Answer and Cross-Complaint

ANSWER AND CROSS-COMPLAINT

Drafting Notes (remove before filing):
- Under FRCP 8(b), each allegation must be specifically admitted, denied, or disclaimed for lack of knowledge/information sufficient to form a belief (which has the effect of a denial).
- Under FRCP 13(a), a counterclaim is compulsory if it arises out of the same transaction or occurrence as the opposing party's claim; failure to plead it may result in waiver.
- Under FRCP 13(g), a cross-claim runs against a co-party (e.g., co-defendant), not the opposing party.
- Many states use "cross-complaint" as a unified pleading device covering both counterclaims and cross-claims. Confirm state-specific procedural rules.
- Affirmative defenses should be pled with enough factual specificity to satisfy Twombly/Iqbal in circuits that apply that standard to defenses.

CAPTION

[COURT NAME]
[COUNTY / DISTRICT], [STATE]

PART ONE: ANSWER TO COMPLAINT

Defendant [________________________________] ("Defendant"), by and through undersigned counsel, answers the Complaint of Plaintiff [________________________________] ("Plaintiff") as follows:

PRELIMINARY STATEMENT

Defendant denies each and every allegation in the Complaint that is not specifically admitted herein. Defendant reserves all rights and affirmative defenses available under applicable law, whether or not expressly stated below. The listing of any defense does not constitute an admission that Defendant bears any burden with respect to any element of any claim.

SECTION I: ADMISSIONS AND DENIALS

[Instructions: Address each numbered paragraph of the Complaint. Use one of the three formats below.]

Paragraph 1:
☐ Admitted.
☐ Denied.
☐ Defendant lacks knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph [____] and therefore denies them.
☐ Admitted in part; denied in part. Defendant admits [________________________________] and denies [________________________________].

Paragraph 2:
Responding to Paragraph 2 of the Complaint, Defendant [admits / denies / lacks knowledge or information sufficient to form a belief as to the truth of] the allegations therein. [If partial: Defendant admits that [________________________________] but denies that [________________________________].]

Paragraphs 3 through [____]:
[Continue in same format for each paragraph. For lengthy complaints, group related paragraphs where all are fully admitted or fully denied.]

Responding to Paragraph [____], Defendant admits [________________________________].

Responding to Paragraph [____], Defendant denies [________________________________].

Responding to Paragraphs [____] through [____], Defendant lacks knowledge or information sufficient to form a belief as to the truth of those allegations and therefore denies them.

SECTION II: AFFIRMATIVE DEFENSES

As and for Defendant's affirmative defenses to the Complaint, Defendant alleges as follows. Defendant does not assume any burden of proof or persuasion not otherwise imposed by law. Defendant reserves the right to amend or supplement these affirmative defenses as additional information becomes available through discovery.

First Affirmative Defense — Failure to State a Claim (FRCP 12(b)(6))
The Complaint, and each cause of action therein, fails to state a claim upon which relief can be granted. Plaintiff has not alleged facts that plausibly support each element of the claims asserted. Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007); Ashcroft v. Iqbal, 556 U.S. 662 (2009).

Second Affirmative Defense — Statute of Limitations
The claims asserted in the Complaint are barred, in whole or in part, by the applicable statute of limitations. Specifically, [________________________________] occurred more than [____] years before the filing of the Complaint, and Plaintiff did not timely file suit. See [applicable statute, e.g., Cal. Code Civ. Proc. § 337; FRCP 8(c)(1)].

Third Affirmative Defense — Statute of Frauds
The claims, or certain of them, are barred by the applicable statute of frauds because the alleged agreement was not reduced to writing and signed by the party to be charged, as required by [applicable statute, e.g., Cal. Civ. Code § 1624; Tex. Bus. & Com. Code § 26.01]. See FRCP 8(c)(1).

Fourth Affirmative Defense — Waiver
Plaintiff waived the right to assert the claims alleged in the Complaint by [________________________________], including by conduct inconsistent with the enforcement of the alleged rights.

Fifth Affirmative Defense — Estoppel
Plaintiff is estopped from asserting the claims in the Complaint because Plaintiff [________________________________], upon which Defendant reasonably relied to Defendant's detriment.

Sixth Affirmative Defense — Laches
Plaintiff's claims are barred by the doctrine of laches because Plaintiff unreasonably delayed in asserting the alleged claims, and Defendant has been prejudiced by such delay in that [________________________________].

