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Wall Street Systems Sweden Ab v. Hertz Global Holdings, Inc.

United States District Court, S.D. New York

January 13, 2015

WALL STREET SYSTEMS SWEDEN AB, Plaintiff,
v.
HERTZ GLOBAL HOLDINGS, INC., Defendant.

OPINION & ORDER

KATHERINE B. FORREST, District Judge.

On September 26, 2014, Wall Street Systems Sweden AB ("plaintiff" or "Wall Street Systems") filed this diversity action for breach of contract against Hertz Global Holdings, Inc. ("defendant" or "Hertz"). (ECF No. 1 ("Compl.").) Hertz filed an Answer on November 12, 2014. (ECF No. 10.) On December 4, 2014, Hertz filed a motion for judgment on the pleadings under Rule 12(c) of the Federal Rules of Civil Procedure. (See ECF Nos. 13-16.) That motion became fully briefed on December 23, 2014. For the reasons set forth below, the motion is GRANTED.

I. BACKGROUND[1]

On November 10, 2009, the parties entered into a written subscription agreement (the "Subscription Agreement" or the "Agreement") under which Wall Street Systems agreed to provide Hertz with access to an electronic treasury management service (the "treasury service") in exchange for periodic fees. (See Compl. ¶¶ 1, 8, 9.) Hertz subsequently executed a Services Order Form ordering assistance in implementing the service. (See id. ¶¶ 1, 10.)

The Subscription Agreement, which is attached to and incorporated by reference in the Complaint, provides for a three-year initial subscription period, commencing on November 10, 2009. (See Compl. Ex. A ("SA") at 1.) Paragraph 11 (the "termination provision") sets forth the procedure for terminating the Agreement. It states, in relevant part:

The Agreement shall become effective once duly signed by both parties and shall continue in effect for the Subscription Period set forth herein. After the initial Subscription Period, the Agreement shall be automatically extended for consecutive additional 12-month periods at an increase of 3%, unless terminated earlier by either party providing 90 days written notice of termination prior to the expiration of the then current Subscription Period.

(Id. at 5.)

On August 6, 2012, Hertz terminated the Agreement in accordance with Paragraph 11 by providing Wall Street Systems with at least 90 days written notice of termination prior to the expiration of the initial subscription period. (Answer and Jury Demand ("Ans.") ¶ 30, ECF No. 10.)

On September 30, 2012, after Hertz's notice of termination, Wall Street Systems issued Invoice No. 5008160 (the "September 30, 2012 Invoice") prospectively charging Hertz $204, 506.39 for access to the treasury service for the period between November 10, 2012 and November 9, 2013. (See Compl. ¶ 11, Ex. C.) Hertz did not pay anything on the September 30, 2012 Invoice. (See id. ¶¶ 14-15.)

On September 26, 2014, Wall Street System brought this action to recover the payments due on the September 30, 2012 Invoice and two other invoices issued to Hertz.[2] The Complaint asserts two breach-of-contract claims-one under the Subscription Agreement and another under the related Services Order Form.[3]

On December 4, 2014, Hertz filed a Rule 12(c) motion for judgment on the pleadings as to the September 30, 2012 Invoice. Hertz argues that plaintiff is not entitled to payment on the September 30, 2012 Invoice because that invoice prospectively charges Hertz for a subscription period postdating Hertz's termination of the Agreement. Hertz's motion is the subject of this Opinion & Order.

II. LEGAL STANDARDS

A. Rule 12(c)

"After the pleadings are closed-but early enough not to delay trial-a party may move for judgment on the pleadings." Fed.R.Civ.P. 12(c). "The standard for granting a Rule 12(c) motion for judgment on the pleadings is identical to that of a Rule 12(b)(6) motion for failure to state a claim." Patel v. Contemporary Classics of Beverly Hills, 259 F.3d 123, 126 (2d Cir. 2001) (citations omitted). The court must accept as true all factual allegations contained in the complaint and draw all reasonable inferences in the non-moving party's favor. Bank of New York v. First Millennium, Inc., 607 F.3d 905, 922 (2d Cir. 2010). "To survive a Rule 12(c) motion, the complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Id . (quoting Hayden v. Paterson, 594 F.3d 150, 160 (2d Cir. 2010)). "A claim has facial plausibility when the plaintiff pleads ...


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