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Vantage Commodities Financial Services I, LLC v. Assured Risk Transfer PCC, LLC

United States District Court, District of Columbia

April 26, 2019

VANTAGE COMMODITIES FINANCIAL SERVICES I, LLC, Plaintiff,
v.
ASSURED RISK TRANSFER PCC, LLC et al., Defendants.

          MEMORANDUM ORDER

          TREVOR N. McFADDEN, UNITED STATES DISTRICT JUDGE

         Once again, the Defendants challenge the sufficiency of the Plaintiff's Amended Complaint. In the alternative, they ask the Court to compel arbitration or stay these proceedings as they arbitrate against a third party. For the following reasons, the Court will deny their requests.

         I.

         The Court allowed Vantage Commodities Financial Services I, LLC (“Vantage”) to file an amended complaint. See Vantage Commodities Fin. Servs. I, LLC v. Assured Risk Transfer PCC, LLC (“Vantage II”), No. 1:17-CV-01451, 2018 WL 6025774, at *6 (D.D.C. Nov. 16, 2018).[1] While the Court dismissed Vantage's breach of contract claim, it determined that Vantage adequately stated claims for (1) breach of implied contract; (2) promissory estoppel; and (3) unjust enrichment. Id. at *2-*5. The Defendants then moved for reconsideration of that Order, but the Court denied their motion. See Vantage Commodities Fin. Servs. I, LLC v. Assured Risk Transfer PCC, LLC, No. 1:17-CV-01451, 2019 WL 250125, at *1 (D.D.C. Jan. 17, 2019).

         The reinsurance companies[2] again now object to Vantage's Amended Complaint. Defendants Syndicate 4472, Syndicate 2001, Syndicate 1206, and Catlin Re Switzerland (“Reinsurer Defendants”) have filed a Motion to Dismiss or For a More Definite Statement Under Rule 12. Mem. ISO Mot. to Dismiss the Am. Compl or for a More Definite Statement (“Reinsurer Mot.”) at 1; ECF No. 106-1. In the alternative, they ask the Court to issue a stay while they arbitrate against ART, which is no longer a party here.[3] Id. And Hannover Ruck SE, Partner Reinsurance Europe SE, and Caisse Centrale de Reassurance (“Movants”) have also filed a Motion to Dismiss or, in the alternative, to Compel Arbitration. Mem. ISO Mot. to Dismiss the Am. Compl. (“Movants' Mot.”) at 1; ECF No. 117-1.

         II.

         To survive a motion to dismiss for failure to state a claim under Rule 12(b)(6), a complaint must contain sufficient factual allegations that, if true, “state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). Plausibility requires that a complaint raise “more than a sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). A court does not accept the truth of legal conclusions or “[t]hreadbare recitals of the elements of a cause of action, supported by mere conclusory statements.” Iqbal, 556 U.S. at 678. Still, courts must construe a complaint in the light most favorable to the plaintiff and accept as true all reasonable factual inferences drawn from well-pleaded allegations. See In re United Mine Workers of Am. Emp. Ben. Plans Litig., 854 F.Supp. 914, 915 (D.D.C. 1994).

         III.

         A.

         The Movants first argue that the Credit Insurance Policy and the Reinsurance Agreements are express agreements that foreclose the existence of an implied contract.[4] Movants' Mot. at 7- 8. That is, they argue that an implied contract cannot exist, as a matter of law, because there is an express contract dealing with the same subject matter. Id.

         But as Vantage points out, there is no express contract between Vantage and the reinsurance companies. Vantage was not party to the Reinsurance Agreements, and the reinsurance companies were not party to the Credit Insurance Policy. The Movants did not identify a written contract between Vantage and the reinsurance companies. Of course, this is unsurprising because the Movants strongly believe there is no contractual relationship between the reinsurance companies and Vantage. When there is an express agreement covering the same subject matter as an alleged implied contract, that agreement shows that the parties intended to be bound only to a formal written agreement. See Casciano v. JASEN Rides, LLC, 109 F.Supp.3d 134, 141 (D.D.C. 2015) (citing Schism v. United States, 316 F.3d 1259, 1278 (Fed. Cir. 2002) (“It is well settled that the existence of an express contract precludes the existence of an implied-in-fact contract dealing with the same subject matter, unless the implied contract is entirely unrelated to the express contract.”)). But such an inference does not follow when Vantage, the party alleging an implied-in-fact contract, was not party to that agreement.

         The Movants also argue that the implied contract claim should be dismissed because it is untimely. Movants' Mot. at 19. The Credit Insurance Policy says that “[n]o action arising out of this Policy may be brought against the Company unless such action is commenced with twenty-four months following a Date of Default.” See Am. Compl. Ex. 1 at 8. And Vantage did not sue the reinsurance companies until more than three years after Glacial defaulted. Movants' Mot. at 19. In response, Vantage argues that the Amended Complaint does not allege that the implied contract incorporates the terms of the Credit Insurance Policy. Pl.'s Opp. to Movants' Mot. at 26; ECF No. 122.

         The limitations provision in the Credit Insurance Policy does not bar Vantage's claim. In its Amended Complaint, Vantage alleges only that the reinsurance companies “agreed in exchange for premiums to pay Vantage for losses covered by the Credit Insurance Agreement ‘on the same terms, conditions, and settlements as the' Credit Insurance Policy.” Am. Compl. ¶ 200, ECF No. 96. First, Vantage does not allege that its implied contract has the same terms of the Credit Insurance Policy but that the reinsurance companies promised to pay Vantage for its losses under the Credit Insurance Policy. At this point, the terms of the implied contract are less than pellucid, but for now, the Court must accept Vantage's allegations about the contours of this implied contract as true. See Iqbal, 556 U.S. at 678. In any event, as Vantage points out, the limitations provision, by its own terms, only applies to claims against the “Company, ” i.e., ART, not the reinsurance companies. See Am. Compl. Ex. 1 at 8.

         The rest of the Movants' Motion to Dismiss boils down to a disagreement about plausibility. “Determining whether a complaint states a plausible claim for relief [is] a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Ashcroft, 556 U.S. at 679. The Movants insist that Vantage's allegations are implausible.[5] Their arguments essentially restate the position that the Reinsurer Defendants took when they opposed the Vantage's motion to amend its complaint. And the Court's response is the same. Because the Court must “accept all the well-pleaded factual allegations of the complaint as true and draw all reasonable inferences from those allegations in the plaintiff's favor, ” Banneker Ventures, LLC v. Graham, 798 ...


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