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St. Germain v. Wisniewski

United States District Court, W.D. Pennsylvania

January 17, 2017

DR. PATRICK ST. GERMAIN, Plaintiff,
v.
DR. RAYMOND WISNIEWSKI, et al., Defendants.

          MEMORANDUM AND ORDER

          Cathy Bissoon United States District Judge

         Dr. Patrick St. Germain (“Plaintiff”) originally brought this action against Dr. Raymond Wisniewski, Nutrimost LLC, and Nutrimost Doctors, LLC (“Defendants”) for breach of contract (Counts I and II), unjust enrichment (Counts III and IV), tortious interference with an advantageous business relationship (Count V), fraudulent transfer (Count VI), civil conspiracy (Count VII) and equitable relief (Count VIII). (Complaint (“Compl.”) (Doc. 1)). On August 5, 2016, upon Motion by Defendants, the Court dismissed Plaintiff's Complaint, in part, without prejudice “to Plaintiff filing an amended complaint” as to Counts III, V, VI, and VII. (Doc. 22 at 18). On August 15, Plaintiff did so, reasserting claims for breach of contract (Counts I and II), unjust enrichment (Counts III and IV), tortious interference with contractual relations (Count V), fraudulent transfer (Count VI) and equitable relief (Count VII).[1] Defendants again move to dismiss Counts III, V, VI, and VII pursuant to Fed.R.Civ.P. 12(b)(6). For the reasons stated below, Defendants' Partial Motion to Dismiss will be granted in part and denied in part.[2]

         I. MEMORANDUM

         A. BACKGROUND

         The background of this matter is fully set forth in the Court's first Memorandum Order (Doc. 22) and is incorporated herein by reference. The factual allegations set forth in the Amended Complaint are largely the same as those set forth in the original Complaint. Where the allegations differ, or where Plaintiff has attempted to supplement his prior allegations, the Court will note as much in its analysis.

         B. ANALYSIS

         “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). When faced with a motion to dismiss, a court “must accept all of the complaint's well-pleaded facts as true, but may disregard any legal conclusions.” Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009).

         As already noted, Defendants move to dismiss Counts III (as it relates to Dr. Wisniewski), Count V (as it relates to Dr. Wisniewski and Nutrimost Doctors), Count VI (as it relates to all Defendants), and Count VII. Before addressing Defendants' arguments as to those counts, however, the Court will address the parties' dispute over whether Plaintiff has sufficiently alleged a basis for piercing the corporate veil.

         i. Piercing the Corporate Veil

         In ruling on Defendants' first Motion to Dismiss, the Court found that the Complaint failed to state a sufficient basis for piercing the corporate veil. (Doc. 22 at 5). “While Plaintiff has made general, conclusory statements regarding the need to pierce the corporate veil to avoid injustice, ” the Court explained, “the Complaint does not contain factual allegations that speak to any of the factors that Pennsylvania courts consider when deciding whether to pierce the corporate veil.” (Id.). Defendants again move to dismiss Plaintiff's claims against Dr. Wisniewksi in his individual capacity, arguing that the Amended Complaint still fails to plead enough facts to support piercing the corporate veil. (Doc. 27 at 21-23). Plaintiff, again, disagrees. (Doc. 28 at 10-13).

         Having reviewed the new allegations in the Amended Complaint, the Court finds that, even when viewed in the light most favorable to Plaintiff, the Amended Complaint does not state a basis for piercing the corporate veil. Plaintiff still has not pled anything beyond conclusory allegations and legal assertions. And tellingly, in his Brief in Opposition, he has not even attempted to highlight any new allegations in the Amended Complaint that might cure the deficiencies that the Court previously identified. Instead, he rehashes the same argument - lifted virtually word-for-word from his prior brief - that the Court already rejected. Therefore, except insofar as Plaintiff may be able to state a claim against Dr. Wisniewksi for his direct participation in the alleged wrong (as will be discussed infra), the claims against him, individually, will be dismissed.

         ii. Count VI - Fraudulent Transfer

         The Court previously held that the original Complaint failed to state a claim under the Pennsylvania Uniform Fraudulent Transfer Act (“PUFTA”), pursuant to which a transfer is fraudulent as to a creditor who brings a claim against a debtor when “the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or became insolvent as a result of the transfer or obligation.” 12 Pa. Stat. and Cons. Stat. Ann. § 5105. As the Court explained, “Plaintiff's failure to provide a single supporting fact or basis for his allegation with respect to the ‘reasonably equivalent value' element of constructive fraudulent transfer renders his Complaint insufficient under the governing pleading standard with respect to Count VI as stated against NutriMost and NutriMost Doctors.” (Doc. 22 at 7). Defendant argues that the Amended Complaint fails to overcome that deficiency, and the Court agrees. The Amended Complaint repeats, nearly verbatim, [3] the allegations from the original Complaint with respect to this cause of action. (Compare Doc. 1 ¶¶ 80-84 with Doc. 23 ¶¶ 106-111). Plaintiff still has not provided any factual support for his allegation that “Defendant NutriMost 1 sold [its] rights to the NutriMost System to Defendant NutriMost 2 for an amount that does not represent the reasonable equivalent value of the rights to the NutriMost System.” (Doc. 23 ¶ 107). There still is no mention “of what, if anything, was given to NutriMost in exchange for transferring rights to NutriMost Doctors.” (Doc. 22 at 8). Absent such an allegation, Plaintiff has not stated a claim upon which relief may be granted.[4]

         iii. Count III - Unjust Enrichment ...


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