United States District Court, D. South Carolina, Charleston Division
C. NORTON UNITED STATES DISTRICT JUDGE
matter is before the court on defendant Celadon Trucking
Services, Inc.'s (“Celadon”) motion to
dismiss. For the reasons set forth below, the court grants
the motion in part and denies the motion in part.
Isaiah Gillins (“Gillins”) is a resident of
Charleston County, South Carolina, and Celadon is an Indiana
corporation with its principal place of business in
Indianapolis, Indiana. Compl. ¶¶ 1-2; Notice of
Removal ¶ 3(a)(ii). Gillins purportedly entered into an
equipment lease agreement (“the Agreement”) with
Celadon on August 23, 2012, for the rent-to-own lease of an
18-wheel truck. Compl. ¶ 4. Gillins agreed to pay
Celadon for use of the truck at a rate of 25 cents per mile
until the Agreement expired. Id. ¶ 5. Celadon,
however, terminated Gillins on January 16, 2014, for having
too many safety violations on his driving record.
Id. ¶ 6. Gillins filed a complaint against
Celadon on December 1, 2015, in the Court of Common Pleas for
Charleston County, asserting the following causes of action:
(1) breach of contract; (2) fraud in the inducement; (3)
violation of the South Carolina Unfair Trade Practices Act
(“SCUTPA”), SC Code Ann. § 39-5-10, et
seq.; (4) unjust enrichment and quantum meruit; and (5)
conversion. Id. ¶¶ 1-26. According to
Gillins, at the time of termination, he had paid over $100,
000 toward the lease and use of the truck. Id.
¶ 7. In addition to incurring maintenance costs and
expenses, Gillins claims he paid roughly $80, 000 at the
commencement of the Agreement. Id. Gillins further
alleges Celadon deducted approximately $35, 000 from his
filed a notice of removal of the action from state court to
this court on March 11, 2016, pursuant to 28 U.S.C.
§§ 1332, 1441, and 1446. ECF No. 1. On March 18,
2016, Celadon filed the present motion to dismiss all causes
of action pursuant to Federal Rule of Civil Procedure
12(b)(6), arguing Gillins failed to state any claim upon
which relief may be granted. ECF No. 4. Gillins filed a
response in opposition to the motion on April 14, 2016, ECF
No. 10, and Celadon replied on April 25, 2016. ECF No.
the court's instructions, the parties submitted
supplemental memoranda addressing what effect, if any, the
Agreement's “Applicable Law” provision has on
the present motion. ECF Nos. 14, 15. Celadon filed its
supplemental brief on July 18, 2016, ECF No. 14, and Gillins
filed his response on July 28, 2016. ECF No. 15. On August
12, 2016, the court held a hearing on the motion to dismiss.
The motion has been fully briefed and is ripe for the
Federal Rule of Civil Procedure 12(b)(6), a party may move to
dismiss for “failure to state a claim upon which relief
can be granted.” When considering a Rule 12(b)(6)
motion to dismiss, the court must accept the plaintiff's
factual allegations as true and draw all reasonable
inferences in favor of the plaintiff. See E.I. du Pont de
Nemours & Co. v. Kolon Indus., 637 F.3d
435, 440 (4th Cir. 2011). But “the tenet that a court
must accept as true all of the allegations contained in a
complaint is inapplicable to legal conclusions.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). On a
motion to dismiss, the court's task is limited to
determining whether the complaint states a “plausible
claim for relief.” Id. at 679. A complaint
must contain sufficient factual allegations in addition to
legal conclusions. Although Federal Rule of Civil Procedure
8(a)(2) requires only a “short and plain statement of
the claim showing that the pleader is entitled to relief,
” “a formulaic recitation of the elements of a
cause of action will not do.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007). The “complaint
must contain sufficient factual matter, accepted as true, to
‘state a claim to relief that is plausible on its
face.'” Iqbal, 556 U.S. at 678 (quoting
Twombly, 550 U.S. at 570). “Facts pled that
are ‘merely consistent with' liability are not
sufficient.” A Soc'y Without a Name v.
