Pinda Technology Co. Ltd. v. Greenwich Metals, Inc.

• Court: District Court, D. Connecticut
• Decided: March 9, 2026
• Docket: 3:25-cv-00258
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT

-------------------------------- X PINDA TECHNOLOGY CO. LTD., : : Plaintiff, : : v. : : GREENWICH METALS, INC., : : Defendant. : : -------------------------------- X Civil No. 3:25-cv-258 (AWT) GREENWICH METALS, INC., : : Counterclaim : Plaintiff, : : v. : : PINDA TECHNOLOGY CO. LTD., : : Counterclaim : Defendant, : : -------------------------------- X

RULING ON COUNTERCLAIM DEFENDANT’S MOTION FOR JUDGMENT ON THE PLEADINGS

Counterclaim plaintiff Greenwich Metals, Inc. (“Greenwich Metals”) brings a counterclaim against Pinda Technology Co. LTD. (“Pinda”). The counterclaim was filed in response to a six-count Complaint brought by Pinda against Greenwich Metals. Both the Complaint and the counterclaim arise from alleged breaches of contracts for the purchase and delivery of Taiwanese magnesium alloy metal. Count One of the counterclaim is a claim that Pinda breached multiple contracts when it failed to timely deliver the magnesium alloy it sold to Greenwich Metals. Count Two of the counterclaim is a claim, in the alternative, for unjust

enrichment. Pinda has moved for judgment on the pleadings on both counts of the counterclaim, arguing that both counts fail to state a claim upon which relief can be granted. For the reasons set forth below, counterclaim defendant Pinda’s motion is being denied. I. FACTUAL ALLEGATIONS Counterclaim plaintiff Greenwich Metals is a corporation with its principal place of business in Greenwich, Connecticut. Answer with Affirmative Defenses and Counterclaim[] of Defendant Greenwich Metals, Inc. to Complaint of Pinda Technology Co. LTD. (ECF No. 25) (“Answer” or “Counterclaim”) ¶ 1. Counterclaim defendant Pinda is a business entity with a principal place of

business in Taoyuan, Taiwan. Id. ¶ 2. Greenwich Metals and Pinda entered into three “written agreement[s] . . . pursuant to which Greenwich agreed to buy from Pinda and Pinda agreed to sell to Greenwich . . . quantit[ies] of Magensium Alloy Ingot (referred to herein as the ‘Metals’) . . . .” Id. ¶ 5. Contract Number P_USRMG_CT00498 (“Contract 498”) was entered into on or about April 13, 2022. Contract Number P_USRMG_CT00509 (“Contract 509”) was entered into on or about May 4, 2022. Contract Number P_USRMG_CT00521 (“Contract 521”) was entered into on about May 12, 2022. Each contract specified that “delivery of the contracted for quantity of the Metals was to be made at Baltimore, Maryland

by no later than early June 2022, with time being of the essence as required pursuant to Greenwich’s Standard Terms and Conditions of Purchase.” Id. ¶ 6, 9, 12. See ECF No. 25-2 at 8- 10 (copy of Greenwich’s Standard Terms and Conditions of Purchase). The Standard Terms and Conditions of Purchase state that “Seller shall be liable for damages based on cover and consequential damages . . . for any failure to, or delay in, delivery.” ECF No. 25-2 at 9. The Standard Terms and Conditions of Purchase “were incorporated into every transaction between Greenwich and [Pinda] at all times relevant to this action by course of dealing[.]” Answer ¶ 10. “At the time of each of these three agreements being

reached between Pinda and Greenwich, Pinda was on notice that Greenwich required timely delivery of the Metals described in each agreement because Greenwich had agreements with third parties to supply them with the Metals within specified time limits.” Counterclaim ¶ 14. Each contract also specified that “delivery was to be done in . . . FCL’s (Full Container Load) and payment by Greenwich was to be done CAD (Cash against Documents), thereby requiring Greenwich to pay for the shipment of Metals before it received the shipment.” Id. ¶ 7. See also id. ¶ 10, 13 (specifying same terms, but with different quantities, for Contracts 509 and 521).

