The opinion of the court was delivered by: Judge Marbley
This matter comes before the Court on Defendant Monaco Coach Corp.'s ("Monaco") Motion to Dismiss Plaintiff Clintonville Service Center's ("CSC") Complaint pursuant to Fed. R. Civ. P. 12(b)(6). Monaco avers that 1:) Plaintiff cannot state a claim upon which relief can be granted under Ohio law because Florida law must control all of Plaintiff's state law causes of action; and 2) Plaintiff cannot sustain its federal law claim because Plaintiff failed to exhaust its administrative remedies. In the alternative, Monaco asks this court to transfer this case to the United States District Court for the Middle District of Florida, Tampa Division, pursuant to 28 U.S.C. § 1404(a). For the reasons stated herein, Monaco's Motion to Dismiss or in the Alternative to Transfer Venue is GRANTED in part and DENIED in part. The Court GRANTS Monaco's Motion to Dismiss as it pertains to Plaintiff's Ohio state law claims. Thus, Counts I, III, IV, and V, are DISMISSED without prejudice. The Court DENIES Monaco's Motion to Dismiss as it pertain to Count II, a claim under the Magnuson-Moss Act. This claim remains before this Court and will not be stayed. The Court DENIES Monaco's request to transfer venue of the Magnuson-Moss claim.
This case involves Plaintiff's purchase of a vehicle from Monaco, a Oregon corporation, and Caterpillar, Inc., ("Caterpillar") an Illinois corporation (collectively, "Defendants"). Plaintiff claims that Defendants breached various warranties and that the vehicle is not serviceable. Plaintiff seeks, among other things, rescission of the purchase and a refund of the purchase price. Because the matter before the Court is Defendants' Motion to Dismiss, the Court will consider the facts in the light most favorable to Plaintiffs. See, e.g., McGee v. Simon & Schuster, Inc., 154 F. Supp. 2d 1308, 1310 (S.D. Ohio 2001).
On April 14, 2004, Plaintiff, an Ohio corporation, purportedly purchased a 2004 Beaver Monterey Motorhome with Vehicle Identification Number 1RFC9564X41030318 (hereinafter, "the Beaver") from Lazy Days RV Center (hereinafter, "Dealer"), who is an authorized dealer of Defendants but not a party to this lawsuit. Monaco and Caterpillar manufactured and issued warranties on the Beaver. Plaintiff purchased the Beaver at Dealer's location in Seffner, Florida for $268,444.00, and subsequently registered it in Ohio. Plaintiff states that, although Defendants issued to Plaintiff one or more written warranties in consideration for Plaintiff's purchase of the Beaver, the Beaver was "worthless and/or substantially impaired" "at the time of acquisition" due to Defendants' faulty manufacturing and the ineffective repair attempts of its authorized dealers. Plaintiff notified Defendants of its intention to revoke acceptance of the Beaver and has requested the return of all funds paid toward the vehicle.
The purchase contract entered into by Plaintiff and Dealer specifies that Florida law governs the transaction (the "Beaver Contract"). Item 15 in the contract states:
This sale and this contract and all negotiations and discussions between you and me are governed by Florida law. Any and all actions of any kind brought by me or you relating to this sale or the product purchased must be filed exclusively in Hillsborough County, Florida.
In addition, the Beaver Contract requires Plaintiff to exhaust a mandatory mediation and arbitration proceeding. The contract states:
Disputes... are resolved through the Florida Recreational Vehicle Mediation and Arbitration Program ("Program"), which...provides mandatory mediation of the dispute, and if the dispute is not resolved at mediation, it proceeds to mandatory arbitration...If you think you are entitled to a refund or replacement, and your manufacturer(s) is unwilling to provide either remedy, you must submit your claim to the Program...If your claim is rejected [by the Program Administrator]...[Y]ou will then have the right to go to court to resolve your dispute.
On April 3, 2006, Plaintiff filed a Complaint against Defendant in the Court of Common Pleas in Franklin County, Ohio. The Complaint alleges that Defendant violated the: (1) Ohio Consumer Sales Practices Act (a.k.a. "the Ohio Lemon Law"), O.R.C. § 1345.71 et. seq.; (2) Magnuson-Moss Federal Trade Commission Act, 15 U.S.C. § 2301 et. seq.; (3) Ohio Uniform Commercial Code; (4) implied warranty of merchantability and the implied warranty of fitness for a particular purpose in tort; and (5) Ohio Consumer Sales Practices Act, O.R.C. § 1345.01 et. seq. Based upon such claims, Plaintiff seeks to recover the full purchase price of the vehicle, collateral charges, finance charges, incidental and consequential damages, costs (including expert witness fees and reasonable attorney's fees), and all other relief which this Court deems as just and proper.
