Wolf Creek Railroad LLC v. American Ordnance LLC

Summary

The United States District Court for the Western District of Tennessee grants American Ordnance LLC's Rule 12(b)(6) motion to dismiss Wolf Creek Railroad LLC's amended complaint. The court holds that the Tenant Use Agreement does not require American Ordnance to pay damages or pursue a pass-through claim under FAR Part 49 following a government convenience termination, and that the complaint therefore fails to plausibly allege breach of contract or breach of the implied covenant of good faith and fair dealing. The court also dismisses the declaratory and injunctive relief claims and denies Wolf Creek's request to amend.

Holdings

1. Wolf Creek failed to state a breach-of-contract claim because the plain language of section 13, including section 13(d)'s incorporation of FAR Part 49, did not require American Ordnance to pay damages directly to Wolf Creek or sponsor a pass-through claim after a termination for Government convenience.
2. Section 13 was unambiguous, and its plain language governed without discovery into the parties' subjective intent.
3. The implied-covenant claim failed because Wolf Creek failed to plead a breach of contract, and the declaratory-judgment and injunctive-relief claims failed because those remedies do not create independent causes of action absent a viable substantive claim.
4. The request for leave to amend was denied because a bare request in an opposition to dismissal, without identifying the grounds for amendment, is not a motion to amend under Rule 15(a).

Questions Presented

1. Whether Wolf Creek plausibly alleged that American Ordnance breached the Tenant Use Agreement by refusing to pay Wolf Creek's termination-related damages or pursue a pass-through claim under Federal Acquisition Regulation Part 49.
2. Whether the agreement's termination provisions were ambiguous so that extrinsic evidence or discovery was required before dismissal.
3. Whether Wolf Creek could maintain an implied-covenant claim, declaratory-judgment claim, or request for injunctive relief after failing to state a breach-of-contract claim.
4. Whether Wolf Creek's bare request for leave to amend in its opposition constituted a motion to amend under Federal Rule of Civil Procedure 15(a).

Disposition

dismissed