United States District Court, W.D. Washington, Seattle
ORDER DENYING DEFENDANT'S DISPOSITIVE
S. Lasnik United States District Judge.
matter comes before the Court on defendant's
“Motion to Dismiss.” Dkt. # 5. On February 14,
2017, Plaintiff filed this action alleging that Defendant was
negligent, breached its warranty of workerlike performance, and
breached the contract that Plaintiff and Defendant entered
into to clean Plaintiff's ship. Defendant moved to
dismiss the breach of contract and breach of warranty claims.
Having reviewed the memoranda, declarations, and exhibits
submitted by the parties, the Court finds as follows.
alleges that Plaintiff and Defendant entered into a Master
Service Agreement (“the MSA”) the terms of which
were negotiated between December 2015 and March 2016. Dkt. #
1, ¶ 3.2. Under the MSA Defendant would provide vessel
related services to Plaintiff. Id. The MSA was never
signed, Dkt. # 11 at 3, but Plaintiff asserts that the
negotiations between Plaintiff and Defendant resulted in an
enforceable contract, either written or oral. Id at
April 8, 2016, Plaintiff alleges, it contracted with
Defendant to provide cleaning services for KAYS POINT, a tank
barge. Dkt. # 1, ¶ 3.3. Defendant provided the cleaning
services on April 10, 2016. Id. at ¶ 3.4.
Plaintiff claims that while Defendant's employees and/or
agents were providing the contracted cleaning services the
employees and/or agents opened and/or removed deep well
inspection hatches but failed to close or reinstall them.
Id. at ¶¶ 3.6, 3.7. Plaintiff states that
this caused the fuel cargo to become contaminated.
Id. at ¶ 3.7. Plaintiff also alleges that
Defendant failed to properly clean the tanks, which resulted
in cargo contamination. Id. at ¶ 3.8.
argues that due to Defendant's conduct, Plaintiff had to
settle a claim relating to cargo contamination and suffered
damages of $973, 071.33 or greater. Id. at
¶¶ 5.6, 6.5. Plaintiffs claims of
negligence, breach of contract, and breach of warranty arise
out of these facts. Id. at
Standard and Scope of Review
question is whether the facts alleged in the complaint
sufficiently state a plausible ground for relief. Bell
Atl. Corp. v. Twombly, 550 U.S. 544, 520 (2007). The
Court will construe the complaint in the light most favorable
to the plaintiff In re Barboza, 545 F.3d 702, 707
(9th Cir. 2008). “Dismissal is proper only where there
is no cognizable legal theory or an absence of sufficient
facts alleged to support a cognizable legal theory.”
Taylor v. Yee, 780 F.3d 928, 935 (9th Cir. 2015)
(internal citation omitted).
considering a motion to dismiss under Rule 12(b)(6), courts
are generally limited to the four corners of the complaint.
Campanelli v. Bockrath, 100 F.3d 1476, 1497 (9th
Cir. 1996). However, if “matters outside the pleadings
are presented to and not excluded by the court, the motion
must be treated as one for summary judgment under Rule
56." Fed.R.Civ.P. 12(d). “All parties must be
given a reasonable opportunity to present all the material
that is pertinent to the motion.” Id.
Defendant, in attempt to bolster its motion, presented
material outside the pleadings for the Court's
consideration. Dkt. # 5, Exhibit A. Plaintiff's responded
with their own declarations and exhibits. Dkt. # 11, Exhibit
A. Therefore, both parties have had an opportunity to present
the material that is pertinent to the motion. Accordingly,
summary judgment is the proper standard.
Rule 56(a), summary judgment is appropriate when “there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” The moving
party “bears the initial responsibility of informing
the district court of the basis for its motion.”
Fed.R.Civ.P. 56(c). The Court will “view the evidence
in the light most favorable to the nonmoving party . . . and
draw all reasonable inferences in that party's
favor.” Krechman v. County of Riverside, 723
F.3d 1104, 1109 (9th Cir. 2013). Summary judgment is
inappropriate if a result other than that proposed by the
moving party is possible under the facts and applicable law.
City of Pomona v. SQM N. Am. Corp., 750 F.3d 1036,
1049 (9th Cir. 2014). It is not the function of the Court
“to weigh the evidence and determine the truth of the
matter but to determine whether there is a genuine issue for
trial.” Anderson v. Liberty Lobby, Inc., 477
U.S. 242, 250 (1986). However, the mere existence of a
scintilla of evidence in support of the non-moving
party's position will be insufficient “to avoid
summary judgment.” City of Pomona, 750 F.3d at
1049; Anderson, 477 U.S. at 252.
Breach of Contract
contract is within admiralty jurisdiction if its subject
matter is maritime.” Royal Ins. Co. of Am. v. Pier
39 L.P., 738 F.2d 1035, 1036 (9th Cir. 1984) (citing
Ins. Co. v. Dunham, 78 U.S. 1, 26 (1871)).
“The type of contracts that invoke admiralty
jurisdiction are well established. The list includes
contracts to furnish services . . . to a particular
vessel.” Thomas J. Schoenbaum, 1 Admiralty & Mar.
Law § 3-10 (5th ed. 2016). “Basic principles in
the common law of contracts readily apply in the maritime
context.” Cleveo Co. v. Hecny Transp., Inc.,
715 F.3d 1189, 1194 (9th Cir. 2013). To determine the basic
elements of contract law, the Ninth Circuit looks to the
Restatement (Second) of Contracts. Id. “The
requisite elements of contract formation are offer,
acceptance, and consideration.” Crowley Marine
Serv., Inc. v. Vigor Marine LLC, 17 F.Supp.3d 1091, 1095
(W.D. Wash. 2014). “The formation of a contract
requires a bargain in which there is a manifestation of
mutual assent to the exchange and a consideration.”
Casa del Caffe Vergnano S.P.A. v. ItalFlavors, LLC,
816 F.3d 1208, 1212 (9th Cir. 2016) (quoting Restatement
(Second) of Contracts § 17 (1981)).
in order for Plaintiff to survive a motion for summary
judgment, Plaintiff needs to show a genuine issue of material
fact regarding the existence of a contract. Under maritime
law contracts can either be oral or written. Kossick v.
United Fruit Co., 365 U.S. 731, 734 (1961) (“oral
contracts are generally regarded as valid by maritime
law.”); see also Round Gold LLC. v. Ameron
Int'l Corp., No. C07-791Z, 2008 WL 3288408, at *4
(W.D. Wash. Aug. 7, 2008). State law can supplement admiralty
law “so long as state law does not actually conflict