United States District Court, District of Columbia
N. McFADDEN, UNITED STATES DISTRICT JUDGE
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.
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). 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).
reinsurance companies 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. 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.
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
Movants first argue that the Credit Insurance Policy and the
Reinsurance Agreements are express agreements that foreclose
the existence of an implied contract. 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.
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.
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.
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.
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. 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 ...