Bohler Engineering NC, PLLC v. North 44 Property Management, Inc., 3:20-cv-00234

Plaintiff Bohler Engineering (NC) provided planning and civil engineering services under an Original Contract for a Matthews, NC development; Mpire Capital originally contracted and later assigned rights/obligations to Defendant North 44.
In January 2020 the parties executed a short "Payment Understanding" stating: "At closing on or around February 19th ALL outstanding invoices at that time will be paid at the closing table," noting the closing depended on recording of the Marsh plat and that missed dates could reactivate a stop-work order; it also stated the Original Contract’s terms remained in effect.
Bohler submitted seven invoices between Oct. 2019 and Apr. 2020 totaling $251,312.94, which remain unpaid.
Bohler sued for breach of contract on April 20, 2020; both parties moved for judgment on the pleadings (Rule 12(c))—Plaintiff argued payment was due regardless of the Marsh closing; Defendant argued payment was conditionally scheduled at the Marsh closing, which has not occurred.
The magistrate judge reviewed contract-interpretation principles and Rule 12(c) standards and concluded the Payment Understanding is reasonably susceptible to both parties’ readings, creating an ambiguity that cannot be resolved on the pleadings alone.
Recommendation: deny both motions for judgment on the pleadings without prejudice so that extrinsic evidence and factual resolution can determine parties’ intent.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether payment of outstanding invoices was due (i.e., whether Payment Understanding made payment unconditional or conditioned on the Marsh closing)	Payment Understanding’s plain language did not make payment contingent on the Marsh property closing; Bohler is entitled to immediate payment	Payment Understanding expressly scheduled payment to occur at the Marsh closing; because closing has not occurred, payment is not yet due and Bohler’s claim is premature	Payment Understanding is ambiguous as to whether payment was conditioned on the Marsh closing; ambiguity cannot be resolved on Rule 12(c) motions, so motions denied without prejudice
Whether judgment on the pleadings is appropriate given the dispute over contract meaning	Bohler contends the writing is clear and judgment is appropriate	North 44 contends the writing makes payment contingent, so dismissal or judgment for defendant is appropriate	Court applies Rule 12(c)/12(b)(6) standards and finds factual dispute over contract interpretation requires consideration of extrinsic evidence; judgment on the pleadings is inappropriate

Philips v. Pitt Cnty. Mem. Hosp., 572 F.3d 176 (4th Cir. 2009) (court may consider exhibits integral to the complaint on Rule 12(c) motions)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (complaints must plead facts plausibly showing entitlement to relief)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (two-step plausibility test and rejection of mere conclusory allegations)
Mountain Fed. Land Bank v. First Union Nat. Bank of N.C., 98 N.C. App. 195 (1990) (plain, unambiguous contract language is a question of law for the court)
Dockery v. Quality Plastic Custom Molding, Inc., 144 N.C. App. 419 (2001) (where contract language is not plain, meaning is a jury question; ambiguity exists if language is susceptible to parties’ interpretations)
Independence News, Inc. v. City of Charlotte, 568 F.3d 148 (4th Cir. 2009) (Rule 12(c) standard is applied similarly to Rule 12(b)(6) motions)