Seventh Affirmative Defense — Unclean Hands
Plaintiff's claims are barred by the doctrine of unclean hands because Plaintiff engaged in inequitable conduct directly related to the subject matter of this litigation, including [________________________________].

Eighth Affirmative Defense — Failure of Consideration
Plaintiff's contract-based claims are barred by failure of consideration because [________________________________], and Plaintiff did not provide the bargained-for consideration required to support the alleged agreement.

Ninth Affirmative Defense — Payment / Accord and Satisfaction
The claims are barred, in whole or in part, because Defendant has fully paid or satisfied the obligations alleged, or because the parties reached an accord and satisfaction regarding the matters in dispute. See FRCP 8(c)(1).

Tenth Affirmative Defense — Release
The claims are barred, in whole or in part, by a valid release executed by Plaintiff on or about [__/__/____], releasing Defendant from liability for the matters at issue in this litigation.

Eleventh Affirmative Defense — Comparative Fault / Contributory Negligence
If Plaintiff sustained any damages, which Defendant denies, such damages were caused or contributed to by Plaintiff's own negligence, fault, or conduct. Any recovery should be reduced or eliminated in proportion to Plaintiff's comparative fault under the applicable comparative fault doctrine.

Twelfth Affirmative Defense — Assumption of Risk
Plaintiff assumed the risk of the alleged harm by voluntarily engaging in [________________________________] with full knowledge of the risks involved.

Thirteenth Affirmative Defense — Intervening/Superseding Cause
Any damages allegedly sustained by Plaintiff were proximately caused by the independent, intervening, and superseding acts or omissions of third parties over whom Defendant had no control, including [________________________________].

Fourteenth Affirmative Defense — Failure to Mitigate
Plaintiff failed to take reasonable steps to mitigate the damages alleged in the Complaint. Plaintiff's recovery, if any, should be reduced to the extent of Plaintiff's failure to mitigate.

Fifteenth Affirmative Defense — Duress / Coercion
The agreement or obligations alleged in the Complaint are unenforceable because they were entered into under duress or coercion by [________________________________].

Sixteenth Affirmative Defense — Illegality
The claims are barred, in whole or in part, because the alleged contract or agreement was illegal, against public policy, or void under applicable law, including [________________________________].

Seventeenth Affirmative Defense — Consent
Plaintiff consented to the conduct alleged in the Complaint, thereby precluding recovery for claims arising from that conduct.

Eighteenth Affirmative Defense — No Damages / Speculative Damages
Plaintiff has suffered no actual damages as a result of any alleged conduct of Defendant. To the extent Plaintiff claims damages, such damages are speculative and not recoverable.

Nineteenth Affirmative Defense — Set-Off / Recoupment
Defendant is entitled to a set-off against any judgment that may be entered in favor of Plaintiff, in an amount equal to [________________________________] owed by Plaintiff to Defendant.

Twentieth Affirmative Defense — Arbitration Clause
Plaintiff's claims are subject to mandatory arbitration pursuant to a valid and enforceable arbitration agreement between the parties. See Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Additional Affirmative Defenses
Defendant reserves the right to assert additional affirmative defenses as they become known through discovery or further investigation.

PART TWO: CROSS-COMPLAINT

[Note: In federal court, a claim against a co-defendant is a "cross-claim" under FRCP 13(g). In California state court, defendants may file a "cross-complaint" against co-defendants, third parties, and plaintiffs. Adapt headings and captions per local rules.]

Defendant and Cross-Complainant [________________________________] ("Cross-Complainant"), by and through undersigned counsel, alleges against Cross-Defendant [________________________________] ("Cross-Defendant") as follows:

SECTION III: PARTIES TO CROSS-COMPLAINT

1. Cross-Complainant [________________________________] is a [individual / corporation / LLC / partnership] [organized under the laws of ____] with its principal place of business at [________________________________].

2. Cross-Defendant [________________________________] is a [individual / corporation / LLC / partnership] [organized under the laws of ____] with its principal place of business at [________________________________], doing business in [________________________________].

3. Cross-Defendant [________________________________] (additional cross-defendant, if any) is a [individual / corporation / LLC / partnership] with its principal place of business at [________________________________].

