United States District Court, M.D. Tennessee, Nashville Division
A. TRAUGER, UNITED STATES DISTRICT JUDGE
before the court is Plaintiff's Motion for Judgment on
the Pleadings (Docket No. 19). For the reasons stated herein,
Plaintiff's Motion will be denied.
BASF Corporation (“BASF”) filed this action to
recover monies allegedly owed to it by Defendant Powers,
pursuant to a Personal Guaranty (Docket No. 20-2) dated
September 27, 2009. Powers is the majority owner of South
East Color, Inc. (“SEC”). In 2009, SEC entered
into an agreement to distribute automotive paint products
sold by BASF. At that time, Powers signed the Personal
Guaranty at issue herein. The Personal Guaranty provides that
Powers will pay “the full amount of all obligations or
indebtedness due” to BASF and that Powers'
obligation to BASF is a “primary, absolute and
unlimited guaranty of payment.” Docket No. 20-2.
early 2016, SEC filed suit against BASF in this court (Case
No. 3:16-cv-0877). That lawsuit was dismissed on June 27,
2016, when the court ordered the parties to arbitrate their
dispute in accordance with their agreement. The result of
that arbitration was a final award on the merits in favor of
BASF against SEC for $88, 159.26. Docket No. 20-1. Now BASF
attempts to collect that debt from Powers, pursuant to the
FOR JUDGMENT ON THE PLEADINGS
Federal Rules of Civil Procedure provide that after the
pleadings are closed, but within such time as not to delay
the trial, any party may move for judgment on the pleadings.
Fed.R.Civ.P. 12(c). The standard for reviewing a motion for
judgment on the pleadings is the same as that applicable to a
motion to dismiss under Fed.R.Civ.P. 12(b)(6). Hayward v.
Cleveland Clinic Foundation, 759 F.3d 601, 608
(6th Cir. 2014); Beasley v. Wells Fargo Bank,
N.A., 2017 WL 3387046 at * 3 (M.D. Tenn. Aug. 7, 2017).
For purposes of a motion for judgment on the pleadings, all
well-pleaded material allegations of the pleadings of the
opposing party must be taken as true, and the motion may be
granted only if the moving party is nevertheless clearly
entitled to judgment. Crossville, Inc. v. Kemper Design
Center, Inc., 2010 WL 2650731 at * 2 (M.D. Tenn. July 2,
2010) (citing JPMorgan Chase Bank. N.A. v. Winget,
510 F.3d 577, 581-82 (6th Cir. 2007)).
ruling on a motion under Rule 12(c), the court may look only
at the “pleadings.” Beasley at * 3. The
term “pleadings” includes both the complaint and
the answer. Id.; Fed.R.Civ.P. 7(a). The court may
consider documents attached to the complaint and the answer,
so long as they are central to the plaintiff's claim and
of undisputed authenticity. Beasley at * 3.
Documents attached to a motion are considered part of the
pleadings only if they are referred to in the plaintiff's
complaint and are central to its claim. Amini v. Oberlin
College, 259 F.3d 493, 502 (6th Cir. 2001).
avers that a final arbitration award has been entered, and
SEC owes $88, 159.26 to BASF pursuant to that award. BASF
also claims that there is no question that Powers executed
the Personal Guaranty, which provides that Powers agrees to
pay the full amount of all obligations or indebtedness owed
to BASF from SEC. BASF argues that, under the clear and
unambiguous terms of the Personal Guaranty, therefore, Powers
is liable to it for the debt owed by SEC and awarded to BASF
by the arbitrator.
however, contends that he has raised five affirmative
defenses in his Answer (Docket No. 16) that will defeat
enforcement of the Personal Guaranty against him. BASF argues
that the affirmative defenses are legal conclusions, not
facts. The affirmative defenses in Powers' Answer are
that BASF's claims are barred because of: (1) payment,
set off, res judicata, release and/or accord and
satisfaction; (2) estoppel and unclean hands; (3) release
from the guaranty by activities of BASF; (4) guaranty
unenforceable by operation of law; and (5) guaranty
unenforceable because of lack or failure of consideration.
Docket No. 16.
noted, the court must consider a Rule 12(c) motion by taking
all the well-pleaded material allegations of the pleadings of
the opposing party (in this case, Powers) as true.
Notredan v. Old Republic Exchange Facilitator Co.,
875 F.Supp.2d 780, 785 (W.D. Tenn. 2012). A legal conclusion
couched as a factual allegation, however, need not be
accepted as true. Gavitt v. Born, 835 F.3d 623, 640
(6th Cir. 2016). This court has previously stated
that it may grant a plaintiff's motion for judgment on
the pleadings if (1) the admissions in the defendant's
answer entitled the plaintiff to judgment as a matter of law,
and (2) the defendant's affirmative defenses do not
require factual development. Crossville, 2010 WL
2650731 at * 2.
Powers' affirmative defenses are not bare legal
conclusions. They will require factual development in order
to determine whether any has merit. The court must view those
defenses in the light most favorable to Powers. BASF argues
that the Personal Guaranty is unambiguous and, therefore,
should be enforced as written. The court cannot, however,
determine the credibility and effect of Powers'
affirmative defenses on the current motion More facts must be
developed for the court to rule on whether those defenses are
also contends that he has submitted his Declaration in
support of his opposition to BASF's motion and raised
“new matter, ” making the grant of BASF's
motion inappropriate. Powers' Declaration is not part of
the pleadings, however. As indicated above, the court must
consider only the pleadings, and documents attached to
Powers' response are considered only if they are referred
to in ...