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Panaprint, Inc. v. C2 Multimedia, Inc.

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

April 3, 2018

PANAPRINT, INC., Plaintiff,
v.
C2 MULTIMEDIA, INC., AND CORDACO HOMES, INC., Defendants.

          ORDER

          MARC T. TREADWELL, JUDGE

         Defendants C2 Multi Media and Cordaco Homes have moved to dismiss Plaintiff Panaprint, Inc.'s amended complaint (Doc. 14). Doc. 16. As discussed below, the motion (Doc. 16) is DENIED.

         I. FACTS AND PROCEDURAL BACKGROUND

         Panaprint alleges that 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. 14. On April 11, 2017, 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 also moved 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), arguing 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. The Court agreed that Panaprint's complaint was deficient but gave Panaprint an opportunity to amend its complaint if Panaprint believed, in good faith, that it could allege additional facts to state a claim for which relief may be granted. Doc. 13.[1]

         Panaprint amended its complaint on November 22, 2017. Doc. 14. Now, C2 Multi Media and Cordaco Homes have renewed their motion to dismiss, arguing that Panaprint's amended complaint fails to state a claim for which relief may be granted for the same reasons its original complaint failed: it “contains no factual allegations that support the conclusion that either Defendant was obligated to have a single magazine published by Panaprint.” Doc. 16 at 6.

         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. 14 at 16, 19. Further, the documents were drafted by and mailed to Panaprint, whose address is located in Macon, Georgia. Id. at 15-16, 18-19; 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 and, in the alternative, under general contract law. See generally Doc. 14.

         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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