C.I. Energia Solar S.A. E.S. Windows v. Ranger Specialized Glass, Inc. ( 2019 )

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
C.I. ENERGIA SOLAR S.A. E.S. )
WINDOWS, )
)
Plaimiff, )
)
v. ) Civil Case No. 18-503 (RJL)
)
RANGER SPECIALIZED GLASS, )
e”” > rated
) `.
Defe"da“fs- ) ma 25 w
C{serk, U,S. Distri:t €\ Ban!127 F.3d 1121,
1123 (D.C. Cir. 1997) (internal citation omitted). In evaluating a motion to dismiss, the
Court may consider “the facts alleged in the complaint [and] any documents attached to or
incorporated in the complaint….” See Plesha v. Ferguson, 725 F. Supp. 2d 106, 110
(D.D.C. 2010) (citing EEOC v. Sl. Francz`s Xavz`er Parochz'al Sch., l 17 F.3d 621, 624 (D.C.
Cir. 1997)). Here, plaintiff has attached to the complaint documents which are relevant to
the motion to dismiss, including the Payment Bond, Quotation, and Purchase Order. See
Compl., Exs. 2, 3, and 4. l may consider these “without converting the motion [to dismiss]
to one for summary judgment.” Plesha, 725 F. Supp. 2d at llO-ll (internal citation
omitted).
I. Breach of Contract
Plaintiff maintains that it has a contract with Ranger Specialized Glass. As
evidence, plaintiff points to the fact that Quotation for the window systems was sent to
“RangerGlass” at Ranger’s address in Houston, TX, not Ranger East’s address in Virginia.
Pl.’s Opp. at 4 (citing Compl., Ex. 3). Plaintiff also alleges that “Ranger” uses both names
interchangeably, Pl.’s Opp. at 2, 5, and that only Ranger Specialized Glass is registered to
do business in DC, whereas Ranger East is not. Icl. at 2 (citing Compl. at 3-4). Defendant
Ranger Specialized Glass moves to dismiss on the grounds that it cannot be held liable for
any contractual violations under Counts llI or V because (l) it had no contractual
relationship with CIES, and (2) it is not an alter ego of affiliate Ranger East. See Ranger
Specialized Glass’s Reply in Support of Motion to Dismiss (“Def.’s Reply”), at 2~3. For
the following reasons, I agree.
First, there is no direct contract with Ranger Specialized Glass. While it is true that
plaintiffs Quotation for materials was sent to Ranger Specialized Glass’s address in
Houston, TX, parties agree that the Purchase Order was placed by Ranger East. Ial.; Pl.’s
Opp. at 4. The Quotation price of $4,445,495.00 notably differs from the final amount of
$4,430,291.00, so at the very least it appears that the Purchase ()rder represented a counter-
offer that CIES apparently accepted. Compare, Compl., Ex. 3, with Compl., Ex. 4.3
Without a direct contract, plaintiff must pierce the corporate veil to bring any claim against
Ranger Specialized Glass.
Under D.C. law, “[g]enerally, the corporate entity will be respected, but a party may
be permitted to pierce the corporate veil upon proof, that there is (l) unity of ownership
and interest, and (2) use of the corporate form to perpetrate fraud or wrong, or other
considerations of justice and equity justify it.” Esz‘ate of Ralez`gh v. Mitchell, 947 A.2d 464,
470 (D.C. 2008) (internal citation omitted). Although no single factor controls, courts
generally inquire, “whether corporate formalities have been disregarded, (2) whether
corporate funds and assets have been extensively intermingled with personal assets, (3)
inadequate initial capitalization, and (4) fraudulent use of the corporation to protect
personal business from the claims of creditors.”4 Ia’. at 470_71. Ultimately, “[v]eil-
3 The Court declines to unnecessarily reach the merits of whether there is a valid contract
at this time, but suffice it to say that if any contract existed, it was with Ranger East, not
Ranger Specialized Glass.
4 “Although this test generally is used to reach an individual behind a corporation, this
same test has been applied to pierce the corporate veil between two corporations, such as
between parent-subsidiary corporations.” Shapz`ro, Lz'fschl'tz & Schram, P.C. v. Hazara’, 90
5
piercing is an extraordinary procedure that is not to be used lightly,” and the case must
“present[] the extreme circumstances that call for disregard of the corporate form.”
Schattner v. Gz'rard, Inc., 668 F.2d 1366, 1370 (D.C. Cir. 1981).
Plaintiff`s veil-piercing argument here boils down to one allegation: defendants
Ranger Specialized Glass and Ranger East “utilized both names at different times.” Pl.’s
Opp. at 5. Unfortunately for plaintiff, that mere allegation is insufficient to pierce the veil.