SECTION IV: JURISDICTION AND VENUE (CROSS-COMPLAINT)

4. This Court has jurisdiction over the cross-complaint because it arises out of the same transaction or occurrence as the original action and involves the same parties and related subject matter. See FRCP 13(g); [applicable state statute, e.g., Cal. Code Civ. Proc. § 428.10].

5. Venue is proper in this district/county because [Cross-Defendant resides here / the contract was to be performed here / the wrongful acts occurred here / ________________________________].

6. This cross-complaint is [compulsory / permissive] under [FRCP 13(a) / FRCP 13(b) / applicable state law] because [it arises from the same transaction or occurrence as the original claim / ________________________________].

SECTION V: GENERAL FACTUAL ALLEGATIONS

7. On or about [__/__/____], the events giving rise to both the original action and this cross-complaint occurred in connection with [________________________________].

8. Cross-Complainant and Cross-Defendant entered into a [written / oral] agreement dated [__/__/____] (the "Agreement"), pursuant to which [________________________________].

9. Under the Agreement and applicable law, Cross-Defendant undertook duties and obligations including [________________________________].

10. Cross-Defendant [breached those obligations / failed to perform / committed the following wrongful acts]: [________________________________].

11. As a direct and proximate result of Cross-Defendant's conduct, Cross-Complainant has been exposed to liability in the underlying action and has suffered independent damages including [________________________________].

12. Plaintiff's alleged damages, if any, were caused or contributed to by the acts and omissions of Cross-Defendant rather than Cross-Complainant.

SECTION VI: CAUSES OF ACTION (CROSS-COMPLAINT)

FIRST CAUSE OF ACTION — Equitable Indemnification

(Against All Cross-Defendants)

13. Cross-Complainant incorporates all preceding paragraphs as though fully set forth herein.

14. Cross-Defendant's acts and omissions, described above, caused or substantially contributed to the harm alleged by Plaintiff in the original Complaint.

15. Under the doctrine of equitable indemnification, Cross-Defendant is obligated to indemnify Cross-Complainant for any liability, judgment, settlement, attorney fees, or costs that Cross-Complainant incurs as a result of Plaintiff's claims.

16. It would be inequitable for Cross-Complainant to bear responsibility for harm caused by Cross-Defendant's conduct.

17. Cross-Complainant is entitled to full indemnification from Cross-Defendant for all sums adjudicated against Cross-Complainant in this action, plus attorney fees and costs reasonably incurred in defense of the original action.

SECOND CAUSE OF ACTION — Comparative Indemnification / Equitable Apportionment

(Against All Cross-Defendants)

18. Cross-Complainant incorporates all preceding paragraphs as though fully set forth herein.

19. To the extent Cross-Complainant is found liable to Plaintiff, any such liability should be apportioned among all responsible parties in proportion to their respective degrees of fault.

20. Cross-Defendant bears a greater degree of responsibility for the alleged harm than Cross-Complainant, and Cross-Defendant should be required to pay a proportionate share of any judgment.

21. Cross-Complainant is entitled to equitable apportionment and comparative indemnification from Cross-Defendant consistent with Cross-Defendant's proportionate share of fault.

THIRD CAUSE OF ACTION — Contribution

(Against All Cross-Defendants)

22. Cross-Complainant incorporates all preceding paragraphs as though fully set forth herein.

23. Cross-Complainant and Cross-Defendant are joint tortfeasors or co-obligors with respect to the claims asserted by Plaintiff.

24. If Cross-Complainant is required to pay any judgment or settlement in excess of Cross-Complainant's proportionate share of the common obligation, Cross-Complainant is entitled to contribution from Cross-Defendant for Cross-Defendant's proportionate share. See, e.g., Uniform Contribution Among Tortfeasors Act; [applicable state statute].

25. The right to contribution arises when one co-obligor pays more than its proportionate share of a common obligation and seeks to recover the excess from co-obligors.

FOURTH CAUSE OF ACTION — Breach of Contract

(Against Cross-Defendant [________________________________])

26. Cross-Complainant incorporates all preceding paragraphs as though fully set forth herein.

27. On or about [__/__/____], Cross-Complainant and Cross-Defendant entered into a valid and enforceable written contract (the "Agreement"), a true and correct copy of which is attached hereto as Exhibit A and incorporated herein by reference.

