Star2star Communications, LLC v. AMG Group of Brunswick, LLC

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

STAR2STAR COMMUNICATIONS,

LLC,

Plaintiff,

v. Case No. 8:20-cv-2078-T-60JSS

AMG GROUP OF BRUNSWICK,

LLC,

Defendant.

________________________________/

ORDER DENYING DEFENDANT’S MOTION

FOR JUDGMENT ON THE PLEADINGS

This matter is before the Court on “Defendant’s Motion for Judgment on the

Pleadings and Incorporated Memorandum of Law in Support,” filed on September 28,

2020. (Doc. 10). Plaintiff filed its response in opposition on October 8, 2020. (Doc. 13).

After reviewing the motion, response, court file, and record, the Court finds as follows:

Background

In 2018, Defendant AMG Group of Brunswick, LLC (“AMG Brunswick”),

previously known as AMG Peterbilt Group, LLC (“AMG Peterbilt”), 1 entered two

agreements (“Subscription Agreements”) by which they agreed to purchase

telecommunications services from Plaintiff Star2Star Communications, LLC

(“Star2Star”). On June 4, 2020, AMG Brunswick entered into two Assignment and

Assumption Agreements (“A&A Agreements”) with Ohio Machinery Co. (“Ohio

Machinery”) in which Ohio Machinery agreed to assume AMG Brunswick’s

1 While the Subscription Agreements and A&A Agreements were signed by AMG Peterbilt, this

Court refers to it by its new name, AMG Brunswick, in the interest of clarity.

responsibility to pay Star2Star for the telecommunications services provided under the

Subscription Agreements.

On June 26, 2020, Star2Star filed suit in state court alleging AMG Brunswick

failed to pay approximately $109,144.06 to Star2Star for telecommunications services

rendered prior to the A&A Agreements becoming effective. On September 3, 2020,

AMG Brunswick removed the matter to this Court based on diversity jurisdiction. On

September 11, 2020, AMG Brunswick filed its answer, affirmative defenses, and

counterclaims. On September 24, 2020, Star2Star filed a motion to dismiss AMG

Brunswick’s counterclaims and affirmative defenses, which this Court granted in part

and denied in part. This Court now considers whether a judgment on the pleadings is

warranted on the breach of contract claim brought by Star2Star.

Legal Standard

“[A]fter the pleadings are closed—but early enough not to delay trial—a party

may move for judgment on the pleadings.” Fed. R. Civ. P. 12(c). “Judgment on the

pleadings is proper when no issues of material fact exist, and the moving party is

entitled to judgment as a matter of law based on the substance of the pleadings and any

judicially noticed facts.” Cunningham v. Dist. Attorney’s Office for Escambia Cty., 592

F.3d 1237, 1255 (11th Cir. 2010). A motion for judgment on the pleadings under

Federal Rule of Civil Procedure 12(c) is governed by the same standard as a motion to

dismiss under Rule 12(b)(6). Carbone v. Cable News Network, Inc., 910 F.3d 1345, 1350

(11th Cir. 2018). Accordingly, a court must accept the facts alleged in the complaint as

true and view them in the light most favorable to the nonmoving party. See

Cunningham, 592 F.3d at 1255.

Analysis

AMG Brunswick argues that it is entitled to a judgment on the pleadings

because Star2Star’s breach of contract claim is barred under the doctrine of accord and

satisfaction. Specifically, AMG Brunswick contends that in signing the A&A

Agreements, the parties intended for Ohio Machinery, not AMG Brunswick, to pay the

$109,144.06 in telecommunications services allegedly due before the A&A Agreements

went into effect. In support of this argument, AMG Brunswick relies on an email

exchange between its attorney and a corporate employee of Star2Star. The emails

were attached as an exhibit to the AMG Brunswick’s Affirmative Defenses and

Counterclaims but were not attached as exhibits to its complaint.

First, the Court finds that the motion is premature. Fed. R. Civ. P. 12(c)

explicitly states that motions for judgment on the pleadings may only be filed “after the

pleadings are closed.” Pleadings, as defined in Fed. R. Civ. P. 7(a), include answers to

counterclaims. AMG Brunswick filed its motion for judgment on the pleadings on

September 28, 2020, before Star2Star filed its answer to AMG Brunswick’s

counterclaims on October 9, 2020. Defendant’s motion for judgment on the pleadings is

therefore due to be denied. See Lillian B. ex rel. Brown v. Gwinnett Cty. Sch. Dist., 631

F. App’x 851, 852 (11th Cir. 2015) (“The question presented in this appeal is whether a

district court may grant a Rule 12(c) motion made before the pleadings are closed. The

first five words of Rule 12(c) make clear that the answer is no.”).

Even if the Court were to address the merits, it would deny relief. Whether the

parties intended to include these payments in the A&A Agreements appears to present

a question of material fact, which is zealously contested between the parties. See R&R

Intl, Inc. v. Manzen, LLC, No. 09-60545-CIV-ZLOCH/ROSENBAUM, 2010 WL

11504727 at *15 (S.D. Fla. Sept. 12, 2010) (declining to grant summary judgment on

accord and satisfaction because “differing views of the parties intent raise a genuine

issue of material fact.”); Lubowicki v. Oxford Res. Corp., 697 So. 2d 924, 925 (Fla. 4th

DCA 1997) ([A]ccord and satisfaction is primarily a question of the parties’ intention,

which itself is a question of fact....”). As such, judgment on the pleadings is

unwarranted. See Cunningham, 592 F.3d at 1255. When the record is more fully

developed, AMG Brunswick is certainly free to file a motion for summary judgment

addressing this issue.

It is therefore

ORDERED, ADJUDGED, and DECREED:

(1) “Defendant’s Motion for Judgment on the Pleadings and Incorporated

Memorandum of Law in Support” (Doc. 10) is DENIED

DONE and ORDERED in Chambers, in Tampa, Florida, this day of

November 2020.

fry be

a & i

-TOMBARBER □ (awss—‘is

UNITED STATES DISTRICT

JUDGE

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