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C.I. Energia Solar S.A. E.S. Windows v. Ranger Specialized Glass

United States District Court, District of Columbia

March 25, 2019

C.I. ENERGIA SOLAR S.A. E.S. WINDOWS, Plaintiff,
v.
RANGER SPECIALIZED GLASS, et al., Defendants.

          MEMORANDUM OPINION

          Richard J. Leon, United States District Judge

         Plaintiff C.I. Energia Solar S.A. E.S. Windows (hereinafter "CIES"), a windows manufacturer and distributer based out of Barranquilla, Columbia, [1] seeks to recover an unpaid balance of $1, 161, 424.35 for materials supplied to the construction of the Art Place at Fort Totten Project in Washington, D.C. (hereinafter "Project"). Plaintiff brought this action in D.C. Superior Court against Ranger East Coast ("Ranger East")-the subcontractor responsible for providing window systems for the Project, Ranger Specialized Glass, Inc. ("Ranger Specialized Glass")-an affiliate of Ranger East, and others, [2] alleging breach of contract, unjust enrichment, payment on bond, and violation of the D.C. Prompt Payment Act, D.C. Code Ann., § 27-131, et seq. Defendants removed the case on diversity grounds on March 5, 2018. Currently before the Court is Defendant Ranger Specialized Glass's Motion to Dismiss ("Def's Mot.*') [Dkt. # 12], for failure to state a claim under Fed.R.Civ.P. 12(b)(6). Upon review of the evidence in the record and the relevant casleaw, defendant's motion to dismiss [Dkt. # 12], for the following reasons, will be GRANTED.

         BACKGROUND

         This case arises from the construction of the Art Place at Fort Totten Project located in northeast Washington, D.C. (hereinafter "Project"). Complaint (Compl.) [Dkt. # 1-1] ¶ 12. Ranger East signed on as a subcontractor in November of 2014, agreeing to provide the windows systems for the Project, among other things. Id. ¶ 14. Meanwhile, Ranger Specialized Glass executed a payment bond with Berkley Insurance Company covering all subcontractors who supplied labor and materials within the scope of that subcontract. Id. ¶ 15; see also id., Ex. 2 ("Payment Bond").

         In October of 2015, CIES sent a quote to Ranger Specialized Glass's address in Houston, TX, offering to provide windows and doors for the entire Project. Id. ¶ 16; see also id., Ex. 3 ("Quotation"). Later that month, Ranger East executed a purchase order with CIES in the amount of $4, 430, 291, 000. Id. ¶ 17; see also id., Ex. 4 ("Purchase Order"), at 1-2. Of that amount, CIES alleges that it is still owed $1, 161, 424.35 for work performed on the project between September 5, 2016 and July 29, 2017. W.¶ 19-21. CIES sent Notice of Payment Bond Claim to Berkley trying to recover this outstanding amount on August 10, 2017, Id. ¶ 23, but no payment has been remitted to date. Id. ¶ 22, 28.

         Defendant Ranger Specialized Glass seeks to dismiss the claims against it for breach of contract, unjust enrichment, payment on bond, and violation of the D.C. Prompt Payment Act, on the grounds that plaintiff only has a contract with Ranger East, and has therefore failed to state a claim against Ranger Specialized Glass under Rule 12(b)(6). See generally Def's Mot. [Dkt. #12]. Defendant also argues that the payment on bond and unjust enrichment claims are inappropriate as to Ranger Specialized Glass. See Id. Plaintiff, in turn, argues that there are grounds for piercing the corporate veil and treating Ranger Specialized Glass and Ranger East as the same company, and that its claims for payment on bond and unjust enrichment are also appropriate vis-a-vis Ranger Specialized Glass. See Plaintiffs Opp. to Motion to Dismiss ("PL's Opp.") [Dkt. # 15], at 2. For the following reasons, defendant's motion to dismiss [Dkt. # 12] will be GRANTED.

         ANALYSIS

         Pursuant to Federal Rule of Civil Procedure 12(b)(6), a court may dismiss a complaint for failure to state a claim if it appears, assuming the alleged facts to be true and drawing all inferences in plaintiffs favor, that the "plaintiff can prove no set of facts in support of [its] claim that would entitle [it] to relief." Harris v. Ladner, 127 F.3d 1121, 1123 (D.C. Cir. 1997) (internal citation omitted). In evaluating a motion to dismiss, the Court may consider "the facts alleged in the complaint [and] any documents attached to or incorporated in the complaint...." See Plesha v. Ferguson, 725 F.Supp.2d 106, 110 (D.D.C. 2010) (citing EEOC v. St. Francis Xavier Parochial Sck, 117 F.3d 621, 624 (D.C. Cir. 1997)). Here, plaintiff has attached to the complaint documents which are relevant to the motion to dismiss, including the Payment Bond, Quotation, and Purchase Order. See Compl., Exs. 2, 3, and 4. I may consider these "without converting the motion [to dismiss] to one for summary judgment." Plesha, 725 F.Supp.2d at 110-11 (internal citation omitted).