28. The Agreement provided, among other things, that Cross-Defendant would [________________________________].

29. Cross-Complainant fully performed all conditions, covenants, and obligations required under the Agreement, except those excused by Cross-Defendant's prior breach.

30. Cross-Defendant breached the Agreement by [________________________________], including by failing to [________________________________].

31. As a direct and proximate result of Cross-Defendant's breach, Cross-Complainant has suffered damages in an amount to be proven at trial, but not less than $[____________________], plus attorney fees and costs as provided in the Agreement.

FIFTH CAUSE OF ACTION — Express/Implied Contractual Indemnification

(Against Cross-Defendant [________________________________])

32. Cross-Complainant incorporates all preceding paragraphs as though fully set forth herein.

33. The Agreement between Cross-Complainant and Cross-Defendant contains an indemnification provision at Section [____], which provides: "[________________________________]."

34. By virtue of this provision, Cross-Defendant is contractually obligated to defend, indemnify, and hold harmless Cross-Complainant from and against any and all claims, liabilities, damages, losses, and expenses arising from or related to [________________________________].

35. Plaintiff's claims in this action arise from or relate to [________________________________], triggering Cross-Defendant's contractual indemnification obligations.

36. Cross-Complainant has incurred and continues to incur attorney fees and costs in defense of this action, for which Cross-Defendant is obligated to indemnify Cross-Complainant.

SECTION VII: PRAYER FOR RELIEF (CROSS-COMPLAINT)

WHEREFORE, Cross-Complainant [________________________________] prays for judgment against Cross-Defendant(s) as follows:

1. Indemnification: For a declaration that Cross-Defendant is obligated to fully indemnify Cross-Complainant for any and all liability, damages, judgments, or settlements arising from Plaintiff's claims in this action;

2. Contribution: For contribution from Cross-Defendant in proportion to Cross-Defendant's comparative fault or share of the common obligation;

3. Breach of Contract Damages: For compensatory damages in an amount to be proven at trial, but not less than $[____________________];

4. Attorney Fees and Costs: For reasonable attorney fees and costs incurred in connection with this cross-complaint, as authorized by contract, statute, or applicable equitable principles;

5. Pre- and Post-Judgment Interest: For interest at the applicable legal rate from the date of accrual through entry of judgment and satisfaction thereof;

6. Declaratory Relief: For a declaration of the respective rights, duties, and obligations of the parties as set forth herein; and

7. Other Relief: For such other and further relief as the Court deems just and proper.

SECTION VIII: JURY DEMAND

Cross-Complainant demands a trial by jury on all issues so triable pursuant to the Seventh Amendment to the United States Constitution and [Fed. R. Civ. P. 38 / applicable state rule].

SECTION IX: VERIFICATION (STATE COURT — IF REQUIRED)

I, [________________________________], declare under penalty of perjury under the laws of the State of [________________________________] that I am the [Defendant / authorized representative] in this action, that I have read the foregoing Answer and Cross-Complaint, and that to the best of my knowledge and belief, the contents are true and correct, except as to those matters stated on information and belief, and as to those matters, I believe them to be true.

Executed on [__/__/____], at [________________________________], [State].

[________________________________]
[Printed Name]
[Title, if applicable]

SECTION X: SIGNATURE BLOCK

Dated: [__/__/____]

Respectfully submitted,

[________________________________]
[ATTORNEY NAME], [State Bar No. ____]
[LAW FIRM NAME]
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[CITY, STATE ZIP]
Telephone: ([____]) [____-________]
Facsimile: ([____]) [____-________]
Email: [________________________________]

Attorney for Defendant and Cross-Complainant
[________________________________]

Sources and References:
- Fed. R. Civ. P. 8(b), 8(c), 13(a), 13(b), 13(g)
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009)
- American Motorcycle Assn. v. Superior Court, 20 Cal.3d 578 (1978) (comparative indemnification)
- Uniform Contribution Among Tortfeasors Act (adopted in many states)
- Cal. Code Civ. Proc. §§ 428.10–428.80 (cross-complaint procedure)
- Tex. R. Civ. P. 97 (counterclaim and cross-claim)
- Fla. R. Civ. P. 1.170 (counterclaims and cross-claims)
- https://www.law.cornell.edu/rules/frcp/rule_8
- https://www.law.cornell.edu/rules/frcp/rule_13