On 24, 2006, Monaco removed the case to this Court based upon diversity of citizenship pursuant to 28 U.S.C. §1441(a) and federal subject matter jurisdiction pursuant to 15 U.S.C. § 2301 and 28 U.S.C. § 1441(b). On June 9, 2006, Monaco filed this Motion to Dismiss and/or Change Venue. Plaintiff timely filed a response to Monaco's Motion and Monaco replied. Accordingly, Monaco's motion is ripe for decision.
In considering a Rule 12(b)(6) motion to dismiss, this Court is limited to evaluating whether a plaintiff's complaint sets forth allegations sufficient to make out the elements of a valid cause of action. Windsor v. Tennessean, 719 F.2d 155, 158 (6th Cir. 1983). A complaint should not be dismissed under Rule 12(b)(6) "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957); Lillard v. Shelby County Bd. of Educ., 76 F.3d 716, 724 (6th Cir. 1996). This Court must "construe the complaint liberally in the plaintiff's favor and accept as true all factual allegations and permissible inferences therein." Lillard, 76 F.3d at 724 (quoting Gazette v. City of Pontiac, 41 F.3d 1061, 1064 (6th Cir. 1994)). While the complaint need not specify every detail of a plaintiff's claim, it must give the defendant "fair notice of what the plaintiff's claim is and the grounds upon which it rests." Gazette, 41 F.3d at 1064. Though liberal, this standard of review does require more than the bare assertion of legal conclusions. In re DeLorean Motor Co., 991 F.2d 1236, 1240 (6th Cir. 1993)(citations omitted). A complaint must contain either direct or inferential allegations with respect to all the material elements necessary to sustain a recovery under some viable legal theory. Scheld v. Fanny Farmer Candy Shops, Inc., 859 F.2d 434, 437 (6th Cir. 1988).
Plaintiff asserts four state law causes of action based in Ohio law and one federal cause of action under the Magnuson-Moss Act. Monaco alleges that Beaver Contract dictates that any suit by Plaintiff involving the Beaver must: (1) be based in Florida law; (2) be brought in the Middle District of Florida; and (3) be adjudicated only after Plaintiff submits the claim to arbitration or mediation. In consequence, Monaco contends that Florida law governs the issues in this case, and as a result, Plaintiff's Ohio state law claims must be dismissed for failure to state a claim on which relief may be granted. Plaintiff further avers that once this Court determines that Florida law controls, it must dimiss Plaintiff's Magnuson claim as well because Florida law requires Plaintiff to exhaust certain administrative steps before it brings suit in federal court.
B. Which State's Law Applies
A federal court sitting in diversity must apply the choice-of-law rules of the state in which it sits. Klaxon Co. v. Stentor Elec. Manufacturing Co., 313 U.S. 487, 496 (1941); Tele-Save Merch. Co. v. Consumers Distrib. Co., 814 F.2d 1120, 1122 (6th Cir.1987). Therefore, this Court must apply Ohio's choice-of-law rules.
Ohio courts often strongly rely upon the locus of Plaintiff's purported harm when deciding which state's law to apply. Morgan v. Biro Manufacturing Co., Inc., 15 Ohio St.3d 339, 341 (1984) (per curiam) ("It is apparent that the traditional rule of lex loci delicti is still viable in Ohio, but is no longer used to automatically determine the prevailing state law.") In Morgan, however, the Ohio Supreme Court held that, when there is a choice of law question, Ohio courts should perform the balancing test set forth in the Restatement (Second) of Conflict of Laws, beginning with § 146 (hereinafter "the Restatement.") Id. at 342.
Section 146 holds that the state in which the plaintiff incurred the alleged injury will be the state of controlling law unless "another jurisdiction has a more significant relationship to the lawsuit." Id. In determining whether another state has a "more significant relationship" to the lawsuit than the state of injury, Ohio courts examine the general principals set forth in Section 145 of the Restatement. Id. The factors within this section include:
(1) the place of the injury; (2) the place where the conduct causing the injury occurred; (3) the domicile, residence, nationality, place of incorporation, and place of business of the parties; (4) the place where the relationship between the parties, if any, is located; and (5) any ...