Van Nes Developments, LLC v. Brooks Custom Application, LLC

          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 ...