Case 1:14-cv-22131-BB Document 21 Entered on FLSD Docket 10/01/14 12:45:48 Page 1 of 18 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA Case No. 14-CIV-22131-BLOOM/Valle R/V BEACON, LLC, Plaintiff, v. UNDERWATER ARCHEOLOGY & EXPLORATION CORP., JOHN CHATTERTON, and JOHN MATTERA, Defendants. ________________________________/ ORDER ON DEFENDANT’S MOTION TO DISMISS This matter is before the Court upon Defendant John Chatterton’s Motion to Dismiss, ECF No. [9]. The Court has reviewed the Motion, all opposing and supporting filings, and the record in this case, and is otherwise fully advised in the premises. For the reasons that follow, the Court now grants Defendant’s Motion. I. BACKGROUND1 Plaintiff R/V Beacon, LLC (“Beacon”) is a Louisiana corporation which owns and operates the 98-foot R/V Beacon (“the Vessel”), a vessel equipped for research and salvage operations, including treasure salvage. ECF No. [1] at ¶¶ 3-4. On March 8, 2011, Beacon entered into a three-year contract (“the Charter”) with Defendant Underwater Archaeology & Exploration Corp. (“Underwater”), wherein Underwater agreed to charter the Vessel for use in a 1 The facts are garnered from Plaintiff’s Complaint and attached documentation, ECF No. [1]. 1 Case 1:14-cv-22131-BB Document 21 Entered on FLSD Docket 10/01/14 12:45:48 Page 2 of 18 treasure hunting enterprise.2 See id. at ¶¶ 9, 11. The enterprise allegedly commenced during the summer and fall of 2011, when Underwater began treasure hunting operations in the Dominican Republic. Id. at ¶ 20. Despite supposedly making several finds, in the winter of 2011, the salvage operation came to a halt, placing a strain on the relationship between the parties. Pursuant to the Charter, Underwater was required to pay Beacon twenty-percent of the value of all nongovernmental treasure recovered. Id. at ¶ 12. As Beacon’s success on the Charter was directly tied with Underwater’s treasure capture, it was in Beacon’s best interest that the operation be a productive one. Accordingly, the Charter included terms which required Underwater to “actively utilize the vessel on as many days as possible” to recover treasure. See id. at ¶ 11. Although use of the Vessel was seemingly required under the Charter, the Vessel has not left port since December 10, 2011. Id. at ¶ 25. That is not to say that there has not been contact between the parties; in fact, throughout 2011, 2012, and 2013, significant communication occurred regarding the state of the Vessel and the need for various repairs. Although the Charter states that Underwater had “inspected the Vessel and found it to be in acceptable condition for its intended use, and in every respect seaworthy,” Defendant Chatterton allegedly began demanding that Beacon pay for improvements and repairs shortly after taking possession of the Vessel. Id. at ¶¶ 49, 51-52. The Charter provides for the upkeep of the Vessel, specifically, Underwater is responsible for all costs related to operation and maintenance of the Vessel; however, hull, engine, and other major repairs are relegated to Beacon as owner. Id. at ¶¶ 10, 15. While Beacon contends that it was not contractually obligated to make such improvements, it nonetheless made several payments to Underwater in 2 Although the Complaint does not make such facts readily apparent, it appears that Defendants John Chatterton (“Chatterton”) and John Mattera (“Mattera”) are officers and/or owners of Defendant Underwater Archeology & Exploration Corp. 2 Case 1:14-cv-22131-BB Document 21 Entered on FLSD Docket 10/01/14 12:45:48 Page 3 of 18 April 2011, totaling $12,450.52, and purchased a new twenty-horsepower motor for the Vessel’s skiff. See id. at ¶¶ 53-55. In March 2012, Defendant Mattera wrote to Beacon, indicating that further upgrades needed to occur before salvage operations could resume. Id. at ¶¶ 30-31, 59. Several months later, with exploration still on hiatus, Defendant Mattera informed Beacon that the vessel was too expensive to operate and demanded that Beacon make more repairs. Id. at ¶¶ 31-33, 58-60. Again, Beacon obliged, sending Underwater $7,000.00 for the replacement of a diesel generator, and $8,000.00 for other expenses. See id. at ¶¶ 62-63, 65-66. Underwater also claimed to have spent approximately $15,000.00 on other repairs. Id. at ¶ 69. Beacon again compensated Underwater, sending two payments of $8,000.00. Id. at ¶ 70. Finally, in 2013 Beacon sent Defendant Mattera approximately $3,000.00 to replace the Vessel’s air conditioning unit. Id. at ¶¶ 72-75. Beacon’s willingness to pay for the aforementioned repairs stemmed from its hope that treasure hunting operations would not be further