SIGNATURE FLIGHT SUPPORT LLC v. JOHNSON CONTROLS INC (2024)

DECISION AND ORDER

Plaintiff Signature Flight Support, LLC (“Signature”), alleges that Johnson Controls, Inc. (“JCI”), is liable for damages for supplying it with a firefighting foam containing per- and polyfluoroalkyl substances (“PFAS”). Before me now is JCI's motion for a more definite statement. See Fed. R. Civ. P. 12(e).

I. BACKGROUND

According to the allegations of the complaint, Signature is an aviation services company that operates the world's largest network of fixed-base operations (“FBOs”). (Compl. ¶ 8.) These FBOs delver support services for businesses and private aviation, including ground-handling, refueling, parking, and hangarage. (Id. ¶ 9.) Many of Signature's facilities are equipped with fire suppression systems designed to deploy a firefighting foam in the event of a fire to cool the fire and coat the fuel. (Id. ¶ 11.) Signature alleges that more than 200 of its facilities are equipped with such systems. (Id.) Signature further alleges that some of those facilities were constructed by Signature, and that it acquired others from competing aviation services providers. (Id.)

For many years, JCI contracted with Signature and its predecessors to supply and install foam for its fire suppression systems. (Compl. ¶ 12.) Historically, the foam JCI supplied was aqueous film-forming foam, which is a type of foam known to contain PFAS. (Id. ¶ 13.) In recent years, PFAS have been linked to serious health concerns, including cancer, and are commonly known as “forever chemicals” because they do not break down in the environment. (Id.) For this reason, Signature has been working to convert the fire suppression systems in its hangars to systems that use either water or types of foam that do not contain PFAS. (Id. ¶ 14.)

Signature alleges that, in one of its hangars located at Bradley International Airport in Hartford, Connecticut (“BDL”), it used a type of foam supplied by JCI known as Ansul Jet-X. (Compl. ¶ 17.) Signature alleges that JCI “had informed Signature that the Jet-X Foam did not contain PFAS.” (Id. ¶ 19.) Signature further alleges that JCI, on its “website and other publication materials,” stated that the Jet-X Foam is a non-fluorinated foam, meaning that it did not contain PFAS. (Id. ¶ 20.) However, Signature had a laboratory test the Jet-X Foam it was using in its hangar at BDL and discovered that the foam contained PFAS. (Id. ¶ 21.) As a result, Signature removed the contaminated Jet-X Foam from the system at BDL, cleaned the system, and replaced the components of the system that could not be cleaned. (Id. ¶ 22.) Signature also disposed of the contaminated Jet-X Foam in accordance with regulations governing the disposal of PFAS-containing waste. (Id. ¶ 23.) Signature alleges that it incurred $268,403.96 in expenses while implementing these remedial measures at the BDL hangar. (Id. ¶ 24.)

The complaint alleges that JCI supplied the Jet-X Foam that Signature uses at some of its other facilities “throughout the United States.” (Compl. ¶ 18.) Signature alleges that, in some cases, Johnson Controls supplied the foam under contracts that it entered into with “the prior owners of facilities that Signature later acquired.” (Id.) Signature further alleges that it “will continue to incur costs to test the foam installed at these other facilities and decontaminate the fire suppression systems at those facilities in which Jet-X foam containing PFAS was installed, contrary to [JCI's] representations that the Jet-X Foam would be PFAS free.” (Id. ¶ 25.)

Signature brings this action for damages against JCI to recover the losses associated with replacing and disposing of the PFAS-containing foam. The complaint is organized into seven “counts,” each of which identifies a different legal theory supporting Signature's claim for damages: (1) breach of contract; (2) negligence; (3) products liability; (4) breach of the implied warranty of merchantability; (5) breach of the implied warranty of fitness for a particular purpose; (6) breach of express warranty; and (7) trespass.

