United States District Court, D. Minnesota
MEMORANDUM AND ORDER
A. MAGNUSON UNITED STATES DISTRICT COURT JUDGE
matter is before the Court on Plaintiff's Motion to
Dismiss Amended Counterclaims and Defendants' Motion to
Amend. For the following reasons, the Motion to Dismiss is
granted and the Motion to Amend is denied.
full factual background is set forth in an earlier Order and
will not be repeated here. (Order (Docket No. 25)). In early
2018, Plaintiff MN Airlines, LLC d/b/a Sun Country Airlines
(“Sun Country”) entered into a contract for
ground-handling services at MSP airport with Defendant Global
Aviation Services USA, Inc (“Global”). (Compl.
(Docket No. 1-1) ¶ 3.) Ground-handling services include
baggage handling, customer check-in, aircraft servicing,
ground staff, and loading and unloading cargo. (Id.
¶ 2.) Sun Country alleges that Global failed to perform,
and that failure resulted in flight delays, lost baggage, and
customer complaints. (Id. ¶ 4.) Sun Country
claims breach of contract against Global, and fraud against
Global and its CEO, Defendant Carmel Borg.
filed three counterclaims, alleging breach of contract and
defamation. (Docket No. 27.) Sun Country filed a Motion to
Dismiss the counterclaims, but rather than opposing that
Motion, Defendants instead filed an Amended Answer and
Counterclaims, alleging breach of contract and defamation.
(Am. Answer (Docket No. 33.) Sun Country subsequently filed
the instant Motion to Dismiss. (Docket No. 36.) Along with a
Memorandum in Opposition, Defendants filed a Motion to Amend
Counterclaims, should the Motion to Dismiss be granted.
(Docket No. 41.)
Motion to Dismiss
survive a motion to dismiss under Rule 12(b)(6), a complaint
need only “contain sufficient factual matter, accepted
as true, to ‘state a claim to relief that is plausible
on its face.'” Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007)); see also Fed.R.Civ.P.
12(b)(6). A claim bears facial plausibility when it allows
the Court “to draw the reasonable inference that the
defendant is liable for the misconduct alleged.”
Iqbal, 556 U.S. at 678. When evaluating a motion to
dismiss under Rule 12(b)(6), the Court must accept plausible
factual allegations as true. Gomez v. Wells Fargo Bank,
N.A., 676 F.3d 655, 660 (8th Cir. 2012). But
“[t]hreadbare recitals of the elements of a cause of
action, supported by mere conclusory statements, ” are
insufficient to support a claim. Iqbal, 556 U.S. at
stage, the Court assumes the allegations in the Amended
Counterclaims are true and views them in the light most
favorable to Global and Borg. See Miller v. Redwood
Toxicology Lab., Inc., 688 F.3d 928, 933 n.4 (8th Cir.
2012). Sun Country asks the Court to dismiss both of
Defendants' amended counterclaims for breach of contract
Breach of Contract
alleges that Sun Country “set up [Global] to fail at
the outset of the contractual relationship.” (Am.
Answer ¶ 122.) Sun Country contends Global has failed to
plead with the requisite specificity to survive a 12(b)(6)
motion. To state a breach of contract claim, Global must show
that: (1) a contract was formed; (2) Global performed any
conditions precedent; (3) Sun Country materially breached the
contract, and (4) Global suffered damages. Parkhill v.
Minn. Mut. Life Ins. Co., 174 F.Supp.2d 951, 956 (D.
Minn. 2000) (Doty, J.).
references an “understanding that Sun Country would
pay” for a staffing company because Sun Country
directed Global to hire the company. (Id. ¶
130-31.) But an understanding is not a contract. Global does
not plead the elements of a contract claim and omits any
contractual language beyond referencing “section 3.1 of
the agreement and its representation” that Sun Country
would pay for the staffing company. (Id. ¶
131.) Global's Opposition Memorandum adds that Sun
Country breached the implied covenant of good faith and fair
dealing by “unjustifiably hindering Global's
performance from the outset.” (Defs. Opp'n Mem. at
4.) A breach of the implied covenant of good faith and fair
dealing, though, is not a breach of contract. Furthermore,
Sun Country's claim lacks plausibility because had Sun
Country set up Global to fail, Sun Country would have faced
the backlash of customers upset with the airline. Sun
Country's Motion is granted as to Counterclaim I.
Defendants bring this counterclaim, alleging that Sun Country
defamed Borg and Global “to the media, to relevant
individuals within the airline industry, ” and even in
this lawsuit regarding Global's “work at the MSP
airport.” (Am. Answer ¶ 139.) But, Global and Borg
claim that they are “not yet aware of what specific
individuals made each of the false statements, though ...