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Clinmicro Immunology Center, LLC v. Primemed

December 14, 2012

CLINMICRO IMMUNOLOGY CENTER, LLC,
PLAINTIFF,
v.
PRIMEMED, P.C., AND JOAN SALIJKO, DEFENDANTS.



The opinion of the court was delivered by: Judge Caputo

MEMORANDUM

Presently before the Court is Defendants PrimeMed, P.C. ("PrimeMed") and Joan Salijko's ("Salijko") Motion to Dismiss Plaintiff ClinMicro Immunology Center, LLC's ("ClinMicro") First Amended Complaint. (Doc. 30.) I previously dismissed, without prejudice, ClinMicro's tortious interference with contracts claims. (Docs. 25; 26.) ClinMicro subsequently filed the First Amended Complaint to cure the deficient tortious interference allegations. (Doc. 27.) Defendants have again moved for dismissal of these claims pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Because the tortious interference with contracts claims now adequately state claims upon which relief can be granted, Defendants' motion to dismiss will be denied.

I. Background

The facts as set forth in the First Amended 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. (First Am. 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 supplemental Confidentiality and Non-Disclosure Agreement (collectively the "Confidentiality Agreement"). (Id. at ¶ 7.)

In or about August 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, PrimeMed requested ClinMicro to relocate its business operations to the same facilities occupied by PrimeMed. (Id. at ¶ 14.) To facilitate the relocation, PrimeMed effectively loaned money to ClinMicro. (Id. at ¶ 15.) The loan was used to pay the expenses associated with ClinMicro's required fit-out and renovation of the premises so that it could be located at the same facility as PrimeMed. (Id.) The relocation ultimately occurred in or about January 2009. (Id.)

After the relocation, ClinMicro began constructing the clinical laboratory it had previously developed for PrimeMed. (Id. at ¶ 16.) The new laboratory received state approval to begin operations in or about March 2009. (Id.) In addition to building the new laboratory, PrimeMed also wanted ClinMicro to provide day-to-day management and technical services to the laboratory. (Id. at ¶ 17.)

In or about March 2009, well after the original discussions between the parties commenced, 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.

PrimeMed, however, did not execute the modified LMA or provide a further modified version of the LMA. (Id. at ¶¶ 19-20.) As such, 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.) Such work included a substantial number of "Vitamin-D Tests." (Id.) These tests were performed in a distinct and specialized manner by ClinMicro, provided substantial laboratory services and marketability to PrimeMed, and produced substantial profit for both parties. (Id.)

With respect to the laboratory operations provided to PrimeMed by ClinMicro, Salijko served as their laboratory manager. (Id. at ¶ 24.)

In or about June 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 ΒΆ 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 ...


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