The opinion of the court was delivered by: Judge Caputo
Presently before the Court is the Motion to Dismiss Plaintiff ClinMicro Immunology Center, LLC's ("ClinMicro") Complaint (Doc. 10) filed by Defendants PrimeMed, P.C. ("PrimeMed") and Joan Salijko ("Salijko"). Defendants' motion to dismiss will be granted in part and denied in part. Because ClinMicro sufficiently alleges claims for breach of the Laboratory Services Agreement, conversion, accounting, and civil conspiracy, the motion to dismiss Counts II, VIII, IX, and X will be denied. However, because ClinMicro fails to adequately allege claims for tortious interference, Counts VI and VII will be dismissed without prejudice. And, because Plaintiff's claim for fraudulent inducement is barred by the parol evidence rule, and Plaintiff's claim for breach of the duty of good faith and fair dealing is duplicative of its breach of contract claims, Counts V and XII will be dismissed with prejudice.
The facts as set forth in the Complaint are as follows: ClinMicro is an independent clinical microbiology and immunology center with expertise in the development, management, administration, and supervision of clinical reference laboratory businesses for medical service providers. (Compl., ¶ 2.) PrimeMed is a licensed medical service provider engaged in the business of providing clinical laboratory services to its patients and to referring providers. (Id. at ¶ 4.)
Beginning on or about April 3, 2006, Salijko became employed with ClinMicro as a laboratory manager. (Id. at ¶ 6.) Salijko had multiple responsibilities for ClinMicro, including administering, coordinating, and informing the director of ClinMicro about the technical activities of the company. (Id.) In connection with her employment with ClinMicro, Salijko executed a Confidentiality Agreement, a Security Policy Agreement, and a supplement Confidentiality and Non-Disclosure Agreement (collectively the "Confidentiality Agreement"). (Id. at ¶ 7.)
In or about August of 2007, PrimeMed entered into discussions with ClinMicro to induce ClinMicro to build a clinical laboratory for PrimeMed. (Id. at ¶ 13.) After ClinMicro formulated the plan for development and operation of the laboratory requested by PrimeMed, PrimeMed determined that it wanted ClinMicro to relocate its business operations to the same facilities it occupied. (Id. at ¶ 14.) To further its desire, PrimeMed effectively loaned money to ClinMicro to facilitate the requested relocation. (Id. at ¶ 15.) The loaned money was used to pay the expenses associated with ClinMicro's required fitout and renovation of the premises so that ClinMicro could be located at the same facility as PrimeMed. (Id.) The relocation ultimately occurred in or about January of 2009. (Id.)
After the relocation, ClinMicro began building the clinical laboratory it had already developed for PrimeMed. (Id. at ¶ 16.) The new laboratory received state approval to begin operations in or about March of 2009. (Id.) In addition to building the new laboratory, PrimeMed also wanted ClinMicro to be available to provide day-to-day management and technical services to the laboratory. (Id. at ¶ 17.)
In or about March of 2009, well after the original discussions between the parties and after considerable services had been rendered to PrimeMed by ClinMicro, PrimeMed prepared and provided to ClinMicro proposed agreements intending to memorialize the parties' pre-existing and continuing business relationship. (Id. at ¶ 18.) These agreements included: (1) a Laboratory Management Agreement ("LMA"); (2) a Reference Laboratory Services Agreement ("LSA"); (3) a Sublease Agreement; and (4) a Promissory Note. (Id.) With respect to the LMA , the parties disputed the amount that PrimeMed was obligated to pay to ClinMicro for "Development Services" for the development of the clinical laboratory.
(Id. at ¶ 19.) As a result, ClinMicro replaced the original Section 4.3 of the LMA with an Addendum that provided for a specific procedure by which the amount owed to ClinMicro for development services would be determined, but PrimeMed neither executed the modified LMA or provided a further modified version of the LMA. (Id. at ¶¶ 19-20.) As a result, ClinMicro never executed the Promissory Note. (Id. at ¶ 20.) Despite the disputes over these documents, the parties proceeded with their relationship and continued conducting business substantially in accordance with the terms of the LMA, the LSA, and the Sublease. (Id. at ¶ 21.)
Pursuant to the terms of the LSA, PrimeMed continued to refer to ClinMicro all laboratory service work as identified in the LSA. (Id. at ¶ 22.) Among such work included a substantial number of so-called "Vitamin-D Tests" to be performed by ClinMicro for providers. (Id.) These tests were performed in a distinct and specialized manner by ClinMicro and provided substantial laboratory services and marketability to PrimeMed and ultimately substantial profit to both parties. (Id.)
