United States District Court, D. Colorado
OPINION AND ORDER GRANTING MOTION TO DISMISS
S. Krieger Chief United States District Judge
MATTER comes before the Court pursuant to the
Defendants' (collectively, “Starwood”) Motion
to Dismiss (# 12), the Plaintiff's
(“Doran”) response (# 13), and
Starwood's reply (# 14).
to the Complaint (# 1), in August 2017,
Doran and Starwood entered into a Letter of Intent (the
“Agreement”) by which Doran expressed its
intention to purchase a parcel of commercial real property
owned by Starwood. The Agreement required that the parties
keep the terms of Doran's offer confidential and that
Starwood not negotiate with any other potential purchaser for
a period of 30 days.
Starwood's knowledge, Doran began expending significant
sums in preparing development plans for the parcel.
Nevertheless, on November 9, 2017, Starwood “changed
its position . . . and requested an increase in the purchase
price” of more than $1.5 million. A few weeks later,
Starwood proposed to Doran that, instead of a sale, the
parties engage in a joint venture concerning the parcel. The
Complaint is not clear, but it appears that Doran had some
negotiations with Starwood about the joint venture proposal.
However, in December 2017, Starwood received a more favorable
offer for the property and informed Doran that it would not
be accepting Doran's offer.
primary beef seems to be that Starwood allowed Doran to
“spen[d] considerable sums of money in an effort . . .
to consummate a transaction” and that it was
“aware that Doran was foregoing [other] development
opportunities in reliance on Starwood's representations
that it would negotiate in good faith and attempt to finalize
a transaction.” Doran's Complaint alleges two
claims under common law: (i) breach of contract in that
Starwood “fail[ed] to act in good faith in negotiations
with Doran” and “fail[ed] to maintain
confidentiality” as required by the Agreement; and (ii)
promissory estoppel, in that Starwood made various
“promises” to Duran (e.g. that it
“was seeking internal approval of the Purchase
Agreement”; that “if Doran continued to proceed
with development plans . . . Starwood would sell Doran the [
] parcel”) upon which Doran relied upon to its
moves (# 12) to dismiss Doran's
Complaint pursuant to Fed.R.Civ.P. 12(b)(6), arguing that:
(i) for purposes of the breach of contract claim relating to
the Agreement, Doran does not allege any facts showing that
Starwood breached either the confidentiality obligation or
the 30-day exclusive dealing provision; and (ii) as to the
promissory estoppel claim, such a claim is precluded by the
existence of an express contract, the Agreement, and because
the alleged promises are insufficiently specific to be
Standard of review
reviewing a motion to dismiss pursuant to Rule 12(b)(6), the
Court must accept all well-pleaded allegations in the Amended
Complaint as true and view those allegations in the light
most favorable to the nonmoving party. Stidham v. Peace
Officer Standards & Training, 265 F.3d 1144, 1149
(10th Cir. 2001) (quoting Sutton v. Utah State Sch. for
the Deaf & Blind, 173 F.3d 1226, 1236 (10th Cir.
1999)). The Court must limit its consideration to the four
corners of the Amended Complaint, any documents attached
thereto, and any external documents that are referenced in
the Amended Complaint and whose accuracy is not in dispute.
Oxendine v. Kaplan, 241 F.3d 1272, 1275 (10th Cir.
2001); Jacobsen v. Deseret Book Co., 287 F.3d 936,
941 (10th Cir. 2002); Dean Witter Reynolds, Inc. v.
Howsam, 261 F.3d 956, 961 (10th Cir. 2001).
is subject to dismissal if it fails to state a claim for
relief that is “plausible on its face.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). To make
such an assessment, the Court first discards those averments
in the Complaint that are merely legal conclusions or
“threadbare recitals of the elements of a cause of
action, supported by mere conclusory statements.”
Id. at 678-79. The Court takes the remaining,
well-pleaded factual contentions, treats them as true, and
ascertains whether those facts (coupled, of course, with the
law establishing the requisite elements of the claim) support
a claim that is “plausible” or whether the claim
being asserted is merely “conceivable” or
“possible” under the facts alleged. Id.
What is required to reach the level of
“plausibility” varies from context to context,
but generally, allegations that are “so general that
they encompass a wide swath of conduct, much of it innocent,
” will not be sufficient. Khalik v. United Air
Lines, 671 F.3d 1188, 1191 (10th Cir. 2012).
Breach of contract
assert a claim for breach of contract under Colorado law,
Doran must allege facts showing: (i) the existence of an
enforceable agreement between the parties; (ii) Doran's
performance of its obligations under that agreement or an
excuse for its non-performance; (iii) Starwood's failure
to perform its obligations under the agreement; and (iv)
resultant damages. Western Distributing Co. v.
Diodosio, 841 P.2d 1053, 1058 (Colo. 1992). The Court
understands that Starwood concedes that Doran has adequately
pled that the Agreement is an enforceable contract and that
Doran performed its obligations under it. Thus, the Court
turns to Doran's allegations of Starwood's breaches.
Complaint identifies two pertinent provisions of the
Agreement: Starwood's promise not to disclose to third
parties the terms of Doran's offer or the existence of
the Agreement, and Starwood's promise that the parties
would work in good faith to enter into a formal purchase
contract within 30 days of entering into the ...