Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Official citation and/or docket number and footnotes (if any) for this case available with purchase.

Learn more about what you receive with purchase of this case.

ROBBINS & MYERS, INC. v. J.M. HUBER CORPORATION

United States District Court, W.D. New York


October 18, 2004.

ROBBINS & MYERS, INC., Plaintiff,
v.
J.M. HUBER CORPORATION and H. MILTON HOFF, Defendants Third-Party Plaintiffs, v. ROBBINS & MYERS ENERGY SYSTEMS, INC. and BERKELEY FORGE AND TOOL, INC. Third-Party Defendants.

The opinion of the court was delivered by: JOHN T. ELFVIN, Senior District Judge

MEMORANDUM and ORDER*fn1

Robbins & Meyers ("R&M") sued J.M. Huber Corp. ("Huber") and Milton Hoff for, inter alia, fraud arising out of a Stock Purchase Agreement ("the Agreement") dated November 20, 1997 governing R&M's acquisition of the stock of Flow Control Equipment Corp. ("FCE") from defendants. FCE manufactured certain off-specification closures that were allegedly not adequately disclosed by defendants.*fn2 In an Order dated August 23, 2001, this Court denied defendants' motion to dismiss the Complaint. On February 5, 2004 R&M filed a motion seeking leave to file an amended complaint. On March 4, 2004 R&M filed a Notice of Substitution of First Amended Complaint proffering a proposed superceding amended complaint. In an Order dated April 27, 2004, this Court granted R&M's motion seeking leave to file an amended complaint. R&M filed a First Amended Complaint on April 28, 2004 — i.e., the proposed pleading that R&M submitted on March 4, 2004. R&M filed a revised or supplemental First Amended Complaint on April 29 adding certain language in paragraph 44. On May 21, 2004 defendants filed a motion to dismiss seeking dismissal of counts II and V of the First Amended Complaint. This motion was argued and submitted on July 22, 2004. For the reasons set forth below, defendants' motion to dismiss will be denied.

When ruling on a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure ("FRCvP"), this Court "must accept the material facts alleged in the [Amended Complaint] as true and construe all reasonable inferences in the plaintiff's favor."*fn3 Moreover, a motion to dismiss cannot be granted "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."*fn4 Accordingly, this Court must not consider whether the claims will ultimately be successful, but merely "assess the legal feasibility of the [Amended Complaint]."*fn5 Moreover, when reviewing a motion to dismiss, this Court must of course limit its review to the face of the Amended Complaint and documents incorporated therein that are properly subject to judicial notice.*fn6

  As a preliminary matter, this Court must address which document is the operative pleading — the First Amended Complaint filed on April 28 or the revised First Amended Complaint filed on April 29.*fn7 This Court finds that the former is the operative pleading because it is the document that was submitted in conjunction with R&M's motion seeking leave to file an amended complaint.*fn8 Nonetheless, this Court also finds the difference between the two documents to be material. Consequently, to avoid yet another motion seeking leave to file a second amended complaint, — and to avoid having this case litigated based upon a pleading that does not accurately reflect the case being litigated — this Court will grant R&M leave to file the revised First Amended Complaint (hereinafter "the Amended Complaint") nunc pro tunc April 29, 2004.*fn9

  Turning to the merits of defendants' motion to dismiss, defendants seek to dismiss Counts II (negligent misrepresentation) and V (declaratory judgment) of R&M's Amended Complaint. Defendants' motion to dismiss will be denied with respect to Count V for the same reasons this Court denied defendants' motion to dismiss the declaratory judgment claim in the original Complaint. Despite the initial confusion concerning which pleading was operative, the Amended Complaint contains the "more likely to fail" language and defendants' argument for dismissal of Count V is thus undermined. Accordingly, defendants' motion to dismiss Count V will be denied.*fn10

  Defendants' motion to dismiss Count II of the Amended Complaint will be denied. Hoff is not a party to the Agreement. Consequently, his motion to dismiss will be denied because the Exclusive Remedies clause in paragraph 10.6 of the Agreement ("Exclusive Remedies Clause") does not appear to inure to his benefit and defendants have not argued otherwise.*fn11 This Court assumes arguendo that New Jersey law applies with respect to the interpretation of the Exclusive Remedies Clause. Nonetheless, Huber's motion to dismiss will be denied because the Amended Complaint alleges sufficient information to sustain a claim of gross negligence — which may not be subject to an exculpatory clause under New Jersey law.*fn12 Accordingly, this Court will deny defendants' motion to dismiss Count II at this stage.

  Accordingly, it is hereby ORDERED that the First Amended Complaint filed on April 29, 2004 is deemed filed as of that date and that defendants' motion to dismiss is denied.


Buy This Entire Record For $7.95

Official citation and/or docket number and footnotes (if any) for this case available with purchase.

Learn more about what you receive with purchase of this case.