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International Industrial Contracting Corp. v. Sofir Italia S.R.L.

United States District Court, E.D. Michigan, Southern Division

May 4, 2018

INTERNATIONAL INDUSTRIAL CONTRACTING CORPORATION, Plaintiff,
v.
SOFIR ITALIA S.R.L., et al, Defendants, and SOFIR ITALIA S.R.L., et al, Counter-Plaintiffs,
v.
INTERNATIONAL INDUSTRIAL CONTRACTING CORPORATION, Counter-Defendant, and SOFIR ITALIA S.R.L., et al, Third-Party Plaintiffs,
v.
KOMATSU INDUSTRIES CORPORTATION, Third-Party Defendants.

          OPINION & ORDER (1) GRANTING IICC'S MOTION FOR LEAVE TO FILE SECOND AMENDED COMPLAINT (DKT. 58) AND (2) GRANTING KOMATSU'S MOTION TO DISMISS THIRD-PARTY COMPLAINT (DKT. 62)

          MARK A. GOLDSMITH U.S. DISTRICT COURT JUDGE.

         This matter is before the Court on Plaintiff International Industrial Contracting Corporation's (“IICC”) motion for leave to file second amended complaint (Dkt. 58) and Third-Party Defendants Komatsu America Industries LLC and Komatsu Industries Corporation's (“Komatsu”) motion to dismiss the third-party complaint filed by Sofir Italia s.r.l (“Sofir”), Alvaro Fregolent, and Marco Vergani (Dkt. 62). Because oral argument will not aid the decisional process, the motions will be decided based on the parties' briefing. See E.D. Mich. LR 7.1(f)(2); Fed.R.Civ.P. 78(b). For the reasons that follow, both motions are granted.

         I. BACKGROUND

         The factual background of this case was laid out in the Court's opinion on Sofir's motion to dismiss. See Int'l Indus. Contracting Corp. v. Sofir Italia s.r.l., No. 16-13168, 2017 WL 3499899 at *1-*2 (E.D. Mich. Aug. 16, 2017). In summary, Komatsu was seeking an American contractor to install its presses in two Chrysler Group LLC plants located in Michigan. Id. at *1. Komatsu contacted IICC and issued an invitation to quote the project; included with the invitation was a “table that indicated the types and quantities of cables that would have to be pulled and connected in connection with the installation . . . .” Id. After IICC submitted a quote to Komatsu, Sofir contacted IICC and communicated that Sofir was the supplier of the presses for the project; Sofir also sent IICC a Request for Quotation (“RFQ”) for installation services. Id. Based on information provided by Komatsu and Sofir's RFQ, IICC submitted a quote in June 2014, first to Komatsu and then to Sofir after it was instructed to do so. Id. IICC submitted several revised quotes to Sofir through August 2014. Id.

         On October 10, 2014, IICC and Sofir entered into a contract for the installation of the Komatsu presses “in accordance to the Technical Specification.” Id. at *2. As the installation process began, IICC discovered that it actually had to pull and connect more than double the number of cables than it had initially believed. Id. IICC determined the number of cables and connections required and informed Sofir. Id. Sofir approved a number of the changes, but has refused to pay for the installation of additional cables. Id.

         IICC filed suit, and Sofir, Fregolent, and Vergani filed a motion to dismiss for failure to state a claim. The Court dismissed IICC's fraud and statutory-conversion claims, but afforded IICC the opportunity to file a motion for leave to file an amended complaint. See id. at *12. IICC took advantage of this opportunity and filed a motion for leave to file an amended complaint. See Pl. Mot. for Leave (Dkt. 33). Sofir, Fregolent, and Vergani opposed the motion, see Def. Resp. to Mot. for Leave (Dkt. 38), and the Court ultimately afforded IICC another opportunity, see 11/8/2017 Order (Dkt. 50).

         IICC filed a motion for leave to file a second amended complaint. See Pl. Mot. for Leave (Dkt. 58). The proposed complaint would amend IICC's statutory conversion claim and substitute the dismissed fraud claims with claims for rescission due to unilateral or material mistake. See Pl. Br. to Mot. for Leave (Dkt. 59). Sofir filed a response (Dkt. 63) arguing that the amendment would be futile, and IICC filed a reply (Dkt. 65).

         Additionally, after the Court's opinion on the motion to dismiss, Sofir, Fregolent, and Vergani filed their answer, which also included a third-party complaint against Komatsu. See Third-Party Compl. (Dkt. 34). The complaint brings claims for indemnification and negligence. Id. In lieu of filing an answer, Komatsu brought a motion to dismiss the third-party complaint for failure to state a claim. See Komatsu Mot. (Dkt. 62). Sofir filed a response (Dkt. 67), and Komatsu filed a reply (Dkt. 69).

         II. STANDARD OF REVIEW

         On a motion to dismiss pursuant to Rule 12(b)(6), “[t]he defendant has the burden of showing that the plaintiff has failed to state a claim for relief.” Directv, Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir. 2007). The motion “should not be granted unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” Id. The Court must assume that all alleged facts are true, even when their truth is doubtful, and must make all reasonable inferences in favor in of the plaintiff. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555-556 (2007). A complaint will be dismissed if it does not state a “plausible claim for relief.” Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009).

         Federal Rule of Civil Procedure 15(a)(2) governs amendments to complaints by leave, and provides that the “court should freely give leave when justice so requires.” The Supreme Court has explained that a plaintiff should be granted leave to amend “[i]n the absence of any apparent or declared reason-such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc.” Foman v. Davis, 371 U.S. 178, 182 (1962). “A proposed amendment is futile if the amendment could not withstand a Rule 12(b)(6) motion to dismiss.” Rose v. Hartford Underwriters Ins. Co., 203 F.3d 417, 420 (6th Cir. 2000).

         III. ANALYSIS

         A. IICC's Motion for Leave to File Second Amended Complaint

         IICC seeks to file a second amended complaint, amending its initial conversion count and adding claims for reformation due to unilateral or mutual mistake in place of its previous fraud claims. Sofir contends that the amendment would be futile, arguing: (i) that IICC has not alleged a cognizable claim for reformation based on mutual mistake, because (a) it has not been pleaded adequately, (b) IICC assumed the risk by contracting on the basis of information it knew to be incomplete, and (c) IICC cannot rely on the Komatsu documents to show mutual mistake; (ii) IICC has not alleged a cognizable claim for reformation based on unilateral mistake because it has ...


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