Rose Holdings, LLC v. James River Equipment Virginia LLC et al

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
CLARKSBURG
ROSE HOLDINGS, LLC d/b/a
ACE AGGREGATES,
Plaintiff,
v. 	CIVIL ACTION NO. 2:26-CV-8
(KLEEH)
JAMES RIVER EQUIPMENT VIRGINIA LLC,
JAMES RIVER EQUIPMENT, INC.,
JRE WINCHESTER, LLC,
JRE HOLDINGS, INC., and
JOHN DOES 1-4,
Defendant.
MEMORANDUM OPINION AND ORDER DENYING DEFENDANT’S PARTIAL
MOTION TO DISMISS [ECF NO. 4]
Pending 	before 	the 	Court 	is 	James 	River 	Equipment 	Virginia,
LLC’s 	Partial 	Motion 	to 	Dismiss 	[ECF 	No. 	4]. 	For 	the 	reasons
discussed 	herein, 	Defendant’s 	motion 	to 	dismiss 	is 	DENIED. 	The
parties may move for summary judgment following the completion of
discovery.
I. 	PROCEDURAL HISTORY
Defendant 	James 	River 	Equipment 	Virginia, 	LLC 	(“Defendant”)
removed 	this 	case 	from 	the 	Circuit 	Court 	of 	Tucker 	County, 	Civil
Action 	No. 	CC-47-2026-C-1, 	on 	February 	9, 	2026. 	ECF 	No. 	1.
Defendant 	then 	filed 	the 	subject 	Defendant 	James 	River 	Equipment
Virginia, LLC’s Partial Motion to Dismiss [ECF No. 4] on February
17, 2026, requesting dismissal of Counts One and Three. 	Plaintiff
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Rose 	Holdings, 	LLC 	d/b/a 	Ace 	Aggregates 	(“Plaintiff”) 	filed 	its
response opposing Defendant’s Motion on March 3, 2026. 	ECF No. 8.
On 	March 	10, 	2026, 	Defendant 	replied 	in 	support 	of 	its 	motion 	to
dismiss. 	ECF 	No. 	10. 	On 	March 	31, 	2026, 	the 	Court 	entered 	its
Scheduling Order [ECF No. 14], directing the parties to engage in
discovery.
II. 	BACKGROUND
Plaintiff 	Rose 	Holdings, 	LLC 	d/b/a/ 	Ace 	Aggregates 	operates
a 	limestone 	quarry 	operation 	in 	Tucker 	County, 	West 	Virgina.
Compl., ECF No. 1 at ¶11. 	Defendant is in the business of, among
other 	things, 	selling 	heavy 	equipment 	and 	material 	processing
equipment including equipment used in the operation of a limestone
quarry. 	Id. 	at 	¶12. 	On 	or 	about 	December 	2, 	2024, 	Plaintiff
contacted Defendant and requested a quote to upgrade a rock crusher
used 	in 	Plaintiff’s 	limestone 	quarry 	operation. 	Id. 	at 	¶13.
Plaintiff 	and 	Defendant 	had 	conducted 	business 	together 	on 	other
occasions before this. Id. at ¶15.
In 	its 	Complaint, 	Plaintiff 	alleges 	that 	Defendant 	provided
a quote for the purchase of a new rock crusher, and, after several
modifications 	to 	the 	quote, 	which 	were 	based 	upon 	Defendant’s
recommendation, 	Plaintiff 	purchased 	a 	Superior 	Portable 	Sentry
SR5165 	Front 	Discharge 	Portable 	Plant 	(“Portable 	Plant”). 	Id. 	at
¶16. 	Plaintiff 	claims 	it 	relied 	upon 	Defendant’s 	knowledge 	about
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Plaintiff’s limestone quarry operations and Defendant’s expertise
in 	heavy 	equipment 	and 	material 	processing 	equipment 	to 	select
this rock crusher. Id. at ¶18.
