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Solar City, Inc. v. Crystal Clear Concepts, LLC

United States District Court, M.D. Florida, Tampa Division

December 11, 2019

SOLAR CITY, INC., Plaintiff,
v.
CRYSTAL CLEAR CONCEPTS, LLC, and AUSTIN FORD, Defendants. AUSTIN FORD, Crossclaim-Plaintiff,
v.
CRYSTAL CLEAR CONCEPTS, LLC, Crossclaim-Defendant.

          ORDER

          VIRGINIA M. HERNANDEZ COVINGTON UNITED STATES DISTRICT JUDGE.

         This 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.

         I. Background

         In 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 6-51).

         Only 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.).

         Ford “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).

         Solar 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).

         Crystal 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.

         II. Legal Standard

         On a 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 level.

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).

         III. Analysis

         First, 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 ...


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