JCI has responded to the complaint by filing a motion for a more definite statement under Federal Rule of Civil Procedure 12(e). JCI contends that it needs more details about the nature of Signature's claim and legal theories in order to intelligently respond to the complaint. I address that motion in this order.

II. DISCUSSION

Under Rule 12(e), “[a] party may move for a more definite statement of a pleading to which a responsive pleading is allowed but which is so vague or ambiguous that the party cannot reasonably prepare a response.” This rule “allows district courts to ask a plaintiff to provide ‘details that enable the defendants to respond intelligently and the court to handle the litigation effectively.’ ” Shuhaiber v. Ill. Dep't of Corr., 980 F.3d 1167, 1170 (7th Cir. 2020) (quoting Chapman v. Yellow Cab Coop., 875 F.3d 846, 849 (7th Cir. 2017)).

In the present case, JCI requests a more definite statement that addresses two general issues. First, JCI contends that Signature must identify the specific facilities, other than the BDL hangar, that are allegedly equipped with PFAS-containing foam supplied by JCI and that are included within the scope of Signature's claim for damages. JCI contends that, without knowing the locations of the facilities at issue, it cannot prepare an intelligent responsive pleading. Second, JCI contends that Signature must supply more details about its various legal theories. For example, JCI contends that Signature must identify the specific contract pertaining to the BDL hangar by naming the parties to the contract, identifying its terms, and delineating the “duties, rights, or responsibilities created thereunder.” (Br. in Supp. at 3.) Some of the other details requested by JCI are “the laws or regulations requiring the removal of the Jet-X Foam” and “any factual assertions supporting a negligence, products liability, or trespass claim based on the presence of Jet-X Foam” at a Signature facility. (Id.) As discussed below, JCI's motion will be granted as to the details surrounding the other facilities at issue in this case but denied as to JCI's demand for additional details surrounding Signature's legal theories.

Regarding the other facilities, I conclude that the complaint in its current form is vague as to whether Signature is bringing a claim for damages based on any facility other than the BDL hangar. Signature identifies the specific costs incurred to replace the JCI-supplied foam at its BDL location, but it does not allege that it has yet incurred any costs associated with JCI-supplied foam at its other facilities. Although the complaint indicates that Signature may, in the future, incur costs associated with testing the foam at its other locations to determine whether it contains PFAS and to replace the foam if it does, the complaint does not make clear whether Signature believes that it has a presently enforceable claim for damages arising out of the foam at the other facilities. Signature seems to want to leave the door open to bringing a claim for damages relating to its other facilities in the future, but the current complaint does not make clear whether Signature believes that it has already suffered a compensable loss at those facilities. Perhaps Signature is claiming that the mere discovery of PFAS in the foam at the BDL hangar renders JCI liable for the cost of testing the foam at all of Signature's other hangars. But if so, Signature must allege this explicitly. As it stands, the court and JCI are left to guess at what Signature is claiming with respect to its facilities other than the BDL hangar.

Further, to the extent that Signature believes it already has an enforceable claim for damages arising out of the foam at the other facilities, Signature must identify those facilities in the complaint. Although identifying those facilities might not be strictly required as a matter of pleading under Rule 8(a)—which requires only a short and plain statement of the claim—I conclude that this additional detail would enable the defendants to respond more intelligently to the complaint and allow the court to handle the litigation more effectively. See Shuhaiber, 980 F.3d at 1170. Signature alleges that it has “over 200 locations” (Compl. ¶ 11) and that JCI has supplied the foam at “multiple” of these other facilities “throughout the United States” (id. ¶ 18). Signature does not provide any other details that would enable JCI or the court to identify the number of facilities at issue or the states in which they are located. The omission of these details hampers JCI's ability to prepare an answer. First, JCI would be hard-pressed to conduct a reasonable investigation into the allegations involving the other facilities, since JCI would not be able to identify them in the first place. Although JCI might be able to search its records for sales made to Signature for use in its other facilities, Signature alleges that some of the facilities at issue were not even owned by Signature when the foam was installed. Instead, the foam was purchased by “the prior owners of facilities Signature later acquired.” (Compl. ¶ 18.) JCI could not be expected to know the identities of these prior owners and thus could not investigate the facts relating to those sales. Second, knowing the locations of the facilities at issue would enable JCI to identify the state laws that might govern Signature's claims. This, in turn, would enable JCI to identify any defenses to the claim that might be available under the different states’ laws, and which JCI might have to plead as affirmative defenses in the answer. Accordingly, I will require Signature to clarify whether it is claiming that it has already suffered damages at facilities other than the BDL hangar and, if so, to identify the facilities involved in the claim.