After 	purchasing 	the 	Portable 	Plant, 	it 	repeatedly
malfunctioned, 	suffered 	catastrophic 	failures 	and 	required
multiple 	repairs. 	Id. 	at 	¶20. 	Plaintiff 	later 	found 	out 	that 	the
Portable 	Plant 	was 	a 	cement 	crusher 	and 	not 	capable 	of 	crushing
limestone. Id. at ¶21. Plaintiff contacted Defendant regarding the
issues 	wherein 	Plaintiff 	alleges 	Defendant 	admitted 	the 	Portable
Plant 	was 	the 	wrong 	type 	of 	crusher 	and 	not 	suitable 	for
Plaintiff’s 	use 	in 	the 	operation 	of 	a 	limestone 	quarry. 	Id. 	at
¶22.
Based 	on 	these 	facts, 	Plaintiff’s 	Complaint 	asserts 	the
following causes of action against Defendant:
(1) 	Breach 	of 	Warranty 	of 	Fitness 	for 	a
Particular Purpose (Count One);
(2) 	Breach of Contract (Count Two);
(3) 	Breach of Express and Implied Warranties
(Count Three); and
(4) 	Detrimental 	Reliance/Equitable 	Estoppel
(Count Four).
Id. 	at 	pp. 	5-9. 	Plaintiff 	seeks 	an 	array 	of 	damages 	for 	these
claims. Id. at p. 10.
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III. STANDARD OF REVIEW
Rule 	12(b)(6) 	allows 	a 	defendant 	to 	move 	for 	dismissal 	upon
the 	ground 	that 	a 	complaint 	does 	not 	“state 	a 	claim 	upon 	which
relief can be granted.” 	In ruling on a 12(b)(6) motion to dismiss,
a 	court 	“must 	accept 	as 	true 	all 	of 	the 	factual 	allegations
contained in the complaint.” 	Anderson v. Sara Lee Corp., 508 F.3d
181, 188 (4th Cir. 2007) (quoting Erickson v. Pardus, 551 U.S. 89,
94 	(2007)). 	A 	court 	is 	“not 	bound 	to 	accept 	as 	true 	a 	legal
conclusion 	couched 	as 	a 	factual 	allegation.” 	Papasan 	v. 	Allain,
478 U.S. 265, 286 (1986).
A 	court 	should 	dismiss 	a 	complaint 	if 	it 	does 	not 	contain
“enough facts to state a claim to relief that is plausible on its
face.” 	Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007).
Plausibility 	exists 	“when 	the 	plaintiff 	pleads 	factual 	content
that 	allows 	the 	court 	to 	draw 	the 	reasonable 	inference 	that 	the
defendant 	is 	liable 	for 	the 	misconduct 	alleged.” 	Ashcroft 	v.
Iqbal, 	556 	U.S. 	662, 	678 	(2009). 	A 	motion 	to 	dismiss 	“does 	not
resolve contests surrounding the facts, the merits of a claim, or
the 	applicability 	of 	defenses.” 	Republican 	Party 	of 	N.C. 	v.
Martin, 	980 	F.2d 	943, 	952 	(4th 	Cir. 	1992). 	Dismissal 	is
appropriate 	only 	if 	“it 	appears 	to 	be 	a 	certainty 	that 	the
plaintiff would be entitled to no relief under any state of facts
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which 	could 	be 	proven 	in 	support 	of 	its 	claim.” 	Johnson 	v.
Mueller, 415 F.2d 354, 355 (4th Cir. 1969).
When a defendant moves to dismiss under Rule 12(b)(6), courts
are limited to considering the sufficiency of allegations set forth
in the complaint and the “documents attached or incorporated into
the 	complaint.” 	E.I. 	du 	Pont 	de 	Nemours 	& 	Co. 	v. 	Kolon 	Indus.,
Inc., 	637 	F.3d 	435, 	448 	(4th 	Cir. 	2011). 	“Consideration 	of
extrinsic 	documents 	by 	a 	court 	during 	the 	pleading 	stage 	of
litigation improperly converts the motion to dismiss into a motion
for 	summary 	judgment.” 	Zak 	v. 	Chelsea 	Therapeutics 	Int’l, 	Ltd.,
780 F.3d 597, 606 (4th Cir. 2015) (citing E.I. du Pont de Nemours
& Co., 637 F.3d at 448). 	“This conversion is not appropriate when
the 	parties 	have 	not 	had 	an 	opportunity 	to 	conduct 	reasonable
discovery.” 	Id. 	Courts 	may 	consider 	documents 	attached 	to 	a
motion 	to 	dismiss 	without 	converting 	it 	to 	a 	motion 	for 	summary
judgment 	only 	if 	the 	documents 	are 	“integral 	to 	and 	explicitly
relied on in the complaint,” and “the plaintiffs do not challenge
[the documents’] authenticity.” 	Zak, 780 F.3d at 606-07; see also
Goines 	v. 	Valley 	Cmty. 	Servs. 	Bd., 	822 	F.3d 	159, 	166 	(4th 	Cir.
