Spring Lake Pork, LLC v. Great Plains Management, LLC

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI NORTHERN DIVISION SPRING LAKE PORK, LLC, ) ) Plaintiff, ) ) v. ) Case No. 2:19 CV 18 CDP ) GREAT PLAINS MANAGEMENT, ) LLC, ) ) Defendant and Third-Party ) Plaintiff, ) ) v. ) ) SWINE MANAGEMENT SERVICES, ) LLC, ) ) Third-Party Defendant. ) MEMORANDUM AND ORDER Plaintiff Spring Lake Pork (SLP) brings contract and tort actions against Great Plains Management (GPM), which had entered a “Management Agreement” with plaintiff relating to the operation of a pig farm and breeding facility in Curryville, Missouri. Great Plains in turn filed a counterclaim against Spring Lake. Great Plains also filed a third-party complaint against Swine Management Services (SMS), seeking indemnity and/or contribution in the event it is found liable to Spring Lake. Great Plains alleges that Swine Management also performed management services for Spring Lake, and did so negligently, thus causing the damages that Spring Lake seeks from Great Plains. Swine Management moves to dismiss the third-party complaint under Fed. R. Civ. P. 12(b)(6).1 Having reviewed GPM’s third-party complaint in light of the relevant standard,2 I will permit its claim to proceed.

To state a claim for negligence under Missouri law, “the plaintiff must allege that the defendant had a duty of care to protect the plaintiff from injury, the defendant failed in performing the duty, and the defendant's failure proximately caused harm to the plaintiff.” A.O.A. v. Rennert, 350 F. Supp. 3d 818, 840 (E.D.

Mo. 2018) (citing Lopez v. Three Rivers Elec. Co-op., Inc., 26 S.W.3d 151, 155

It need not contain “detailed factual allegations,” but it must contain facts with enough specificity “to raise a right to relief above the speculative level.” Twombly, 550 U.S. at 555. The issue in determining a Rule 12(b)(6) motion is not whether the plaintiff will ultimately prevail, but whether he is entitled to present evidence in support of the claim. See Skinner v. Switzer, 562 U.S. 521, 529-30 (2011) (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1974)). (Mo. banc 2000)). Great Plains alleges Spring Lake retained Swine Management to “perform certain management services” at SLP’s facility, and that its managerial role “was at all times superior to that of GPM . . . .” Id. GPM further alleges SMS acted negligently in four different ways,3 and that SMS’s negligence proximately caused SLP’s damages.

In opposition, Swine Management contends that it did not owe any duty of care to Spring Lake regarding the management of the facility. Swine Management filed, in support of its motion, a “Service Agreement” between it and SLP, which SMS contends shows that its role was limited to “[providing] production and financial reports—nothing more.” ECF 20 at pg. 5; see Service Agreement, ECF 21-1, Ex. A. Alternatively, Swine Management alleges that Great Plains was “the exclusive manager of [Spring Lake’s facility]” under the contract between SLP and GPM, so any duty SMS may have owed (or breached) to SLP was independent of GPM’s contractual obligations.

First, to the extent GPM argues that I cannot consider the service agreement on this motion to dismiss, GPM is incorrect. Courts may consider documents

Mattes v. ABC Plastics, Inc., 323 F.3d 695, 697 n. 4 (8th Cir. 2003); see also Stahl v. U.S. Dep't of Agric., 327 F.3d 697, 700 (8th Cir. 2003) (“In a case involving a contract, the court may examine the contract documents in deciding a motion to dismiss.”). GPM’s third-party complaint alleges that the services Swine Management performed for Spring Lake “were either defined by a contract between SLP and SMS or otherwise agreed upon by those parties.” ECF 8 at p. 28, ¶4. This is sufficient to “reference” the service agreement, so I may consider it and need not convert SMS’s motion to dismiss into a motion for summary judgment. See Gorog v. Best Buy Co., 760 F.3d 787, 792 (8th Cir. 2014).

But the service agreement does not dictate the outcome of this motion.

Assuming the truth of Great Plains’ factual allegations and giving GPM the benefit of all reasonable inferences, GPM has alleged sufficient facts to support a reasonable inference that SMS can be held liable for the alleged negligent acts.

Neither Swine Management’s service agreement with Spring Lake, nor the agreement between SLP and GPM, establish that SMS’s responsibilities at SLP’s facility were exclusively limited to generating reports. Moreover, the third-party complaint alleges that “SMS performed a role at the Facility which was at all times superior to that of GPM and performed services which had a direct impact upon the productivity and profitability of the Facility.” ECF 8 at p. 29, ¶ 5. Great Plains alleges that it cannot be more specific without discovery, but it represents in its brief that it already has emails and other documents that provide support for the allegations. These allegations are sufficient for the third-party claim to proceed; a party is not required to prove its allegations in its pleadings, and Swine Management’s service agreement cannot, on its own, form a basis for dismissal of the third-party complaint.

In sum, the existence and scope of Swine Management’s managerial duties at Spring Lake’s facility, as well as the interrelation and hierarchy between the respective obligations of Great Plains and Swine Management pertaining to the services they performed at the facility, involve factual questions which are more properly resolved after the parties have had a full opportunity to conduct discovery.

Accordingly, IT IS HEREBY ORDERED that third-party defendant Swine Management Services’ Motion to Dismiss [19] is DENIED.

The Rule 16 scheduling conference remains set for December 20, 2019 at 10:30 AM. Third-party defendant is reminded of its obligation to answer the third- party complaint within the time set by the rules.

futhn. 0 Lou.

CATHERINE D.PERRY // UNITED STATES DISTRICT JUDGE Dated this 3rd day of December, 2019.