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Capitol Pros, Inc v. Vadata, Inc

United States District Court, W.D. Washington, Seattle

February 14, 2018

CAPITOL PROS, INC., Plaintiff,
VADATA, INC., f/k/a. AMAZON.COM, Defendant.



         This 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.


         Plaintiff Capitol Pros is a commercial cleaning company that provided Defendant Vadata, Inc., a division of, 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 (“BBS”). (Id.)

         Around 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.)[1] Defendant moves to dismiss all claims, arguing that the complaint fails to state any plausible claim for relief.


         A. Legal Standard

         A 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).

         Generally, 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).

         B. Breach of Contract

         To 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. 2013).

         Plaintiff 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.)

         1. Failure to Notify Regarding Work Order Alteration

         Plaintiff 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 ...

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