2016).
IV. 	DISCUSSION
Defendant 	moves 	to 	dismiss 	Count 	One 	(Breach 	of 	Warranty 	of
Fitness 	for 	a 	Particular 	Purpose) 	and 	Count 	Three 	(Breach 	of
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Express 	and 	Implied 	Warranties) 	of 	Plaintiff’s 	Complaint 	for
failure 	to 	state 	a 	claim. 	For 	the 	reasons 	discussed 	below, 	the
Court DENIES the motion to dismiss with respect to Counts One and
Three.
A. 	Dismissal 	pursuant 	to 	Rule 	12(b)(6) 	is 	not 	appropriate
because Plaintiff has plausibly pled its causes of action.
Defendant 	argues 	that 	Counts 	One 	and 	Three 	of 	the 	Complaint
should 	be 	dismissed 	because 	Plaintiff 	waived 	and 	disclaimed 	any
warranties 	relating 	to 	the 	suitability 	of 	the 	equipment 	for 	an
intended purpose by executing a separate agreement on February 19,
2025. ECF No. 4. Specifically, Defendant points to express waiver
language 	contained 	therein 	that 	states 	Plaintiff 	“represent[s],
warrant[s] 	and 	covenant[s]” 	that 	“the 	Equipment 	was 	selected 	by
you,” 	“the 	Equipment 	has 	been 	examined 	by 	you,” 	and 	critically,
“the Equipment is unconditionally and irrevocably accepted by you
as being suitable for its intended use.” Id. Defendant attaches to
its 	Motion 	the 	Loan 	Contract-Security 	Agreement 	entered 	into
between 	the 	Plaintiff 	and 	John 	Deere 	Construction 	& 	Forestry
Company 	(the 	“Loan 	Contract”). 	Id. 	at 	Ex. 	A. 	Defendant 	asserts
that 	any 	of 	the 	warranties 	at 	issue 	can 	be 	excluded 	or 	modified
when in writing and conspicuous, and the Loan Contract integral to
Plaintiff’s Complaint (which Plaintiff did not attach or reference
in 	its 	Complaint) 	defeats 	the 	breach 	of 	warranty 	claims. 	ECF 	No.
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4 	at 	p. 	8. 	In 	making 	this 	argument, 	Defendant 	relies 	heavily 	on
its own submitted facts, which include a separate agreement entered
between the Plaintiff and a third party (to which Defendant is not
a 	party). 	Defendant 	argues 	that 	the 	Loan 	Contract 	should 	be
considered 	at 	this 	stage 	because 	it 	is 	implicitly 	referenced 	in
the 	Complaint 	through 	the 	allegations 	regarding 	the 	purchase 	of
the 	equipment. 	Id. 	at 	n.1. 	The 	Court 	finds 	this 	insufficient 	and
will not consider documents attached to Defendant’s Motion unless
this 	Court 	finds 	any 	such 	document 	to 	be 	integral 	and 	explicitly
relied upon in Plaintiff’s Complaint 1 . Here, the Loan Contract, to
which Defendant is not a party, cannot be considered to have been
explicitly 	relied 	upon 	because 	it 	is 	never 	referenced 	in
Plaintiff’s 	Complaint. 	Further, 	Defendant’s 	arguments 	regarding
the explicit and conspicuous nature of the representations made in
the 	Loan 	Contract 	create 	issues 	more 	appropriately 	addressed 	at
the summary judgment stage after discovery, if necessary.
