The opinion of the court was delivered by: Kenneth A. Marra United States District Judge
This cause is before the Court upon Defendant Office Depot, Inc.'s Motion for Judgment on the Pleadings with Respect to Court XVIII (DE 97). The motion is fully briefed and ripe for review. The Court has carefully considered the motion and is otherwise fully advised in the premises.
According to the First Amended Complaint ("First Am. Compl."), this case involves a commercial dispute arising out of the contractual business relationships between Bush Truck Leasing, Inc. ("Plaintiff" "Bush"), a truck leasing company, Dynamex, Inc. ("Dynamex"), a delivery company whose drivers leased trucks from Plaintiff, and Office Depot ("Defendant" "Office Depot") an office supplies reseller for whom Dynamex provided delivery services. (First Am Compl. ¶ ¶ 1, 3, 7.) After Dynamex terminated its contract (hereinafter, the "Program Agreement") with Plaintiff, resulting in Dynamex drivers returning the trucks they had leased from Plaintiff, Plaintiff brought suit against Dynamex, alleging breach of various provisions of the Program Agreement.*fn1 (First Am. Compl. ¶ ¶ 19-30) Later, Plaintiff sued Defendant, alleging that Plaintiff was a third-party beneficiary of a separate contract between Defendant and Dynamex (the "Master Transportation Agreement" or "MTA") and that, pursuant to the MTA, Defendant was obligated to purchase from Plaintiff the trucks that Dynamex drivers had returned. (First Am. Compl. ¶ ¶ 12-18, 33-38.)
Plaintiff brings the following claims against Defendant: breach of contract (count three); promissory estoppel (count five); unjust enrichment (count seven); fraud in the inducement (count fifteen); civil conspiracy (count seventeen) and declaratory judgment (count eighteen).*fn1
The breach of contract claim states:
73. Bush is a known, intended third party beneficiary under the Dynamex-Office Depot Master Agreement.
74. Office Depot has failed to perform its obligations pursuant to the Dynamex-Office Depot Master Agreement. Accordingly, Office Depot is in material breach of the Dynamex- Office Depot Master Agreement, to which Bush is a third party beneficiary.
75. As a direct and proximately result of Office Depot's unlawful conduct, Bush has sustained damages in an amount to be proven at the trial of this action but presently believed to be in excess of $10,000,000.00.
With respect to the declaratory judgment claim, the First Amended Complaint states: 143. This claim is brought against Defendants for declaratory relief with respect to Bush and Defendants' rights and obligations relating to the Program Agreement, the March 22, 2006 Amendment, the Office Depot Amendment, related documents to lease certain vehicles for Office Depot routes, and the Dynamex-Office Depot Master Agreement, as amended, and including Schedules thereto. 144. An actual and real controversy exists between Bush and Defendants as to their respective rights and obligations under the Program Agreement, the March 22, 2006 Amendment, the Office Depot Amendment, related documents to lease certain vehicles for Office Depot route, and the and the Dynamex-Office Depot Master Agreement, as amended, and including Schedules thereto. Speedy intervention by this Court is necessary to preserve the rights of the parties. 145. Bush is entitled to a declaratory judgment regarding the rights and obligations of the parties under the Program Agreement, the March 22, 2006 Amendment, the Office Depot Amendment, related documents to lease certain vehicles for Office Depot routes, and the Dynamex-Office Depot Master Agreement, as amended, and including Schedules thereto.
Defendant moves for judgment on the pleadings with respect to the declaratory judgment claim on the basis that it is duplicative of the breach of contract claim and the facts alleged do not establish that Plaintiff is at risk of suffering an injury that will be repeated in the future. Plaintiff responds that it does not seek a declaration as to whether a party breached its duties, but a declaration regarding the rights and obligations of the parties under the agreements, for intervention to preserve the rights of the parties, and an order from the Court for Defendant to buy back Plaintiff's remaining trucks.
"Judgment on the pleadings is proper when no issues of material fact exist, and the movant is entitled to judgment as a matter of law." Ortega .v Christian, 85 F.3d 1521, 1524 (11th Cir. 1996) citing Fed. R. Civ. P. 12(c). The Court must assume that all facts in the complaint are true and view those facts in a light most favorable to the non-moving party. See Hawthorne v. Mac Adjustment, Inc., 140 F.3d 1367, 1370 (11th Cir. 1998). A motion for judgment on the pleadings can be granted only if the non-movant can prove no set ...