McNamara v. Picken

• Decision Date: 11 January 2012
• Docket Number: Civil Action No. 11–1051 (ESH).
• Citation: 866 F.Supp.2d 10
• Parties: Scott A. McNAMARA, M.D., Plaintiff, v. Catherine A. PICKEN, M.D., et al.
• Court: U.S. District Court — District of Columbia

866 F.Supp.2d 10

Scott A. McNAMARA, M.D., Plaintiff,

v.Catherine A. PICKEN, M.D., et al.

Civil Action No. 11–1051 (ESH).

United States District Court, District of Columbia.

Jan. 11, 2012.

Richard E. Schimel, Budow & Noble, PC, Bethesda, MD, for Plaintiff.

Mitchell J. Rotbert, Law Office of Mitchell J. Rotbert, Rockville, MD, for Catherine A. Picken, M.D., et al.

MEMORANDUM OPINION

ELLEN SEGAL HUVELLE, District Judge.

Plaintiff Scott McNamara (“McNamara”) filed this action against defendant Catherine Picken (“Picken”) and defendant Washington ENT Group, PLLC (“WENT”) for an accounting, conversion, breach of contract, interference with business relations, and defamation. Before this Court is defendants' motion pursuant to Federal Rule of Civil Procedure 12(c) for judgment on the pleadings. ( See Def.'s Mot. for J. on the Pleadings [Dkt. No. 26] (“Defs.' Mot.”).) For the reasons stated, this Court grants defendants' motion with respect to Count III, but denies it in all other respects.

BACKGROUND

McNamara and Picken are both physicians practicing in the District of Columbia. (Compl. ¶¶ 1, 2.) Picken is the sole owner and member of WENT. (Defs.' Answer, Affirmative Defs., & Countercl. ¶ 4 [Dkt. No. 5]. ¹). In June 2010, McNamara and Picken began meeting to discuss the possibility of working together and sharing office space. (Answer ¶¶ 13, 14, 17, 21.) These discussions continued through that summer and included negotiations to lease office space together near Sibley Memorial Hospital. ( Id. ¶¶ 14–18, 25, 26.) Plaintiff alleges that during this period, McNamara and Picken agreed to merge their practices. (Compl. ¶ 9.) In August 2010, Picken and McNamara executed a sublease for an office on Mass. Ave. and McNamara moved into that office. (Defs.' Countercl. ¶¶ 27–30.) They sent out printed announcements announcing the merger of their practices. (Compl. ¶ 13.) WENT began billing health insurers for services rendered by McNamara and depositing the money into WENT's account. ( Id. ¶¶ 14–16.) McNamara was added to the WENT account at Bank of America. ( Id. ¶ 18.) The parties exchanged communications indicating that each would be expected to contribute equally to the cost of McNamara's move and the initial operating expenses of WENT, and that they would receive an equal salary. (Defs.' Countercl. ¶ 33; Pl.'s Answer ¶ 33.) McNamara alleges that the parties agreed to become partners and share profits and losses equally. (Compl. ¶ 17.) Picken disputes this allegation. (Answer ¶ 17.) McNamara and Picken discussed signing a partnership agreement, but never completed a draft or executed a written agreement. (Defs.' Countercl. ¶ 44.)

Subsequently, the relationship between McNamara and Picken broke down and, on January 21, 2011, Picken informed McNamara that she wanted to separate their practices. (Compl. ¶ 23.) Picken had come to believe that McNamara had stolen money from WENT and indicated this in an email sent to both McNamara and SuzanneKujawa, an employee of WENT. ( Id. ¶ 52.) On February 9, 2011, Picken fired the employee who had assisted McNamara for years. ( Id. ¶ 26.) Three days later, McNamara moved out of their shared office. ( Id. ¶ 28.) In April 2011, Picken informed colleagues at Sibley Hospital, where she and McNamara both worked, that he had engaged in unprofessional acts. ( Id. ¶ 53.)

On May 2, 2011, McNamara filed suit in the Superior Court of the District of Columbia. On June 7, 2011, defendants removed the suit to this Court. Defendants now seek judgment on the pleadings on all counts.²

ANALYSIS

I. STANDARD OF REVIEW

Under Rule 12(c) of the Federal Rules of Civil Procedure, “[a]fter the pleadings are closed—but early enough not to delay trial—a party may move for judgment on the pleadings.” Fed. R. Civ. Pro. 12(c). A motion pursuant to Rule 12(c) is appropriately granted when, at the close of the pleadings, “no material issue of fact remains to be resolved, and [the movant] is clearly entitled to judgment as a matter of law.” Montanans for Multiple Use v. Barbouletos, 542 F.Supp.2d 9, 13 (D.D.C.2008) (citations omitted), aff'd568 F.3d 225 (D.C.Cir.2009).

When evaluating a motion for judgment on the pleadings under Federal Rule of Civil Procedure 12(c), courts employ the same standard that governs a Rule 12(b)(6) motion to dismiss. Jung v. Ass'n of Am. Med. Colls., 339 F.Supp.2d 26, 35–36 (D.D.C.2004).