“Though Greenwich paid Pinda in full for each shipment of Metals in advance of the shipment being made by Pinda, Pinda did not ship any Metals pursuant to [Contract 498] until July 29, 2022 and then only a partial shipment of the Metals ordered in said Purchase Contract.” Id. ¶ 15. “[F]urther partial shipments of Metals pursuant to [Contract 498] did not occur until: (i) August 14, 2022; and (ii) August 28, 2022.” Id. ¶ 16. “Similarly, Pinda did not ship any Metals pursuant to [Contract 509] until August 28, 2022 and further did not ship any Metals pursuant to [Contract 521] until September 10, 2022.” Id. ¶ 17. “Pinda was seasonably notified of its breach of [Contracts 498, 509, and 521] with Greenwich.” Id. ¶ 8.

“Pinda’s material breaches of the foregoing agreements have damaged Greenwich in that: it has suffered: (i) financial losses due to the financial strain on its business (e.g., the costs of storage and insurance relative to the quantity of the Metals; (ii) reputational damage when it was seen as not being able to supply customers in a timely manner; and (iii) operational inefficiencies due to having too much of the Metals stored in a warehouse or other storage facility.” Id. ¶ 22. The “delays caused Greenwich to incur significant damages including inability to provide product to its customers in sufficient quantities and at times required by such customers[.]” Id. ¶ 18. II. LEGAL STANDARD

Although Pinda calls its motion a motion to dismiss, the motion is properly characterized as a motion for judgment on the pleadings. This is “[b]ecause an Answer has been filed, [so] the proper filing would have been a motion for judgment on the pleadings . . . .” Ashley v. Gonzalez, 2020 WL 7027501, at *2 (S.D.N.Y. Nov. 30, 2020). See Fed R. Civ. P. 12(c). “The standard for granting a Rule 12(c) motion for judgment on the pleadings is identical to that for granting a Rule 12(b)(6) motion for failure to state a claim.” Lively v. WAFRA Inv. Advisory Grp., Inc., 6 F.4th 293, 301 (2d Cir. 2021) (internal quotation marks omitted). When deciding a motion to dismiss under Rule 12(b)(6), the

court must accept as true all factual allegations in the complaint and must draw inferences in a light most favorable to the plaintiff. See Scheuer v. Rhodes, 416 U.S. 232, 236 (1974). See also Vega v. Hempstead Union Free Sch. Dist., 801 F.3d 72, 86 (2d Cir. 2015) (“[T]he court must assume the factual allegations in the complaint to be true, ‘even if [they are] doubtful in fact’. . . .” (citation omitted)). Although a complaint “does not need detailed factual allegations, 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 will not do.” Bell Atlantic Corp. v. Twombly,

550 U.S. 544, 555 (2007). “On a motion to dismiss, courts ‘are not bound to accept as true a legal conclusion couched as a factual allegation[.]’” Id. (quoting Papasan v. Allain, 478 U.S. 265, 286 (1986)). “Nor does a complaint suffice if it tenders naked assertions devoid of further factual enhancement.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 557). “Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact).” Twombly, 550 U.S. at 555 (internal quotation marks omitted). However, the plaintiff must plead “only enough facts

to state a claim to relief that is plausible on its face.” Id. at 547. “A claim has facial plausibility when the [claimant] pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678. “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.” Id. (quoting Twombly, 550 U.S. at 556). “Where a complaint pleads facts that are “merely consistent with” a defendant’s liability, it ‘stops short of the line between possibility and plausibility of entitlement to relief.’” Id. (quoting Twombly, 550 U.S. at 557).

