United States District Court, D. Columbia.
For GENOPS GROUP LLC, Plaintiff: Gary D. Wright, LEAD ATTORNEY, LAW OFFICES OF GARY D. WRIGHT, PLLC, Bethesda, MD.
For PUBLIC HOUSE INVESTMENTS LLC, PUBLIC IRISH PUB LLC, Defendants: John R. Fischel, Jessica Anna-Christina duHoffmann, MILES & STOCKBRIDGE P.C., Baltimore, MD.
ELLEN SEGAL HUVELLE, United States District Judge.
Plaintiff GenopsGroup LLC (" Genops" ) has sued defendants Public House Investments, LLC (" PHI" ) and Public Irish Pub, LLC (" PIP" ) for their alleged failure pay plaintiff under two separate contracts for the build-out of the storefront and interior of a restaurant in National Harbor, Maryland. The defendants removed the case to federal court (Notice of Removal, May 27, 2014 [Dkt. No. 1]) and have filed a motion to dismiss plaintiff's complaint for failure to state a claim upon which relief can be granted. (Mot., May 27, 2014 [Dkt. No. 4].) For the following reasons, the Court will grant plaintiff's motion in part, dismiss plaintiff's claim against PIP for failure to state a claim, and remand plaintiff's claim against PHI to the District of Columbia Superior Court.
Plaintiff entered into two separate contracts--one with each defendant--from which plaintiff's breach of contract claims arise. On October 7, 2010, plaintiff entered into a contract with PHI to build a restaurant storefront in National Harbor, Maryland. (Compl., March 13, 2014 [Dkt. No. 1] ¶ 5; Contractor Agreement between PHI and Genops (" PHI Contract" ), October 2010 [Dkt. No. 7-2] at 1.) Under the contract, PHI was to pay plaintiff $124,610 for its completion of the storefront. (Compl. ¶ 6.) Although plaintiff completed the storefront in accordance with the contract terms, and PHI has paid plaintiff for a portion of its work, PHI still owes plaintiff $34,610 under the contract. ( Id. ¶ ¶ 7-9.)
On October 21, 2010, plaintiff entered into a contract with PIP to build-out the interior of a restaurant in National Harbor, Maryland. (Compl. ¶ 10; Abbreviated Standard Form of Agreement Between PIP and Genops with Stipulated Sum (" PIP Contract" ), Oct. 21, 2010 [Dkt. No. 4-2] at 1.) Under the contract, PIP was to pay plaintiff $557,000 for its build-out of the restaurant interior. (Compl. ¶ 11.) Plaintiff completed its buildout of the interior in accordance with the contract terms. (Id. ¶ 12.) The contract contained a stipulation providing that " if, within one year after the date of Substantial Completion of the Work . . . any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner . . . ." (PIP Contract § 17.2.) PIP never notified plaintiff of any work that failed to meet the specifications of the contract. (Compl. ¶ 13.) Although PIP has paid plaintiff for some of its work, PIP still owes plaintiff a balance of $122,823 under the contract. ( Id. ¶ 14.)
The PIP Contract provides, inter alia, that " [c]laims, disputes, and other matters in question arising out of or relating to this Contract . . . . shall . . . be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party." (PIP Contract § 9.10.1.) It also states that " [b]y mutual consent, the parties may endeavor to resolve their disputes by mediation . . . ." ( Id. § 9.10.3.) On March 18, 2012, plaintiff sent a letter to PIP stating that, under the " mutual consent" clause in § 9.10.3, it " decline[d] mediation or arbitration" and intended " to enforce the contract by litigation." (Notice of Intent to Commence Litigation and Opposition to Mediation or Arbitration (" Notice" ), March 18, 2012 [Dkt. No. 7-1] at 1.)
Nearly two years later, on March 13, 2014, plaintiff filed this action in the Superior Court of the District of Columbia, alleging breach of contract against each defendant under their respective contracts. On May 27, 2014, defendants removed the case to this Court on the basis of diversity jurisdiction. (Notice of Removal at 4.) Defendants now move to dismiss the case and enforce a " mandatory mediation provision" in PIP Contract § 9.10.1. (Def.'s Mem. of P. & A. in Support of Mot. to Dismiss, May 27, 2014 [Dkt. No. 4-1] at 1-2.)
I. LEGAL STANDARD