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WO
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF ARIZONA
Affiliated FM Insurance Company ,
Plaintiff ,
v.
Hill Phoenix Incorporated, et al. ,
Defendants . No. CV-22-00450 -PHX -JJT
ORDER
At issue are Defendant Hill Phoenix Inc.’s Motion for Judgment on the Pleadings
(Doc. 13), to which Plaintiff Affiliated FM Insurance Company filed a Response (Doc. 18)
and Defendant filed a Reply (Doc. 20); and Plaintiff’s Motion for an Order Disregarding
New Arguments in Defendant’s Reply Brief in Support of Its Motion for Judgment on the
Pleadings (Doc. 21), to which Defendant filed a Response (Doc. 24) and Plaintiff filed a
Reply (Doc. 25). The Court finds these matters appropriate for resolution withou t oral
argument. LRCiv 7.2(f).
I. BACKGROUND
In this case, Plaintiff , an insurance company, seeks compensation from Defendant,
a commercial freezer manufacturer that sold a freezer to Plaintiff’s insured, Sprouts
Farmers Market Inc. (Doc. 1, Compl.) Plaintiff alleges that a product defect in the freezer
was the source of a fire that caused almost $1.4 million in property and product damages
to Sprouts. Plaintiff raises five claims against Defendant: product defect, product Case 2:22-cv-00450-JJT Document 29 Filed 01/18/23 Page 1 of 4
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negligence , res ipsa loquitur , breach of warranty, and breach of contract. Related to its
claims, Plaintiff attached to the Complaint a Pricing Agreement, which it alleges applies to
Defendant’s sale of the freezer to Sprouts and which contains an indemnification pr ovision.
(Compl. ¶¶ 44 –47; Ex. 1.)
In its Answer, Defendant alleges as an affirmative defense that “[t]he Pricing
Agreement does not apply to the sale of the Freezer to the Store.” (Doc. 9, Answer, Aff.
Defenses ¶ 3.) Instead, Defendant alleges that a doc ument attached to a 2019 Quotation
entitled “General Provisions” applies to Defendant’s sale of the freezer to Sprouts, and
Defendant attaches the 2019 Quotation and General Provisions to the Answer. (Answer,
Aff. Defenses ¶¶ 2, 4; Ex. A.)
Defendant now m oves for judgment on the pleadings pursuant to Federal Rule of
Civil Procedure 12(c).
II. LEGAL STANDARD
Under Rule 12(c), “a party may move for judgment on the pleadings” after the
pleadings are closed “but early enough not to delay trial.” A motion for judgment on the
pleadings can be brought to challenge the legal sufficiency of the opposing party’s pleadi ng.
Westlands Water Dist. v. Bureau of Reclamation , 805 F. Supp. 1503, 1506 (E.D. Cal. 1992).
The motion should only be granted if “the moving party clearly establishes on the face of the
pleadings that no material issue of fact remains to be resolved and that it is entitled to
judgment as a matter of law.” Hal Roach Studios, Inc. v. Richard Feiner & Co., Inc. , 896
F.2d 1542, 1550 (9th Cir. 1989). A Rule 12(c) motion is functionally identical to a Rule
12(b)(6) motion to dismiss for failure to state a claim , and the same legal standard applies to
both motions. Dworkin v. Hustler Magazine, Inc. , 867 F.2d 1188, 1192 (9th Cir. 1989).
Rule 12(b)(6) is designed to “test[] the legal sufficiency of a claim.” Navarro v.
Block , 250 F.3d 729, 732 (9th Cir. 2001). A di smissal under Rule 12(b)(6) for failure to
state a claim can be based on either: (1) the lack of a cognizable legal theory; or (2) the
absence of sufficient factual allegations to support a cognizable legal theory. Balistreri v.
Pacifica Police Dep’t , 901 F.2d 696, 699 (9th Cir. 1990). When analyzing a complaint for Case 2:22-cv-00450-JJT Document 29 Filed 01/18/23 Page 2 of 4
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failure to state a claim, the well -pled factual allegations are taken as true and construed in
the light most favorable to the nonmoving party. Cousins v. Lockyer , 568 F.3d 1063, 1067
(9th Cir. 2009). A plaintiff must allege “enough facts to state a claim to relief that is
plausible on its face.” Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570 (2007). “A claim has
facial plausibility when the plaintiff pleads factual content that allows the court t o draw the
reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v.
