United Mobile Homes, Inc. v. ING INVESTMENT MANAGEMENT, LLC Appeal from the United States District Court for the…

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
No. 01-1753
UNITED MOBILE HOMES, INC.
Appellant
v.
ING INVESTMENT MANAGEMENT, LLC
Appeal from the United States District Court
for the Eastern District of Pennsylvania
(D.C. Civil Action No. 00-cv-3375)
District Judge: Honorable William H. Walls
Submitted Under Third Circuit LAR 34.1(a)
February 25, 2002
Before: ROTH and FUENTES, Circuit Judges
GIBSON*, Circuit Judge
( Opinion filed : May 24, 2002 )
* Honorable John R. Gibson, Senior Circuit Court Judge for the Eighth Circuit,
sitting by designation.
- OPINION -
ROTH, Circuit Judge:
Appellant United Mobile Homes (UMH) appeals the order of the United States
District Court for the District of New Jersey, granting appellee ING Investment
Management, LLC’s motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(6).
We have appellate jurisdiction from a final order of judgment pursuant to 28
U.S.C. 1291. We exercise plenary review over complaints dismissed for failure to state
a claim under Fed.R.Civ.P. 12(b)(6). See Ditri v. Caldwell Banker Residential Affiliates,
Inc., 954 F. 2d 869, 871 (3d Cir. 1992) and Breyer v. Meissner, 214 F.3d 416, 421 (3d
Cir. 2000).
In reviewing a motion to dismiss, the non-moving party is given the benefit of all
reasonable inferences that can be drawn from the allegations in the complaint, and the
court must accept these allegations as true. Breyer v. Meissner, 214 F. 3d 416, 421 (3d
Cir. 2000) citing Lake v. Arnold, 112 F. 3d 682, 642 (3d Cir. 1997) and D.R. v. Middle
Bucks Area Vocational Technical Sch., 972 F.2d 1364, 1367 (3d Cir. 1992), cert. denied,
113 S. Ct. 1045 (1993). A court may also consider an undisputedly authentic document
that a party attaches as an exhibit to a motion to dismiss for failure to state a claim under

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Fed.R.Civ.P. 12(b)(6) if the party’s claims are based on that document. See Pension Ben.
Guar.Corp. V. White Consol. Ind., 998 F.2d 1192, 1196 (3d Cir. 1993), cert. denied 114
S. Ct. 687 (1994).
In April 1999, UMH applied for a commercial loan from ING and submitted a
deposit. ING rejected the loan application and returned the deposit. One year later,
UMH brought suit against ING, alleging (1) breach of contract, (2) breach of implied
covenant of good faith and fair dealing, (3) misrepresentation, (4) promissory estoppel,
(5) quantum meruit, (6) negligent misrepresentation, and (7) tortious bad faith. The
District Court granted ING’s motion to dismiss all seven counts pursuant to Fed.R.Civ.P.
12(b)(6). We will affirm the judgment of the District Court.
Based upon the provisions of the loan applications and of the New Jersey Statute
of Frauds, N.J.S.A. 25-1(f), the District Court found that no enforceable written
contract/agreement was formed between UMH and ING. UMH contends, however, that
the Statute of Frauds was satisfied because an actual "writing" did exist. This alleged
writing was the modified loan application submitted to UMH from ING. UMH returned
the completed loan application to ING with a deposit of $75,000. UMH contends that
this act of returning the completed loan application with a deposit was its acceptance of
ING’s "offer" and the completed loan application was the written contract/agreement.
The District Court correctly concluded that for this "writing" to be considered a
contract, ING would have had to accept the loan application as the contract. ING,
however, denied the loan application. Therefore, no written contract/agreement existed.
In addition, the District Court found that no intentional or negligent
misrepresentation had occurred. UMH alleges, however, that ING falsely represented
that, if UMH qualified for a multi-million dollar loan, ING would be willing to lend
UMH the money. The District Court found this to be a conditional statement that does
not misrepresent a presently existing or past fact. It was nothing more than a statement
of a possible future conditional event. Thus, this statement fails to meet the requirements
of a claim of intentional misrepresentation.
The District Court also found that UMH had failed to meet the elements of the
doctrine of promissory estoppel and that UMH’s claim for quantum meruit was deficient
on its face.
Our review of the record convinces us that the District Court did not err in
dismissing the complaint. For the above reasons, we will affirm the judgment of the
District Court.
TO THE CLERK:
Please file the foregoing Opinion.
By the Court,
/s/ Jane R. Roth
Circuit Judge

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