272 F. Supp. 3d 277
D. Mass.2017Background
- In April–July 2015 APB negotiated with Georgia‑Pacific to buy 88 railcars; Liquidity Services acted as Georgia‑Pacific’s broker.
- On June 24, 2015 APB emailed an offer to buy all 88 cars for $1,636,000 (including buyer’s premium).
- On July 23, 2015 Liquidity (on behalf of Georgia‑Pacific) emailed APB two options: Option 2 matched APB’s $1,636,000 price; Option 1 added $61,000 for insurance/wheel replacement for a $1,697,000 total.
- APB indicated it was “leaning towards option 1,” but no executed agreement with Georgia‑Pacific was ever completed; Georgia‑Pacific instead negotiated a sale to a third party.
- APB sued Georgia‑Pacific (and others) for breach of contract and related claims; others were dismissed; the only remaining count against Georgia‑Pacific alleged breach based on the email exchange.
- Georgia‑Pacific moved to dismiss under Fed. R. Civ. P. 12(b)(6) for failure to allege acceptance of an offer; the Court granted the motion and dismissed Count I.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Georgia‑Pacific’s July 23 email accepted APB’s June 24 offer or constituted a counteroffer | The July 23 email confirmed APB’s offer (one option matched APB’s price) and thus formed a contract | The email proposed materially different terms (Option 1 added $61,000 insurance), so it was a counteroffer requiring APB acceptance | The July 23 email was a counteroffer (added a material term); APB did not accept it, so no contract was formed |
| Whether APB adequately alleged mutual assent to form a contract | APB relied on the email thread and its June 24 offer to show acceptance | Georgia‑Pacific argued plaintiff failed to allege any acceptance of the counteroffer | Court held plaintiff failed to plead acceptance and thus failed to state a breach claim |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (plausibility standard for Rule 12(b)(6))
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (pleading must state a plausible claim)
- Ocasio‑Hernández v. Fortuño‑Burset, 640 F.3d 1 (First Circuit on inference of liability at pleading stage)
- Haley v. City of Boston, 657 F.3d 39 (documents incorporated by reference rule for 12(b)(6))
- McGurn v. Bell Microproducts, Inc., 284 F.3d 86 (response that adds or conditions terms is a counteroffer)
- D'Agostino v. Federal Ins. Co., 969 F. Supp. 2d 116 (counteroffer rejects original offer; acceptance required for contract)