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California First National Bank v. Boh Bros. Construction Co., L.L.C.

United States District Court, E.D. Louisiana

January 8, 2018

CALIFORNIA FIRST NATIONAL BANK
v.
BOH BROS. CONSTRUCTION CO., LLC

         SECTION: “J” (5)

          ORDER AND REASONS NATURE OF MOTION AND RELIEF REQUESTED

          CARL J. BARBIER UNITED STATES DISTRICT JUDGE.

         Before the Court is a Motion to Dismiss Counterclaim (Rec. Doc. 21) filed by California First National Bank (“CalFirst”). Boh Bros. Construction Company (“Boh Bros.”) opposes the motion. (Rec. Doc. 24) CalFirst submitted a reply in response to the opposition. (Rec. Doc. 27.) Having considered the motion and legal memoranda, the record, and the applicable law, the Court finds that the motion should be GRANTED in part and DENIED in part.

         FACTS AND PROCEDURAL BACKGROUND

         This litigation arises from Boh Bros.' allegedly unpaid invoices for work performed for Noranda Alumina, LLC (“Noranda”). According to Boh Bros., on September 17, 2015, Boh Bros. and Noranda entered into an agreement whereby Boh Bros. would provide labor, supervision, equipment, and materials to procure, fabricate, and install two breasting dolphin pile and fender assemblies as well as three mooring buoys and anchor piles (“Noranda Project”) at Noranda's Gramercy, Louisiana facility (“Noranda facility”). (Rec. Doc. 20 at 9.) Boh Bros. alleges that shortly after commencing work at the Noranda facility it was advised by Noranda that CalFirst was obligated to pay for Boh Bros.' invoices on the Noranda Project[1] and specifically instructed Boh Bros. to send its invoices to CalFirst. Boh Bros. allegedly requested written confirmation of this arrangement and received an email from CalFirst confirming that CalFirst would pay Boh Bros.' invoices for the Noranda Project. Boh Bros. submitted its first two invoices to CalFirst, and CalFirst paid them. Boh Bros. alleges that it mobilized its labor force to Noranda's facility to complete the Noranda Project after receipt of the payment. Thereafter, Boh Bros. submitted additional invoices to CalFirst, but CalFirst did not pay them. Noranda has since filed for bankruptcy, and a number of its vendors with contracts to work on Noranda's facility went unpaid, including Boh Bros.

         On May 15, 2017, CalFirst filed the present motion to dismiss Boh Bros.' counterclaim. The counterclaim asserts three causes of action against CalFirst: breach of contract, negligent misrepresentation, and detrimental reliance. In total, Boh Bros. seeks $778, 636.14 for work it performed. CalFirst argues that it is not contractually obligated to pay Boh Bros.' unpaid invoices, that it did not owe a duty to Boh Bros. to disclose Noranda's financial situation, and that Boh Bros. did not detrimentally rely on CalFirst's alleged representations and actions. (Rec. Doc. 21-1.) In response, Boh Bros. argues that it has adequately alleged all three of its claims, and CalFirst's motion to dismiss should be denied. CalFirst's motion is now before the Court on the briefs and without oral argument.[2]

         LEGAL STANDARD

         Under the Federal Rules of Civil Procedure, a complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). The complaint must “give the defendant fair notice of what the claim is and the grounds upon which it rests.” Dura Pharm., Inc. v. Broudo, 544 U.S. 336, 346 (2005) (internal citations omitted). The allegations “must be simple, concise, and direct.” Fed.R.Civ.P. 8(d)(1).

         “Under Rule 12(b)(6), a claim may be dismissed when a plaintiff fails to allege any set of facts in support of his claim which would entitle him to relief.” Taylor v. Books A Million, Inc., 296 F.3d 376, 378 (5th Cir. 2002) (citing McConathy v. Dr. Pepper/Seven Up Corp., 131 F.3d 558, 561 (5th Cir. 1998)). To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must plead enough facts to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is facially plausible when the plaintiff pleads facts that allow the court to “draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. A court must accept all well-pleaded facts as true and must draw all reasonable inferences in favor of the plaintiff. Lormand v. U.S. Unwired, Inc., 565 F.3d 228, 232 (5th Cir. 2009); Baker v. Putnal, 75 F.3d 190, 196 (5th Cir. 1996). The court is not, however, bound to accept as true legal conclusions couched as factual allegations. Iqbal, 556 U.S. at 678. “[C]onclusory allegations or legal conclusions masquerading as factual conclusions will not suffice to prevent a motion to dismiss.” Taylor, 296 F.3d at 378.

         DISCUSSION

         1. Breach of Contract

         Under Louisiana law the formation of a contract requires capacity, consent, a certain object, and a lawful cause.[3] La Bo J. P'ship v. La. Lottery Corp., 2008-1279 (La.App. 1 Cir. 1/30/09), 6 So.3d 191, 194. Consent requires a meeting of the minds between the parties through offer and acceptance. Id. Unless the law prescribes a certain formality as to form, a contract through offer and acceptance may be perfected orally, in writing, or by action or inaction that under the circumstances is clearly indicative of consent. Jarreau v. Quackenbush, 687 F.Supp.2d 606, 611 (M.D. La. Feb. 2, 2010) (citations omitted); Wilson v. Two SD, LLC, 2015-0959 (La.App. 1 Cir. 12/23/15), 186 So.3d 103, 109. Further, “[w]hen consent is not express, or when the law creates no presumption of consent, the trial judge is to ascertain, from the facts and circumstances, whether the parties' consent is to be implied from them.” Knect v. Bd. of Trs. for State Colls. & Univs. & N.W. State Univ., 591 So.2d 690, 694 (La. 1991).

         Boh Bros.' counterclaim alleges that Noranda advised Boh Bros. that CalFirst would be contractually obligated to pay Boh Bros.' invoices for the Noranda Project. Boh Bros.' further alleges that it was instructed to send all of its invoices directly to CalFirst. (Rec. Doc. 20 at 10.) Boh Bros. alleges that it sought and received written confirmation of this arrangement from CalFirst. Id. at 10-11. Boh Bros. further alleges that CalFirst reconfirmed this agreement by actually paying the first two invoices Boh Bros. submitted. Id. Thus, Boh Bros. has alleged that it asked CalFirst who was responsible for paying Boh Bros. invoices, CalFirst told Boh Bros. to send its invoices to CalFirst, and CalFirst subsequently paid these invoices. Accepting the allegations in Boh Bros.' counterclaim as true, it is at least plausible that CalFirst confirmed, in writing and by payment of Boh Bros.' first two invoices, that it was contractually obligated to pay Boh Bros.' invoices. CalFirst argues that the email exchange containing this alleged agreement demonstrates that it was only responsible for paying the first two invoices, which were apparently attached to the email, and that it in fact paid these invoices. While this may ultimately be true, the Court finds that as alleged and accepted as true, Boh Bros.' counterclaim contains a plausible claim for breach of contract.

         2. Negligent ...


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