Advanced Cleanup Technologies, Inc. v. BP America, Inc., 2:14-cv-09033

ACT contracted with BP under an Emergency Response Service Agreement (2007) and performed cleanup work after the Deepwater Horizon spill in 2010 under a Master Time Charter with Quest (BP’s agent).
ACT submitted 13 invoices to Quest totaling $4,191,329.51; Quest paid the first eight and partially paid the ninth; four final invoices remained unpaid, alleged unpaid balance $1,735,009.61 plus contractually provided 1.5% monthly service charges.
Defendants produced a November 30, 2010 settlement agreement between ACT and Quest that, by its broad language, released claims arising from the unpaid invoices.
ACT’s complaint did not mention the settlement agreement or allege economic duress; in its opposition ACT claimed the release was procured by economic duress because ACT was essentially insolvent at the time.
The court treated the settlement agreement as incorporated by reference (authentic and integral to ACT’s claims) and considered whether ACT had pleaded facts sufficient to avoid enforcement of the release.
The court granted defendants’ Rule 12(c) motion, concluding ACT’s claims are released by the settlement agreement, but gave ACT 30 days leave to amend because ACT might be able to plead facts showing economic duress.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether ACT’s claims are barred by the November 2010 settlement/release	Release is unenforceable because it was procured by economic duress (ACT was insolvent and forced to accept a discount)	The signed settlement/release is valid and, by its broad terms, releases ACT’s claims	Release bars claims; motion granted (claims dismissed without prejudice)
Whether the court may consider the settlement agreement on a Rule 12(c) motion	N/A in complaint, but ACT does not dispute signature; opposes enforceability	The agreement is integral to the complaint and authentic, so court may incorporate it by reference	Court incorporated the release under the incorporation-by-reference doctrine and considered it without converting to summary judgment
Whether ACT pleaded sufficient facts of economic duress in its complaint	ACT argues duress in opposition and supporting declaration	Defendants argue complaint lacks any duress allegations; facts outside complaint not presumptively true on 12(c)	Court held ACT failed to plead economic duress in the complaint and thus cannot avoid the release at this stage
Whether dismissal should be with or without prejudice	ACT requested avoidance of the release; sought to litigate merits	Defendants sought dismissal based on the release	Court granted dismissal without prejudice and allowed 30 days to amend to plead duress; failure to amend will result in dismissal with prejudice

Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (pleading must state plausible claim for relief)
Ashcroft v. Iqbal, 556 U.S. 662 (legal conclusions unsupported by factual allegations need not be accepted)
McGann v. Ernst & Young, 102 F.3d 390 (Rule 12(c) standard parallels Rule 12(b)(6))
Chavez v. United States, 683 F.3d 1102 (pleadings and inferences viewed in light most favorable to nonmoving party on 12(c))
Marder v. Lopez, 450 F.3d 445 (released claims barred where plaintiff signed broad release)