1 “[C]ourts may consider documents attached to a motion to dismiss without
converting 	it 	to 	a 	motion 	for 	summary 	judgment 	if 	the 	documents 	are
‘integral 	to 	and 	explicitly 	relied 	on 	in 	the 	complaint,” 	and 	‘the
plaintiffs do not challenge [the documents’] authenticity.” Roberts v.
Barnes, No. 1:22cv65, 2023 WL 3656892, at *3 (N.D.W. Va. May 25, 2023)
(quoting Zak v. Chelsea Therapeutics Int’l, Ltd., 780 F.3d 597, 606-07
(4th Cir. 2015)).
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B. 	Plaintiffs’ Complaint sufficiently states plausible breach
of warranties to survive dismissal under Rule 12(b)(6).
Relevant to the present motion, Plaintiff’s Complaint alleges
claims 	against 	Defendant 	including 	Breach 	of 	Warranty 	of 	Fitness
for 	a 	Particular 	Purpose 	(Count 	One) 	and 	Breach 	of 	Express 	and
Implied Warranties (Count Three). Compl., ECF No. 1 at pp. 5-9.
1. Count 	One 	(Breach 	of 	Warranty 	of 	Fitness 	for 	a
Particular Purpose)
Under 	West 	Virginia 	law, 	“[w]here 	the 	seller 	at 	the 	time 	of
contracting 	has 	reason 	to 	know 	any 	particular 	purpose 	for 	which
the 	goods 	are 	required 	and 	that 	the 	buyer 	is 	relying 	on 	the
seller’s 	skill 	or 	judgment 	to 	select 	or 	furnish 	suitable 	goods,
there is . . . an implied warranty that the goods shall be fit for
such purpose.” See W. Va. Code § 46-2-315.
Plaintiff’s 	Complaint 	alleges 	that 	Defendant 	was 	aware 	that
Plaintiff 	ran 	a 	limestone 	quarry 	operation. 	Compl., 	ECF 	No. 	1 	at
¶30. Plaintiff’s Complaint also alleges that it relied on Defendant
to use its skill, experience, and knowledge of materials processing
equipment 	and 	the 	Plaintiff’s 	limestone 	quarry 	operations 	to
select an appropriate rock crusher. Id. at ¶31. Plaintiff further
alleges 	that 	Defendant 	represented 	the 	ultimately 	unsuitable
Portable 	Plant 	cement 	crusher 	as 	suitable 	for 	Plaintiff’s 	needs
and purposes. Id. at ¶¶32,50.
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Defendant 	argues 	dismissal 	of 	Count 	One 	is 	appropriate
because Plaintiff entered into a Loan Contract-Security Agreement
(the 	“Loan 	Contract”) 	with 	John 	Deere 	Construction 	& 	Forestry
Company (who is not a party to this suit) to finance the purchase
of the equipment at issue in this case. ECF No. 4 at pp. 1-2, Ex.
A. The Loan Contract states that Ace “represent[s], warrant[s] and
covenant[s]” 	that 	“the 	Equipment 	was 	selected 	by 	you,” 	“the
Equipment has been examined by you,” and critically, “the Equipment
is 	unconditionally 	and 	irrevocably 	accepted 	by 	you 	as 	being
suitable 	for 	its 	intended 	use.” 	Id. 	Defendant 	argues 	Plaintiff
waived any implied warranty of fitness for a particular purpose by
making an admission against its interest in the Loan Contract that
was 	explicit 	and 	conspicuous 	enough 	to 	exclude 	or 	modify 	any
implied warranties. Id. at 5.
