United States District Court, M.D. Tennessee, Nashville Division
MEMORANDUM AND ORDER
WAVERLY D. CRENSHAW, JR. UNITED STATES DISTRICT JUDGE.
Capital Group, LLC (“Phoenix”), filed this action
against Western Express, Inc. (“Western”), and
Amazon.com, Inc. (“Amazon”), alleging state law
causes of action. The Court has jurisdiction over this matter
under 28 U.S.C. § 1332(a). (Doc. No. 34 at 1-2.) Before
the Court are Western's and Amazon's motions to
dismiss the Amended Complaint for failure to state a claim.
(Doc. Nos. 37, 38.) For the following reasons, Amazon's
motion is GRANTED IN PART and DENIED IN PART, and
Western's motion is DENIED.
April 8, 2014, Phoenix and FJ Logistics, LLC (“FJ
Logistics”), entered into a factoring agreement (the
“Original Agreement”). (Doc. No. 34 at 2.) On
February 9, 2015, Phoenix and FJ Logistics executed a First
Amendment to the Original Agreement. (Id.) On June
3, 2015, Phoenix and FJ Logistics entered into an Amended and
Re-Stated Factoring Agreement, which combined with the
Original Agreement to create the full contract (the
“Agreement”). (Id.) Under the Agreement,
FJ Logistics agreed to sell Phoenix its accounts.
(Id. at 3.) Phoenix is the absolute and legal owner
of any account purchased under the Agreement. (Id.)
is a transportation company that coordinates shipping for
various companies. (Id.) Western arranged for FJ
Logistics to provide shipping services to certain companies,
including Amazon. (Id.) FJ Logistics sent invoices
to Western for its shipping services, and Western was
required to pay the invoices. (Id.)
September 19, 2014, Phoenix notified Western in writing that
it had purchased FJ Logistics' account, and all future
payments on invoices should be sent to Phoenix.
(Id.) Western then sent payment for FJ
Logistics' invoices to Phoenix starting in 2014 and
continuing through the present. (Id.) However,
Western has fallen behind on its payments to Phoenix.
(Id. at 4.) Around the time Western began to fall
behind on its payments, Amazon decreased the amount it paid
Western for its transportation services. (Id.) As of
January 15, 2016, the total principal amount due on the
outstanding invoices for services rendered by FJ Logistics
for the benefit of Amazon was $2, 140, 002.80. (Id.)
January 2016, Western attempted retroactively to renegotiate
with FJ Logistics the method for calculating its payments on
previously-issued invoices, including invoices covering
transportation services from October 1, 2015, through
December 31, 2015. (Id.) Phoenix was not a party to
these discussions, even though it owned the funds due on the
outstanding invoices. (Id.) On January 15, 2016,
Western wired a payment directly to Phoenix in the amount of
$1, 387, 119.20. (Id.) No remittance information was
provided, and Phoenix applied this amount toward the total
balance of Western's obligations to Phoenix.
(Id.) After the January 15 payment, Western still
owed a principal amount of $752, 883.60. (Id.)
the same time, Phoenix received a copy of a January 12, 2016
amendment to the Agreement between FJ Logistics and Western
(the “Amendment”). (Id.) The Amendment
purports to release Western of its liability for payment of
the remaining principal amount it owes Phoenix.
(Id.) The Amendment references Amazon's decision
to make a downward adjustment to the amounts it paid to
Western in conjunction with transportation services as a
factor relevant to the execution of the Amendment.
(Id. at 5.)
January 20, 2016, Phoenix sent a letter to Western demanding
that it pay the remainder of the principal. (Id.) It
notified Western that any attempt to alter the principal
amount without the consent of Phoenix was void as a matter of
law. (Id.) On January 27, 2016, Western replied that
it did not owe Phoenix anything based on the Amendment.
(Id.) As of the date of the Amended Complaint,
neither Western nor Amazon has paid the principal amount that
Western owes Phoenix under the Agreement. (Id.)
STANDARD OF REVIEW
purposes of a motion to dismiss under Rule 12(b)(6), the
Court must take all the factual allegations in the Amended
Complaint as true. Ashcroft v. Iqbal, 556 U.S. 662,
677 (2009). To survive a motion to dismiss, a complaint must
contain sufficient factual matter, accepted as true, to state
a claim for relief that is plausible on its face.
Id. A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged. Id. Threadbare recitals
of the elements of a cause of action, supported by mere
conclusory statements, do not suffice. Id. When
there are well-pleaded factual allegations, a court should
assume their veracity and then determine whether they
plausibly give rise to an entitlement to relief. Id.
at 679. A legal conclusion couched as a factual allegation
need not be accepted as true on a motion to dismiss, nor are
recitations of the elements of a cause of action sufficient.
Fritz v. Charter Township of Comstock, 592 F.3d 718,
722 (6th Cir. 2010).
Amended Complaint alleges two causes of action: (1) breach of
contract against both Western and Amazon, and (2) breach of a
quasi-contract, or unjust enrichment, or a constructive trust
against Amazon. (Doc. No. 34 at 5-6.) Amazon and Phoenix move
to dismiss both claims for failure to state a claim upon
which relief may be granted. (Doc. Nos. 37-38.) Further,
Western moves to dismiss the Amended Complaint for ...