Fort Prods., Inc. v. Men's Med. Clinic, LLC
| Decision Date | 23 February 2016 |
| Docket Number | No. 15-CV-00376 (NSR),15-CV-00376 (NSR) |
| Parties | FORT PRODUCTIONS, INC d/b/a, FORT GROUP Plaintiff, v. MEN'S MEDICAL CLINIC, LLC a/k/a MEN'S MEDICAL CLINIC a/k/a NEW YORK MEN'S MEDICAL CLINIC Defendant. |
| Court | U.S. District Court — Southern District of New York |
Plaintiff Fort Productions, Inc. ("Plaintiff") brings this action against Defendant Men's Medical Clinic, LLC ("Defendant") arising out of Defendant's alleged failure to pay for Plaintiff's marketing services. Plaintiff's amended complaint (ECF No. 3, or the "Amended Complaint") asserts the following claims against Defendant: (1) breach of contract, (2) account stated, (3) quantum meruit, and (4) a claim for attorney's fees. Presently before the court is Defendant's motion to dismiss the Amended Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. For the following reasons, Defendant's motion to dismiss is GRANTED in part and DENIED in part.
The following facts are taken from the Amended Complaint unless otherwise noted and are taken as true for the purposes of this motion.
Plaintiff is a marketing services company located in Ridgefield Park, New Jersey. (Am. Compl. ¶¶ 3, 5.) Defendant was and still is a limited liability company that maintains an office in White Plains, New York. (Id. at ¶ 4.) By agreement dated July 10, 2014, Plaintiff was to provide marketing and advertising services to Defendant for the 2014-2015 time period. (Id. at ¶ 5.) Defendant agreed to pay the "fair and reasonable value of such services." (Id. at ¶ 6.) Plaintiff accepted Defendant's offer and performed marketing and advertising services for Defendant. (Id. at ¶¶ 7-8.) Despite efforts made by Plaintiff to receive payment for its services, including transmission of an invoice, Defendant failed to pay for the services in the amount of $800,091.00. (Id. at ¶ 8.)
"To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 566 U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 554, 570 (2007)). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 566 U.S. at 678. Although "a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Starr v. Sony BMG Music Entm't, 592 F.3d 314, 321 (2d Cir. 2010). A court should accept non-conclusory allegations in the complaint as true and draw all reasonable inferences in the plaintiff's favor. Ruotolo v. City of N.Y., 514 F.3d 184, 188 (2d Cir. 2008). "[T]he duty of a court 'is merely to assess the legal feasibility of the complaint, not to assay the weight of the evidence which might be offered in support thereof.'" DiFolco v. MSNBC Cable L.L.C., 622 F.3d 104, 113 (2d Cir. 2010) (quoting Cooper v. Parsky, 140 F.3d 433, 440 (2d Cir. 1998)).
Defendant contends that Plaintiff's breach of contract claim fails because the Amended Complaint does not articulate (1) whether the at-issue contract was oral or written and (2) the specific terms of the agreement between the parties. (Defendant's Motion to Dismiss Amended Complaint ("Def's Mot.") at 6.) Plaintiff argues, on the other hand, that it has set forth a valid claim absent such specificities. (Memorandum of Law in Opposition to Defendant's Motion to Dismiss the Amended Complaint ("Pl.'s Opp.") at 2.) The Court will address each of Defendant's challenges to the breach of contract claim in turn.
In Eternity Global Master Fund Limited. v. Morgan Guaranty Trust Company of New York, the Second Circuit held that to state validly a breach of contract claim under New York law, "a plaintiff need only allege (1) the existence of an agreement, (2) adequate performance of the contract by the plaintiff, (3) breach of contract by the defendant, and (4) damages." 375 F.3d 168, 177 (2d Cir. 2004) (emphasis added). "To plead these elements 'a plaintiff must identify what provisions of the contract were breached as a result of the acts at issue.'" Ellington Credit Fund, 837 F. Supp. 2d at 189 (quoting Wolff v. Rare Medium, Inc., 171 F. Supp. 2d 354, 358 (S.D.N.Y.2001)). Here, Plaintiff has alleged adequately the requisite elements of a breach ofcontract action. In particular, the Amended Complaint states that Plaintiff and Defendant entered into a contract for Plaintiff to perform marketing and advertising services for Defendant; Defendant agreed to pay a "fair and reasonable price" for Plaintiff's services; Plaintiff performed on the contract; Defendant failed to pay Plaintiff; and Plaintiff suffered damages in the amount of $800,091.00. (Am. Compl. ¶¶ 10-14.) The Court therefore declines to dismiss Plaintiff's breach of contract claim.
