United States District Court, W.D. Washington, Seattle
HONORABLE JOHN C. COUGHENOUR, JUDGE
matter comes before the Court on Defendant Vadata's
motion to dismiss (Dkt. No. 15). Having thoroughly considered
the parties' briefing and the relevant record, the Court
finds oral argument unnecessary and hereby GRANTS in part and
DENIES in part the motion for the reasons explained herein.
Capitol Pros is a commercial cleaning company that provided
Defendant Vadata, Inc., a division of Amazon.com, cleaning
services at its Virginia location from 2005 to 2013. (Dkt.
No. 1 at 2.) A 2008 master services agreement
(“MSA”) last governed the parties'
relationship, under which they contracted for specific work
through work orders incorporated into the MSA. (Id.)
In July 2011, Ryan Maheepat became Defendant's
representative assigned to manage the parties'
contractual relationship. (Id. at 3.) Plaintiff
alleges that Mr. Maheepat forced it to hire his parents and
friends and threatened Plaintiff with the loss of its current
and future contracts if it declined to do so. (Id.
at 4-5.) Plaintiff asserts that these workers were
“unproductive and unprofessional, ” and their
hiring involved a number of irregularities- including refusal
to sign non-compete agreements. (Id. at 5.) However,
Plaintiff felt unable to discipline these workers or demand
compliance with normal procedures due to Mr. Maheepat's
threats to terminate the contract. (Id.) In January
2013, Plaintiff found out these employees were simultaneously
working for a competitor, Barnard Building Services
the same time, the parties finalized a work order adding an
additional building to Plaintiff's contract-identified as
IAD15. (Id. at 6.) Before Plaintiff began work on
the order, it observed BBS employees working in IAD15.
(Id.) Upon Plaintiff's inquiry, Defendant
reported that it had given BBS the contract for IAD15,
removing Plaintiff from the building. (Id.)
Plaintiff asserts that its employees who also worked for BBS
would then spend less time in its buildings, and more time in
IAD15, causing the appearance of a decline in the quality of
Plaintiff's work. (Id.) In late summer 2013,
these employees all quit within weeks of each other.
(Id. at 7.) In September 2013, Defendant subjected
Plaintiff to its first business review in eight years; Mr.
Maheepat participated in the review. (Id.) As a
result of this review, Defendant declined to extend
Plaintiff's contract and instead engaged BBS to provide
cleaning services. (Id. at 8.) Plaintiff now asserts
claims for breach of contract and violation of the Washington
Consumer Protection Act based on this conduct. (Id.
at 8, 10.) Defendant moves to dismiss all claims,
arguing that the complaint fails to state any plausible claim
defendant may move to dismiss when a plaintiff “fails
to state a claim upon which relief can be granted.”
Fed.R.Civ.P. 12(b)(6). Under Rule 12(b)(6), the Court accepts
all factual allegations in the complaint as true and
construes them in the light most favorable to the nonmoving
party. Vasquez v. L.A. County, 487 F.3d 1246, 1249
(9th Cir. 2007). However, “conclusory allegations of
law and unwarranted inferences will not defeat an otherwise
proper motion to dismiss.” Id. (quotation
omitted). To survive a motion to dismiss, a plaintiff must
cite facts supporting a “plausible” cause of
action. Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 555-56 (2007). A claim has “facial
plausibility” when the party seeking relief
“pleads factual content that allows the Court to draw
the reasonable inference that the defendant is liable for the
misconduct alleged.” Ashcroft v. Iqbal, 556
U.S. 662, 672 (2009) (internal quotations omitted).
the scope of review on a motion to dismiss for failure to
state a claim is limited to the contents of the complaint.
See Warren v. Fox Family Worldwide, Inc., 328 F.3d
1136, 1141 n.5 (9th Cir. 2003). However, a court may consider
evidence on which the complaint “necessarily
relies” if the complaint refers to the document, the
document is central to the plaintiff's claim, and no
party questions the authenticity of the copy attached to the
12(b)(6) motion. Marder v. Lopez, 450 F.3d 445, 448
(9th Cir. 2006). With these elements met, the Court will
consider the contents of the contract at issue in this case.
(Dkt. Nos. 1-2, 1-3).
Breach of Contract
succeed on a breach of contract claim under Washington law,
Plaintiff must prove a valid contract term between parties
imposing a duty, a breach of that duty, and resulting
damages. See Nw. Indep. Forest Mfrs. v. Dep't of
Labor & Indus., 899 P.2d 6, 9 (Wash.Ct.App. 1995);
Washington Pattern Jury Instructions No. 300.01 (6th ed.
alleges that Defendant breached the express terms of its MSA
and the January 2013 work order in two ways. First, Defendant
prevented Plaintiff from performing work on building IAD15
without providing the contractually-required notice of
termination. Second, Defendant breached the MSA's
personnel provision by interfering with Plaintiff's
employee management. (Dkt. No. 1 at 8-9.) Defendant contends
no breach occurred because the work order was unilaterally
modified, and the personnel provision granting Plaintiff
exclusive control over its employees did not create a
contractual duty on its part. (Dkt. No. 15 at 10-12.)
Failure to Notify Regarding Work Order Alteration
alleges that Defendant failed to honor or properly amend its
January 2013 work order that included building IAD15 in
Plaintiff's scope of work. (Dkt. No. 1 at 8.) Defendant
moves to dismiss ...