery. Addressing the substance of the Defendant's motion, the Plaintiff asserts that the Complaint sets forth sufficient factual matter to state a claim for relief that is plausible on its face. Plaintiff points to its allegations in several paragraphs that demonstrate that Mr. Sader failed to observe corporate formalities as well as acts where it remains unclear whether Mr. Sader acted on behalf of Sader Power or his own behalf. In addition, Plaintiff addresses facts in the public record and documents incorporated into the Complaint by reference demonstrating that Mr. Sader was the sole member of Sader Power and that Sader Power was undercapitalized. The Plaintiff contends that, at this stage of the litigation, it is unnecessary to demonstrate all factors a court may consider in assessing the presence of an alter ego claim. Here, Plaintiff asserts that it has met the applicable pleading standard, giving fair notice of the substance of the claim and the factual grounds upon which the claim rests.

II. LEGAL STANDARD

The Federal Rules of Civil Procedure sanction dismissal of a plaintiff's complaint for "failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). However, such motions are generally viewed with disfavor and rarely granted. Turner v. Pleasant, 663 F.3d 770, 775 (5th Cir.2011) (citing Harrington v. State Farm Fire & Cas. Co., 563 F.3d 141, 147 (5th Cir.2009)).

To state a claim, under Federal Rule of Civil Procedure 8(a)(2) requires the complaint contain "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). "[T]he pleading standard Rule 8 announces does not require detailed factual allegations, ' but it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Ashcroft v. Iqbal, 556 U.S. 662, 677-78, 129 S.Ct. 1937, 1949, 173 L.Ed.2d 868 (2009)(citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 1964-65, 167 L.Ed.2d 929 (2007)). The court must accept all well-pleaded factual allegations as true, view them in the light most favorable to the plaintiff, and draw all reasonable inferences in the plaintiff's favor. Ramming v. United States, 281 F.3d 158, 161 (5th Cir.2001), cert. denied sub nom Cloud v. United States, 122 S.Ct. 2665 (2002). Although the court must accept as true all well-pleaded factual allegations set forth in the complaint, this tenet "is inapplicable to legal conclusions." Iqbal, 556 U.S. at 678. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. As Twombly indicates, the complaint must allege enough facts to give rise to a reasonable hope or expectation that discovery will reveal evidence of the foregoing elements of loss causation. 550 U.S. at 556.

To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain sufficient factual matter "to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. at 697 (quoting Twombly, 550 U.S. at 570). "To be plausible, the complaint's [f]actual allegations must be enough to raise a right to relief above the speculative level.'" In re Great Lakes Dredge & Dock Co. LLC, 624 F.3d 201, 210 (5th Cir. 2010) (quoting Twombly, 550 U.S. at 555). "A claim is plausible if the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a probability requirement, ' but it asks for more than a sheer possibility that a defendant has acted unlawfully." United States v. Bollinger Shipyards, Inc., 775 F.3d 255, 260 (5th Cir.2014) (citing Iqbal, 556 U.S. at 678); see Hale v. King, 642 F.3d 492, 499 (5th Cir. 2011). Plausibility calls for enough factual allegations to raise a reasonable expectation that discovery will reveal evidence to support the elements of the claim. See Twombly, 550 U.S. at 556.

Assessing whether a complaint states a plausible claim for relief is a "context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 at 664. A well-pleaded complaint may proceed even if it strikes the court that actual proof of the asserted facts is improbable, and that recovery is unlikely. Twombly, 550 U.S. at 556. "The plausibility standard does not give district courts license to look behind [a complaint's] allegations and independently assess the likelihood that the plaintiff will be able to prove them at trial.'" Bollinger Shipyards, 775 F.3d at 260 (citing Harold H. Huggins Realty, Inc. v. FNC, Inc., 634 F.3d 787, 803 n. 44 (5th Cir.2011)). The ultimate question to be resolved is "whether [the] complaint was sufficient to cross the federal court's threshold." Skinner v. Switzer, 562 U.S. 521, 131 S.Ct. 1289, 1296, 179 L.Ed.2d 233 (2011). "Rule 8(a)(2) of the Federal Rules of Civil Procedure generally requires only a plausible short and plain' statement of the plaintiff's claim, not an exposition of [the plaintiff's] legal argument." Id. Nevertheless, courts are compelled to dismiss claims grounded upon invalid legal theories even though they might otherwise be well-pleaded. Neitzke v. Williams, 490 U.S. 319, 109 S.Ct. 1827 (1989).

When considering a motion to dismiss, courts generally are limited to the complaint and its proper attachments. Dorsey v. Portfolio Equities, Inc., 540 F.3d 333, 338 (5th Cir.2008) (citation omitted). However, courts may rely upon "the complaint, any documents attached to the complaint, and any documents attached to the motion to dismiss that are central to the claim and referenced by the complaint." Lone Star Fund V (U.S.) L.P. v. Barclays Bank PLC, 594 F.3d 383, 387 (5th Cir.2010). In addition, courts may rely upon "matters of which a court make take judicial notice, " Funk v. Stryker Corp., 631 F.3d 777, 783 (5th Cir. 2011), including "matters of public record, " Norris v. Hearst Trust, 500 F.3d 454, 461 n9 (5th Cir. 2007).

III. DISCUSSION

Under the Erie doctrine, federal courts sitting in diversity apply state substantive law and federal procedural law. Gasperini v. Ctr. for Humanities, Inc., 518 U.S. 415, 427, 116 S.Ct. 2211(1996); see also Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78, 58 S.Ct. 817 (1938). The relevant substantive Louisiana law in this case provides that corporations in general are "distinct legal entities, separate from the individuals who comprise them, and that the shareholders are not liable for the debts of the corporation, " Riggins v. Dixie Shoring Co., 590 So.2d 1164, 1167 (La. 1991), with limited exceptions. In exceptional circumstances, Louisiana law permits courts to pierce the corporate veil of limited liability. Port of S. Louisiana v. Tri-Parish Indus., Inc., 927 F.Supp.2d 332, 342 (E.D. La. 2013)(citing Hollowell v. Orleans Reg'l Hosp., LLC, 217 F.3d 379, 385 (5th Cir.2000)). In one exception, the corporate veil may be pierced and the individual shareholder held liable for the debts of the corporation "where the corporation is found to be simply the alter ...


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