Iqbal , 556 U.S. 662, 678 (2009) (citing Twombly , 550 U.S. at 556). “The plausibility
standard is not akin to a ‘probability requirement,’ but it asks for more than a sheer
possibility that a defendant has acted unlawfully.” Id.
“While a complaint attacked by a Rule 12(b)(6) motion does not need detailed factual
allegations, a plaintiff’s obligation to provide the grounds of his entitlement to relief requir es
more than labels and conclusions, and a formulaic recitation of the elements of a cause of
action will not do.” Twombly , 550 U.S. at 555 (cleaned up and citations omitted). Legal
conclusions couched as factual allegations are not entitled to the assumpt ion of truth and
therefore are insufficient to defeat a motion to dismiss for failure to state a claim. Iqbal , 556
U.S. at 679 –80. However, “a well -pleaded complaint may proceed even if it strikes a savvy
judge that actual proof of those facts is improbabl e, and that ‘recovery is very remote and
unlikely.’” Twombly , 550 U.S. at 556 (quoting Scheuer v. Rhodes , 416 U.S. 232, 236 (1974)).
III. ANALYSIS
In its Motion, Defendant makes the unusual —and incorrect —argument that an
attachment to its Answer entitles it to judgment on Plaintiff’s pleading. The starting point
of a Rule 12(c) analysis is the Complaint, the allegations of which the Court takes as true
for purposes of resolving Defendant’s Motion. Additionally, Rule 10(c) provides, “A copy
of a written instrument that is an exhibit to a pleading is a part of the pleading for all
purposes.” Thus, in evaluating whether Defendant is entitled to judgment on the pleadings,
the Court takes as true Plaintiff’s allegations that the Pricing Agreement appl ies to
Defendant’s sale of the freezer to Sprouts , including the terms of the Pricing Agreement as
attached to the Complaint. Case 2:22-cv-00450-JJT Document 29 Filed 01/18/23 Page 3 of 4
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In a Rule 12(c) Motion, the Court is not called on to resolve potential conflicts
between the allegations in Plaintiff’s Complain t and an attachment to Defendant’s Answer
provided in conjunction with an Affirmative Defense , and Defendant cites no case in which
a Court properly undertook such a task at this early stage of the litigation (without
converting the motion to one for summa ry judgment, which no party requests the Court to
do here) . Indeed, Defendant’s allegations in its Answer simply create a question of fact
regarding the applicability of the Pricing Agreement and/or 2019 Quotation and General
Provisions to Defendant’s sale of the freezer to Sprouts that the Court cannot resolve on
the pleadings. See Gen. Conf. Corp. of Seventh -Day Adventists v. Seventh Day Adventist
Congregational Church , 887 F.2d 228, 231 (9th Cir. 1989) (concluding allegations in
answer creating a questio n of fact preclude judgment on the pleadings); see also N. Ind.
Gun & Outdoor Shows, Inc. v. City of South Bend , 163 F.3d 449, 454 –57 (7th Cir. 1998)
(reversing district court’s grant of judgment on the pleadings to defendant by taking as true
the allegati ons in plaintiff’s complaint and its attachments, and in so doing, declining to
weigh defendant’s attachment to its affirmative defenses against plaintiff’s allegations and
attachment ). Defendant’s Motion serves to demonstrate that the parties must have th e
opportunity to develop the record in this case, including what terms apply to Defendant’s
sale of the freezer to Sprouts.
IT IS THEREFORE ORDERED denying Defendant ’s Motion for Judgment on
the Pleadings (Doc. 13).
IT IS FURTHER ORDERED denying as moot P laintiff’s Motion for an Order
Disregarding New Arguments in Defendant’s Reply Brief in Support of Its Motion for
Judgment on the Pleadings (Doc. 21).
Dated this 18th day of January, 2023.
Honorable John J. Tuchi
United States District Judge Case 2:22-cv-00450-JJT Document 29 Filed 01/18/23 Page 4 of 4