United States District Court, E.D. Michigan, Southern Division
U.S. SPECIALTY INSURANCE CO., Plaintiff,
CAASTI PROFESSIONAL CONTRACTING SERVICE, INC., and CANDICE TAYLOR, Defendants.
MEMORANDUM AND ORDER DENYING DEFENDANTS' MOTION
TO DISMISS COUNTS II AND IV OF THE COMPLAINT(Doc.
COHN UNITED STATES DISTRICT JUDGE
a business dispute. Defendant CAASTI Professional Contracting
Service, Inc. (CAASTI) was a contractor on various
construction projects in Michigan. In connection with its
work, CAASTI was occasionally required to obtain payment and
performance bonds. CAASTI, as principal, and Candice Taylor,
as indemnitor, entered into an Indemnity Agreement in favor
of plaintiff U.S. Specialty Insurance Company (USSIC) and
affiliated surety companies. Under the Indemnity Agreement,
USSIC issued bonds as surety on behalf of defendants for
construction projects. USSIC is suing defendants alleging
that it paid out costs on their behalf in the amount of $66,
969.84 but has not been indemnified.
complaint makes the following claims:
Count I - Breach of Indemnity Agreement
Count II - Common Law Indemnification
Count III - Specific Performance of Collateral Security
Count IV - Quia Timet
the Court is defendants' motion to dismiss Counts II and
IV on the grounds that because the dispute is governed by an
express contract, i.e. the Indemnity Agreement,
plaintiff's quasi-contract claims fail to state plausible
claims for relief. For the reasons that follow, the motion is
Indemnity Agreement, USSIC issued Payment and Performance
Bonds naming Buildtech Ltd. Construction Development
(Buildtech) as obligee with respect to a project on which
CAASTI entered into a Subcontract (the Buildtech Project).
CAASTI was later terminated from the Buildtech Project.
Buildtech sued CAASTI, USSIC and others in state court,
seeking damages under the Performance Bond (the Buildtech
Litigation). While the Buildtech Litigation continues, USSIC
filed the instant action.
Rule 12(b)(6) a complaint must be dismissed if it does not
“contain sufficient factual matter, accepted as true,
to state a claim to relief that is plausible on its
face.” Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949
(2009). The plausibility standard demands more than a
“sheer possibility that a defendant has acted
unlawfully.” Id. Rather, for a claim to be
facially plausible, 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 1949. Rule 12(b)(6) motion
tests the sufficiency of a plaintiff's pleading.
Fed.R.Civ.P. 12(b)(6). The Court need not accept as true
“legal conclusions or unwarranted factual
inferences.” In Re Packaged Ice Antitrust
Litig., 723 F.Supp.2d 987, 1002 (E.D. Mich. 2010)
(quoting Directv, Inc. v. Treesh, 487 F.3d 471, 476
(6th Cir. 2007)).
considering a Rule 12(b)(6) motion, a court may consider
“matters of public record, ” such as documents
recorded with the Register of Deeds, orders, and items
appearing in the record of the case, as well as documents
that are referred to in the complaint and are central to a
plaintiff's claims. Commercial Money Ctr. Inc. v.
Illinois Union Ins. ...