With respect to the laboratory operations provided to PrimeMed by ClinMicro, Salijko served as ClinMicro's laboratory manager. (Id. at ¶ 24.)
In or about June of 2011, ClinMicro's main lab management computer went missing from its administrative office. (Id. at ¶ 26.) The computer contained ClinMicro's lab management software, Orchard, which is a pathology information system designed to handle the clinical, molecular, cytology, and pathology testing, reporting and billing functions of ClinMicro. (Id.) The computer was designed to run the Orchard software to analyze, interface with, store, and transmit prescriber data, patient data, cost data, and test data to and from the publisher's host computer. (Id.)
The computer was later learned to have been removed from ClinMicro by Salijko, who had taken the computer to PrimeMed so that certain business data and records could be removed and copied. (Id. at ¶ 27.) Once the computer was returned to ClinMicro, however, its functionality was limited, as business, provider, patient, and e-mail data had all been removed from the computer. (Id. at ¶ 28.) At the time the computer was taken by Salijko to PrimeMed, neither party had authorization to remove or delete any data or information stored on the computer. (Id. at ¶ 29.)
Thereafter, on or about June 13, 2011, PrimeMed sought to conclude certain aspects of the parties relationship. (Id. at ¶ 31.) In particular, PrimeMed sought to immediately terminate the LMA despite a provision in the agreement requiring at least ninety (90) days notice of intent to terminate prior to the expiration of the existing contractual term. (Id.)
Two days later, on June 15, 2011, Solijko resigned her position with ClinMicro and accepted an offer of employment with PrimeMed in substantially the same capacity as her employment with ClinMicro. (Id. at 33) In addition to Salijko, eight (8) other ClinMicro employees were lured to work for PrimeMed in or about June of 2011. (Id. at 34.) PrimeMed's solicitation of ClinMicro's employees occurred despite a restriction against such conduct as contained in the LMA. (Id. at ¶ 35.) And, after luring these employees from ClinMicro, PrimeMed started to withdraw from ClinMicro all Vitamin-D Tests and began subcontracting those tests to an unrelated third party and PrimeMed ceased reimbursing ClinMicro for the removal of laboratory waste. (Id. at ¶¶ 36-37.)
As a result of these events, ClinMicro commenced this action against PrimeMed and Salijko on November 29, 2011. ClinMicro has filed a federal law claim against Defendants for violation of the Computer Fraud and Abuse Act, 18 U.S.C. §§ 1030, et seq., and a number of supplemental state law claims. (Compl.) On January 30, 2012, PrimeMed and Salijko moved to dismiss the following claims: (1) Count II- Breach of the LSA by PrimeMed; (2) Count V- Fraudulent Inducement by PrimeMed to Enter into Agreements; (3) Count VITortious Interference by PrimeMed with Contract of Salijko; (4) Count VII- Tortious Interference by Salijko with Contracts of PrimeMed; (5) Count VIII- Conversion by PrimeMed and Salijko; (6) Count IX- Accounting; (7) Count X- Civil Conspiracy; and (8) Count XII-Breach of Duty of Good Faith and Fair Dealing. Defendants' motion to dismiss has now been fully briefed and is ripe for disposition.
A. Legal Standard for a 12(b)(6) Motion to Dismiss
Federal Rule of Civil Procedure 12(b)(6) provides for the dismissal of a complaint, in whole or in part, for failure to state a claim upon which relief can be granted. See Fed. R. Civ. P. 12(b)(6). When considering a Rule 12(b)(6) motion, the Court's role is limited to determining if a plaintiff is entitled to offer evidence in support of their claims. See Semerenko v. Cendant Corp., 223 F.3d 165, 173 (3d Cir. 2000). The Court does not consider whether a plaintiff will ultimately prevail. See id. A defendant bears the burden of establishing that a plaintiff's complaint fails to state a claim. See Gould Elecs. v. United States, 220 F.3d 169, 178 (3d Cir. 2000).
"A pleading that states a claim for relief must contain . . . a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a). The statement required by Rule 8(a)(2) must give the defendant fair notice of what the ... claim is and the grounds upon which it rests. Erickson v. Pardus, 551 U.S. 89, 93, 127 S. Ct. 2197, 167 L. Ed. 2d 1081 (2007) (per curiam) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). Detailed factual allegations are not required. Twombly, 550 U.S. at 555. However, mere conclusory statements will not do; "a complaint must do more than allege the plaintiff's entitlement to relief." Fowler v. UPMC Shadyside, 578 F.3d 203, 211 (3d Cir. 2009). Instead, a complaint must "show" this entitlement by alleging ...