United States District Court, S.D. Florida
ALTMAN UNITED STATES DISTRICT JUDGE.
CAUSE came before the Court on the Motion to Dismiss
Complaint for Failure to State a Claim, filed on April 1,
2019 by the Defendant, QTI, Inc. (“Motion”) [ECF
No. 10]. The Plaintiff filed its Response [ECF No. 11] on
April 8, 2019, to which the Defendant replied [ECF No. 15] on
April 15, 2019. The Court has carefully considered the
parties' submissions, the supporting exhibits [ECF No.
11-1:5], and the applicable law.
survive a motion to dismiss [under Rule 12(b)(6)], a
complaint must contain sufficient factual matter, accepted as
true, to ‘state a claim to relief that is plausible on
its face.'” Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (alteration added) (quoting Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Pleadings
must contain “more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action
will not do.” Twombly, 550 U.S. at 555
(citation omitted). Indeed, “only a complaint that
states a plausible claim for relief survives a motion to
dismiss.” Iqbal, 556 U.S. at 679 (citing
Twombly, 550 U.S. at 556). To meet this
“plausibility standard, ” a plaintiff must
“plead factual content that allows the court to draw
the reasonable inference that the defendant is liable for the
misconduct alleged.” Id. at 678 (alteration
added) (citing Twombly, 550 U.S. at 556). “The
mere possibility the defendant acted unlawfully is
insufficient to survive a motion to dismiss.”
Sinaltrainal v. Coca-Cola Co., 578 F.3d 1252, 1261
(11th Cir. 2009) (citation omitted), abrogated on other
grounds by Mohamad v. Palestinian Auth., 566 U.S. 449
motion to dismiss, a court construes the complaint in the
light most favorable to the plaintiff and accepts the
plaintiffs factual allegations as true. See Brooks v.
Blue Cross & Blue Shield of Fla., Inc., 116 F.3d
1364, 1369 (11th Cir. 1997) (citing SEC v. ESM Grp.,
Inc., 835 F.2d 270, 272 (11th Cir. 1988)). Unsupported
factual allegations and legal conclusions, however, receive
no such deference. See Iqbal, 556 U.S. at 679
(“While legal conclusions can provide the framework of
a complaint, they must be supported by factual
speaking, a court may not consider materials outside
“the four corners of the complaint” when ruling
on a motion to dismiss for failure to state a claim under
Federal Rule of Civil Procedure 12(b)(6). See, e.g., SFM
Holdings, Ltd. v. Banc of Am. Sec, LLC, 600 F.3d 1334,
1337 (11th Cir. 2010). There is, however, one exception to
this general rule: “In ruling upon a motion to dismiss
[under Rule 12(b)(6)], the district court may consider an
extrinsic document if it is: 1) central to the plaintiffs
claim, and 2) its authenticity is not challenged.”
SFM Holdings, Ltd., 600 F.3d at 1337 (citations
parties here do not dispute the authenticity of the documents
that have been attached to the Plaintiffs Complaint,
the Court finds that the Master Subcontract between the
parties is “central to the Plaintiffs” breach of
contract claims. Accordingly, the Court will consider those
documents in adjudicating the Defendant's Motion.
BACKGROUND & ANALYSIS
matter arises from a dispute between the parties relating to
certain work the Plaintiff performed on behalf of the
Defendant under the terms of a Master Subcontract [ECF No.
1-3]. Specifically, the Plaintiff alleges that the Defendant
owes it $639, 937.28 as a result of several unpaid invoices
that accrued between October 2017 and December 2017. Pl.
Compl. ¶¶ 14-25. In its Complaint, the Plaintiff
makes four claims for relief: breach of contract, account
stated, quantum meruit, and unjust enrichment.
See generally Pl. Compl.
Defendant's Motion does not necessarily dispute these
allegations, but rather contends that the Master Subcontract
contains a mandatory pre-suit condition that required
the parties to participate in mediation “before
recourse to any other form of binding dispute
resolution.” Motion at ¶ 2; Master Subcontract
[ECF No. 1-3 at 13]. That provision reads, in relevant part:
Article 22 Dispute Resolution
22.2 If a dispute arises out of or relates to this Agreement
or its breach, the parties shall endeavor to settle the
dispute first through direct discussions. If the dispute
cannot be resolved through direct discussions, the parties
shall participate in mediation under the Construction
Industry Mediation Rules of the American Arbitration
Association before recourse to any other form of binding
dispute resolution. The location of the mediation shall be
the location of the Project. Once a party files a request for
mediation with the other party and with the American
Arbitration Association, the parties agree to commence such
mediation within thirty (30) days of filing of the request.
Id. The language of the Master Subcontract, then,
unambiguously required the Plaintiff to engage in mediation
as a condition precedent to the commencement of litigation.
The Defendant therefore asks the Court to dismiss the
Complaint because of the Plaintiff's failure to engage in
pre-suit mediation. In the alternative, the Defendant asks
the Court to stay the case for 45 days so that the parties
can comply with the mediation requirement. Def. Reply at 2.
The Plaintiff, in turn, argues that the Defendant
“waived” the mediation requirement when, in
January of 2019, it failed to participate in the scheduling
of a mediation. Pl. Resp. ¶ 25.
housekeeping matter, the Court reminds the parties that they
must comply with Local Rule 7.1(a)(1), which requires all
motions, with few exceptions, to be accompanied by a
memorandum of law that, notably, includes citations to
relevant authorities. This Rule has not been codified by
accident. Citations to supporting authority greatly assist
the Court in reasoning through thorny legal issues. Here, for
example, the Plaintiff argues, without any citation, that the
Defendant waived the pre-suit mediation condition by failing
to cooperate in the scheduling of the mediation. The
Defendant responds (again, without any citation) by
suggesting that the Plaintiff waited too long to schedule the
mediation-and that, as such, the Defendant's willingness