The court may consider “only the facts alleged in the pleadings, documents attached as exhibits or incorporated by reference in the pleadings and matters of which judicial notice may be taken.” Samuels v. Air Transport Local 504, 992 F.2d 12, 15 (2d Cir. 1993). “[W]here a question of fact is in dispute, it is improper for the district court to answer it on a motion for dismissal on the pleadings.” Lively, 6 F.4th at 301 (internal quotation marks omitted) (cleaned up). III. DISCUSSION A. Counterclaim Count One: Breach of Contract Pinda makes two arguments in support of its contention that Greenwich Metals has failed to state a claim for breach of

contract. First, “PINDA contends there is no breach of [Contracts 498, 509, and 521]” because “[a]ny alleged delay [in Pinda’s performance], without more, does not establish a ‘material’ breach.” Memorandum of Law in Support of Plaintiff’s Motion to Dismiss Defendant’s Counterclaims (ECF No. 40-1) (“Pinda Mem.”) at 5 (citation omitted). Second, Pinda argues that Greenwich Metals “failed to plausibly allege damages of $4,194,743.04” because the counterclaim fails to allege compensatory, incidental, and consequential damages.1 Id. Both arguments are unavailing. 1. Material Breach

“The elements of a breach of contract claim are the formation of an agreement, performance by one party, breach of the agreement by the other party, and damages.” Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn. 282, 291 (2014). “Whether a breach is material depends on the circumstances of the case.” Weiss v. Smulders, 313 Conn. 227, 264 (2014). See also Bernstein v. Nemeyer, 213 Conn. 665, 672 n.8 (1990) (identifying circumstances the Restatement (Second) of Contracts § 241 (1981) states are relevant “[i]n determining whether a failure to render or to offer performance is material”). “Even if not material, the failure may be a breach and give rise to a

claim for damages for partial breach.” Restatement (Second) of Contracts § 241 cmt. a (1981). Accepting as true all non-conclusory factual allegations in the Counterclaim and drawing all inferences in a light most favorable to Greenwich Metals, it has alleged breaches of the

1 Pinda also argues that the counterclaims should be severed from this case. See ECF No. 40-1 at 9. However, the “essential facts of the [Counterclaim] are so logically connected [to the Complaint] that considerations of judicial economy and fairness dictate that all the issues be resolved in one lawsuit.” United States v. Aquavella, 615 F.2d 12, 22 (2d Cir. 1979) (internal quotation marks omitted). Therefore, the Counterclaim and the Complaint should proceed as one lawsuit. three contracts based on the fact that Pinda failed to timely deliver the Metals. “‘When it is said that time is of the essence, the proper meaning of the phrase is that the

performance by one party at the time specified in the contract or within the period specified in the contract is essential in order to enable him to require performance from the other party. . . . Its commonly understood meaning is that insofar as a time for performance is specified in the contract, failure to comply with the time requirement will be considered to be a material breach of the agreement.’” Town of New Milford v. Standard Demolition Servs., Inc., 212 Conn. App. 30, 85 n.23 (2022) (quoting Blackwell v. Mahmood, 120 Conn. App. 690, 699 n.4 (2010)). Here, Greenwich Metals alleges that the contracts required delivery by no later than early-June 2022,2 with time being of the essence as required pursuant to the Standard Terms

and Conditions of Purchase which were incorporated into each contract.3 See Counterclaim ¶ 6, 9, 12; Answer ¶ 10. However,

2 Pinda asserts it “never agreed to deliver the metals purchased by [Greenwich Metals] by no later than early June 2022 in the contract.” Reply to Counterclaims (ECF No. 28) (“Counterclaim Answer”) ¶ 6, 9, 12. The parties agree that each of the three contracts contained the term “Shipment Quota: May to early-June, 2022 ex Taiwan”, but Pinda asserts that this term was “the price term for the shipping cost, not the delivery term . . . .” Id. But this is a factual question that is in dispute and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301 (“Thus, where a question [of fact] is in dispute, it [is] improper for the district court to answer it on a motion for dismissal on the pleadings.” (internal quotation marks omitted)).

