United States District Court, M.D. Georgia, Macon Division
T. TREADWELL, JUDGE
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
FACTS AND PROCEDURAL BACKGROUND
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.
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.
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).
“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).
Applicable Georgia Law
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.
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 ...