Defendant cites two cases for the proposition that a complaint must delineate whether a contract is oral or written to maintain a valid cause of action for breach of contract. Neither case cited by Defendant is binding on this Court, and, in any event, they are distinguishable. In Cherry Creek Woodcraft, Inc. v. Plum Creek Manufacturing, Inc., the court relied upon three cases for the proposition that a complaint must state whether the operative contract was oral or written: Mayes v. Local 106, Int'l Union of Operating Engineers, 739 F. Supp. 744 (N.D.N.Y. 1990) ("Mayes"); Marquadt-Glenn Corporation v. Lumelite Corporation, 11 F.R.D. 175 (S.D.N.Y. 1951) ("Marquadt-Glenn"); and Chrysler Capital Corporation v. Hilltop Egg Farms, Inc., 129 A.D.2d 927 (3d Dep't 1987) ("Chrysler Capital"). No. 94-CV-0601E(H), 1995 WL 428609, at *2 (W.D.N.Y. July 18, 1995) ("Cherry Creek"). An examination of each of these cases, however, reveals that they do not in fact substantiate the Cherry Creek court's contention. In Mayes, the court explicitly noted that "the plaintiff (or counterclaimant) is not required to attach a copy of the contract or to plead its terms verbatim." 739 F. Supp. at 748. In Marquadt-Glenn, the court plainly denied the defendant's motion to dismiss the plaintiff's breach of contract claim and only discussed the issue of whether the contract was oral or written in the context of defendant's motion for a more definite statement of the complaint. 11 F.R.D. at 176. Finally, in Chrysler Capital, the court determined that plaintiff's breach of contract claim wasdeficient because the agreement referred to in the complaint made reference to a schedule that was neither described in the complaint nor attached thereto. 129 A.D.2d at 928. As such, the complaint failed to set forth the essential terms of the agreement.2
Defendant's citation of Rommel v. Laffey, 194 F.R.D. 441 (N.D.N.Y. 2000) ("Rommel") is similarly unpersuasive. The Court traces the holding in Rommel back to the opinion of the Appellate Division, First Department, in Bomser v. Moyle, 89 A.D.2d 202 (1st Dep't 1982) ("Bomser"). In Bomser, the amended complaint referred to both an undated document as well as an oral agreement, which muddied the court's understanding of the complete set of terms of the parties' agreement. 89 A.D.2d at 204. The Court therefore granted plaintiff leave to replead to clarify the scope of the agreement. Id.
Defendant's second attack on the sufficiency of the breach of contract claim is that the Amended Complaint fails to specify the terms of the agreement. (Def.'s Mot. at 3-4.) Window Headquarters, Inc. v. MAI Basic Four, Inc., Nos. 91-cv-1816 (MBM), 92-cv-5283 (MBM), 1993 WL 312899 (S.D.N.Y. Aug. 12, 1993) ("Window Headquarters"), which Defendant relies upon for this argument, is distinguishable from the instant case. In Window Headquarters, the plaintiff's complaint was dismissed because it failed to refer to any contracts with the named defendants and failed to affirmatively state those parties to the contract. Id. at *3 (emphasis added). That deficiency is not present here as Plaintiff clearly stated Defendant was a party to the agreement dated July 10, 2014. (Am. Compl. ¶ 5.)
Additionally, Defendant asserts that the Amended Complaint is insufficient in that it fails to provide several terms of the contract, notably, the amount of compensation agreed to under thecontract; the specific services the parties agreed to; the due date for payment under the contract; and the date such payment was demanded. (Defendant's Reply Brief in Support of Motion to Dismiss Amended Complaint ("Def.'s Reply") at 2.) While "[a] plaintiff is not required to attach a copy of the contract or plead its terms verbatim," the complaint nevertheless "must set forth the terms of the agreement upon which liability is predicated." Window Headquarters, 1993 WL 312899, at *3 (internal citations omitted). Here, the Amended Complaint is sufficient because it states that Defendant retained Plaintiff for marketing and advertising services and that Defendant would pay the "fair and reasonable value" for such services. (Am. Compl. ¶¶ 5-6.) The Court finds that these are non-conclusory allegations that must be read in favor of the plaintiff on a motion to dismiss. Discovery in this case will reveal further details of the parties' agreement. Accordingly, the Court denies Defendant's motion to dismiss the breach of contract claim.
To assert an account stated claim in a complaint, a plaintiff must allege that "(1) an account was presented, (2) the account was accepted as correct, and (3) the debtor promised to pay the amount stated." Nanjing Textiles IMP/EXP Corp., Ltd. v. NCC Sportswear Corp., ...
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