The opinion of the court was delivered by: I. LEO GLASSER, Senior District Judge
Before the Court is the motion of defendant Lexmark
International, Inc. ("Lexmark" or "defendant") to dismiss the
complaint of plaintiffs Discover Group, Inc. ("Discover Group")
and American Toner Products. Inc. ("American Toner") for failure
to state a claim upon which relief can be granted. For the
reasons that follow, Lexmark's motion is granted.
Plaintiffs American Toner and Discover Group are New York
corporations engaged in the business of importing and
distributing printer ink cartridges and imaging film rolls for
facsimile machines. (Compl. ¶¶ 1, 6.) American Toner is the
wholly-owned subsidiary of Discover Group. (Compl. ¶ 6.)
Defendant Lexmark, a Delaware corporation with its principal
place of business in Kentucky, develops, manufactures, and sells
laser printers and toner cartridges. (Def. Mem. at 1.) Sortek
International Corporation and Facsimile Paper Connection
Corporation ("Sortek/FPC") are related corporations that are authorized
distributors of Lexmark products.
On July 17, 2001, Lexmark entered into a written Authorized
Dealer Agreement with Discover Group ("Dealer Agreement"), which
authorized Discover Group to purchase products from Lexmark for
marketing to resellers and for Discover Group's "internal use
only in Latin America & the Caribbean with the exception of
Puerto Rico." (Compl. ¶ 9; Patton Aff. Ex. 2.) According to
plaintiffs, authorized distributors such as Sortek/FPC are
entitled to purchase Lexmark products at lower prices than
authorized dealers such as plaintiffs. As a result. Discover
Group purchased Lexmark products from Sortek/FPC, as well as from
Lexmark directly. (Compl. ¶ 11.) Discover Group furnished Lexmark
products to its subsidiary. American Toner. (Compl. 10.)
On March 19, 2002, plaintiff American Toner entered into a
contract with the State of Michigan ("Michigan Contract"),
pursuant to which American Toner became the exclusive supplier of
Lexmark printer toner cartridges to Michigan's Family
Independence Agency. (Compl. ¶ 13.) In order to fulfill the
Michigan Contract, American Toner planned to obtain Lexmark
products from Discover Group, which had purchased them from
Sortek/FPC. (Compl. ¶ 14.) The Michigan Contract provided that
the State of Michigan could cancel the contract "for its
convenience, in whole or part, if the State determines that such
a cancellation is in the State's best interest." (Patton Aff. Ex.
According to plaintiffs, defendant Lexmark had previously
attempted to procure a contract with the State of Michigan.
(Compl. ¶ 15.) Plaintiffs allege that when defendant learned of
American Toner's contract with Michigan, defendant induced the
State of Michigan to discontinue doing business with the
plaintiffs and to breach the Michigan Contract. (Compl. ¶ 16.) Plaintiffs further allege that defendant threatened
Sortek/FPC to cut off all supplies of Lexmark products and revoke
its distributorship agreement if Sortek/FPC continued to provide
Lexmark products to plaintiffs. (Compl. ¶ 17.) According to
plaintiffs, defendant did so in order to render plaintiffs unable
to fulfill the Michigan Contract. (Compl. ¶ 17.) As a result,
Sortek/FPC ceased doing business with plaintiffs and cancelled
all pending orders. (Compl. ¶ 19.)
On April 7, 2003, defendant Lexmark cancelled the Dealer
Agreement with Discover Group and, as a result, American Toner
was unable to fulfill the Michigan Contract. (Compl. ¶¶ 13, 20.)
The State of Michigan subsequently cancelled the Michigan
Contract, which plaintiffs value at $5.569,200.00. (Compl. ¶ 21.)
According to plaintiffs, the efforts by defendant were designed
solely to harm plaintiffs without any justification. (Compl. ¶
24.) Plaintiffs believe that defendant or its distributors have
now begun supplying the State of Michigan with Lexmark products.
(Compl. ¶ 22.) Plaintiffs claim that as a result of defendant's
actions, they have sustained severe financial harm. (Compl. ¶
Plaintiffs have filed this suit against defendant for tortious
interference with contract, tortious interference with business
relationships, and prima facie tort. Defendant now moves this
Court to dismiss the complaint for failure to state a claim upon
which relief can be granted.
When deciding a motion to dismiss pursuant to Federal Rule of
Civil Procedure 12(b)(6), the Court must take all allegations in
the complaint as true and draw all reasonable inferences in favor of plaintiffs. Ortiz v. Cornetta, 867 F.2d 146, 149 (2d
Cir. 1989). A complaint should not be dismissed "unless it
appears beyond doubt that the plaintiff can prove no set of facts
in support of his claim which would entitle him to relief."
Conley v. Gibson, 355 U.S. 41, 45-46 (1957); see also
Easton v. Sundram, 947 F.2d 1011, 1014-15 (2d Cir. 1991).
cert. denied, 504 U.S. 911 (1992).
The Court's consideration of a motion to dismiss pursuant to
12(b)(6) is limited to the factual allegations in the complaint,
documents incorporated by reference in the complaint, matters of
which judicial notice may be taken, and documents either in
plaintiffs' possession or of which plaintiffs had knowledge and
relied on in bringing suit. Brass v. Am. Film Tech., Inc.,
987 F.2d 142, 150 (2d Cir. 1993). When a party "introduces matter
extraneous to the pleadings, the Court must convert the motion to
dismiss into a motion for summary judgment or exclude the
extraneous documents from consideration." AIM Int'l Trading,
L.L.C. v. Valcucine S.P.A., 2003 WL 21203503, at *3 (S.D.N.Y.
May 22, 2003).
Plaintiffs argue that this motion should be converted into a
motion for summary judgment because defendant annexed and
referred to exhibits in its motion that were not included in the
original complaint. (See Patton Aff. Ex. 1-3.) When, however,
"`a plaintiff chooses not to attach to the complaint or
incorporate by reference a [document] upon which it solely relies
and which is integral to the complaint' the court may
nevertheless take that document into consideration in deciding
the defendants' motion to dismiss, without converting the motion
into one for summary judgment." AIM, 2003 WL 21203503, at *3
(in suit for tortious interference with contract, dealership
agreement between parties was not extraneous and was incorporated
by reference in the complaint) (quoting Cortec Indus., Inc. v.
Sum Holding L.P., 949 F.2d 42, 47-48 ...