3 Pinda asserts that Greenwich Metals “did not provide a copy of the ‘Standard Terms and Conditions of Purchase’ . . . with [any of the three contracts] at the[ir] execution . . . .” Counterclaim Answer ¶ 6, 9, 12. Again, this is a Pinda did not ship any metals pursuant to Contract 498 until July 29, 2022; any metals pursuant to Contract 509 until August 28, 2022; and any metals pursuant to Contract 521 until

September 10, 2022. See Counterclaim ¶ 15-17. Therefore, Greenwich Metals has properly alleged that there was a material breach. 2. Damages Under Connecticut law: The general rule in breach of contract cases is that the award of damages is designed to place the injured party, so far as can be done by money, in the same position as that which he would have been in had the contract been performed. . . . It has traditionally been held that a party may recover general contract damages for any loss that may fairly and reasonably be considered [as] arising naturally, i.e., according to the usual course of things, from such breach of contract itself. . . . This court has consistently applied the general damage formula of Hadley v. Baxendale, 156 Eng.Rep. 145 (1854) to the recovery of lost profits for breach of contract, and it is our rule that [u]nless they are too speculative and remote, prospective profits are allowable as an element of damage whenever their loss arises directly from and as a natural consequence of the breach.

Torosyan v. Boehringer Ingelheim Pharms., Inc., 234 Conn. 1, 32 (1995) (internal quotation marks and citations omitted). The Restatement (Second) of Contracts states: Under [the] Uniform Commercial Code §§ 2-607(2) and 2-714, for example, the buyer’s acceptance and retention of the goods does not preclude him from recovering damages for any non-conformity of tender. Not only may a party excuse entirely the non-occurrence of a condition of his duty, but

factual question that is in dispute and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301. he may excuse a delay in its occurrence. . . . He may then claim damages for partial breach because of the delay.

Restatement (Second) of Contracts § 246 cmt. b. Pinda contends that Greenwich Metals has not alleged compensatory damages because “there [was] no breach of [Contracts 498, 509, and 521] . . . .” Pinda Mem. at 5. But, as discussed above, Count One alleges that Pinda breached the contracts when it failed to meet the early-June delivery deadline specified by the contracts, which stated that time was of the essence. Because “[e]very breach gives rise to a claim for damages, and may give rise to other remedies[,]” Greenwich Metals has properly alleged compensatory damages. Restatement (Second) of Contracts § 236 cmt. a (1981) Pinda contends that Greenwich Metals has not alleged incidental damages because Greenwich Metals “never rejected or revoked acceptance of the purchased goods under [Contracts 498, 509, and 521] . . . .” Pinda Mem. at 6. However, Conn. Gen. Stat. § 42a-2-715(1), which governs incidental damages, does not require rejection or revocation in order for a buyer to recover incidental damages. The commentary to the statute states that incidental damages are “intended to provide reimbursement for

the buyer who incurs reasonable expenses in connection with the handling of . . . goods whose acceptance may be justifiably revoked[.]” See Conn. Gen. Stat. Ann. § 42a-2-715 cmt. 1 (emphasis added). Because § 42a-2-715(1) contemplates incidental damages with respect to goods whose acceptance may be justifiably revoked, even if the buyer chooses not to do so,

Greenwich Metals need not have rejected or revoked acceptance of the Metals in order to state a claim for incidental damages. See, e.g., Fitzsimmons v. Fleet Truck Sales, Inc., 2010 WL 5030117, at *8 (Conn. Super. Ct. Nov. 10, 2010) (allowing claim for incidental damages to proceed where buyer did not reject delivered goods). See also Restatement (Second) of Contracts § 246 cmt. b (1981) (“[T]he buyer’s acceptance and retention of the goods does not preclude him from recovering damages for any non-conformity of tender.”). Therefore, Greenwich Metals has properly alleged incidental damages. Pinda contends that Greenwich Metals has not alleged consequential damages. Pinda makes three arguments. First, Pinda

