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Doran Development, LLC v. Starwood Retail Partners, LLC

United States District Court, D. Colorado

August 2, 2018

DORAN DEVELOPMENT, LLC, Plaintiff,
v.
STARWOOD RETAIL PARTNERS, LLC, and STARWOOD CAPITAL GROUP, LLC, Defendants.

          OPINION AND ORDER GRANTING MOTION TO DISMISS

          Marcia S. Krieger Chief United States District Judge

         THIS 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).

         FACTS

         According 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.

         With 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.

         Doran's 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[1]: (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 detriment.

         Starwood 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 enforced.

         ANALYSIS

         A. Standard of review

         In 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).

         A claim 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).

         B. Breach of contract

         To 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.

         Doran's 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 ...


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