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W.D. Office Park, LLC v. Brink's Inc.

United States District Court, N.D. Georgia, Atlanta Division

August 22, 2019

W.D. Office Park, LLC, Plaintiff,
Brink's, Incorporated, Defendant.

          OPINION & ORDER

          Michael L. Brown United States District Judge

         Plaintiff 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.

         I. Background

         Plaintiff 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; Dkt. 5-3.)

         Without 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.)

         When 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 3.)

         II. Standard of Review

         A court 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 (2007)).

         “To 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 claim. Id.

         Even if 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)).

         Finally, 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).

         III. Discussion

         To make 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, [1] 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.

         Defendant 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. ...

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