Welcome to the Bar Exam Toolbox podcast. Today, as part of our "Listen and Learn" series, we're discussing Civil Procedure - specifically, when is a pleading conclusory under the Twombly/Iqbal standard for assessing Rule 12(b)(6) motions to dismiss. Your Bar Exam Toolbox hosts are Alison Monahan and Lee Burgess, that's me. We're here to demystify the bar exam experience, so you can study effectively, stay sane, and hopefully pass and move on with your life.
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And with that, let's get started. Hi, and welcome back to the "Listen and Learn" series from the Bar Exam Toolbox podcast. Today we're discussing Civil Procedure, and specifically, when is a pleading conclusory and insufficient under the Twombly/Iqbal standard for assessing motions to dismiss, under the Federal Rule of Civil Procedure 12(b)(6). First off, we want to let you know that we already have a terrific "Listen and Learn" episode covering motions to dismiss under Rule 12, generally.
If you haven't listened to that podcast already, we encourage you to give it a listen, and we will link to it in the show notes. Today's podcast will focus specifically on motions to dismiss under Federal Rule of Civil Procedure 12(b)(6),and when is a pleading insufficient under the standards for assessing a 12(b)(6) motion to dismiss. Federal Rule of Civil Procedure 12(b)(6) allows the defendant to move to dismiss a complaint for failure to state a claim upon which relief can be granted.
A court's analysis of whether a complaint properly states a claim for relief is primarily guided by the Supreme Court’s two decisions - in Bell Atlantic v. Twombly and Ashcroft v. Iqbal. Under those decisions, in order for a complaint to survive a Rule 12(b)(6) motion to dismiss, the complaint must contain enough facts to state a claim for relief that is plausible on its face.
A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw a reasonable inference that the defendant is liable. Importantly, a plaintiff must plead sufficient facts showing that it is plausible that it has met each and every element of the causes of action pled in the complaint. A complaint that merely offers legal conclusions or a simple recitation of the elements of a cause of action is insufficient.
This is because although a court must accept the factual obligations in the complaint as true and construe them in the light most favorable to the plaintiff, in assessing a Rule 12(b)(6) motion to dismiss, a court need not accept legal conclusions as true. So, what is a legal conclusion? A legal conclusion is a statement that simply asserts that a defendant has met one or more elements of a claim without providing any specific factual allegations in support of that assertion.
For example, stating that the defendant was negligent, stating that the defendant discriminated against the plaintiff, or stating that the defendant used excessive force on the plaintiff - those statements by themselves are all legal conclusions that a court need not accept as true in assessing a Rule 12(b)(6) motion to dismiss.
The statements are all merely reciting an element of a claim and asserting that the element has been met, but without providing any specific factual allegations that show that it is plausible that the relevant element has been satisfied. Now, with that explanation of Rule 12(b)(6) motions and conclusory allegation set forth, let's examine a few hypos to sharpen our understanding: Farm P enters into a written contract with Company D for the sale of tractors.
Under the terms of the contract, Farm P will pay Company D $100,000, and within 30 days of Farm P's payment, Company D will deliver five tractors to Farm P. Farm P paid Company D the $100,000, but after 30 days passed from the time of that payment, Company D failed to deliver any tractors to Farm P. A few months later, Farm P filed a complaint in federal court against Company D, alleging a claim for breach of contract.
The elements of a claim for breach of contract are: [1] a contract between the parties; [2] performance by the plaintiff or excuse for non-performance; [3] a breach or failure to perform by the defendant; and [4] damages to plaintiff as a result of the defendant's breach.
In its complaint, Farm P provides the following allegations to support its claim for breach of contract against Company D: Farm P alleges Company D had a contract with Farm P, Farm P performed its obligations under the contract, Company D breached the contract, and Farm P suffered damages as a result of the breach. In response to Farm P's complaint, Company D files a Rule 12(b)(6) motion to dismiss the complaint for failure to state a claim. Should the court grant Company D's motion?
The answer is "yes". Farm P's complaint only contains legal conclusions and not any factual allegations. The allegations in the complaint merely recite the elements of a claim for breach of contract and assert that those elements have been met. But Farm P does not provide any specific facts in the complaint showing that it is plausible that the elements have been met. For example, Farm P asserts in a conclusory manner that Company D breached the contract.
But Farm P does not provide any factual allegations demonstrating that this is plausible. Farm P does not explain in the complaint the terms of the contract it had with Company D, and how Company D failed to meet its obligations under those terms.
