Opinion
CIVIL ACTION NO. 07-CV-10708-RGS.
June 27, 2007
MEMORANDUM AND ORDER ON DEFENDANTS' MOTION TO DISMISS
On December 20, 2006, four furniture delivery companies, Joseph Moore, d/b/a CNT Deliveries, James Hembrough d/b/a J L Deliveries, Richard P. Garvey d/b/a R J Deliveries, and Stephen Dole d/b/a ASC Deliveries, filed this somewhat garbled Complaint against La-Z-Boy, Inc., La-Z-Boy Furniture Galleries of Boston (collectively the La-Z-Boy defendants), Carl Harz Furniture Inc. a/k/a Carl Harz Furniture Co. Inc. a/k/a Carl Harz Fine Furniture, and Nicolas Harz (the Harz entities). Moore and the three co-plaintiffs claim that defendants are "engaged in an illicit conspiracy to restrain trade." In pursuit of the goals of the conspiracy, defendants are alleged to have interfered with La-Z-Boy's contractual obligations to the plaintiffs by hiring away the "most productive" of Moore's employees (Phillip Woods) and by diverting delivery orders to the Harz entities. Lodged against all defendants are claims for breach of contract, breach of the covenant of good faith and fair dealing, interference with contractual and advantageous business relations, fraud and deceit, negligent misrepresentation, negligence, gross negligence, civil conspiracy, and violations of Chapter 93A and related provisions of the Massachusetts Antitrust Act, G.L. c. 93.
The case was originally filed in Middlesex Superior Court. Defendants removed the case to the federal district court on the basis of diversity of citizenship.
Eventually, on April 19, 2007, the La-Z-Boy defendants moved to dismiss the entire Complaint. Notwithstanding the liberal rules governing notice pleading (which are duly noted), the La-Z-Boy defendants maintain that the Complaint as drafted fails to sufficiently allege the existence of an enforceable contract. Although the Complaint alludes to a promise of a contract for an "indefinite term," it fails to identify any of its actual terms or conditions. In their opposition to defendants' motion, plaintiffs contend that over a span of ten years "a course of dealing and conduct" established a contract with defendants, "upon which [p]laintiffs relied" in upgrading their businesses. The Complaint fails, however, to explain how this "course of conduct" was transformed into a binding agreement.
The Complaint speaks variously of a reaffirmed contract (¶¶ 17, 18), and of a promise of a future contract based on the past dealings of the parties (¶ 19). The plaintiff's opposition recites law governing the interpretation of written contracts, although no written contract is alleged. Later in their brief, plaintiffs speak of an implied contract arising from "trade usage" and the parties' "course of dealings," although the law typically implies a contract only in circumstances in which one party willingly accept goods and services from another without any expectation that they are being furnished gratuitously. See Popponesset Beach Ass'n, Inc. v. Marchillo, 39 Mass. App. Ct. 586, 592 (1996).
In order to state a claim for breach of contract, a petition must allege the existence of a contract, plaintiff's compliance with its terms, breach, and damages. See 5 Charles Alan Wright Arthur R. Miller, Federal Practice And Procedure [hereinafter Wright Miller] § 1235. Rule 8(a) does not require a plaintiff to plead these elements in detail . . . and the official Forms to the Rules of Civil Procedure demonstrate that a valid contract complaint can be very brief. See Fed.R.Civ.P. Official Forms 3, 4, 5, 12. Nonetheless, the complaint must describe the alleged terms of the contract in a sufficiently specific manner to give the defendant notice of the nature of the claim. For example, a claim on a written contract must either (1) quote relevant contractual language; (2) include a copy of the contract as an attachment; or (3) summarize the contract's purported legal effect. See Wright Miller § 1235, at 393; Fed.R.Civ.P. Official Form 3. Plaintiffs offer no reason why a plaintiff alleging an oral contract should be excused from providing a corresponding level of detail.Am. Realty Trust v. Travelers Cas. Sur. Co. of Am., 362 F. Supp. 2d 744, 753 (N.D. Tex. 2005). Cf. Situation Mgmt. Sys., Inc. v. Malouf, Inc., 430 Mass. 875, 878 (2000) (the question of whether parties have formed a contract is ordinarily one of fact for the jury). Consequently, the motion to dismiss will beALLOWED as to the contract claims.
It is possible that an oral contract for services for an "indefinite duration" is unenforceable under the Statute of Frauds, G.L. c. 259, § 1. But see Meng v. Trustees of Boston University, 44 Mass. App. Ct. 650, 652 (1998).
The covenant of good faith and fair dealing is an implied duty that inheres in the performance of every contract. But without a contract, there can be no breach of the covenant.
Plaintiffs' remaining claims are no better pled. Defendants persuasively argue that plaintiffs have failed to allege sufficient facts to identify the relevant market and the market power that defendants have exploited to violate the antitrust laws, the unfair or deceptive practices that form the basis of the Chapter 93A and the civil conspiracy claims, or the duty owed to plaintiffs that give rise to claims of negligence. Nor are fraud and deceit pled with the particularity required by Rule 9(b). See Equip. Sys. for Indus., Inc. v. Northmeadows Constr. Co., Inc., 59 Mass. App. Ct. 931, 932 (2003). As liberal a regime as Rule 8 may create, plaintiffs' allegations are neither short nor plain. They are prolix and for the most part impenetrable.
The negligence claims allege that defendants had a duty to plaintiffs to abide by their contractual obligations and "industry standards." A breach of contract does not give rise to a claim of negligence.
Defendants also point out that as a matter of law they are incapable of tortiously interfering with a contract to which they are alleged to be parties, Harrison v. NetCentric Corp., 433 Mass. 465, 477 (2001), and that only Moore has a claim with respect to any interference with its employment relationship with Woods (the former employee).
ORDER
For the foregoing reasons, La-Z-Boy's motion to dismiss isALLOWED, however, the dismissal will enter without prejudice. Plaintiffs will have twenty-one (21) days from the date of this Order to file an Amended Complaint that conforms to the requirements of Rule 8 and Rule 9(b).
SO ORDERED.