         I. Breach of Contract

          Plaintiff maintains that it has a contract with Ranger Specialized Glass. As evidence, plaintiff points to the fact that Quotation for the window systems was sent to "Ranger Glass" at Ranger's address in Houston. TX, not Ranger East's address in Virginia. PL's Opp. at 4 (citing Compl., Ex. 3). Plaintiff also alleges that "Ranger" uses both names interchangeably, PL's Opp. at 2, 5, and that only Ranger Specialized Glass is registered to do business in DC, whereas Ranger East is not. Id. at 2 (citing Compl. at 3-4). Defendant Ranger Specialized Glass moves to dismiss on the grounds that it cannot be held liable for any contractual violations under Counts III or V because (1) it had no contractual relationship with CIES, and (2) it is not an alter ego of affiliate Ranger East. See Ranger Specialized Glass's Reply in Support of Motion to Dismiss ("Def's Reply"), at 2-3. For the following reasons, I agree.

         First, there is no direct contract with Ranger Specialized Glass. While it is true that plaintiffs Quotation for materials was sent to Ranger Specialized Glass's address in Houston, TX, parties agree that the Purchase Order was placed by Ranger East. Id.; PL's Opp. at 4. The Quotation price of $4, 445, 495.00 notably differs from the final amount of $4, 430, 291.00, so at the very least it appears that the Purchase Order represented a counteroffer that CIES apparently accepted. Compare, Compl., Ex. 3, with Compl., Ex. 4.[3]Without a direct contract, plaintiff must pierce the corporate veil to bring any claim against Ranger Specialized Glass.

         Under D.C. law, "[g]enerally, the corporate entity will be respected, but a party may be permitted to pierce the corporate veil upon proof, that there is (1) unity of ownership and interest, and (2) use of the corporate form to perpetrate fraud or wrong, or other considerations of justice and equity justify it." Estate of Raleigh v. Mitchell, 947 A.2d 464, 470 (D.C. 2008) (internal citation omitted). Although no single factor controls, courts generally inquire, "whether corporate formalities have been disregarded, (2) whether corporate funds and assets have been extensively intermingled with personal assets, (3) inadequate initial capitalization, and (4) fraudulent use of the corporation to protect personal business from the claims of creditors."[4] Id. at 470-71. Ultimately, "[v]eil- piercing is an extraordinary procedure that is not to be used lightly," and the case must "present[] the extreme circumstances that call for disregard of the corporate form.'' Schattnerv. Girard, Inc., 668 F.2d 1366, 1370 (D.C. Cir. 1981).

         Plaintiffs veil-piercing argument here boils down to one allegation: defendants Ranger Specialized Glass and Ranger East "utilized both names at different times." PL's Opp. at 5. Unfortunately for plaintiff, that mere allegation is insufficient to pierce the veil. See Ivanov v. Sunset Pools Mgmt, Inc., 524 F.Supp.2d 13, 15 (D.D.C. 2007) (granting motion to dismiss where plaintiff failed to raise "any specific allegations of [defendant's] misuse of the corporate form").

         Courts in this district "ha[ve] specifically held that the joint use of trademarks and a common marketing image, along with shared executives between two companies, [are] 'not sufficient to establish' alter ego status." Gonzalez v. Internacional De Elevadores, S.A., 891 A.2d 227, 238 (D.C. 2006) (quoting Diamond Chemical Co. v. Atofina Chemicals, Inc.,268 F.Supp.2d 1, 9 (D.D.C. 2003)). Beyond corporate branding, plaintiff has not alleged that Ranger Specialized Glass and Ranger East used the corporate form "to perpetuate a fraud or wrong" or that "other considerations of justice and equity" justify piercing the veil. Estate of Raleigh, 947 A.2d at 470. Indeed, there is no inequity here, as plaintiff will still be able to recover for all of its claims against other defendants-including Ranger East-even if its claims against Ranger Specialized Glass are dismissed. As a F.Supp.2d 15, 23 n. 6 (D.D.C. 2000). ...


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