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Sutter O'Connell Co. v. Whirlpool Corp.

United States District Court, N.D. Ohio, Eastern Division

June 13, 2019

SUTTER O'CONNELL CO., Plaintiff,
v.
WHIRLPOOL CORPORATION, Defendant.

          OPINION AND ORDER

          CHRISTOPHER A. BOYKO UNITED STATES DISTRICT JUDGE

         This matter comes before the Court on the Motion (Doc. 9) of Defendant Whirlpool Corporation to Dismiss with prejudice Plaintiff Sutter O'Connell Co.'s Complaint. For the following reasons, the Court DENIES Defendant's Motion.

         I. FACTS AS ALLEGED IN THE COMPLAINT

         Plaintiff is an Ohio law firm. (Compl. ¶ 1). Defendant is a corporation that found itself in a lawsuit styled Joann Fredrickson v. American Electric Washer Co., et al.[1] (the “Fredrickson case”). (Id. at ¶¶ 2, 7). Needing representation, Defendant retained Plaintiff. (Id. at ¶ 7). Plaintiff filed its Notice of Appearance on December 18, 2014. (Id.; Ex. 2).

         For its work on the Fredrickson case, Plaintiff invoiced Defendant monthly, as Defendant directed. (Id. at ¶ 8). Defendant timely paid invoices through November 30, 2016. (Id. at ¶ 10). After that date however, Defendant paid Plaintiff sporadically until June 14, 2017. (Id.). Eventually payments stopped all together, as Defendant has not compensated Plaintiff since June 14, 2017. (Id. at ¶ 11). In total, Defendant owes Plaintiff $114, 900.22. (Id. at ¶ 12).

         On December 4, 2018, Plaintiff filed its Complaint against Defendant alleging Breach of Contract, Unjust Enrichment and Promissory Estoppel. (Doc. 1). On January 14, 2019, Defendant filed its Motion to Dismiss the Complaint alleging Plaintiff failed to state a claim and failed to join an indispensable party under Federal Rule of Civil Procedure 19. (Doc. 9). Plaintiff filed its Brief and Opposition (Doc. 10) and Defendant filed its Reply (Doc. 11) shortly thereafter.

         II. LAW AND ANALYSIS

         A. Rule 12(b)(6) Standard of Review

          “In reviewing a motion to dismiss, we construe the complaint in the light most favorable to the plaintiff, accept its allegations as true, and draw all reasonable inferences in favor of the plaintiff.” Directv, Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir. 2007). Factual allegations contained in a complaint must “raise a right to relief above the speculative level.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). Twombly does not “require heightened fact pleading of specifics, but only enough facts to state a claim to relief that is plausible on its face.” Id. at 570. Dismissal is warranted if the complaint lacks an allegation as to a necessary element of the claim raised. Craighead v. E.F. Hutton & Co., 899 F.2d 485 (6th Cir. 1990). The United States Supreme Court, in Ashcroft v. Iqbal, 556 U.S. 662 (2009), discussed Twombly and provided additional analysis of the motion to dismiss standard:

In keeping with these principles a court considering a motion to dismiss can choose to begin by identifying pleadings that, because they are no more than conclusion, are not entitled to the assumption of truth. While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations. When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.

Iqbal, 556 U.S. at 679.

         When a court is presented with a Rule 12(b)(6) motion, it may consider the complaint and any exhibits attached thereto, public records, items appearing in the record of the case and exhibits attached to defendant's motion to dismiss so long as they are referred to in the complaint and are central to the claims contained therein. See Amini v. Oberlin Coll., 259 F.3d 493, 502 (6th Cir. 2001).

         B. Breach of Contract

          In Ohio, “it is well-established that there are three classes of simple contracts: express, implied in fact, and implied in law.” Legros v. Tarr, 540 N.E.2d 257, 263 (Ohio 1989) (citing Hummel v. Hummel, 14 N.E.2d 923, 925-26 (Ohio 1938); Rice v. Wheeling Dollar Sav. & Trust Co., 99 N.E.2d 301 (Ohio 1951)). An express contract occurs when the parties' agreement to a contract's terms is expressed through an offer and acceptance. Id. A contract implied in fact occurs when a meeting of the minds is demonstrated by the surrounding circumstances, allowing a fact-finder to infer the existence of a contract by tacit understanding. Id.; see also Lucas v. Costantini, 469 N.E.2d 927, 929 (Ohio Ct. App. 12th 1983) (“A ...


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