United States District Court, S.D. West Virginia, Charleston Division
MEMORANDUM OPINION AND ORDER
R. GOODWIN, UNITED STATES DISTRICT JUDGE
before the court is Defendant CDI Corporation's Motion to
Dismiss [ECF No. 5]. For the reasons that follow, the Motion
is GRANTED in part and DENIED in
alleged in the complaint, on November 10, 2016, CDI
Corporation (“CDI”) and U.S. Methanol LLC
(“US Methanol”) entered into an On-Site Staffing
Services Agreement (“Agreement”). In the
Agreement, CDI contracted to provide an employee to U.S.
Methanol for engineering services related to the design of
the foundation of a methanol plant. The complaint alleges CDI
breached its contractual duties by not providing an adequate
engineer and by failing to adequately design the foundation
for the project. U.S. Methanol suffered damages as a result.
U.S. Methanol commenced the current action against CDI and
the employee CDI provided, Randall Chase.
complaint alleges five counts: Count I, Breach of Contract
Against CDI; Count II, Professional Negligence and/or
Negligence Against Randall Chase; Count III, Professional
Negligence and/or Negligence Against CDI; Count IV, Negligent
Selection, Recommendation and Placement Against CDI; and
Count V, Vicarious Liability of CDI for Professional
Negligence and/or Negligence of Randall Chase.
April 11, 2019, CDI moved to dismiss the claims against it
for failure to state a claim under Rule 12(b)(6) of the
Federal Rules of Civil Procedure.
court construes the motion before us as a motion to dismiss
and will only consider the pleadings and any “documents
incorporated into the complaint by reference, as well as
those attached to the motion to dismiss, so long as they are
integral to the complaint and authentic.” United
States ex rel. Oberg v. Pa. Higher Educ. Assistance
Agency, 745 F.3d 131, 136 (4th Cir. 2014). Because the
complaint incorporates the Agreement, the court will consider
the Agreement in deciding the motion to dismiss. The court
will not consider the additional attached exhibits by CDI,
including the emails in Exhibit B and the affidavit in
Exhibit C. The court also will not consider the attached
Exhibit A in U.S. Methanol's response.
Rule of Civil Procedure 8(a)(2) requires only “a short
and plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). “When
ruling on a motion to dismiss, courts must accept as true all
of the factual allegations contained in the complaint and
draw all reasonable inferences in favor of the
plaintiff.” Farnsworth v. Loved Ones in Home Care,
LLC, No. 2:18-CV- 01334, 2019 WL 956806, at *1 (S.D.
W.Va. Feb. 27, 2019) (citing E.I. du Pont de Nemours
& Co. v. Kolon Indus., Inc., 637 F.3d 435, 440 (4th
survive a motion to dismiss, the plaintiff's factual
allegations, taken as true, must “state a claim to
relief that is plausible on its face.” Robertson v.
Sea Pines Real Estate Co., 679 F.3d 278, 288 (4th Cir.
2012) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009)). The plausibility standard is not a probability
requirement, but “asks for more than a sheer
possibility that a defendant has acted unlawfully.”
Iqbal, 556 U.S. at 678 (citing Be
l Atl. Corp. v. Twombly, 550 U.S. 544,
556 (2007)). Although “the complaint must contain
sufficient facts to state a claim that is plausible on its
face, it nevertheless need only give the defendant fair
notice of what the claim is and the grounds on which it
rests.” Ha l v. DIRECTV, LLC,
846 F.3d 757, 777 (4th Cir. 2017). Thus, “a complaint
is to be construed liberally so as to do substantial
Breach of Contract
Methanol alleges in Count I that CDI breached its contractual
duties to U.S. Methanol in the Agreement.
breach of contract action in West Virginia requires
“(1) the existence of a valid, enforceable contract;
(2) that the plaintiff has performed under the contract; (3)
that the defendant has breached or violated its duties or
obligations under the contract; and (4) that the plaintiff
has been injured as a result.” Safeco Ins. Co. of
Am. v. Mountaineer Grading Co., No. 2:10-CV-01301, 2012
WL 830158, at *4 (S.D. W.Va. Mar. 9, 2012). A court
“deciding disputes about the meaning of a