Case Information
*1 IN THE UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF NORTH CAROLINA CHARLOTTE DIVISION
CIVIL ACTION NO. 3:20-CV-00234-RJC-DSC
BOHLER ENGINEERING NC PLLC ,
Plaintiff,
v. MEMORANDUM AND RECOMMENDATION NORTH 44 PROPERTY
MANAGEMENT INC. ,
Defendant.
THIS MATTER
is before the Court on Plaintiff’s “Motion for Judgment on the Pleadings,” Doc. 10, and Defendant’s “Motion for Judgment on the Pleadings,” Doc. 12, as well as the parties’ briefs and exhibits. Docs. 11, 15 and 16.
These Motions have been referred to the undersigned Magistrate Judge pursuant to 28 U.S.C. § 636(b)(1) and are now ripe for consideration.
Having fully considered the arguments, the record, and the applicable authority, the undersigned respectfully recommends that Plaintiff’s and Defendant’s Cross-Motions for Judgment on the Pleadings be denied, as discussed below.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY This case arises out of a contract for engineering services between Plaintiff, a North Carolina planning and civil engineering services company, and Defendant North 44, a Canadian property management company. Under the terms of a Contract for Professional Planning and Civil Engineering Services (the “Original Contract”) between Plaintiff and Mpire Capital, Plaintiff provided engineering services to Mpire Capital from March to November 2018 in *2 connection with a real estate development project in Matthews, North Carolina. In early 2019, Mpire Capital assigned its rights and obligations, including outstanding invoices under the Original Contract, to Defendant.
In January 2020, the parties signed a “Payment Understanding.” The Payment Understanding provides as follows:
“ At closing on or around February 19th
ALL outstanding invoices at that time will be paid at the closing table. It is understood that the closing is dependent on the Marsh plat being recorded, and that a slight change to this date may impact timing of payment.
If any of these dates are missed for the wire transfers noted, the stop work order will go back into effect immediately.
The full terms and conditions of the original contract remain in effect.” See Payment Understanding, Answer, Ex. 1.
Between October 2019 and April 2020, Plaintiff submitted seven invoices for engineering services rendered as well as related costs and expenses totaling $251,312.94. These invoices have not been paid.
On April 20, 2020, Plaintiff filed this lawsuit alleging breach of contract by Defendant for failing to pay the invoices in accordance with the Original Contract and Payment Understanding. On July 15, 2020, Plaintiff filed its Motion for Judgment on the Pleadings as to its breach of contract claim. On July 29, 2020, Defendant filed its Motion for Judgment on the Pleadings as to the same claim arguing that payment has not become due under the Payment Understanding.
II. DISCUSSION
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Federal Rule of Civil Procedure 12(c) provides that “[a]fter the pleadings are closed but
within such time as not to delay the trial, any party may move for judgment on the pleadings.”
Fed.R.Civ.P. 12(c). In resolving a motion for judgment on the pleadings, the court must accept all
of the non-movant’s factual averments as true and draw all reasonable inferences in its favor.
Bradley v. Ramsey, 329 F. Supp.2d 617, 622 (W.D.N.C. 2004). Judgment on the pleadings is
warranted where the undisputed facts demonstrate that the moving party is entitled to judgment as
a matter of law. Id. The court may consider the complaint, answer, and any materials attached to
those pleadings or motions for judgment on the pleadings “so long as they are integral to the
complaint and authentic.” Philips v. Pitt Cnty. Mem. Hosp.,
Although a motion for judgment on the pleadings pursuant to Rule 12(c) is separate and
distinct from a motion to dismiss under Rule 12(b)(6), federal courts apply the same standard for
Rule 12(c) motions as for motions made pursuant to Rule 12(b)(6). Independence News, Inc. v.
City of Charlotte,
In reviewing a Rule 12(b)(6) motion, “the court should accept as true all well-pleaded
allegations and should view the complaint in a light most favorable to the plaintiff.” Mylan Labs.,
Inc. v. Matkari,
In Iqbal, the Supreme Court articulated a two-step process for determining whether a
complaint meets this plausibility standard. First, the court identifies allegations that, because they
are no more than conclusions, are not entitled to the assumption of truth. Id. “Threadbare recitals
of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id.
(citing Twombly,
Second, to the extent there are well-pleaded factual allegations, the court should assume their truth and then determine whether they plausibly give rise to an entitlement to relief. Id. at 679. “Determining whether a complaint contains sufficient facts to state a plausible claim for relief “will ... be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. “Where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not *5 ‘show[n]’-‘that the pleader is entitled to relief,’” and therefore should be dismissed. Id. (quoting Fed. R. Civ. P. 8(a)(2)).
The parties disagree on when payment of the outstanding invoices is due under the terms of the Original Contract and Payment Understanding. Plaintiff argues that by the plain language of the Payment Understanding, Defendant’s payments were not conditioned on the closing of the Marsh property, and therefore Defendant has breached the Original Contract. See Doc. 10-1 at p. 9; see also Doc. 15 at p. 11.
Defendant argues that the Payment Understanding “expressly scheduled the payment of Bohler’s invoices to take place at the closing of the acquisition of a particular parcel, the Marsh property. There is no dispute that the Marsh closing has not yet taken place. Bohler’s complaint is thus premature.” Doc. 12-1 at p. 1.
“[W]hen the language of a contract is plain and unambiguous, construction of the language
is a matter of law for the court.” Mountain Federal Land Bank v. First Union Nat. Bank of North
Carolina,
Applying those legal principles to the facts here, the undersigned concludes that the
Payment Understanding is ambiguous. The disputed language is susceptible to either of the
interpretations asserted by the parties. The Payment Understanding contains an obvious ambiguity
that the Court cannot resolve on motions for judgment on the pleadings. See Schrader-Bridgeport
Int’l, Inc. v. Arvinmeritor, Inc., No. 3:07-cv-138, 2008 WL 977604, at *12 (W.D.N.C. Apr. 9,
2008) (finding the parties’ agreement was ambiguous and denying a motion for judgment on the
pleadings without prejudice); see also Golden Triangle #3, LLC v. RMP-Mallard Pointe, LLC, No.
19 CVS 13580,
Accordingly, the undersigned respectfully recommends that both Plaintiff’s and Defendant’s Motions for Judgment on the Pleadings be denied without prejudice.
III. RECOMMENDATION
FOR THE FOREGOING REASONS, the undersigned respectfully recommends that Plaintiff’s “Motion for Judgment on the Pleadings,” Doc. 10 and Defendant’s “Motion for Judgment on the Pleadings,” Doc. 1 2 , both be denied without prejudice.
IV. NOTICE OF APPEAL RIGHTS
The parties are hereby advised that pursuant to 28 U.S.C. §636(b)(1)(c), written objections
to the proposed findings of fact and conclusions of law and the recommendation contained in this
Memorandum must be filed within fourteen days after service of same. Failure to file objections
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to this Memorandum with the District Court constitutes a waiver of the right to de novo review by
the District Judge. Diamond v. Colonial Life, 416 F.3d 310, 315-16 (4th Cir. 2005); Wells v.
Shriners Hosp.,