United States District Court, W.D. Virginia, Lynchburg Division
K. MOON UNITED STATES DISTRICT JUDGE.
diversity case involves a contract dispute between the
supplier of water treatment systems, Plaintiff ZEN42, LLC
(“Zen42”) and a purchaser, Defendant Washington
and Lee University (“W&L”). Zen42 asserts a
single breach of contract count based on two theories- that
W&L prematurely terminated the contract on May 19, 2016
and that it failed to make monthly payments to Zen42 after
that date. (Complaint ¶¶ 30-31). Zen42 now seeks
judgment on the pleadings, claiming W&L's answer to
the Complaint admitted facts that prove W&L's
liability as a matter of law. But the pleadings construed in
W&L's favor do not entitle Zen42 to judgment, so the
motion will be denied.
Rule of Civil Procedure 12(c) permits a party to “move
for judgment on the pleadings” after “the
pleadings are closed.” “The federal courts have
followed a fairly restrictive standard in ruling on motions
for judgment on the pleadings” because “hasty or
imprudent use of this summary procedure by the courts
violates the policy in favor of ensuring to each litigant a
full and fair hearing on the merits of his or her claim or
defense.” 5C Wright and Miller et al.,
Federal Practice and Procedure § 1368 (3d ed.
Westlaw). In one sense, a Rule 12(c) motion is the mirror
image of a Rule 12(b) motion. Whereas a defendant moves to
dismiss under Rule 12(b) after the plaintiff files a
complaint, Rule 12(c) affords the plaintiff a chance to
obtain judgment after the defendant files his
“party moving for a judgment on the pleadings impliedly
admits [for purposes of the motion] the truth of its
adversary's allegations and the falsity of its own
assertions that have been denied by that adversary.” 5C
Wright and Miller et al., Federal Practice and
Procedure § 1370 (3d ed.); see Volvo Const.
Equip. N. Am., Inc. v. CLM Equip. Co., Inc., 386 F.3d
581, 588 n.4 (4th Cir. 2004) (noting that facts are viewed on
a motion for judgment on the pleadings “in the light
most favorable to the nonmoving party”). So when
“the plaintiff moves for judgment on the pleadings, the
motion should be granted if, on the undenied facts alleged in
the complaint and assuming as true all the material
allegations of fact in the answer, the plaintiff is entitled
to judgment as a matter of law.” Walker v. Liberty
Mut. Ins. Co., No. 4:16-CV-01388-RBH, 2017 WL 1020884,
at *1 (D.S.C. Mar. 16, 2017); see Smurfit-Stone Container
Enterprises, Inc. v. Nat'l Interstate Ins. Co., No.
3:08CV093-HEH, 2008 WL 4153762, at *4 (E.D. Va. Sept. 5,
2008); see, e.g., A. S. Abell Co. v.
Baltimore Typographical Union No. 12, 338 F.2d 190,
192-93 (4th Cir. 1964) (affirming plaintiff's motion for
judgment “since the pleadings raised no issue of
fact”). Accordingly, the Court first reviews the
allegations in Zen42's complaint before considering them
vis-à-vis the answer.
COMPLAINT AND ATTACHMENTS
alleges that, in September 2012, it and W&L entered into
a Water Services Agreement, or WSA, which Zen42 attached to
the Complaint. (Complaint ¶¶ 5-6). Amendments to
the WSA were made on March 13, 2013, and June 30, 2015.
(Id. ¶ 5). Zen42 asserts that the “WSA
constitutes an enforceable contract” between the
parties. Many of Zen42's allegations consist of
quotations from the purported contract.
had a 60-month term beginning on July 1, 2014. (Id.
¶¶ 7-8). Zen42 quotes § 8(b)(ii), which gave
Zen42 60 days to correct noncompliance with the WSA's
“minimum performance standard.” (Id.
¶¶ 10). After the 60-day cure period, W&L was
permitted to terminate the WSA with 20-days written notice.
(Id. ¶ 11).
asserts W&L terminated the contract by letter on May 19,
2016. (Complaint ¶ 12). The letter is attached to the
Complaint. (Dkt. 1-2 at ECF 2). It first thanks Zen42 for
providing two documents from April 2016, although those
documents are not presently in the record. (Id.). It
then recounts issues dating back to April 2014 with
“seed crystals” in Zen42's water treatment
system. (Id.). For instance, the letter references
and attaches an email where a representative of Zen42
acknowledged the system was not performing well.
(Id. at ECF 2, 12). The letter concludes by stating
“it's in the best interest of the University to
discontinue our reliance on this system for condenser water
management. To that end, this letter constitutes written
notice of termination of our contract with Zen42LLC.”
(Id. at ECF 2; Complaint ¶ 14).
alleges W&L did not have grounds to terminate the
contract, and thus the termination was a breach. (Complaint
¶ 15). It quotes the WSA's “minimum
performance standard” as stating that “[c]ycles
of concentration will be controlled at a minimum set point of
1250 PPM TDS.” (Id. ¶ 17). Zen42 does not
explain this jargon, but it does allege conclusorily that
“the presence or absence of ‘seed
crystals'” is nowhere mentioned in the WSA.
(Id. ¶ 18).
Zen42 contends W&L breached the contract by failing to
allow Zen42 a 60-day cure period and by failing provide the
requisite 20-days written notice of termination after the
cure period. (Complaint ¶¶ 19-20).
Zen42 alleges that W&L “made no further monthly
payments” to Zen42 after the May 19, 2016 letter, and
that the failure to do so was an event of default under the
WSA. (Complaint ¶¶ 24-25).
answer denies most of these allegations. Three admissions are