The Lane Construction Corporation v. Hayward Baker, Inc. (PLR2), 3:16-cv-00624

Lane Construction (Plaintiff) was the general contractor on the FHWA Foothills Parkway project and subcontracted micropile work to Hayward Baker (Defendant).
Lane alleges Hayward Baker failed to commence and perform micropile work per progress schedules, causing delays and extra costs (imported stone, expedited work, removal of backfill, bridge delay).
Lane points to the Subcontract Agreement Article 23 (Default) which permits remedies only "after giving Subcontractor notice of default and seven (7) days within which to cure."
Lane alleges it gave verbal notice and attached an email dated December 15, 2015, and claims it provided over 30 days to cure; Hayward Baker argues these notices did not satisfy Article 23’s condition precedent.
Hayward Baker moved to dismiss under Rule 12(b)(6)/12(c) asserting Lane failed to plead satisfaction of the contractual condition precedent (proper notice and opportunity to cure); Lane opposed, arguing Rule 9(c) permits general averment of conditions precedent.
The court denied the motion, holding Lane’s pleadings sufficiently alleged breach, notice, and opportunity to cure for Rule 12 purposes and therefore the breach claim and request for attorney’s fees may proceed.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Lane sufficiently pleaded satisfaction of Article 23’s condition precedent (notice of default and opportunity to cure)	Lane alleged verbal and written notice (email) and that it gave over 30 days to cure; Rule 9(c) allows general averment	Hayward Baker argued the alleged notices were legally insufficient to invoke Article 23 remedies and Lane failed to plead the condition precedent	The court held Lane’s general averment that notice and time to cure were provided was sufficient at pleading stage; motion to dismiss denied
Whether attorney’s fees claim should be dismissed if breach claim fails	Fees depend on underlying contract claim; since Lane plausibly alleged breach and notice, fees claim survives	Hayward Baker argued fees dependent on contract remedies and should be dismissed if breach claim fails	Because the breach claim was not dismissed, Lane’s request for attorney’s fees was also not dismissed

Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading must contain factual content permitting reasonable inference of liability)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (complaint must state a plausible claim for relief)
Papasan v. Allain, 478 U.S. 265 (1986) (court need not accept legal conclusions as true)
E.E.O.C. v. J.H. Routh Packing Co., 246 F.3d 850 (6th Cir. 2001) (standard for judgment on the pleadings equals Rule 12(b)(6) standard)
Grindstaff v. Green, 133 F.3d 416 (6th Cir. 1998) (same standard discussion)
Thurman v. Pfizer, Inc., 484 F.3d 855 (6th Cir. 2007) (court construes complaint in plaintiff's favor and accepts well-pleaded facts)
Ginsburg v. Ins. Co. of N. Am., 427 F.2d 1318 (6th Cir. 1970) (general rule permitting pleading of conditions precedent)
Arch Wood Prot., Inc. v. Flamedxx, LLC, 932 F. Supp. 2d 858 (E.D. Tenn. 2013) (discussing pleading requirements for conditions precedent)