Marina One, Inc. v. Jones

22 F. Supp. 3d 604, 2014 U.S. Dist. LEXIS 70695, 2014 WL 2155356
District Court, E.D. Virginia·Decided May 22, 2014·No. Civil Action No. 4:13cv117·Published·Cited by 3 cases

Opinion

MEMORANDUM OPINION & ORDER

RAYMOND A. JACKSON, District Judge.

Before the Court is Defendant Jean Jones’ second Motion to Dismiss. ECF No. 21. Plaintiffs, who arc a marina and its owners, filed a Complaint against Defendant, an owner of a boat berthed at the marina whose husband is involved in ongoing state court litigation against Plaintiffs for an injury he sustained at the marina. Plaintiffs, who rely on federal admiralty jurisdiction, allege that Defendant breached a slip agreement. They also seek a declaration that she is obligated to indemnify Plaintiffs in the state court action under that contract and raise other state law tort claims. The Amended Complaint, ECF No. 18, also includes a new declaratory judgment claim regarding Defendant’s liability to the marina’s owners. Plaintiffs Archie and Linda Allen. Defendant seeks dismissal of the First Amended Complaint as to the Allens. For the reasons stated below. Defendant’s Motion to Dismiss is DENIED IN PART and GRANTED IN PART.

I. FACTUAL AND PROCEDURAL HISTORY

The facts alleged in the Amended Complaint are as follows. Plaintiff Marina One, Inc. is a Virginia corporation and the lessee and operator of Joys Marina in Hampton, Virginia (“the Marina”). Am. Compl. ¶ 4. Plaintiffs Archie and Linda Allen own the property where the Marina is located and lease it to Marina One. Am. Compl. ¶ 5. Additionally, they were the sole shareholders, directors, and officers of Marina One. Am. Compl. ¶ 6. Defendant Jean Jones is the co-owner of a 44-foot Sea Ray vessel that was docked at the Marina. The other owner of the vessel is Defendant’s husband, Rick Jones. Am. [606] Compl. ¶ 8. Mr. Jones has filed suit in state court against the Plaintiffs and alleges that in May 2012, he suffered personal injury while disembarking from their vessel at the Marina. Am. Compl. ¶ 20.

Attached to the Amended Complaint is a Slip Lease Agreement (“the Agreement”) signed on June 27, 2011, and providing for the dockage of the Jones’ vessel at the Marina between July 1, 2011 and June 30, 2012. Am. Compl., Ex. A. Rick Jones is listed as the “Lessee,” but the Agreement was signed by Defendant. Above her signature is a certification that the person signing “is the owner of the vessel herein-above described or is authorized to subj[e]ct such vessel to the provisions of this” contract.” Id. at 3. Notably, the Agreement provides that the lessee is required to obtain indemnity insurance in the amount of $300,000 and to list the Marina as an additional insured. Am. Compl. ¶ 13. However, when Plaintiffs raised this clause as a defense in Mr. Jones’ state court suit, he claimed that he was not bound by the Agreement because Defendant was not authorized to sign the Agreement on his behalf. Am. Compl. ¶ 28.

Plaintiffs now raise five claims against Defendant. Count 1 is a claim for declaratory relief, and alleges that Defendant had the authority to bind herself to the Agreement as the owner of the vessel. As such, she is obligated to indemnify the Marina in her husband’s state court suit. Count 2 is a breach of contract claim, and alleges that Defendant breached numerous clauses of the Agreement, such as the requirement to maintain the pier in a safe condition and to defend and indemnify the Marina. Count 3 and 4 are actual and constructive fraud claims, and are raised in the alternative to Counts 1 and 2. (Count 4 is also raised in the alternative to Count 3). They allege that Defendant fraudulently misrepresented that she had the authority to sign the Agreement. Count 5, also raised in the alternative to Counts 1 and 2, alleges that Defendant breached the warranty of authority that she made to the Marina. Finally, Count 6, newly added to the Amended Complaint, seeks a declaration regarding Defendant’s duties to the Allens in the event that the state court finds that the Allens are the “alter ego” of the Marina.

On March 5, 2014, 2014 WL 896989, the Court entered an order denying in part and deferring in part Defendant’s first Motion to Dismiss. ECF No. 15. It denied the Motion to Dismiss on all but two grounds. First, as to Defendant’s argument that the Complaint should be dismissed pursuant to Rule 12(b)(7) for failure to join Defendant’s husband as a party, the Court ordered Defendant to notify him of this suit and deferred ruling pending any notification of his interest. Second, as to Defendant’s claim that the Complaint failed to state claim as to the Allens, the Court granted Plaintiffs leave to amend the Complaint to “sufficiently plead their connection to the contract and tort claims.” ECF No. 15, at 20. Plaintiffs filed an Amended Complaint on March 27, 2014, ECF No. 18, and Defendant filed a Motion to Dismiss on April 16, 2014, ECF No. 21. On April 29, 2014, Plaintiffs filed their Memorandum in Opposition, ECF No. 23, and Defendant filed a Reply on May 5, 2014, ECF No. 24. This matter is accordingly fully briefed and ripe for disposition.

II. STANDARD OF REVIEW

Rule 12(b)(6) provides for dismissal of actions that fail to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). The Supreme Court has stated that in order “[t]o survive a motion [607] 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, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (internal quotations omitted)). Specifically, “[a] claim has facial plausibility when the pleaded factual content allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Moreover, at the motion to dismiss stage, the Court is bound to accept all of the factual allegations in the Complaint as true. Id. at 678, 129 S.Ct. 1937. However, “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. at 678, 129 S.Ct. 1937. Assessing the claim is a “context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. at 679, 129 S.Ct. 1937.

Rule 12(b)(7) provides for dismissal where a party has not been joined as required by Rule 19. The party asserting the Rule 12(b)(7) defense bears the burden of showing that a person not joined is necessary and indispensable pursuant to Rule 19. Am. Gen. Life & Accident Ins. Co. v. Wood, 429 F.3d 83, 92 (4th Cir.2005). A court addressing such a defense may consider evidence presented outside of the pleadings. R-Delight Holding LLC v. Anders, 246 F.R.D. 496, 499 (D.Md.2007).

III. ANALYSIS

A. Failure to join a necessary party

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Marina One, Inc. v. Jones, 22 F. Supp. 3d 604, 2014 U.S. Dist. LEXIS 70695, 2014 WL 2155356 (E.D. Va. 2014).

22 F. Supp. 3d 604 (Marina One, Inc. v. Jones) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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