See Ivanov v. Sunset Pools Mgmt., Inc., 524 F. Supp. 2d 13, 15 (D.D.C. 2007) (granting
motion to dismiss where plaintiff failed to raise “any specific allegations of [defendant’s]
misuse of the corporate form”).
Courts in this district “ha[ve] specifically held that the joint use of trademarks and
a common marketing image, along with shared executives between two companies, [are]
‘not Sufficient to establish’ alter ego statuS.” Gonzalez v. Intemacl`onal De Elevaa’ores,
S.A., 891 A.2d 227, 238 (D.C. 2006) (quoting Dl`amond Chemical Co. v. Atofma
Chemicals, Inc., 268 F. Supp. 2d 1, 9 (D.D.C. 2003)). Beyond corporate branding, plaintiff
has not alleged that Ranger Specialized Glass and Ranger East used the corporate form “to
perpetuate a fraud or wrong” or that “other considerations of justice and equity” justify
piercing the veil. Estate ofRaleigh, 947 A.2d at 470. Indeed, there is no inequity here, as
plaintiff will still be able to recover for all of its claims against other defendants_including
Ranger East-even if its claims against Ranger Specialized Glass are dismissed. As a
F. supp. 2d 15, 23 n. 6 (D.D.C. 2000).
result, the Court finds no basis to pierce the corporate veil and hold Ranger Specialized
Glass liable for plaintiffs alleged contractual harms. 1 therefore dismiss Counts 111 and V
as to Ranger Specialized Glass.5
II. Unjust Enrichment
While there is no contract with Ranger Specialized Glass, there likely is a contract
with Ranger East. Yet plaintiff contends that it can nevertheless pursue alternative theories
of relief in the form of unjust enrichment Plaintiff is mistaken. Where a contract exists,
an unjust enrichment claim generally is not appropriate because it requires a court to
“displace the terms of that contract and impose some other duties not chosen by the
parties.” Emerine v. Yancey, 680 A.2d 1380, 1384 (D.C. 1996) (internal citation omitted);
see also Harrington v. Trotman, 983 A.2d 342, 346 (D.C. 2009) (“[T]here can be no claim
for unjust enrichment when an express contract exists between the parties.”) (internal
citation omitted). D.C. courts consider “promissory estoppel and unjust enrichment as
remedies for failed agreements,” and “tend not to allow either action to proceed in the
presence of an actual contract between the parties.” Vila v. Inter-Am. Inv., Corp., 570 F.3d
274, 279 (D.C. Cir. 2009); see also Plesha, 725 F. Supp. 2d at 112 (quoting Bloomgarden
v. Coyer, 479 F.2d 201, 210 (D.C. Cir. 1973)) (“There is, of course, no need to resort to [a
quasi~contract] when the evidence sustains the existence of a true contract, either express
or implied in fact.”). lt follows that the claim for unjust enrichment against Ranger
5 By plaintiff’ s own admission, Count V_violation of the D.C. Prompt Payment Act-
presupposes a contract between parties. See Pl.’s Opp. at 8.
7
Specialized Glass, Count IV, should also be dismissed
III. Payment on Bond
Finally, while Ranger Specialized Glass is perhaps a proper party to plaintiffs suit
to recover on the surety bond with Berkley, it not a necessary one. Defendant is correct
that courts generally find that a bond principal is not a necessary party where complete
recovery is possible without the bond principal See, e.g., Ficl. & Deposl`t Co. of Maryland
v. Je]jferson Cty. Comm'n, Civil No. 09-247, 2009 WL 10688424, at *3 (N.D. Ala. Apr. 13,
2009) (“[T]herefore, although El\/IR may be a pr_o@ party to this action, it is not an
indispensable party because the rights and liabilities between F&D and the JCC can be
determined without affecting the rights and liabilities between El\/[R and the JCC.”)
(internal citations omitted, emphasis in original); Atl. Refz`nz'shing & Restoration, Inc. v.
Travelers Cas. & Sur. Co. ofAm., 272 F.R.D. 26, 30 (D.D.C. 2010) (“courts now presume
that the principal is adequately represented by its surety because they both have the ‘same
ultimate objective,’ i.e., to avoid liability on the payment bond.”) (internal citation
omitted). In the context of this suit, the bond provides that CIES may maintain
“independent actions upon this Bond” against either the Principal (Ranger Specialized
Glass) or the Surety (Berkley). Compl., Ex. 2. Therefore, Ranger Specialized Glass is not
a necessary party for relief and 1 will dismiss Count 11 as to Ranger Specialized Glass.
CONCLUSION
For the foregoing reasons, the Court GRANTS Defendant Ranger Specialized
Glass’s Motion to Dismiss [Dkt. # 12] for failure to state a claim under Rule l2(b)(6). An
Order consistent with this decision accompanies this l\/Iemorandum Opinion.
RiCHARIQg-§izoi\r
United State istrict Judge