A court must treat the complaint's factual allegations as true, “even if doubtful in fact,” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), but it need not accept as true legal conclusions set forth in a complaint. Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1948, 173 L.Ed.2d 868 (2009). Accordingly, a court must accept the plaintiff's well-pleaded factual allegations to the extent that “they plausibly give rise to an entitlement to relief,” id. at 1950, and “may thus only grant judgment on the pleadings if it appears, even accepting as true all inferences from the complaint's factual allegations, that the plaintiff cannot prove any set of facts entitling him to relief.” Lans v. Adduci Mastriani & Schaumberg L.L.P., 786 F.Supp.2d 240, 265 (D.D.C.2011).

II. COUNTS I, II, AND IV

Defendants seek judgment on Counts I (accounting), II (accounting and conversion), and IV (breach of contract), arguing that these claims fail as a matter of law because plaintiff has not adequately alleged the existence of a partnership agreement. (Defs.' Mot. at 6–11.) This argument is based on the fact that the parties had discussed executing a written agreement and a written partnership agreement had never materialized. ( Id.) Because the parties had talked about creating a written agreement, defendants argue, the parties could not have had the requisite intent to create an enforceable oral contract.

Under District of Columbia law, parties may create an enforceable oral contact if both parties intend to be bound and they agree on the material terms. Perles, P.C. v. Kagy, 473 F.3d 1244, 1249 (D.C.Cir.2007). To determine if parties intend to be bound by an oral agreement, courts may find the fact that “parties contemplate a writing” to be evidence that they do not intend to bind themselves by an oral agreement. Id. However, this is one factor among many, for courts may also consider parties' conduct after they reach an alleged oral agreement, the amount of money at stake, and other factors. Id. at 1249–50. Moreover, “ ‘[p]arties [may] make an enforceable contract binding them to prepare and execute a subsequent documentary agreement’ ” and, in that case, “ ‘[t]hat document is understood to a mere memorial of the agreement already reached.’ ” Jack Baker, Inc. v. Office Space Dev. Corp., 664 A.2d 1236, 1238–39 (D.C.1995) (quoting D.C. Area Community Council v. Jackson, 385 A.2d 185 (D.C.1978) (per curiam) (some alternations in original)).

Here, the fact that a written agreement was contemplated is not dispositive of whether an enforceable agreement was created. In this case, plaintiff's factual allegations regarding the parties' conduct after the alleged creation of the oral agreement are sufficient to support his contention that they created a valid oral contract and, therefore, plaintiff has satisfied his burden under Ashcroft v. Iqbal, 129 S.Ct. 1937. Accordingly, this Court will deny defendants' motion for judgment on the pleadings as to Counts I, II, and IV.

III. COUNT III

Defendants also move for judgment on the pleadings on Count III, in which plaintiff claims tortious interference with business relationships. (Defs.' Mot. at 11–13.)

To establish a claim on this basis, a plaintiff “must plead ‘(1) the existence of a valid business relationship or expectancy, (2) knowledge of the relationship or expectancy on the part of the interferer, (3) intentional interference inducing or causing a breach or termination of the relationship or expectancy, and (4) resultant damage.’ ” Browning v. Clinton, 292 F.3d 235, 242 (D.C.Cir.2002) (quoting Bennett Enters. v. Domino's Pizza, 45 F.3d 493, 499 (D.C.Cir.1995)). Under District of Columbia law, “a plaintiff must allege business expectancies, not grounded in present contractual relationships, but which are commercially reasonable to expect.” Sheppard v. Dickstein, Shapiro, Morin & Oshinsky, 59 F.Supp.2d 27, 34 (D.D.C.1999) (internal quotation marks omitted). Thus, the resultant damage element of this tort includes “the pecuniary loss of the benefits of the ... prospective relation ... [and] consequential losses for which the interference is the legal cause.” AMTRAK v. Veolia Transp. Servs., 592 F.Supp.2d 86, 100 (D.D.C.2009) (quoting Restatement (Second) of Torts § 774A).

Defendants argue that plaintiff's claim fails because he has not alleged actual damage. (Defs.' Mot. at 11–13.) Plaintiff responds that he has satisfied his burden by alleging that his “efforts to obtain his patients' medical records” have been “frustrated” (Compl. ¶ 39), WENT employees have been instructed not provide his phone number to people and to instead offer another WENT physician's services ( id. ¶¶ 40–41), and his name has been removed from the Washington Physician's Directory ( id. ¶¶ 42, 44, 45). (Pl./Counter–Def.'s Opp'n to Defs./Counter–Pls.' Mot. for J. on Pleadings (“Pl.'s Opp'n”) [Dkt. No. 29] at 5–7.) Nowhere does plaintiff allege any actual loss of business, time, or money as a result of the alleged interference. See Kwang Dong Pharm. Co. v. Myun Ki Han, 205 F.Supp.2d 489, 497 (D.Md.2002) (damage element unfulfilled under District of Columbia law where plaintiff did not point to a loss of any specific employment); cf. Parnigoni v. St. Columba's Nursery Sch., 681 F.Supp.2d 1, 30 (D.D.C.2010) (damage element fulfilled by loss of enrolled students); AMTRAK, 592 F.Supp.2d at 100 (damage element fulfilled by loss of specific contract); Gross v. Akin, Gump, Strauss, Hauer, & Feld, LLP, 599 F.Supp.2d 23, 32 (D.D.C.2009) (damage element fulfilled by the...