Virginia, 655 F.3d 342, 346 (4th Cir. 2011) (quoting
Iqbal, 556 U.S. at 678).
brings a motion to dismiss pursuant to Federal Rule of Civil
Procedure 12(b)(6), arguing Gillins failed to state any claim
upon which relief may be granted in his complaint. ECF No. 4.
Gillins argues the court should deny Celadon's motion to
dismiss or, in the alternative, grant him leave to amend the
complaint pursuant to Federal Rule of Civil Procedure 15. ECF
Breach of Contract
argues Gillins failed to state a claim upon which relief may
be granted for breach of contract because his
complaint-coupled with the attached copy of the
Agreement-demonstrates Gillins entered into a contract with
Quality Equipment Leasing, LLC (“Quality
Leasing”), not Celadon. According to Celadon, Gillins
also failed to sufficiently plead the alleged breaches in his
South Carolina law, “[t]he elements for breach of
contract are the existence of a contract, its breach, and the
damages caused by such breach.” Branche Builders,
Inc. v. Coggins, 686 S.E.2d 200, 202 (S.C. Ct. App.
2009). “An action for damages for breach of a contract
is predicated on the existence of a contract” and,
thus, “[i]t necessarily follows that the complaint must
contain allegations of a contract and a breach thereof before
any damages are recoverable.” Tidewater Supply Co.
v. Indus. Elec. Co., 171 S.E.2d 607, 608 (S.C. 1969).
“Only parties to a contract may be sued for a breach of
contract cause of action.” Murphy v. Jefferson
Pilot Commc'ns Co., 657 F.Supp.2d 683, 693 (D.S.C.
focuses heavily upon the fact that the Agreement states it is
between Gillins and Quality Leasing, maintaining that this
entitles Celadon to dismissal of the action. In other words,
Celadon argues it cannot be held liable for breach of a
contract to which, in Celadon's view, it was not a party.
What Celadon overlooks, however, is that the Agreement is
titled “Equipment Lease Agreement (Celadon Lease
Purchase Drivers), ” and the address given for the
“Lessor” is “One Celadon Drive, 9503 E.
33rd Street, Indianapolis, IN 46236.” ECF No. 1-1 at 9,
16. Given that the name Celadon appears twice on the face of
the Agreement, the court finds a perfectly reasonable
inference to be drawn is that Quality Leasing is, in some
way, related to Celadon. See E.I. du Pont de
Nemours, 637 F.3d at 440 (noting the court must draw all
reasonable inferences in favor of the plaintiff). Indeed,
counsel candidly conceded he was unable to argue that Celadon
had absolutely nothing to do with Quality Leasing. Although
the court cannot look outside the pleadings and exhibits, or
consider counsel's arguments as evidence, the court finds
it relevant that Celadon's name appears at the very top
of the Agreement and the address provided therein is that of
Celadon's corporate headquarters.
to the merits of his breach of contract claim, Gillins
alleges that he entered into the Agreement with Celadon for
the rent-to-own-lease of the 18-wheeler truck on August 23,
2012. Compl. ¶ 4. Gillins further asserts that Celadon
breached the Agreement between the parties by (1)
“failing to refund [Gillins] for monies paid into the
truck which were in excess of [$100, 000]”; (2)
“failing to discuss safety violations with [Gillins]
prior to yearly evaluations”; (3) “retroactively
applying a safety violation on [Gillins'] record that
should have been time barred under the Agreement”; and
(4) “failing to provide [Gillins] with termination
paperwork.” Id. ¶ 9. Additionally,
Gillins claimed he was entitled to damages resulting from
these alleged breaches. Id. ¶¶ 7, 10.
on the foregoing, when accepting the facts in the complaint
as true and drawing all reasonable inferences in favor of
Gillins, the court finds he has stated a plausible claim for
breach of contract in this case. See E.I. du Pont de
Nemours, 637 F.3d at 440 (stating the court must accept
the plaintiff's factual allegations as true and draw all
reasonable inferences in favor of the plaintiff);
Iqbal, 556 U.S. at 679 (providing that, on a motion
to dismiss, the court's task is limited to determining
whether the complaint states a “plausible claim for
relief”); Coggins, 686 ...