United States District Court, M.D. Georgia, Macon Division
T. TREADWELL, JUDGE
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.
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.
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.
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.
Motion to Dismiss Standard
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)
Applicable Georgia Law
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.
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 ...