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Waste Corp. of Arkansas, LLC v. Wastesolutions LLC

United States District Court, W.D. Oklahoma

May 10, 2017

WASTE CORPORATION OF ARKANSAS, LLC, Plaintiff,
v.
WASTESOLUTIONS LLC and NORRIS GRAVES, Defendants.

          ORDER

          VICKI MlLES-LaGRANGE UNITED STATES DISTRICT JUDGE.

         Before the Court is defendants' Motion to Dismiss, filed March 7, 2017. On March 28, 2017, plaintiff filed its response, and on April 3, 2017, defendants filed their reply.

         I. Introduction[1]

         In June 2016, defendant WasteSolutions LLC (“WasteSolutions”) entered into a contract with the United States government, by which WasteSolutions agreed to perform or cause to be performed certain waste and recycling services at Little Rock Air Force Base, located in Arkansas.[2]The contract was awarded to WasteSolutions pursuant to Section 8(a) of the Small Business Act. Upon being awarded the contract, WasteSolutions, through defendant Norris Graves (“Graves”), sought out plaintiff to inquire whether it would be willing to continue to provide the same subcontracting services to WasteSolutions that it provided to Street Legal, but for a limited term of only a few months. WasteSolutions declined to enter into such a short term agreement but offered to perform the same subcontracting services if WasteSolutions agreed to a three-year term and identical payment provisions. WasteSolutions, through Graves, accepted plaintiff's offer on September 30, 2016.

         WasteSolutions immediately began performance, but by mid-October, WasteSolutions informed plaintiff that it was repudiating and intended to terminate their contract, based on WasteSolutions' belief that plaintiff's performance under the contract would cause WasteSolutions to fall out of compliance with applicable rules and regulations governing its contract with the United States government. On or by November 15, 2016, WasteSolutions began placing its own waste collection bins at the Little Rock Air Force Base and instructed plaintiff to cease performance under the contract. WasteSolutions paid plaintiff for its services rendered under the contract.

         On January 5, 2017, plaintiff filed the instant action against defendants, alleging causes of action for breach of contract, fraud, and quantum meruit/unjust enrichment. Defendants now move this Court, pursuant to Federal Rule of Civil Procedure 12(b)(6), to dismiss the causes of action alleged against them in the Complaint for failure to state a claim upon which relief may be granted.

         II. Standard for Dismissal

         Regarding the standard for determining whether to dismiss a claim pursuant to Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim upon which relief may be granted, the United States Supreme Court has held:

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. A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a “probability requirement, ” but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility of entitlement to relief.

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal quotations and citations omitted). Further, “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 shown - that the pleader is entitled to relief.” Id. at 679 (internal quotations and citations omitted). Additionally, “[a] pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do. Nor does a complaint suffice if it tenders naked assertion[s] devoid of further factual enhancement.” Id. at 678 (internal quotations and citations omitted). A court “must determine whether the complaint sufficiently alleges facts supporting all the elements necessary to establish an entitlement to relief under the legal theory proposed.” Lane v. Simon, 495 F.3d 1182, 1186 (10th Cir. 2007) (internal quotations and citation omitted). Finally, “[a] court reviewing the sufficiency of a complaint presumes all of plaintiff's factual allegations are true and construes them in the light most favorable to the plaintiff.” Hall v. Bellmon, 935 F.2d 1106, 1109 (10th Cir. 1991).

         III. Discussion

         A. Breach of contract

         In Count I of its Complaint, plaintiff alleges that defendants breached their contract with plaintiff by depriving or attempting to deprive plaintiff of the opportunity to continue to perform under the contract for the remaining term thereof and/or by terminating or attempting to terminate the contract prior to the expiration of its term. Defendants assert that the Complaint fails to state a claim for breach of contract. Specifically, defendants contend: (1) the contract does not obligate WasteSolutions to pay plaintiff for collection and disposal of the federal government's waste at the Little Rock Air Force Base; (2) the contract does not even call for any services to be provided at the Little Rock Air Force Base; (3) plaintiff is nowhere identified in the contract; (4) based upon the handwritten language “Government language to be added, ” section 2 of the contract should be disregarded; (5) the contract is insufficiently definite to be enforced; (6) there was no fore see ability requirement to the force majeure clause in the contract; and (7) given plaintiff's refusal to agree to terms that ensured compliance with federal law, Okla. Stat. tit. 15, § 104 excuses WasteSolutions' performance and/or voids the contract ab initio.[3]

         Under Oklahoma law, the elements of a breach of contract cause of action are: (1) the formation of a contract; (2) breach of that contract; and (3) damages as a direct result of the breach. See Dig. Design Grp., Inc. v. Info. Builders, Inc., 24 P.3d 834, 843 (Okla. 2001). Having carefully reviewed plaintiff's Complaint, and presuming all of plaintiff's factual allegations are true and construing them in the light most favorable to plaintiff, the Court finds that plaintiff has set forth sufficient factual allegations to state a breach of contract claim. Specifically, the Court finds that plaintiff has alleged sufficient facts showing the existence of a contract, a breach ...


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