The opinion of the court was delivered by: Reggie B. Walton United States District Judge
THIS DOCUMENT RELATES TO: ALL CASES
This case is currently before the Court on two motions directed at ARINC, Incorporated's ("ARINC") cross-claim and third-party complaint. The first is the Washington Metropolitan Area Transit Authority's ("WMATA") motion to dismiss Count I (Breach of Contract and Implied Duty of Good Faith and Fair Dealing) and Count III (Contractual Indemnification) of ARINC's cross-claim, or alternatively, to strike ARINC's request for attorneys' fees pursuant to Federal Rules of Civil Procedure 12(b)(6) and 12(b)(f). See generally Defendant Washington Metropolitan Area Transit Authority's Motion for Partial Dismissal of ARINC, Inc.'s Cross-Claim or, in the alternative, Motion to Strike ("WMATA's Cross-Claim Mot."). The second is WMATA's motion to dismiss ARINC's Third-Party Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). See generally Defendant Washington Metropolitan Area Transit Authority's Motion to Dismiss ARINC, Inc.'s Third-Party Complaint. For the reasons that follow, both WMATA's motion to dismiss Count I and III of the cross-claim and its motion to dismiss ARINC's Third-Party Complaint in its entirety will be granted. These rulings moot WMATA's motion to strike ARINC's request for attorneys' fees.
This case arises out of the collision of two WMATA trains that resulted in the death and injury of multiple passengers and the operator of one of the two trains. On December 17, 2010, ARINC, one of the several defendants in this case, filed a cross-claim against WMATA primarily alleging WMATA's liability based on a contract between the two entities. *fn1 See Defendant ARINC, Inc.'s Cross-Claim Against Defendant WMATA ("Cross-Claim") at 1-10. "The claims asserted in the [plaintiffs'] Complaint against ARINC relate to the ARINC Advanced Information Management software platform ('AIM system'),"*fn2 id. ¶ 9, which "[i]n July 2003, ARINC" was responsible for installing as an upgrade of WMATA's existing system, id. This resulted in ARINC and WMATA entering into a "Conformed Contract," an agreement that "governs the entire relationship between ARINC and WMATA regarding the sale, licensing and maintenance of the AIM system." Id. ¶ 12.
In its cross-claim, ARINC has alleged WMATA's liability in four different counts, two of which are the subject of WMATA's motion to dismiss: Count I (Breach of Contract and of Implied Duty of Good Faith and Fair Dealing) see id. ¶¶ 52-56; and Count III (Contractual Indemnification) see id. ¶¶ 62-65. Count I specifically alleges that WMATA breached the Conformed Contract and the implied duty of good faith and fair dealing "by requesting, suggesting and/or encouraging [the p]laintiffs to sue ARINC for the June 22, 2009 accident." Id.
¶¶ 54, 55. Included in Count I is a request for attorneys' fees. See id. ¶ 56. Count III alleges that "[s]hould ARINC be held liable to [the p]laintiffs in excess of the specified liability limitation, WMATA is liable to ARINC for indemnification for all damages entered against ARINC in excess of that limitation of liability." Id. ¶ 65.
ARINC also filed a Third-Party Complaint against WMATA on December 17, 2010. See Defendant ARINC Inc.'s Third-Party Complaint Against WMATA ("Third-Party Compl.") at 1-12. "ARINC's Third-Party Complaint seeks recovery from WMATA in connection with the action filed against in on behalf of [the Estate of] Jeanice McMillan, an employee of WMATA who was killed in the Metrorail accident of June 22, 2009." Id. at 1. Similar to the cross-claim, the Third-Party Complaint primarily alleges liability arising out of the Conformed Contract. ARINC alleges liability in its Third-Party Complaint through three different counts: Count I (Breach of Contract and of Implied Duty of Good Faith and Fair Dealing) see id. ¶¶ 54-58; Count II (Equitable Indemnification) see id. ¶¶ 59-63; and Count III (Contractual Indemnification) see id. ¶¶ 64-67. These claims are essentially identical to those pleaded in the cross-claim.*fn3
A Rule 12(b)(6) motion to dismiss "tests not whether the plaintiff will prevail on the merits, but instead whether the plaintiff has properly stated a claim" upon which relief may be granted. Woodruff v. DiMario, 197 F.R.D. 191, 193 (D.D.C. 2000). For a complaint to survive a Rule 12(b)(6) motion, it need only provide "a short and plain statement of the claim showing that the pleader is entitled to relief," Fed. R. Civ. P. 8(a)(2), which accomplishes the dual objectives of "giv[ing] the 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) (citation omitted). "Although detailed factual allegations are not necessary to withstand a Rule 12(b)(6) motion to dismiss, to provide the grounds of entitlement to relief, [the] plaintiff must furnish more than labels and conclusions or a formulaic recitation of the elements of a cause of action." Hinson ex rel N.H. v. Merritt Educ. Ctr., 521 F. Supp. 2d 22, 27 (D.D.C. 2007) (quoting Twombly, 550 U.S. at 555) (internal quotation marks omitted). Accordingly, the plaintiff should provide the opposing party and the court with facts sufficient "to raise a right to relief above the speculative level," Twombly, 550 U.S. at 555, in order to permit the court to "draw [a] reasonable inference that the defendant is liable for the misconduct alleged, see id. at 556.
A. WMATA's Motion to Dismiss Counts I and III of ARINC's Cross-claim
The issue presented to the Court by WMATA's motion to dismiss Counts I and III of ARINC's cross-claim is whether these claims can be maintained, and if so, whether the Court should grant WMATA's motion to strike ARINC's request for attorneys' fees. WMATA argues that (1) Count I fails to state a claim because it was under no duty to refrain from informing the plaintiffs about ARINC's potential involvement in the accident; (2) Count III fails to state a claim because it never agreed to indemnify ARINC; and (3) even if neither count is dismissed, there is no legal basis for ARINC being awarded attorneys' fees. WMATA's Cross-Claim Mot. at 2-3.
1.Count I (Breach of Contract and Implied Duty of Good Faith and Fair Dealing)
Count I of ARINC's cross-claim fails to allege the necessary elements of breach of a contract. "In the case of a claim for breach of contract, the complaint must allege four necessary elements in order to effect fair notice: (1) a valid contract between the parties; (2) an obligation or duty arising out of the contract; (3) a breach of that duty; and (4) damages caused by [the] breach." Ihebereme v. Capital One, N.A., 730 F. Supp. 2d 40, 47 (D.D.C. 2010) (internal quotation marks omitted). It is ...