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Scowcroft Group, Inc. v. Toreador Resources Corp.

October 26, 2009


The opinion of the court was delivered by: Rosemary M. Collyer United States District Judge


The Scowcroft Group, Inc., a Maryland corporation with its principal place of business in Washington, D.C., brings this action against Toreador Resources Corp., a Delaware corporation with its principal place of business in Dallas, Texas.*fn1 Plaintiff alleges that it entered into a contract for services with Defendant on December 7, 2007, and that Defendant breached that contract by failing to pay the agreed upon fees upon completion of the services. On June 17, 2009, Plaintiff filed this action against Defendant, seeking relief on theories of breach of contract, unjust enrichment or quantum meruit, and fraud. Defendant moves to dismiss.


Plaintiff alleges that in September 2007 it entered into a Retainer and Consulting Agreement with Defendant, pursuant to which Plaintiff would assist and advise Defendant in its business operations in Turkey, Hungary, and Romania. See Compl. [Dkt. # 1] ¶ 8. At that time, Defendant held a partial ownership interest in an offshore natural gas concession called the South Akcakoca Sub-Basin project and associated licenses (collectively, "SASB"). Id. ¶ 9. Defendant was in contact with Petrol Ofisi, a private Turkish oil company, about the possibility of Petrol Ofisi purchasing SASB. Id. ¶ 10. Petrol Ofisi is 50% owned by the Dogan Group ("Dogan"), a Turkish company. Id. ¶ 9.

In November 2007, Defendant asked Plaintiff to "assist in facilitating the sale of SASB by identifying Turkish companies that might be interested in purchasing SASB and make [sic] the necessary introductions." Id. ¶ 11. Plaintiff alleges that on December 7, 2007, the parties entered into a contract (the "Contract") whereby Defendant would pay Plaintiff "a success fee of 1.5% of the value of each transaction" completed as a result of Plaintiff's introductions and assistance. Id. ¶ 13; Def.'s Mot. to Dismiss ("Def.'s Mot.") [Dkt. # 7], Ex. 1 (Dec. 7, 2007 Contract). The Contract provided that Defendant would not pay a success fee on any investment in SASB by Petrol Ofisi, either alone or with Dogan, but Defendant would pay a success fee on an investment by Dogan, either alone or in conjunction with Petrol Ofisi. See Compl. ¶¶ 12, 14; Def.'s Mot., Ex. 1.

Plaintiff alleges that it performed work beyond the scope of the Contract's terms, including "structuring the sale of SASB to Petrol Ofisi (the 'SASB Transaction')," "obtaining necessary Turkish government approvals for the SASB Transaction," and "ensuring the Turkish Ministry of Energy's endorsement of the SASB Transaction and the rapid governmental approval of the SASB Transaction." Compl. ¶ 15. Plaintiff also alleges that in October 2008, due to this additional work and the fact that Defendant requested further assistance with respect to the SASB Transaction, Plaintiff proposed that Defendant pay Plaintiff the 1.5% success fee on the full proceeds of the SASB Transaction which, as defined by Plaintiffs, consisted of the sale of SASB to Petrol Ofisi. See id. ¶¶ 15, 16.

According to Plaintiff, on November 6, 2008, Defendant "agreed to pay the full 1.5% success fee upon the closure of the SASB Transaction." Id. ¶ 17. Defendant allegedly made this representation twice more, in writing -- once on December 15, 2008, and once on January 22, 2009. Id. ¶¶ 18 & 20. Plaintiff alleges that it relied on these representations from Defendant and, as a result, continued to provide services to Defendant under the Contract, including "convincing the Dogan management to close the deal." Id. ¶¶ 17-20.

The SASB Transaction closed on March 9, 2008, for $55 million. See id. ¶ 21. As a result, Plaintiff alleges, Defendant owes Plaintiff $825,000. Id. Plaintiff requested partial payment from Defendant on March 9, 2008, and April 9, 2009. Id. ¶¶ 22-23. Plaintiff alleges that on May 11, 2009, Defendant refused to pay Plaintiff for services performed under the Contract. Id. ¶ 24. This lawsuit followed.

Plaintiff alleges claims based on theories of breach of contract, unjust enrichment, and fraud. See id. Counts I, II, and III. Defendant moves to dismiss, arguing 1) that by the express terms of the Contract, Plaintiff is not entitled to any fee; 2) that Plaintiff cannot state a claim for unjust enrichment where there is an express contract between the parties, and; 3) that Plaintiff failed to state its claim for fraud with particularity. See generally Def.'s Mot. For the reasons set forth below, Defendant's motion will be denied.


A. Rule 12(b)(6)

A motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) challenges the adequacy of a complaint on its face, testing whether a plaintiff has properly stated a claim. Federal Rule of Civil Procedure 8(a) requires that a complaint contain "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed. R. Civ. P. 8(a). A complaint must be sufficient "to give a defendant fair notice of what the . . . claim is and the grounds upon which it rests." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations omitted). Although a complaint does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief "requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id. The facts alleged "must be enough to raise a right to relief above the speculative level." Id. Rule 8(a) requires an actual showing and not just a blanket assertion of a right to relief. Id. at 555 n.3. "[A] complaint needs some information about the circumstances giving rise to the claims." Aktieselskabet Af 21. Nov. 2001 v. Fame Jeans, Inc., 525 F.3d 8, 16 n.4 (D.C. Cir. 2008) (emphasis in original).

In deciding a motion under Rule 12(b)(6), a court may consider the facts alleged in the complaint, documents attached to the complaint as exhibits or incorporated by reference, and matters about which the court may take judicial notice. Abhe & Svoboda, Inc. v. Chao, 508 F.3d 1052, 1059 (D.C. Cir. 2007). To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim for relief that is "plausible on its face." Twombly, 550 U.S. at 570. When a plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged, then the claim has facial plausibility. Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009). "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." Id.

A court must treat the complaint's factual allegations as true, "even if doubtful in fact." Twombly, 550 U.S. at 555. But a court need not accept as true legal conclusions set forth in a complaint. Iqbal, 129 S.Ct. at 1949. "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. "While legal conclusions can provide the framework of a complaint, they must be supported by factual allegations. When there are well-pleaded factual allegations, a ...

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