United States District Court, N.D. Georgia, Atlanta Division
W.D. Office Park, LLC, Plaintiff,
Brink's, Incorporated, Defendant.
OPINION & ORDER
Michael L. Brown United States District Judge
W.D. Office Park, LLC, sued to enforce a lease agreement it
allegedly entered into with Defendant Brink's,
Incorporated. Defendant moved to dismiss, arguing no
enforceable contract exists. (Dkt. 12.) Accepting
Plaintiff's allegations as true, the Court denies
Defendant's motion to dismiss.
is the landlord for a commercial property in Norcross,
Georgia. (Dkt. 5 ¶ 8.) In May and July 2017, Defendant
signed letters of intent setting forth the terms under which
it sought to rent the property. (Id. ¶¶
9-15.) The parties, however, continued to negotiate final
terms. (Id. ¶ 16.) Plaintiff emailed Defendant
an unsigned, proposed lease agreement. (Id. ¶
17.) It reflected specific changes arising from the
parties' prior negotiations. (Id. ¶ 16;
objection, Defendant signed the lease and emailed it back to
Plaintiff. (Dkt. 5 ¶ 20.) Three days later, Plaintiff
acknowledged receipt of the executed lease. (Id.
¶ 22.) Plaintiff countersigned the lease on February 1,
2018, but did not send Defendant a copy. (Id. ¶
25.) Defendant sent Plaintiff a check dated February 5th for
the first month's rent and a security deposit.
(Id. ¶¶ 27-28.) Defendant, however,
apparently changed its mind about executing the agreement. It
notified Plaintiff on February 5th that it was rescinding its
offer to lease the property. (Id. ¶ 30; Dkt.
5-6 at 2; Dkt. 15 at 5.) Plaintiff rejected the rescission
and told Defendant it had to honor the lease. (Dkt. 5
¶¶ 32- 33, 37, 39-40.)
Defendant failed to pay rent, Plaintiff sued Defendant in
state court for breach of contract. (Dkt. 1-1.) Defendant
removed the case to this Court. (Dkt. 1 ¶ 11.) Defendant
moved to dismiss, claiming the parties never had an
enforceable contract. (Dkt. 4.) Rather than responding,
Plaintiff properly filed an amended complaint, changing its
allegations about how the parties entered into an enforceable
lease. (Dkt. 5.) Defendant renewed its motion to dismiss,
arguing the parties never had an enforceable contract because
Plaintiff failed to provide Defendant an executed copy of the
lease. (Dkt. 12-1 at 5.) So Defendant claims it had the right
to revoke its offer to lease the property. (Id. at
Standard of Review
may dismiss a pleading for “failure to state a claim
upon which relief can be granted.” Fed.R.Civ.P.
12(b)(6). 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.” Bryant v. Avado
Brands, Inc., 187 F.3d 1271, 1273 n.1 (11th Cir. 1999).
Even so, a complaint offering mere “labels and
conclusions” or a “formulaic recitation of the
elements of a cause of action” is insufficient.
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555
survive a motion to dismiss, a complaint must contain
sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its face.' ”
Id. (quoting Twombly, 550 U.S. at 555). Put
another way, a plaintiff must plead “factual content
that allows the court to draw the reasonable inference that
the defendant is liable for the misconduct alleged.”
Id. This so-called “plausibility
standard” is not a probability requirement. But the
plaintiff must allege enough facts so that it is reasonable
to expect that discovery will lead to evidence supporting the
a plaintiff will probably not recover, a complaint may still
survive a motion to dismiss for failure to state a claim, and
a court reviewing such a motion should bear in mind that it
is testing the sufficiency of the complaint, not the merits
of the case. Twombly, 550 U.S. at 556; see also
AFL-CIO v. City of Miami, 637 F.3d 1178, 1186 (11th Cir.
2011) (“[N]otice pleading does not require a plaintiff
to specifically plead every element of his cause of action,
[but] a complaint must still contain enough information
regarding the material elements of a cause of action to
support recovery under some viable legal theory.”
(internal quotation marks omitted)).
on a 12(b)(6) motion to dismiss, a court is generally limited
to considering only the four corners of the complaint.
Bickley v. Caremark RX, Inc., 461 F.3d 1325, 1329
n.7 (11th Cir. 2006). An important exception to the rule
applies here, however. The court may consider extrinsic
documents if (1) they are central to the plaintiff's
claim, and (2) the parties have not challenged their
authenticity. SFM Holdings, Ltd. v. Banc of Am. Secs.,
LLC, 600 F.3d 1334, 1337 (11th Cir. 2010). Here, the
lease agreement and the letters of intent are central to
Plaintiff's claim and Defendant does not challenge the
documents' authenticity. In fact, Defendant relies on the
same documents in its argument as well. (Dkt. 12-1 at 14-15.)
The Court thus may consider the lease agreement and the other
attached undisputed documents without converting the motion
into a motion for summary judgment. See Horsley v.
Feldt, 304 F.3d 1125, 1134 (11th Cir. 2002).
an enforceable contract, Georgia law requires “parties
able to contract, a consideration moving to the contract, the
assent of the parties to the terms of the contract, and a
subject matter upon which the contract can operate.”
Ga. Code Ann. § 13-3-1. Mutual assent entails proof of
valid offer and acceptance. § 13-3-2. “An offer is
the manifestation of willingness to enter into a bargain, so
made as to justify another person in understanding that his
assent to that bargain is invited and will conclude
it.” Caley v. Gulfstream Aerospace Corp., 428
F.3d 1359, 1373 (11th Cir. 2005) (internal quotation marks
omitted). Without a Statute of Frauds issue,  offer and
acceptance need not be in writing. Bedsole v. Action
Outdoor Advert. JV, LLC., 750 S.E.2d 445, 450
(Ga.Ct.App. 2013). Instead, a court may look to the
circumstances surrounding contract formation to determine
evidence of mutual assent. Id.
correctly recognized that Plaintiff's amended complaint
asserts a new theory of contract formation from its original
complaint. (Dkt. 12-1 at 4.) Plaintiff no longer argues
Defendant made an offer to enter a lease by signing the lease
and Plaintiff accepted Defendant's offer by
countersigning it. (Dkt. 1-1 ¶ 15.) Plaintiff abandoned
that theory, presumedly in response to Defendant's
correct argument that under Georgia law a party cannot accept
a bilateral contract without communication of acceptance.
See Gainesville Glass Co. v. DonHammond,
Inc.,278 S.E.2d 182, 183-84 (Ga.Ct.App. 1981) (citing
Hartford Fire Ins. Co. v. Steenhuis, 155 S.E.2d 690,
692 (Ga.Ct.App. ...