However, I will not require Signature to provide additional details surrounding its legal theories. Signature has only one claim—that is, one grievance—against JCI: that JCI is liable for damages for supplying it or its predecessors with PFAS-containing foam. See ACF 2006 Corp. v. Mark C. Ladendorf, Attorney at Law, P.C., 826 F.3d 976, 981 (7th Cir. 2016). Although not required to do so by the Federal Rules, Signature elected to organize its complaint into multiple “counts,” with each count representing an alternative legal theory that supports the claim. Bartholet v. Reishauer A.G. (Zurich), 953 F.2d 1073, 1078 (7th Cir. 1992). Pleading multiple counts in this fashion did not result in the creation of multiple claims. Sojka v. Bovis Lend Lease, Inc., 686 F.3d 394, 399 (7th Cir. 2012). Moreover, a pleading in federal court does not need to plead all the elements of a legal theory and facts corresponding to each. Chapman v. Yellow Cab Coop., 875 F.3d 846, 848 (7th Cir. 2017). Thus, under Rule 8(a), Signature was not required to plead the information that JCI requests in its motion for a more definite statement, such as facts corresponding to all elements of a claim for breach of contract or the source of any legal duty to supply PFAS-free foam.

Further, I do not see any way in which the litigation would become more efficient by requiring Signature to provide a statement under Rule 12(e) that includes all the facts and legal principles that support its legal theories. The usual way for a defendant to find out more about an adequately pleaded claim is to take discovery. JCI may, for example, serve a document request that asks for any applicable written contacts or serve a contention interrogatory that asks Signature to explain its theories of negligence and products liability. See Jospeh v. Elan Motorsports Techs. Racing Corp., 638 F.3d 555, 561 (7th Cir. 2011). These methods for learning about Signature's claim would be more efficient than requiring Signature to provide all the details it would need to survive summary judgment in the complaint.

Before concluding, I note that JCI has made arguments in its Rule 12(e) motion that suggest it believes that Signature has not stated a claim on which relief may be granted. For instance, JCI argues that Signature has not satisfied Rule 8(a)’s notice-pleading standard with respect to its claim (Br. in Supp. at 4) and suggests that Signature's claim might be implausible (id. at 6). However, as stated above, Signature has said enough to give defendants fair notice of a claim limited to the BDL hangar. Whether that claim is plausible is something that I cannot now decide, as defendants have not filed a motion under Rule 12(b)(6) and thus have not triggered Signature's obligation to identify a valid legal theory that might support its claim. See Cmty. Bank of Trenton v. Schnuck Mkts., Inc., 887 F.3d 803, 825 (7th Cir. 2018) (“In responding to a motion to dismiss, ‘the non-moving party must proffer some legal basis to support his cause of action.’ ”).

III. CONCLUSION

For the reasons stated, IT IS ORDERED that JCI's motion for a more definite statement is GRANTED IN PART and DENIED IN PART. The motion is granted to the extent that Signature must file an amended complaint that either (1) removes all references to facilities other than the BDL hangar or (2) makes clear that Signature is bringing a claim for damages at facilities other than the BDL hangar and identifies the specific facilities involved in the claim. The amended complaint shall be filed on or before January 17, 2025.

LYNN ADELMAN, United States District Judge