In 	response, 	Plaintiff 	argues 	that 	Defendant’s 	position 	is
without merit because the language contained in the Loan Contract
entered 	into 	with 	a 	third 	party, 	in 	which 	the 	seller 	is 	not 	a
party, 	cannot 	operate 	to 	disclaim 	or 	modify 	warranties 	created
during 	a 	commercial 	sale. 	ECF 	No. 	8 	at 	pp. 	5-7. 	Plaintiff 	also
argues that in the alternative, the language of the Loan Contract
is 	insufficient 	to 	waive 	any 	warranties 	between 	the 	buyer 	and
seller. Id. at pp. 7-9. Plaintiff lastly asserts that the language
of 	the 	Loan 	Contract 	was 	not 	an 	effective 	waiver 	since 	“Ace 	was
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not 	aware 	that 	JRE 	sold 	them 	the 	wrong 	crusher 	until 	after 	the
financing 	agreement 	was 	signed 	and 	the 	Cement 	Crusher 	was
delivered.” Id. at p. 8.
Defendant 	contends 	in 	its 	reply 	in 	further 	support 	of 	its
partial motion to dismiss that the Loan Contract must be considered
as 	it 	is 	integral 	to 	the 	Complaint. 	ECF 	No. 	10 	at 	1. 	Defendant
argues 	that 	the 	Loan 	Contract 	is 	a 	sufficient 	writing 	covered 	by
the UCC to exclude warranties and that the waiver language in this
document is sufficiently conspicuous and enforceable. Id. at 2-3.
Here, 	the 	Court 	finds 	that 	the 	Complaint 	plausibly 	states 	a
claim for Breach of Warranty of Fitness for a Particular Purpose.
Accepting 	as 	true 	the 	allegations 	raised 	in 	the 	Complaint,
Plaintiff sufficiently pled facts to show that its purchase of the
equipment 	was 	based 	on 	the 	reliance 	and 	expertise 	of 	the 	advice
offered 	to 	Plaintiff 	by 	Defendant. 	Therefore, 	Plaintiff 	pled
sufficient 	facts 	for 	the 	Court 	to 	reasonably 	infer 	that 	it 	could
be entitled to relief.
Moreover, Defendant’s arguments in support of dismissal rely
on 	outside 	evidence. 	These 	arguments 	are 	premature. 	The 	Court
cannot 	and 	will 	not 	resolve 	contests 	surrounding 	the 	merits 	of
claims 	under 	Rule 	12(b)(6). 	Defendant 	will 	have 	the 	opportunity
to 	argue 	the 	legality 	of 	the 	contracts 	and 	warranties 	on 	a
developed record following a reasonable opportunity for discovery,
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including 	depositions, 	answers 	to 	interrogatories, 	and 	other
document production.
2. Count Three (Breach of Express and Implied Warranties)
Under the West Virginia Code,
(1) 	Express 	warranties 	by 	the 	seller 	are
created as follows:
(a) Any affirmation of fact or promise made by
the 	seller 	to 	the 	buyer 	which 	relates 	to 	the
goods 	and 	becomes 	part 	of 	the 	basis 	of 	the
bargain 	creates 	an 	express 	warranty 	that 	the
goods 	shall 	conform 	to 	the 	affirmation 	or
promise.
(b) Any description of the goods which is made
part 	of 	the 	basis 	of 	the 	bargain 	creates 	an
express warranty that the goods shall conform
to the description.
(c) Any sample or model which is made part of
the 	basis 	of 	the 	bargain 	creates 	an 	express
warranty 	that 	the 	whole 	of 	the 	goods 	shall
conform to the sample or model.
(2) It is not necessary to the creation of an
express 	warranty 	that 	the 	seller 	use 	formal
words such as “warrant” or “guarantee” or that
he 	have 	a 	specific 	intention 	to 	make 	a
warranty, 	but 	an 	affirmation 	merely 	of 	the
value 	of 	the 	goods 	or 	a 	statement 	purporting
to 	be 	merely 	the 	seller’s 	opinion 	or
commendation 	of 	the 	goods 	does 	not 	create 	a
warranty.
W. Va. Code § 46-2-313. To establish a breach of express warranty,
a plaintiff must “show the existence of an express warranty, breach
of 	the 	express 	warranty, 	and 	damages 	proximately 	caused 	by 	the
breach.” 	Bishop 	v. 	Triumph 	Motorcycles 	(Am.) 	Ltd., 	No. 	3:18-CV-
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186, 	2021 	WL 	4316810, 	at 	*9 	(N.D.W. 	Va. 	Sept. 	22, 	2021), 	aff’d,
No. 	21-2113, 	2022 	WL 	17103710 	(4th Cir. 	Nov. 	22, 	2022)(citation
omitted).
