United States District Court, S.D. Florida
ORDER ON MOTION TO DISMISS
N. Scola, Jr., United States District Judge
matter is before the Court upon the Defendants' motion to
dismiss (ECF No. 25). The Plaintiff Seminole Masonry filed a
response (ECF No. 29), and the Defendants filed a reply (ECF
No. 32). The Court has reviewed the motion, all supporting
and opposing materials, the record in this case and the
applicable law, and is otherwise fully advised. For the
reasons set forth below, the Court denies
the motion to dismiss (ECF No. 25).
case arises in the context of the sale of a business.
Seminole Masonry, the buyer, and the Defendants, who include
the seller, owners, and key persons related to the business,
entered an Asset Purchase Agreement (“APA”) with
respect to the sale of certain assets of a masonry business
located in Sanford, Florida. In connection with the sale, the
Defendants made certain representations and warranties
regarding various aspects of the masonry business, and the
APA contains a mutual indemnification provision requiring
payment by one party to the other in the event that losses
occur as a result of the breach or failure of any covenant or
agreement made in the APA.
case, the Plaintiff alleges numerous losses arising from the
Defendants' breaches of warranties made in the APA, and
pursuant to which the Plaintiff made a demand for
indemnification with which the Defendants did not comply. In
addition, the Plaintiff alleges that the Defendants concealed
material information in connection with the sale. As a
result, the Plaintiff asserts numerous claims for breach of
the APA (Counts 1-12) and a claim for fraud in the inducement
(Count 13). The Defendants seek dismissal of all claims under
Rule 12(b)(6), or a more definite statement under Rule 12(e).
considering a motion to dismiss for failure to state a claim
under Federal Rule of Civil Procedure 12(b)(6), the Court
must accept all of the the plaintiff. Pielage v.
McConnell, 516 F.3d 1282, 1284 (11th Cir. 2008). A
pleading need only contain “a short and plain statement
of the claim showing that the pleader is entitled to
relief.” Fed.R.Civ.P. 8(a)(2). “[T]he pleading
standard Rule 8 announces does not require detailed factual
allegations, but it demands more than an unadorned,
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)
(quotation omitted). A plaintiff must articulate
“enough facts to state a claim to relief that is
plausible on its face.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 570 (2007).
Defendants' arguments for dismissal lack merit,
principally because they constitute denials of the factual
allegations in the complaint or involve questions of fact not
suitable for disposition upon a motion to dismiss.
the Defendants fail to cite legal authority in support of
their arguments. “On a Rule 12(b)(6) motion to
dismiss, ‘[t]he moving party bears the burden to show
that the complaint should be dismissed.'”
Sprint Sols., Inc. v. Fils-Amie, 44 F.Supp.3d 1224,
1228 (S.D. Fla. 2014) (Cohn, J.) (quoting Mendez-Arriola
v. White Wilson Med. Ctr. PA, No. 09-495, 2010 WL
3385356, at *3 (N.D. Fla. Aug. 25, 2010)). “The movant
must support its arguments for dismissal with citations to
legal authority.” Id. (citing S.D. Fla. L.R.
7.1(a)(1)). “Where a defendant seeking dismissal of a
complaint under Rule 12(b)(6) does not provide legal
authority in support of its arguments, it has failed to
satisfy its burden of establishing its entitlement to
dismissal.” Id. (citing Super. Energy
Servs., LLC v. Boconco, Inc., No. 09-0321, 2010 WL
1267173, at *5-6 (S.D. Ala. Mar. 26, 2010) and United
States v. Vernon, 108 F.R.D. 741, 742 (S.D. Fla. 1986)
(Scott, J.)). Accordingly, the Defendants' motion is due
to be denied.
addition, the Defendants are not entitled to a more definite
statement, as it is evident that the basis for the request is
that they would like more information than what the
complaint's allegations provide. However, “[a]
motion for a more definite statement is intended to provide a
remedy for an unintelligible pleading, rather than a vehicle
for obtaining greater detail.” Euro RSCG
Direct Resp., LLC v. Green Bullion Fin. Servs., 872
F.Supp.2d 1353, 1358 (S.D. Fla. 2012) (Cohn, J.). The
Defendants may seek further information regarding the
Plaintiffs claims in discovery.
the Defendants' motion to dismiss (ECF No.
25) is denied.