United States District Court, D. Arizona
RED EQUIPMENT PTE LTD., a Singapore private limited company, Plaintiff/counterdefendant,
BSE TECH, LLC, a Delaware limited liability company; and BOSTON SEMI-EQUIPMENT, LLC, a Delaware limited liability company, Defendants/counterclaimants. BSE TECH, LLC, a Delaware limited liability company; and BOSTON SEMI-EQUIPMENT, LLC, a Delaware limited liability company, Third-party plaintiffs,
LONE STAR LITHOGRAPHY, LLC, a Texas limited liability company, and OBIE ROOKER, Third-party defendants.
Motion to Dismiss
H. RUSSEL HOLLAND, District Judge.
Third-party defendants move to dismiss the third-party complaint against them. This motion is opposed. Oral argument was requested and has been heard.
Third-party plaintiffs are BSE Tech, LLC and Boston Semi Equipment LLC (hereinafter referred to collectively as "BSE"). Third-party defendants are Obie Rooker and Lone Star Lithography, LLC.
Rooker is alleged to be a resident of Texas "who, upon information and belief, is a managing member and the registered agent for Lone Star. In the alternative, upon information and belief, ... Rooker is the Director of Operations for" plaintiff Red Equipment PTE Ltd. BSE alleges that "[p]ursuant to Rule 19, Lone Star and Rooker are necessary and/or indispensable parties...."
"BSE's... business involves the aftermarket sale and leasing of used and refurbished semiconductor equipment (tools') in the United States and abroad." "BSE's transactions regularly require the shipment of tools from one location, such as a semiconductor fabrication plant (commonly known as a fab') to the facilities of a buyer, lessee or sub-lessee who will often be the new end-user of the tools...." "[S]hipment is a complex process, and requires multiple steps to occur to ensure that the delivery was performed properly and without damage to the tools." "Typically, tools must be de-installed and affixed with a specialized shipping kit, then crated, prior to shipment."
In January 2013, BSE, through purchase orders and statements of work, entered into an agreement with Red Equipment for the de-installation of certain tools manufactured by Nikon. Red Equipment was also to affix the specialized shipping kits to the Nikon Tools. BSE alleges that the "de-installation and shipping kit services for the Nikon Tools were performed by a team comprising, inter alia, and upon information and belief, of R[ed Equipment], Lone Star, and Rooker, acting under the aegis, direction and/or supervision of R[ed Equipment]."
BSE alleges that upon arrival of some of the Nikon Tools in California, it was discovered that "certain Nikon Tools had sustained substantial damage." More specifically, BSE alleges that some of the Nikon Tools arrived "with shipping kits and fixture bolts not properly locked in place." BSE further alleges that some of the Nikon Tools that were still in Japan have been uncrated and "a number of deficiencies" have been uncovered. BSE alleges that these deficiencies include screws not being tightened to torque specifications, missing lock washers, missing Avis brackets, and the installation of incorrect bracketing.
BSE asserts two claims against Rooker and Lone Star, a claim for gross negligence (count III) and a claim for negligence (count IV). BSE alleges that Rooker and Lone Star breached "the standard of care in the tool de-installation and shipping kit industry" and that as a result of this breach, BSE has suffered a "loss of revenue, profits, benefits, business opportunities and reputation[.]"
Pursuant to Rule 12(b)(6), Federal Rules of Civil Procedure, Rooker and Lone Star now move to dismiss the claims BSE has asserted against them.
"Rule 12(b)(6) is read in conjunction with Rule 8(a), which requires not only fair notice of the nature of the claim, but also grounds on which the claim rests.'" Zixiang Li v. Kerry , 710 F.3d 995, 998-999 (9th Cir. 2013) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 556 n. 3 (2007)). "To 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. at 999 (quoting Ashcroft v. Iqbal , 556 U.S. 662, 678 (2009)). "A claim is facially plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.'" Id . (quoting Iqbal , 556 U.S. at 678). "The plausibility standard requires more than the sheer possibility or conceivability that a defendant has acted unlawfully." Id . "Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility of entitlement to relief.'" Id . (quoting Iqbal , 556 U.S. at 678). "Dismissal under Rule 12(b)(6) is proper only when the complaint either (1) lacks a cognizable legal theory or (2) fails to allege sufficient facts to support a cognizable legal theory." Id.
As an initial matter, Rooker and Lone Star are not proper third-party defendants. "Fed.R.Civ.P. 14(a) allows a defending party to bring in as a third-party defendant a person not a party to the action who is or may be liable to him for all or part of the plaintiff's claim against him.' Thus, a third-party claim may be asserted only when the third party's liability is in some way dependent on the outcome of the main claim and is secondary or derivative thereto." Stewart v. Amer. Int'l Oil & Gas Co. , 845 F.2d 196, 199 (9th Cir. 1988). "The crucial characteristic of a Rule 14 claim is that defendant is attempting to transfer to the third-party defendant the liability asserted against him by the original plaintiff. The mere fact ...