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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND MID-ATLANTIC CHEMICALS CORPORATION, et al., Plaintiffs v. SHAW INDUSTRIES, INC., Defendant : : : : : : : : ...o0o...

CIV. NO. AMD 04-3988

MEMORANDUM OPINION and ORDER Plaintiffs, Mid-Atlantic Chemicals Corporation and Kyle Technologies, Inc., instituted this diversity case alleging three claims each against defendant Shaw Industries, Inc.: breach of contract, breach of warranty, and fraud.1 Plaintiffs' claims arise out of an agreement entered into by the parties whereby Shaw agreed to supply plaintiffs with carpeting that plaintiffs would in turn resell to the Washington Metropolitan Area Transit Authority ("WMATA") for use in subway cars. Now pending is defendant's motion to dismiss the fraud counts of the Second Amended Complaint. For the within reasons, the motion shall be granted.2

For reasons that are not entirely clear, the plaintiffs are related corporations that, though referred to in this opinion in the plural, appear to be mere alter egos of each other. Apparently, standing issues may be lurking in the course of dealing between the plaintiffs on the one hand and defendant on the other hand, and thus both plaintiff companies are joined in this case. A motion to dismiss under Fed.R.Civ.P. 12(b)(6) will not be granted unless a plaintiff can prove no set of facts that would support his claim and entitle him to relief. Conley v. Gibson, 355 U.S. 41, 45-46 (1957). In considering a motion to dismiss, the court accepts as true all wellpleaded allegations and views the complaint in the light most favorable to the plaintiff. Mylan Labs., Inc. v. Matkari, 7 F.3d 1130, 1134 (4th Cir.1993).
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I. For purposes of the motion to dismiss, plaintiffs' factual allegations are presumed true. Plaintiffs are Maryland corporations located in Queen Anne's County. Second Amended Complaint

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