In sum, because Farm P's complaint only contains legal conclusions, and legal conclusions unsupported by factual allegation are insufficient to properly state a claim for relief under the Twombly/Iqbal standard, the court should grant Company D's Rule 12(b)(6) motion and dismiss Farm P's complaint for failure to state a claim. Continuing on with our hypo, the district court grants Company D's Rule 12(b)(6) motion to dismiss and the court dismisses Farm P's complaint with leave to amend.
Farm P then files a first amended complaint that contains the following
In Fall 2023, Farm P entered into a written contract with Company D for the sale of tractors. Farm P performed all of its obligations under terms of the parties' written contract. Company D breached the contract by never delivering any tractors to Farm P. And Farm P suffered damages as a result of Company D's breach. In response to Farm P's first amended complaint, Company D files another Rule 12(b)(6) motion to dismiss the complaint for failure to state a claim.
Should the court grant Company D's motion? The answer again is "yes". Now, this time in the first amended complaint, Farm P does provide some specific factual allegations, and not just legal conclusions to support its claim for breach of contract. For example, Farm P's allegations that it had a written contract with Company D for the sale of tractors and that Company D breached the contract by failing to ever deliver any tractors, are factual allegations and not just mere legal conclusions.
But the problem here is that Farm P does not provide factual allegations for all the elements of its claim for breach of contract against Company D. In order to properly state a claim for relief, the plaintiff must provide factual allegations showing that it is plausible that all of the elements of its claim have been met. In the first amended complaint, Farm P only provides a legal conclusion for the second element of its claim for breach of contract.
Farm P simply alleges that it performed all of its obligations under the terms of the parties' written contract, without providing any specific factual allegations to support that assertion. That is insufficient to meet the Twombly/Iqbal standard.
And because Farm P failed to provide sufficient factual allegations, as opposed to mere legal conclusions for all of the elements of its claim for breach of contract, the court should grant Company D's Rule 12(b)(6) motion and dismiss Farm P's first amended complaint. Returning back to our hypo, the district court grants Company D's Rule 12(b)(6) motion to dismiss, and the court dismisses Farm P's first amended complaint with leave to amend. Farm P then files a second amended complaint.
The second amended complaint contains all the allegations that were in the first amended complaint, and also includes the following new allegations: Under the terms of the parties' contract, Farm P would pay Company D $100,000, and within 30 days of Farm P's payment, Company D would deliver five tractors to Farm P. Farm P paid Company D the $100,000, but several months have gone by since that payment and Company D has still never delivered any tractors to Farm P.
Farm P has been damaged by Company D's breach, because Farm P made a monetary payment to Company D and never received anything in return for it. In response to Farm P's second amended complaint, Company D files another 12(b)(6) motion to dismiss the complaint for failure to state a claim. Should the court grant Company D's motion? The answer here is "no". The new allegations in Farm P's second amended complaint remedy all the defects from its prior complaints.
This is because in the second amended complaint, Farm P provided specific factual allegations for all four of the elements of its claim for breach of contract. For the first element, Farm P explains that it had a written contract with Company D for the sale of tractors and explains the material terms of that contract.
For the second element, Farm P explains that it performed under the contract by making the required $100,000 payment to Company D. For the third element, Farm P explains that Company D breached the contract by failing to deliver any tractors within the specified time period. And for the fourth element, Farm P explains that it suffered damages, because it made a payment to Company D and never received anything in return.
Because Farm P has provided specific factual allegations showing that it is plausible that it meets all of the elements of its claim for breach of contract, Farm P has properly stated a claim for breach of contract against Company D, and therefore, the court should deny Company D's Rule 12(b)(6) motion to dismiss Farm P's second amended complaint.
And that wraps up our discussion of conclusory pleadings under the Twombly/Iqbal standard for assessing motions to dismiss under Federal Rule of Civil Procedure 12(b)(6). Hopefully you found these hypos helpful examples of how to work through any Rule 12(b)(6) motion to dismiss question on your exam. If you enjoyed this episode of the Bar Exam Toolbox podcast, please take a second to leave a review and rating on your favorite listening app. We'd really appreciate it.
And be sure to subscribe so you don't miss anything. If you have any questions or comments, please don't hesitate to reach out to myself or Alison at lee@barexamtoolbox.com or alison@barexamtoolbox.com. Or you can always contact us via the website contact form at BarExamToolbox.com. Thanks for listening, and we'll talk soon!