United States District Court, M.D. Tennessee, Nashville Division
COMMUNICATIONS UNLIMITED CONTRACTING SERVICES, INC., Plaintiff/Counter-Defendant,
COMDATA, INC., Defendant/Counter-Plaintiff.
MEMORANDUM AND ORDER
ALETAA.TRAUGER UNITED STATES DISTRICT JUDGE
before the court is a Motion to Dismiss Counterclaim (Docket
No. 34), filed by the plaintiff/counter-defendant,
Communications Unlimited Contracting Services, Inc.
(“CUI”), to which the
defendant/counter-plaintiff, Comdata, Inc.
(“Comdata”), has filed a Response (Docket No.
35). For the reasons discussed herein, the motion will be
telecommunications company, employs technicians who perform
cable installation services. Comdata is a payment processing
company. The parties entered into a contract, pursuant to
which Comdata would issue fleet fuel cards with which CUI
could prepay for its technicians' gas expenses incurred
traveling to installations. Comdata would then invoice CUI on
a bi-monthly basis for its services and expenses incurred on
the fuel cards. The parties agreed that CUI, using
Comdata's web-based platform, would set limits on the
amounts that could be spent on each card. (Docket No. 14
¶ 11-12.) Comdata configured the limits for the cards to
be applied daily. (Id. at ¶ 14.) Within a
month, CUI contacted Comdata to protest the configuration,
claiming that the limits were supposed to be applied weekly.
(Id.) Comdata changed the configuration to weekly
limits, but the parties could not reach an agreement on how
to further rectify the dispute. (Id. at ¶ 15.)
CUI brought a suit in state court alleging several causes of
action, including breach of contract. (Docket No. 1.) On
August 16, 2017, the case was removed to this court
(id.) and, on September 12, 2017, CUI filed an
Amended Complaint (Docket No. 14). On January 29, 2018,
Comdata filed an Answer to Amended Complaint and
Counterclaim, seeking declaratory judgment that it did not
violate any provisions of the parties' contract.
(Id.) Comdata claims that, if granted such judgment,
it is entitled to costs, fees, and expenses incurred in
defending against CUI's causes of action. (Id.)
Comdata further seeks declaratory judgment that, pursuant to
the parties' contract, it is not liable for damages
caused by any negligent conduct of CUI's
deciding a motion to dismiss for failure to state a claim
under Rule 12(b)(6), the court will “construe the
complaint in the light most favorable to the plaintiff,
accept its allegations as true, and draw all reasonable
inferences in favor of the plaintiff.” Directv,
Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir. 2007);
Inge v. Rock Fin. Corp., 281 F.3d 613, 619 (6th Cir.
2002). The Federal Rules of Civil Procedure require only that
a plaintiff provide “a short and plain statement of the
claim that will give the defendant fair notice of what the
plaintiff's claim is and the grounds upon which it
rests.” Conley v. Gibson, 355 U.S. 41, 47
(1957). The court must determine only whether “the
claimant is entitled to offer evidence to support the claims,
” not whether the plaintiff can ultimately prove the
facts alleged. Swierkiewicz v. Sorema N.A., 534 U.S.
506, 511 (2002) (quoting Scheuer v. Rhodes, 416 U.S.
232, 236 (1974)).
complaint's allegations, however, “must be enough
to raise a right to relief above the speculative
level.” Bell Atl. Corp. v. Twombly, 550 U.S.
544, 555 (2007). To establish the “facial
plausibility” required to “unlock the doors of
discovery, ” the plaintiff cannot rely on “legal
conclusions” or “[t]hreadbare recitals of the
elements of a cause of action, ” but, instead, the
plaintiff must plead “factual content that allows the
court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Ashcroft v.
Iqbal, 556 U.S. 662, 678-79 (2009). “[O]nly a
complaint that states a plausible claim for relief survives a
motion to dismiss.” Id. at 679;
Twombly, 550 U.S. at 556. According to the Supreme
Court, “plausibility” occupies that wide space
between “possibility” and
“probability.” Iqbal, 556 U.S. at 678.
If a reasonable court can draw the necessary inference from
the factual material stated in the complaint, the
plausibility standard has been satisfied.
argues that Comdata's counterclaim is redundant and
should be dismissed because the issues raised in the
counterclaim will be resolved via CUI's pending causes of
action. The only legal authority CUI cites in support of its
proposition that redundant counterclaims cannot be brought is
Federal Rule of Civil Procedure 13. Rule 13 provides,
inter alia, that a party must bring as a compulsory
counterclaim any claim that the pleader has against an
opposing party when certain conditions are met. Fed.R.Civ.P.
13(a)(1)(A). A counterclaim is compulsory if “the
issues of law and fact raised by the claims [and
counterclaims] are largely the same” and would involve
“substantially the same evidence.” Sanders v.
First Nat'l Bank & Trust Co. in Great
Bend, 936 F.2d 273, 277 (6th Cir. 1991). “It is
well established that an opposing party's failure to
plead a compulsory counterclaim forever bars that party from
raising the claim in another action.” Id. Rule
13(a)(2) governs exceptions to the compulsory requirements of
Exceptions. The pleader need not state the claim if:
(A) when the action was commenced, the claim was the subject
of another pending action;
Fed. R. Civ. P. 13(a)(2).
argues that Comdata's counterclaim should be dismissed
pursuant to Rule 13(a)(2)(A) because Comdata will necessarily
be granted the legal relief it seeks, should it prevail on
CUI's breach of contract claim. CUI explains:
Pursuant to Fed.R.Civ.P. Rule 13(a)(2), compulsory
counterclaim exceptions state that the pleader [Comdata] of a
counterclaim need not state the claim if: (A) when the action
was commenced, the ...