United States District Court, W.D. Tennessee, Eastern Division
ORDER ON DEFENDANTS’ PARTIAL MOTIONS TO
DISMISS
S.
THOMAS ANDERSON, CHIEF UNITED STATES DISTRICT JUDGE
Before
the Court are Defendants’ Brooks Custom Application,
LLC (“Brooks”) and Pinnacle Agricultural
Distribution, Inc. d/b/a Sanders (“Pinnacle”)
Partial Motions to Dismiss. (ECF Nos. 7 & 8.) Plaintiff
responded in opposition (ECF No. 20), to which Defendant
Pinnacle replied. (ECF No. 26.) For the reasons discussed
below, Defendant Brooks’ Partial Motion to Dismiss is
DENIED as moot, and Defendant
Pinnacle’s Partial Motion to Dismiss is
DENIED.
BACKGROUND
I.
Allegations of the Amended Complaint
Plaintiff has operated an approximately 3, 500-acre family
farm in Chester, Henderson, and Madison counties of Western
Tennessee for several years. (ECF No. 1-1 at p. 9.) In 2018,
Plaintiff purchased fertilizer from Pinnacle for
approximately $47, 320.27 in preparation for its winter wheat
crop. (Id.) As part of that cost, Pinnacle employed
Brooks to spread the fertilizer on Plaintiff’s land.
(Id.) After Brooks spread the fertilizer, around
April 17, 2018, Plaintiff noticed dark and light green
“striping” appearing in the wheat. (Id.
at p. 9-10.) When Plaintiff harvested the crop in June, the
dark green stripes were not able to be harvested and caused
difficulty in harvesting the light green stripes, which
caused a substantially lower yield of wheat than prior years
and similarly situated farms. (Id. at 10.)
Thereafter, Plaintiff followed common practice and planted a
soybean crop. (Id.) To recover from the loss of
winter wheat crop, Plaintiff increased the soybean seed input
by ten percent from the previous year. (Id. at 11.)
Plaintiff’s soybean yield was also substantially less
than prior years and similarly situated farms. (Id.)
II.
Procedural Posture
Plaintiff
filed this lawsuit on April 4, 2019, in the Chester County
Chancery Court, alleging both Defendants were grossly
negligent and Defendant Pinnacle breached its contract to
spread the fertilizer. (ECF No. 1-1 at p. 1-7.) Plaintiff
then filed its first amended complaint on May 3, 2019, adding
a claim for ordinary negligence against both Defendants. (ECF
No. 1-1 at p. 8-15.) Defendants removed the case to this
Court on May 21, 2019. (ECF No. 1.) Defendants Brooks and
Pinnacle filed nearly identical Partial Motions to Dismiss
Plaintiff’s claims for gross negligence, punitive
damages, joint and several liability, and breach of contract
on May 28, 2019. (ECF Nos. 7 & 8.) It should be noted
that neither Defendant sought the dismissal of
Plaintiff’s negligence claims. The parties subsequently
filed an Agreed Stipulation of Dismissal of Plaintiff’s
claims of gross negligence, punitive damages, and joint and
several liability. (ECF No. 27.) Pursuant to this
Court’s Order on the Parties’ Stipulation to
Dismiss Plaintiff’s claims for gross negligence,
punitive damages, and joint and several liability, the only
remaining issue in Defendant Pinnacle’s Partial Motion
to Dismiss is Plaintiff’s breach of contract
claim.[1] (ECF No. 28.)
STANDARD
OF REVIEW
A
motion to dismiss pursuant to Federal Rule of Civil Procedure
12(b)(6) tests the legal sufficiency of the complaint.
RMI Titanium Co. v. Westinghouse Elec. Corp., 78
F.3d 1125, 1134 (6th Cir. 1996). A complaint need not contain
“detailed factual allegations, ” but it must
contain more than “labels and conclusions” or
“a formulaic recitation of the elements of a cause of
action.” Bell Atlantic Corp. v. Twombly, 550
U.S. 544, 555 (2007). A complaint does not “suffice if
it tenders ‘naked assertions’ devoid of
‘further factual enhancement.’”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
Twombly, 550 U.S. at 557).
“To
survive a motion to dismiss, a complaint must contain
sufficient factual matter, accepted as true, to ‘state
a claim to relief that is plausible on its
face.’” Id. (quoting Twombly,
550 U.S. at 570). “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. (citing
Twombly, 550 U.S. at 556). The plausibility standard
“does not impose a probability requirement at the
pleading stage; it simply calls for enough facts to raise a
reasonable expectation that discovery will reveal evidence of
illegal [conduct].” Twombly, 550 U.S. at 556.
ANALYSIS
The
Court will first briefly address Pinnacle’s argument
that, under the Tennessee Rules of Civil Procedure, Plaintiff
was required to attach a copy of the alleged contract. The
Court will then address Defendant Pinnacle’s argument
that Plaintiff fails to state a claim for breach of contract.
I.
Federal Procedural Rule Applies
As
Defendants both acknowledged in their Partial Motions to
Dismiss, this Court is sitting in diversity and must apply
the substantive law of Tennessee but will apply federal
procedural rules. Hanna v. Plumer, 380 U.S. 460, 465
(1965); Erie R.R. Co. v. Tompkins, 304 U.S. 64
(1938). Tennessee Rule of Civil Procedure 10.03 requires,
“whenever a claim… is founded upon a written
instrument other than a policy of insurance, a copy of such
instrument or the pertinent parts thereof shall be attached
to the pleading as an exhibit.” This is a procedural
rule. Rule 8 of the Federal Rules of Civil Procedure
(“FRCP”) only requires that a pleading that
states a claim for relief to include (1) “a short and
plain statement of the grounds for the court’s
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