United States District Court, M.D. Florida, Tampa Division
VIRGINIA M. HERNANDEZ COVINGTON UNITED STATES DISTRICT JUDGE.
matter comes before the Court upon consideration of
Crossclaim-Defendant Crystal Clear Concepts, LLC's Motion
to Dismiss Crossclaim (Doc. # 24), filed on November 18,
2019. Crossclaim-Plaintiff Austin Ford responded in
opposition on December 6, 2019. (Doc. # 38). For the reasons
that follow, the Motion is denied.
2015, Ford was the owner of Crystal Clear. (Doc. # 16 at 3).
On March 24, 2015, Ford “entered into an Agreement with
[Plaintiff Solar City, Inc.] whereby [Solar City] would
extend credit to [Crystal Clear] up to $15, 000.”
(Id.). As part of that Agreement, Ford entered into
a personal guaranty. (Id.; Doc. # 1-1 at 9). Ford
later sold his interest in Crystal Clear on June 30, 2017.
(Doc. # 16 at 3). Ford attaches the “Membership
Interest Purchase Agreements” through which he sold his
interest in Crystal Clear as exhibits. (Id. at
after Ford sold his interest in Crystal Clear did Crystal
Clear “utilize the underlying line of credit”
from the Agreement with Solar City. (Id. at 3).
Thus, Ford “had no knowledge of the alleged
indebtedness until the commencement of this action and in no
way benefitted from the alleged transactions between [Solar
City] and [Crystal Clear].” (Id.).
“finds himself in a position where he is exposed to
liability by the alleged wrongful act of another,
specifically [Crystal Clear's] failure to make payment to
[Solar City].” (Id.). He alleges that he
“is potentially liable to [Solar City] only because he
is vicariously liable by virtue of a personal guarant[y]
entered into prior to [Ford] selling his interest in [Crystal
Clear].” (Id. at 4). According to Ford,
Crystal Clear “has an implied duty to indemnify  Ford
against any and all damages.” (Id. at 3).
City initiated this action against Crystal Clear and Ford in
state court on September 15, 2019, asserting claims for
breach of contract, breach of guaranty, account stated, and
quantum meruit. (Doc. # 1-1). The case was removed to this
Court on the basis of diversity jurisdiction on October 14,
2019. (Doc. # 1). Ford filed his Answer and Crossclaim for
indemnification against Crystal Clear on October 31, 2019.
(Doc. # 16).
Clear now moves to dismiss the Crossclaim for failure to
state a claim or, alternatively, for forum non conveniens.
(Doc. # 24). Ford has responded (Doc. # 38), and the Motion
is ripe for review.
motion to dismiss pursuant to Rule 12(b)(6), this Court
accepts as true all the allegations in the crossclaim and
construes them in the light most favorable to the plaintiff.
Jackson v. Bellsouth Telecomms., 372 F.3d 1250, 1262
(11th Cir. 2004); see also Williams v. Jet One Jets,
Inc., No. 1:08-CV-3737-TCB, 2009 WL 10682155, at *2
(N.D.Ga. Nov. 19, 2009)(applying the typical Rule 12(b)(6)
standard on a motion to dismiss a crossclaim). Further, the
Court favors the crossclaim plaintiff with all reasonable
inferences from the allegations in the crossclaim.
Stephens v. Dep't of Health & Human Servs.,
901 F.2d 1571, 1573 (11th Cir. 1990). But,
[w]hile a [crossclaim] attacked by a Rule 12(b)(6) motion to
dismiss does not need detailed factual allegations, a
plaintiff's obligation to provide the grounds of his
entitlement to relief requires more than labels and
conclusions, and a formulaic recitation of the elements of a
cause of action will not do. Factual allegations must be
enough to raise a right to relief above the speculative
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555
(2007)(internal citations omitted). Courts are not
“bound to accept as true a legal conclusion couched as
a factual allegation.” Papasan v. Allain, 478
U.S. 265, 286 (1986). The Court must limit its consideration
to well-pleaded factual allegations, documents central to or
referenced in the crossclaim, and matters judicially noticed.
La Grasta v. First Union Sec., Inc., 358 F.3d 840,
845 (11th Cir. 2004).
Crystal Clear argues that Ford's claim for
indemnification arises out of his guaranty in the Agreement
with Solar City. (Doc. # 24 at 5). As that guaranty states
that it is governed by Florida law (Doc. # 1-1 at 9), Crystal
Clear argues that Florida law applies. (Doc. # 24 at 5).
Additionally, it argues that Ford has failed to state a claim
for common law ...