delayed. See id. at ¶ 53. Nonetheless, in November 2013, Beacon came to the realization that Underwater had no intention to resume operations and had effectively abandoned the Vessel in the Dominican Republic. Id. at ¶ 36. After inspection, Beacon discovered that many of the repairs that Underwater claims to have completed were not made, most conspicuously, the air conditioning unit and diesel generator had not been replaced. See id. at ¶¶ 67, 76-78. Beacon was also unable to locate the twenty- horsepower skiff engine. Id. at ¶ 56. To this day the Vessel remains in the Dominican Republic in defiance of the Charter’s requirement that Underwater return the Vessel to port in Bayou Le Batre, Alabama, at the expiration of the arrangement. See id. at ¶¶ 13, 39-41. Presently, Beacon labors under the belief that Underwater’s claims that it invested money in repairing the Vessel were entirely fraudulent. 3 Case 1:14-cv-22131-BB Document 21 Entered on FLSD Docket 10/01/14 12:45:48 Page 4 of 18 Id. at ¶ 77. Day by day, Beacon continues to accrue damages based on moorage and caretaker fees. See id. at ¶¶ 81-86. Accordingly, Beacon commenced the instant litigation, asserting claims for breach of contract (Counts I and II) and breach of oral contract (Count III) against all Defendants, as well as fraud (Count IV) against Defendants Chatterton and Mattera, individually. See id. at ¶¶ 80-115. II. LEGAL STANDARD A pleading in a civil action must contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). While a complaint “does not need detailed factual allegations,” it must provide “more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007); see Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (explaining that Rule 8(a)(2)’s pleading standard “demands more than an unadorned, the-defendant- unlawfully-harmed-me accusation”). Nor can a complaint rest on “‘naked assertion[s]’ devoid of ‘further factual enhancement.’” Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 557 (alteration in original)). The Supreme Court has emphasized “[t]o survive a motion to dismiss a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Id. (quoting Twombly, 550 U.S. at 570). When reviewing a motion to dismiss, a court, as a general rule, must accept the plaintiff’s allegations as true and evaluate all plausible inferences derived from those facts in favor of the plaintiff. See Chaparro v. Carnival Corp., 693 F.3d 1333, 1337 (11th Cir. 2012); Miccosukee Tribe of Indians of Fla. v. S. Everglades Restoration Alliance, 304 F.3d 1076, 1084 (11th Cir. 2002). While the Court is required to accept all of the allegations contained in the complaint and exhibits attached to the pleadings as true, this tenet is inapplicable to legal conclusions. Iqbal, 556 U.S. at 678; Thaeter 4 Case 1:14-cv-22131-BB Document 21 Entered on FLSD Docket 10/01/14 12:45:48 Page 5 of 18 v. Palm Beach Cnty. Sheriff’s Office, 449 F.3d 1342, 1352 (11th Cir. 2006). The Supreme Court was clear that courts “are not bound to accept as true a legal conclusion couched as a factual allegation.” Twombly, 550 U.S. at 555. III. DISCUSSION Defendant Chatterton now seeks to dismiss those claims brought against him. See ECF No. [9]. More specifically, Chatterton asserts that the breach of contract claims must be dismissed because he is not a party to the Charter, and the fraud claim is both barred by the maritime economic loss rule and has not been pled with sufficient particularity as required by Federal Rule of Civil Procedure 9(b). See id. The Court addresses these arguments in turn. A. Breach of Contract and Piercing the Veil Although Beacon’s claims for breach of the Charter, as well as breach of the oral contract are seemingly directed against Underwater, Beacon utilizes “Defendants” throughout the Counts and includes Defendants Chatterton and Mattera in the “wherefore clause.” See ECF No. [1] at ¶¶ 80-101. The Charter states, THIS CHARTER PARTY is entered into between RV Beacon, LLC (hereinafter referred to as “OWNER”), whose address is P.O. Box 967, Mohegan Lake, New York 10547, and Underwater Archaeology and Exploration Corp., (hereinafter referred to as “CHARTERER”), whose address is 1825 Ponce de Leon Boulevard, #324, Coral Gables, Florida 33134. See id. at 15 (emphasis added). At no point does the Charter make mention of either Defendant Chatterton or Defendant Mattera. It is axiomatic that a contract cannot bind a nonparty. See Whetstone Candy Co. v. Kraft Foods, Inc., 351 F.3d 1067, 1073 (11th Cir. 2003) (“Generally, a contract does not bind one who is not a party to the contract, or who has not in some manner agreed to accept its terms.”); see also E.E.O.C.