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Panaprint, Inc. v. C2 Multi Media, Inc.

United States District Court, M.D. Georgia, Macon Division

November 9, 2017

PANAPRINT, INC., Plaintiff,
v.
C2 MULTI MEDIA, INC., AND CORDACO HOMES, INC., Defendants.

          ORDER

          MARC T. TREADWELL, JUDGE

         Plaintiff Panaprint, Inc. alleges that Defendants C2 Multi Media, Inc. and Cordaco Homes, Inc. breached their contracts to use Panaprint to print magazines by unilaterally canceling the contracts in violation of the Uniform Commercial Code or, in the alternative, general contract law. See generally Doc. 1-1. C2 Multi Media and Cordaco Homes, which share the same address and two owners, removed the case to this Court, invoking diversity jurisdiction as to the claim against C2 Multi Media and diversity or supplemental jurisdiction as to the claim against Cordaco Homes. Docs. 1 at 2-4, 8-10, 12-13; 1-1 at 1. C2 Multi Media and Cordaco Homes now move to dismiss Panaprint's complaint for failure to state a claim on which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). Doc. 2. C2 Multi Media and Cordaco Homes argue that the signed documents that Panaprint alleges are contracts are, instead, price quotations which did not obligate C2 Multi Media and Cordaco Homes to purchase any magazines from Panaprint. Doc. 2 at 1-3. For the reasons discussed below, the Court agrees that Panaprint's complaint is deficient, but the Court gives Panaprint an opportunity to amend. Accordingly, Panaprint is ORDERED to amend its complaint within 14 days to allege additional facts sufficient to state a claim for which relief may be granted, if it believes it can do so in good faith.

         I. BACKGROUND

         Panaprint asserts that it began supplying C2 Multi Media and Cordaco Homes with “printed products” in 2009. Doc. 1-1 ¶ 8. Specifically, Panaprint produced a magazine called “Resource Living Magazine” for C2 Multi Media and magazines called “Cordaco Luxury, ” “Quarterfold Magazine Options, ” and “Broward Options” for Cordaco Homes. Id. ¶¶ 9-10. Panaprint sent quotations to C2 Multi Media and Cordaco Homes, and “[i]f the quotation was acceptable . . . then C2 Multi Media or Cordaco Homes contracted to do business with Panaprint by having an authorized representative sign or initial the quotation and returning it to Panaprint.” Id. ¶ 11.

         C2 Multi Media returned a signed quotation to Panaprint guaranteeing the prices quoted from August 1, 2016 to July 31, 2018. Id. ¶¶ 12-13. Cordaco Homes returned a signed quotation to Panaprint to guarantee the prices quoted from June 4, 2015 to December 31, 2016. Id. ¶ 18. On June 30, 2016, the owners of C2 Multi Media and Cordaco Homes mailed Panaprint a notice that they had “decided to print our Resource Living and Cordaco Homes Titles with another vendor.” Doc. 1-8. Panaprint argues that the cancellation letter constituted a breach of contract under the Uniform Commercial Code or, in the alternative, under general contract law and therefore Panaprint is entitled to damages arising from the breach, as well as attorney's fees and litigation costs. Doc. 1-1 ¶¶ 20-22, 24-26, 30, 34, 36.[1]

         C2 Multi Media and Cordaco Homes removed the case to federal court and have moved to dismiss for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). Docs. 1; 2.[2]

         II. DISCUSSION

         A. Motion to Dismiss Standard

         The Federal Rules of Civil Procedure require that a pleading contain a “short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.R.Civ.P. 8(a)(2). To avoid dismissal pursuant to Rule 12(b)(6), a complaint must contain sufficient factual matter to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “At the motion to dismiss stage, all well-pleaded facts are accepted as true, and the reasonable inferences therefrom are construed in the light most favorable to the plaintiff.” Garfield v. NDC Health Corp., 466 F.3d 1255, 1261 (11th Cir. 2006) (quotation marks and citation omitted). However, “where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not ‘show[n]'-‘that the pleader is entitled to relief.'” Iqbal, 556 U.S. at 679 (quoting Fed.R.Civ.P. 8(a)(2)). “[C]onclusory allegations, unwarranted deductions of facts or legal conclusions masquerading as facts will not prevent dismissal.” Oxford Asset Mgmt., Ltd. v. Jaharis, 297 F.3d 1182, 1188 (11th Cir. 2002) (citations omitted). The complaint must “give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.” Twombly, 550 U.S. at 555 (quotation marks and citation omitted). Where there are dispositive issues of law, a court may dismiss a claim regardless of the alleged facts. Marshall Cty. Bd. of Educ. v. Marshall Cty. Gas Dist., 992 F.2d 1171, 1174 (11th Cir. 1993) (citations omitted).

         B. Applicable Georgia Law

         The alleged contracts in this case provide that the agreements be interpreted according to Georgia law. Doc. 1-1 at 15, 18. Further, the documents were drafted by and mailed to Panaprint, whose address is located in Macon, Georgia. Id. at 14-15, 17-18; see In re Club Assocs., 951 F.2d 1223, 1229 (11th Cir. 1992) (“Executed in Georgia, the security deed is governed by Georgia contract law, lex loci contractus.” (citation omitted)). Panaprint has alleged claims for breach of contract under the Uniform Commercial Code. In the alternative, Panaprint has alleged breach of contract under general contract law.

         As to claims under the Uniform Commercial Code, in Georgia:

Except as otherwise provided in this Code section a contract for the sale of goods for the price of $500.00 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.

O.C.G.A. § 11-2-201(1). “A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.” O.C.G.A. § 11-2-204(1). Certain “parol evidence” outside the four corners of the agreement, such as the parties' previous course of performance or dealing or trade usage, may not be used to contradict contract ...


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