West 	Virginia 	law 	provides 	for 	two 	types 	of 	implied
warranties: 	(1) 	the 	implied 	warranty 	of 	merchantability, 	and 	(2)
the 	implied 	warranty 	of 	fitness 	for 	a 	particular 	purpose. 	See 	W.
Va. Code §§ 46-2-314, 46-2-315. Defendant’s Motion relating to the
Implied 	Warranty 	of 	Fitness 	for 	a 	Particular 	Purpose 	has 	been
denied 	for 	reasons 	previously 	discussed 	and 	the 	Plaintiff 	raises
no claims involving the implied warranty of merchantability.
Plaintiff’s Complaint alleges that “[p]rior to the sale, JRE
represented 	and 	warranted 	that 	the 	Cement 	Crusher 	would 	process
limestone 	from 	Ace’s 	limestone 	quarry 	operation 	and 	would
otherwise be suitable for Ace’s needs.” Compl., ECF No. 1 at ¶50.
Plaintiff’s 	Complaint 	further 	alleges 	that 	“the 	Cement 	Crusher
will 	not 	process 	the 	limestone 	from 	Ace’s 	limestone 	quarry
operation as warranted.” Id. at ¶52. Plaintiff’s Complaint alleges
that 	Defendant 	has 	refused 	to 	remedy 	the 	issue 	and 	as 	a 	result,
Ace has suffered significant damages. Id. at ¶¶53-55.
Defendant argues dismissal of Count Three on the same grounds
set 	forth 	under 	Count 	One. 	Specifically, 	Defendant 	contends 	that
Plaintiff’s 	representations 	in 	the 	Loan 	Contract 	are 	“sufficient
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TO DISMISS [ECF NO.4]
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to waive any express warranty relating to the suitability and use
of the crusher at issue.” ECF No. 4 at P. 7.
Similar 	to 	the 	reasoning 	set 	forth 	in 	Count 	One, 	the 	Court
finds 	that 	the 	Complaint 	plausibly 	states 	its 	claim 	of 	Breach 	of
Express and Implied Warranties. 	Accepting as true the allegations
raised in the Complaint, Plaintiff sufficiently pled facts to show
that representations made by the seller relating to the goods had
become 	the 	basis 	of 	the 	bargain, 	and 	that 	Plaintiff 	experienced
damages 	caused 	by 	Defendant’s 	breach. 	Therefore, 	Plaintiff 	pled
sufficient 	facts 	for 	the 	Court 	to 	reasonably 	infer 	that 	it 	could
be entitled to relief.
Moreover, 	as 	in 	Count 	One, 	Defendant’s 	arguments 	in 	support
of 	dismissal 	of 	Count 	Three 	rely 	on 	outside 	evidence. 	These
arguments 	are 	premature. 	The 	Court 	cannot 	and 	will 	not 	resolve
the relative merits of claims under Rule 12(b)(6). 	Defendant will
have 	the 	opportunity 	to 	argue 	the 	legality 	of 	the 	contracts 	and
warranties 	on 	a 	developed 	record 	following 	a 	reasonable
opportunity 	for 	discovery, 	including 	depositions, 	answers 	to
interrogatories, and other document production.
V. 	CONCLUSION
For 	the 	reasons 	stated 	herein, 	James 	River 	Equipment
Virginia, 	LLC’s 	Partial 	Motion 	to 	Dismiss[ECF 	No. 	4] 	is 	DENIED.
The parties may file dispositive motions following the completion
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of discovery in accordance with the Court’s Scheduling Order.
It is so ORDERED.
The 	Clerk 	is 	directed 	to 	transmit 	copies 	of 	this 	Order 	to
counsel of record.
DATED: September 23, 2026
____________________________
THOMAS S. KLEEH, CHIEF JUDGE
NORTHERN DISTRICT OF WEST VIRGINIA
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