J. CLINT ROBERTSON, Plaintiff,
STEVEN MAURO; HEIDI MAURO, husband and wife, AND THE MARITAL COMMUNITY THEREOF; JANE/JOHN DOES, I-V, Defendants.
MEMORANDUM DECISION AND ORDER
CANDY W. DALE, District Judge.
Defendants Steven and Heidi Mauro filed on April 3, 2013, a motion to dismiss counts one, two, four, and five of Plaintiff Clint Robertson's eleven count Complaint, as well as to dismiss Heidi Mauro as a named defendant. The motion is fully briefed, and the Court conducted a hearing on June 19, 2013. On June 21, 2013, Plaintiff filed a motion to amend the complaint, which would eliminate count five. (Dkt. 15.) Defendants do not oppose the proposed amendment, provided the Court addresses the remaining issues raised by the Motion to Dismiss. (Dkt. 16.)
After carefully considering the parties' arguments, the applicable authorities, and the pleadings, the Court will grant the motion to dismiss in part, and deny it in part. Plaintiff's motion to amend will be granted consistent with the Court's order.
Steven Mauro operates a business conducting seminars to teach people how to trade in foreign currency. Robertson became acquainted with Steven Mauro after attending a seminar Mauro taught in October of 2009. Robertson attended additional seminars, and pitched a plan to Steven Mauro to increase his business. Robertson alleges that in January of 2010, he and Steven Mauro orally agreed to form a partnership, which included an agreement to evenly divide profits among the partners. The purpose of the partnership was to facilitate Robertson's business plan to establish a series of seminars, taught by Steven Mauro, which would instruct students on foreign currency trading. Robertson was to manage all financial and operating aspects of the partnership, which included promoting the seminars, as well as other duties. Robertson began to schedule seminars in various locations, which Steven Mauro taught. Robertson collected the fees for the seminars and distributed the profits according to the parties' agreement. This arrangement continued throughout the remainder of 2010, into the first quarter of 2011.
On January 16, 2011, Robertson met with Steven Mauro at Mauro's home in Florida to discuss the future of the business. Steven Mauro allegedly stated to Robertson that he "needed a break" temporarily from teaching the seminars, but would resume the partnership later that year. Robertson alleges this statement was false, and that instead of taking a break, Steven Mauro and his wife, co-defendant Heidi Mauro, continued with the business without him.
Robertson's complaint alleges that he learned, in March of 2011, that Steven Mauro breached their partnership agreement and the covenant of good faith and fair dealing by failing to associate with Robertson as a co-owner, and that Steven Mauro converted partnership assets to his own use in violation of the Partnership Agreement. Robertson seeks relief alternatively under a promissory estoppel argument, contending that he believed Steven Mauro's statement that Mauro was "taking a break" from the business to be true, and that he relied upon that statement to his detriment. Additionally, Robertson claims that Steven Mauro's actions constitute wrongful dissociation under Idaho Code § 53-3-602, because neither party expressed the intent to dissolve or wind up the partnership, yet Steven Mauro's actions essentially accomplished a disintegration of the partnership without Robertson's consent.
In addition to the above described claims for breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, and wrongful dissociation, Robertson asserts alternative claims for breach of fiduciary duty; conversion; intentional interference with prospective economic advantage; fraud; dissolution and winding up; accounting of partnership assets; and unjust enrichment. Although the Complaint does not mention specific conduct committed by Heidi Mauro supporting all eleven claims, the Complaint alleges Heidi became the Vice President of the corporation her husband formed in 2012, and that as an incorporator, she converted partnership assets for the benefit of the corporation and marital community. (Compl. ¶ 29.)
The Complaint seeks damages for the period after March of 2011.
1. Motion to Dismiss Standards
Under Fed.R.Civ.P. 8(a)(2), a pleading must contain a "short and plain statement of the claim showing that the pleader is entitled to relief." Although this is a fairly liberal standard, "[a] pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do." To withstand a motion to dismiss, a complaint must "contain sufficient factual matter... to state a claim to relief that is plausible on its face." Although the court is to accept the allegations contained in a complaint as true, the court is not required to accept as true legal conclusions.
In reviewing a complaint under Rule 12(b)(6), all allegations of material fact are taken as true and construed in the light most favorable to the nonmoving party. Thompson v. Davis, 295 F.3d 890, 895 (9th Cir.2002). However, a complaint, or portions thereof, will be dismissed if the plaintiff cannot establish "any set of facts consistent with the allegations in the complaint." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 562 (2007); see also Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly with approval). A complaint attacked by a Rule 12(b)(6) motion to dismiss "does not need detailed factual allegations... but requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atlantic Corp., 550 U.S. at 555 (internal citations omitted). "Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." ...