argues that the Standard Terms and Conditions of Purchase, which specify that the “Seller” would be liable for consequential damages, “were never transmitted to PINDA before execution of the three contracts.” Pinda Mem. at 7. However, Greenwich alleges that the Standard Terms and Conditions of Purchase “were incorporated into every transaction between Greenwich and [Pinda] . . . .” Answer ¶ 10. Thus, Pinda again presents a factual question that is in dispute and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301. Second, Pinda argues that Greenwich Metals “fail[s] to establish that [consequential] damages were actually and

immediately caused by the Seller’s breach, and the particular damages were fairly within the contemplation of the parties at the time the contract was made, and that the alleged loss is capable of proof with reasonable certainty.” Pinda Mem. at 7-8. Pinda contends that the contracts “do not designate an exact deadline when the purchased metals shall be delivered”; “the alleged delay of the delivery was caused by global shipping/container deficiency”; the “[p]rice drop in the magnesium market was not foreseeable by the Seller at the execution of the contracts”; and Pinda “did not know/or should not have known that its potential liability/risks for Buyer’s loss of profits from third-party transactions in case of delay

are far beyond the price of the goods sold at execution of the contracts.” Id. at 7. However, Greenwich Metals alleges that “Pinda was on notice that Greenwich required timely delivery of the Metals described in each agreement because Greenwich had agreements with third parties to supply them with Metals within specified time limits.” Counterclaim ¶ 14. Again, Pinda presents a factual question that is in dispute and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301. Third, Pinda argues that Greenwich Metals failed to comply with Conn. Gen. Stat. § 42a-2-607(3)(a), which provides that a buyer must, within a reasonable time, “notify the seller of

breach or be barred from any remedy[.]” However, Greenwich Metals alleges that “Pinda was seasonably notified of its breach[es] of [the Contracts].” Counterclaim ¶ 18. Again, Pinda presents a factual question that is in dispute and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301. Therefore, Count One properly alleges compensatory, incidental, and consequential damages caused by Pinda’s breaches of the contracts. B. Counterclaim Count Two: Unjust Enrichment Pinda makes two arguments in support of its motion for judgment on the pleadings on Greenwich Metals’s unjust

enrichment counterclaim. First, Pinda argues that the “unjust enrichment claim is duplicative of [the] breach of contract claim and shall be barred as a matter of law.” Pinda Mem. at 8. Second, Pinda contends that Greenwich Metals “did not benefit from the damages/loss, if any, of the Seller[.]” Id. at 9. Both arguments are unavailing. “Unjust enrichment is a common-law doctrine that provides restitution, or the payment of money, when justice so requires.” Piccolo v. Am. Auto Sales, LLC, 195 Conn. App. 486, 494 (2020) (internal quotation marks omitted). “Recovery is proper if the defendant was benefitted, the defendant did not pay for the benefit and the failure of payment operated to the detriment of

the plaintiff.” Id. (internal quotation marks omitted). As to Pinda’s argument that the unjust enrichment and breach of contract counterclaims are duplicative, “[p]arties routinely plead alternative counts alleging breach of contract and unjust enrichment[.]” Piccolo v. Am. Auto Sales, LLC, 195 Conn. App. 486, 492 (2020). Thus, Greenwich Metals is allowed to plead unjust enrichment in the alternative. As to Pinda’s contention that it did not benefit from the alleged damage or loss, Greenwich Metals alleges that “[Pinda] has been unjustly enriched by retaining full payment while not properly and timely delivering the Metals[.]” Counterclaim ¶ 30. So again, Pinda presents a factual question that is in dispute

and therefore not to be answered in a ruling on the instant motion. See Lively, 6 F.4th at 301. IV. CONCLUSION For the reasons set forth above, Pinda’s motion for judgment on the pleadings (ECF No. 40) is hereby DENIED.

It is so ordered. Dated this 9th day of March 2026, at Hartford, Connecticut.

/s/AWT Alvin W. Thompson United States District Judge