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Health Robotics, LLC v. Bennett

December 22, 2009

HEALTH ROBOTICS, LLC, ET AL., PLAINTIFFS,
v.
JOHN A. BENNETT, ET AL., DEFENDANTS.



The opinion of the court was delivered by: Joyner, J.

MEMORANDUM AND ORDER

This dispute has been brought before the Court on Defendant Itochu International's Motion to Dismiss Plaintiffs' Third Amended Complaint (Doc. No. 96) pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, Defendant's Motion shall be GRANTED.

Background*fn1

Both sides of this case have numerous parties. Plaintiffs Health Robotics, LLC ("HRLLC"), Health Robotics North America, LLC ("HRNA"), and HR Investors, LLC ("HR Investors"), are Delaware limited liability companies with offices in the state of Texas. The individual Plaintiffs, Jack Risenhoover and Peter Camp, are both members of HRLLC, HRNA, and HR Investors.

Plaintiff Risenhoover resides in Texas, and Plaintiff Camp resides in Florida. Defendants Devon Robotics, LLC, Devon International Group, and Devon Medical, Inc. ("Devon Medical") are all Pennsylvania Corporations operating in the Commonwealth of Pennsylvania. Defendant Bennett is a Pennsylvania resident and the owner of all of these entities, which operate as an integrated enterprise and/or as alter egos of each other. Defendant Itochu International, Inc. ("Itochu") is a Japanese Corporation with its principal place of business in New York, and is registered with the Pennsylvania Department of State as a foreign corporation authorized to regularly conduct intrastate business in the Commonwealth.

At issue in this case is the distribution of three medical machines developed by Health-Robotics s.r.l., an Italian company that is not a party to this action: CytoCare, i.v. Station, and CytoCare for monoclonal antibodies. In the spring of 2008, Plaintiff HRNA was the exclusive North American distributor of the CytoCare robot, which prepares hazardous, patient-specific chemotherapy medications and other intravenous combinations, and reduces the human handling of these drugs during their preparation. HRNA also held the exclusive option, until at least August 15, 2008, to become the sole distributor of i.v. Station and CytoCare for monoclonal antibodies.

The relationship between Plaintiffs and Defendants dates back to the spring of 2008, when Defendant Bennett approached Plaintiffs Risenhoover and Camp to inform them that Defendant Itochu was interested in partnering with Plaintiffs to distribute CytoCare, i.v. Station, and CytoCare for monoclonal antibodies. Following this discussion, Itochu and Plaintiffs did, in fact, enter into an agreement for the distribution of the CytoCare robot. Further, Defendants and Plaintiffs allegedly agreed to become joint venturers in obtaining a distribution contract with Health-Robotics s.r.l. for the sale of i.v. Station and CytoCare for monoclonal antibodies. In forming this relationship, Plaintiffs believed that they were becoming partners in this undertaking with Defendants and that Defendants would act as their agent in the negotiations with Health-Robotics s.r.l. Plaintiffs elaborate on this relationship by noting that Defendants had the ability to bind Plaintiffs and alter their legal obligations. Plaintiffs further claim that in exchange for Plaintiffs providing their existing distribution network and relationship with Health-Robotics s.r.l., Defendants were to provide money to guarantee purchases from Health-Robotics s.r.l., which was a prerequisite for obtaining the distribution agreements for i.v. Station and CytoCare for monoclonal antibodies. Finally, Plaintiff HRLLC also issued a certificate reflecting an equity interest in HRLLC to Defendant Itochu and offered such a certificate to Defendant Bennett, who requested that the certificate be issued to Devon Medical instead.

Defendants did negotiate with Health-Robotics s.r.l., starting during the period in which HRNA still had an exclusive option to obtain the distribution contracts for i.v. Station and CytoCare for monoclonal antibodies. Plaintiffs believed, and claim that Defendants regularly reinforced the belief, that Defendants were negotiating on behalf of both themselves and Plaintiffs. Due to these assurances, Plaintiffs did not seek other partners for potential ventures with Health-Robotics s.r.l. Instead of negotiating on Plaintiffs' behalf, however, Defendants allegedly began negotiating on their own behalf and signed a distribution agreement with Health-Robotics s.r.l. soon after Plaintiff HRNA's exclusive option period expired. Defendants became the exclusive distributors of CytoCare, CytoCare for monoclonal antibodies, and i.v. Station, and Health-Robotics s.r.l. ended its business relationship with Plaintiff HRNA. Plaintiffs allege that they were further damaged by Defendants' disclosure of Plaintiffs' confidential information to Health-Robotics s.r.l.

Plaintiffs seek to recover for breach of fiduciary duty, tortious interference with prospective contractual relations, and promissory estoppel. Defendant Itochu has filed a Motion to Dismiss, claiming that Plaintiffs have not stated a claim on which relief can be granted, and seeking dismissal of all of Plaintiffs' claims against it.

Standard

Federal Rule of Civil Procedure 12(b)(6) requires a court to dismiss a complaint if the plaintiff has failed to "state a claim on which relief can be granted." In evaluating a motion to dismiss, the court must take all well-pleaded factual allegations as true, but it is not required to blindly accept "a legal conclusion couched as a factual allegation." Papasan v. Allain, 478 U.S. 265, 283, 286 (1986). Although a plaintiff is not required to plead detailed factual allegations, the complaint must include enough facts to "raise a right to relief above the speculative level." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007). In order to do so the plaintiff must show that his right to relief is at least "plausible." Ashcroft v. Iqbal, 129 S.Ct. 1937, 1949 (2009); Twombly, 550 U.S. at 570. This requires more than a "formulaic recitation of the elements of a cause of action," Twombly, 550 U.S. at 555, and the complaint must allege facts "suggestive of" the elements of the cause of action in order to survive a motion to dismiss. Phillips v. County of Allegheny, 515 F.3d 224, 232-33 (3d Cir. 2008).

Discussion

Breach of Fiduciary Duty

In order to state a claim for breach of fiduciary duty, a plaintiff must show, first, that a fiduciary relationship existed between the parties. See Basile v. H & R Block, Inc., 761 A.2d 1115, 1119-1122 (Pa. 2000) (concluding that no fiduciary relationship existed, and, therefore, the plaintiff could not maintain an action for breach of fiduciary duty).*fn2 Further, a plaintiff must show that the defendant negligently or intentionally failed to act in good faith or solely for the benefit of the plaintiff in all manners for which the defendant was employed, that the plaintiff was injured as a result of this failure, and that the defendant's ...


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