United States District Court, E.D. Virginia, Norfolk Division
For Chesapeake Square Hotel, LLC, Plaintiff, Counter Defendant: Cara Michelle Cotter, LEAD ATTORNEY, John Dinshaw McIntyre, Wilson & McIntyre, PLC, Norfolk, VA; Mark Robert Bowman, LEAD ATTORNEY, Jerry Lee Bowman, Eastern Virginia Law Group PLLC, Norfolk, VA.
For Logan's Roadhouse, Inc., Defendant, Counter Claimant: Robert Edward Travers, IV, LEAD ATTORNEY, Williams Mullen (VA Beach), Virginia Beach, VA; William Rueger Poynter, Williams Mullen (Norfolk), Norfolk, VA.
OPINION AND ORDER
Mark S. Davis, UNITED STATES DISTRICT JUDGE.
This matter is before the Court on Defendant Logan's Roadhouse, Inc.'s (" Defendant" ) motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. After examining the briefs and record, the Court finds that oral argument is unnecessary because the facts and legal contentions are adequately presented, and oral argument would not aid in the decisional process. Fed.R.Civ.P. 78(b); E.D. Va. Loc. R. 7 (J). For the reasons set forth below, Defendant's motion to dismiss is DENIED.
I. FACTUAL AND PROCEDURAL HISTORY
On October 28, 2011, Chesapeake Square Hotel, LLC (" Plaintiff" ) and Defendant entered into a written contract (the " Contract" ) for the purchase and sale of approximately 1.2 acres of unimproved commercial real estate in the City of Chesapeake (the " Property" ). The Property is a parcel located within Plaintiff's development, on which Defendant intended to construct a restaurant. The Contract imposes conditions on both parties that must be performed prior to closing. On December 12, 2012, Defendant purportedly terminated the Contract, claiming that Plaintiff failed to satisfy contractual preconditions associated with Plaintiff's obligations to procure necessary city approvals for Plaintiff's development.
On May 16, 2013, Plaintiff filed its complaint in this Court, alleging breach of the Contract and seeking specific performance of such Contract. Defendant thereafter filed the partial motion to dismiss currently pending before the Court, which seeks to dismiss Plaintiff's specific performance claim (count two). The instant motion to dismiss is now fully briefed, and is therefore ripe for review.
II. STANDARD OF REVIEW
Federal Rule of Civil Procedure 12(b)(6) permits dismissal of a complaint, or a claim within a complaint, based on the plaintiff's " failure to state a claim upon which relief can be granted." Fed.R.Civ.P. 12(b)(6). Rule 8(a)(2) of the Federal Rules requires " a short and plain statement of the claim showing that the pleader is entitled to relief," Fed.R.Civ.P. 8(a)(2), so as to " 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests,'" Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)) (omission in original). The United States Supreme
Court has interpreted the pleading standard set forth in Rule 8(a) as requiring that a complaint include enough facts for the claim to be " plausible on its face" and thereby " raise a right to relief above the speculative level on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Id. at 555, 570 (internal citations omitted). The plausibility requirement is " not akin to a 'probability requirement,' but it asks for more than a sheer possibility" that a defendant is liable. Ashcroft ...