United States District Court, N.D. Texas, Fort Worth Division
MEMORANDUM OPINION AND ORDER
McBRYDE UNITED STATES DISTRICT JUDGE.
for consideration the motion of defendant, Lowe's Home
Centers, LLC, to dismiss. The court, having considered the
motion, the response of plaintiff, North Presidio, LLC, the
reply, and the applicable authorities, finds that the motion
should be granted.
initiated this action by the filing of its original petition
in the 153rd Judicial District Court of Tarrant County,
Texas. Doc. 1 at Ex. A-2. Defendant removed this
action to this court by notice of removal filed March 18,
2019. Doc. 1, On April 18, 2019, the court ordered the
parties to replead and drew plaintiff's attention
specifically to the pleading requirements of Rules 8(a} and
9(b) of the Federal Rules of Civil Procedure. Doc. 11 at 2
n.2. Plaintiff then filed an amended complaint on May 6,
2019, doc. 14, in which it alleged:
owns property and intends to develop it into a large
mixed-use development. See id. at 2, ¶ 4.
Plaintiff initially bought the property, in large part, due
to information from defendant's broker that it was
interested in being an anchor tenant. Id. at ¶
6. Plaintiff negotiated to lease part of the property (the
"Lowe's Tract") to defendant on which a
Lowe's store would be developed. Id. Much of
plaintiff's planning and design of the development was
centered around the contemplated store. Id. at 3,
¶ 6. As a result of the negotiations, plaintiff and
defendant entered into an Agreement to Enter into Ground
Lease dated June 23, 2017 (the "Agreement").
Id. at ¶ 8. Pursuant to the Agreement,
defendant agreed to enter into a ground lease (the
"Lease") for the Lowe's Tract upon certain
conditions being met, including plaintiff's securing of
certain governmental approvals, satisfactory inspections, and
delivery of acceptable title and survey. Id. at
¶ 9. All of those conditions were met. Id. at
7, ¶ 18. The Agreement also contemplated that the
parties would enter into an Easements, Covenants, Conditions
and Restrictions ("ECCR") agreement and a Site
Development Agreement ("SDA"), pursuant to which
plaintiff would perform site work on the Lowe's Tract.
Id. at 3-4, ¶ 9. The Agreement also provides
that plaintiff agreed to comply with defendant's
development criteria for any work done prior to closing and
the SDA's execution, and defendant gave those criteria to
plaintiff. Id. at 4, ¶ 10. In addition, the
Agreement states that the SDA would require defendant to
reimburse plaintiff for its share of the project costs up to
$4, 320, 000. Id.
spent considerable funds and resources to ensure that the
property was developed according to defendant's
development criteria. Id. at ¶ 11. The parties
communicated weekly about the site development work, and
during those communications, plaintiff regularly asked
defendant' to confirm that the work was being done
according to its requirements. Id. at 5, ¶ 12.
During a number of those conversations, defendant affirmed
that it assented to the terms of the SDA, drafts of which
were being exchanged. Id. Based upon defendant's
frequently-stated intention to consummate the Agreement and
enter into the Lease, ECCR, and SDA, plaintiff spent
substantial funds and resources to develop the property in a
way that would accommodate the contemplated work on the
Lowe's Tract and entered into leases with other tenants,
including two that were conditioned upon defendant becoming a
tenant in the development. Id. at 5-6, ¶ 12.
August 3, 2018, plaintiff sent defendant final versions of
the Lease, ECCR, and SDA for execution. Id. at 6,
¶13. In an email dated August 2018 and sent September 6,
2018, defendant told plaintiff that it did not intend to move
forward with the closing of the Lease. See id. at 6,
¶ 14. The email referenced a conversation the
previous day between "Mr. Stoner" and "Mr. De
la Vega," plaintiff's principal, in which "Mr.
Stoner" told "Mr. De la Vega" that defendant
was not moving forward due to "change in
leadership." Id. Defendant ignored
plaintiff's request for reimbursement for certain site
work and refused to agree to the release of defendant's
$50, 000 earnest money deposit. Id. at 6, ¶ 15.
brought four causes of action against defendant, which the
court is simplifying as follows:
One is a breach of contract claim based on plaintiff's
allegation that defendant breached the Agreement by refusing
to enter into the Lease, ECCR, and SDA. Id. at 7,
¶ 20. Plaintiff alleged that it incurred over $6 million
in damages from defendant's breach. Id.
Plaintiff brought the following three claims in the
alternative in case the court did not find the SDA to be
Two is a quantum meruit claim based on plaintiff's
allegation that it performed site work for defendant, and
defendant accepted, used, and enjoyed the site work and was
■ reasonably notified that plaintiff expected
compensation for it. Id. at 8-9, ¶ 26.
Three is a promissory estoppel claim based on plaintiff's
allegation that it detrimentally relied on defendant's
promise to reimburse it for the site work. Id. at 9,
Four is a fraud by non-disclosure claim based on
plaintiff's allegation that defendant failed to disclose
that it would not proceed with opening the planned Lowe's
store, despite having a duty to do so, to induce plaintiff to
perform the site work. Id. at 10 ¶ 33.
of the Motion
moved to dismiss plaintiff's breach of contract claim for
failure to state a claim upon which relief can be granted to
the extent plaintiff seeks damages in excess of $50, 000 plus
accrued interest. Defendant also moved to dismiss
plaintiff's quantum meruit, promissory estoppel, and
fraud claims for failure to state a claim upon which relief
can be granted.
8(a)(2) of the Federal Rules of Civil Procedure provides, in
a general way, the applicable standard of pleading. It
requires that a complaint contain "a short and plain
statement of the claim showing that the pleader is entitled
to relief," Fed.R.Civ.P. 8(a)(2), "in order to give
the defendant fair notice of what the claim is and the
grounds upon which it rests," Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007) (internal quotation
marks and ellipsis omitted). Although a complaint need not
contain detailed factual allegations, the "showing"
contemplated by Rule 8 requires the plaintiff to do more than
simply allege legal conclusions or recite the elements of a
cause of action. Id. at 555 & n.3. Thus, while a
court must accept all of the factual allegations in the
complaint as true, it need not credit bare legal conclusions
that are unsupported by any ...