United States District Court, M.D. Pennsylvania
A. RICHARD CAPUTO, District Judge.
Presently before the Court is Defendant PrimeMed, P.C.'s ("PrimeMed") Motion for Partial Summary Judgment on Count II of Plaintiff ClinMicro Immunology Center, LLC's ("ClinMicro") Amended Complaint. (Doc. 85.) Count II of the Amended Complaint asserts that PrimeMed breached the terms of the parties' agreement when it ceased referring Vitamin D tests to ClinMicro and began referring those tests to a third-party laboratory in 2011. Because PrimeMed did not breach a duty owed to ClinMicro under the Reference Laboratory Services Agreement when it referred Vitamin D tests to a third-party laboratory, PrimeMed's motion for partial summary judgment will be granted.
I. Factual Background and Procedural History
A. Factual Background
ClinMicro is an independent clinical microbiology and immunology center with available special expertise in the development, management, administration, and supervision of clinical reference laboratory businesses for medical providers. ( ClinMicro's Response to PrimeMed's Statement of Material Facts , " ClinMicro's Response, " ¶ 1.) PrimeMed is a licensed medical provider. ( PrimeMed's Statement of Material Facts, "PrimeMed's SMF, " ¶ 1.)
On or about March 1, 2009, ClinMicro and PrimeMed entered into two agreements, the Reference Laboratory Services Agreement ("LSA"), ( Am. Compl. , Ex. C, " LSA "), and the Laboratory Management Agreement ("LMA"), ( Am. Compl. , Ex. B, " LMA ").
Under the LSA, ClinMicro desired to provide Microbiology Laboratory Services, defined by the agreement as "infectious disease diagnostic laboratory tests, molecular diagnostic laboratory tests, immunology services, and any laboratory services provided by [ClinMicro] as of the Effective Date, " to PrimeMed's patients. ( LSA , ¶ 1.2.) Similarly, PrimeMed desired under the LSA to obtain Microbiology Laboratory Services from ClinMicro for its patients and contracted and referring providers.
With respect to the terms of the LMA, PrimeMed owned an independent clinical laboratory, and the parties thus agreed that ClinMicro would "provide day-to-day management services for and on behalf of PrimeMed related to the operation of the Laboratory, including, without limitation, scheduling services and supervision of personnel, and such other services requested by PrimeMed from time to time." ( LMA , ¶ 2.1.) Although the parties disputed one particular term of the LMA, the parties treated the LSA and LMA as binding agreements controlling their rights and obligations. ( PrimeMed's SMF , ¶ 4; ClinMicro's Response , ¶ 4.)
According to ClinMicro, under the terms of the agreements, ClinMicro would perform microbiology tests, while PrimeMed would perform clinical chemistry tests. ( ClinMicro's Response , ¶ 10.) After the agreements went into effect, when Vitamin D tests came into the laboratory they were directed to ClinMicro; however, tests coming in when ClinMicro was closed would be sent to other laboratories. ( PrimeMed's SMF , ¶ 5; ClinMicro's Response , ¶ 5.) The parties dispute whether Vitamin D tests qualify as chemistry tests, which should have been performed by PrimeMed, or microbiology tests, which were to be performed by ClinMicro. ( PrimeMed's SMF , ¶ 6; ClinMicro's Response , ¶ 6.) However, Vitamin D tests were referred to and performed by ClinMicro from the time the parties' agreements went into effect until summer 2011 (except for when ClinMicro was closed for holidays or when tests came in after ClinMicro's laboratory hours). ( PrimeMed's SMF , ¶ 9; ClinMicro's Response , ¶ 9.) At that time, PrimeMed began referring Vitamin D tests to a third-party laboratory. ( PrimeMed's SMF , ¶ 9.) Count II of the Amended Complaint asserts that PrimeMed breached the terms of the LSA when it ceased referring Vitamin D tests to ClinMicro and instead subcontracted those tests to a third-party laboratory. ( Am. Compl. , Count II.)
B. Procedural History
On November 29, 2011, ClinMicro commenced this action asserting a variety of state law and federal causes of action against PrimeMed. (Doc. 1.) Thereafter, on August 8, 2012, ClinMicro filed an Amended Complaint. ( Am. Compl .) Defendants PrimeMed and Joan Salijko (collectively, "Defendants") moved to dismiss Counts VI and VII of the Amended Complaint. (Doc. 30.) While Defendants' motion to dismiss was pending, ClinMicro, on November 20, 2012, filed a motion for a temporary restraining order and for a preliminary injunction. (Doc. 37.) In particular, ClinMicro sought a temporary restraining order and preliminary injunctive relief on the bases that PrimeMed improperly attempted to terminate the LMA on September 28, 2012, and, also, that PrimeMed violated the terms of the LSA when it ceased referring all microbiology tests, i.e. , those tests performed by ClinMicro besides Vitamin D tests (as these referrals had already been terminated), to ClinMicro in October/November 2012. ClinMicro further contended that PrimeMed violated the non-competition/non-solicitation provisions of the agreements. (Doc. 38.)
A hearing was held on ClinMicro's request for a preliminary injunction on November 30, 2012 and December 3, 2012. ClinMicro's motion was denied at the conclusion of the hearing. With respect to the irreparable harm requirement for preliminary injunctive relief, I indicated that "any harm that's been visited on ClinMicro can be redressed in damages." (Doc. 68, 202:13-15.) And, as to ClinMicro's likelihood of success on the merits, I stated:
[I]t's my view that I'm not satisfied that there is a likelihood of success on the merits. These agreements, both agreements, the management agreement and the services agreement, both say they are not exclusive. Yet, what I'm being asked to do here is to grant an injunction on the basis that they are. It may be that they're not, it may be that they are. I have seen nothing here and heard no argument here that convinces me that they're exclusive. And I don't think its more likely than not that they would be found to be such.
To suggest otherwise is to ignore the language of the agreement. And it certainly wouldn't rise to the level of a likelihood of success on the merits.
( Id . at 202:17-203:4.)
On December 14, 2012, Defendants' motion to dismiss Counts VI and VII of the Amended Complaint was denied. (Docs. 48; 49.)
On January 9, 2013, Defendants filed their Answer to the Amended Complaint. (Doc. 52.) PrimeMed also filed counterclaims against ClinMicro and third-party claims against Dr. Hasan Namdari. ( Id .) ClinMicro and Dr. Namdari moved to dismiss the counterclaims and third-party claims, (Docs. 57; 58), and those motions were granted in part and denied in part. (Docs. 82; 83.)
Thereafter, PrimeMed filed the instant motion for partial summary judgment on Count II of the Amended Complaint. (Doc. 85.) The motion has now been ...