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Carlisle Medical Group, LLC v. Eldohiri

United States District Court, M.D. Pennsylvania

March 1, 2017

CARLISLE MEDICAL GROUP, LLC, Plaintiff
v.
SALAH ELDOHIRI, M.D., Defendant

          MEMORANDUM

          Kane Judge

         Before the Court is Defendant's motion to dismiss Plaintiff's breach of contract claims pursuant to Federal Rule of Civil Procedure 12(b)(6). (Doc. No. 17.) The motion has been fully briefed and is ripe for disposition. For the following reasons, the Court will grant Defendant's motion to dismiss Plaintiff's breach of contract claims with prejudice.

         I. BACKGROUND [1]

         Plaintiff Carlisle Medical Group is a health care service provider with its principal place of business in Mechanicsburg, Pennsylvania. (Doc. No. 15 ¶¶ 1-2.) On July 20, 2011, Plaintiff entered into a Physician Employment Agreement (“Agreement”) with Defendant Dr. Salah E. Eldohiri. (Doc. No. 15-2.) According to the Agreement, Plaintiff was to employ Defendant for thirty-six months and was to pay Defendant pursuant to the Agreement's compensation schedule. (Id. at 2, 4, 7-9, 13-15.) Due to a clerical error, Defendant received both production pay and his salary from April 1, 2013 to March 1, 2014, which resulted in the overpayment of $350, 769.69 to Defendant. (Doc. No. 15 ¶¶ 10, 18.)

         At an unknown time, Defendant was placed on notice of the overpayment. (Id. ¶ 11). Plaintiff and Defendant attempted to resolve the overpayment issue, and Defendant proposed that he repay the net income portion of the overpayment for the eleven-month period. (Id. ¶¶ 12-16.) In addition, Defendant proposed that he repay Plaintiff for the difference between the overpaid net and gross income for 2013-2014 after he received his federal income tax return. (Id. ¶ 16.) However, in an August 8, 2014 email, Defendant requested that Plaintiff first draft a repayment proposal which was to include a provision specifying that Plaintiff would pay the expenses Defendant incurred as a result of the overpayment. (Doc. No. 15-2 at 28, 38.) Since August 8, 2014, there have been no productive negotiations between the parties, and Defendant has not repaid any of the overpayment. (Doc. No. 15 ¶¶ 17-18.)

         Plaintiff commenced this action by filing a complaint on October 14, 2015, in the Court of Common Pleas of Cumberland County, Pennsylvania. (Doc. No. 1 at 6.) Plaintiff alleged breach of contract and unjust enrichment due to Defendant's failure to reimburse Plaintiff for the overpayment. (Id. at 8-9.) On December 9, 2015, Defendant removed the action to federal court pursuant to 28 U.S.C. § 1441 and 28 U.S.C. § 1332. (Id. at 1-3.) Shortly thereafter, Defendant filed a motion to dismiss on December 15, 2015 pursuant to Federal Rule of Civil Procedure 12(b)(6). (Doc. No. 5.) On May 11, 2016, the Court granted Defendant's motion to dismiss with respect to Plaintiff's breach of contract claim, but denied the motion to dismiss with respect to Plaintiff's unjust enrichment claim. (Doc. Nos. 13, 14.) The Court dismissed Plaintiff's breach of contract claim without prejudice, and granted Plaintiff the opportunity to file an amended complaint to address the deficiencies identified in its breach of contract claim. (Doc. No. 14.)

         Accordingly, on May 27, 2016, Plaintiff filed an amended complaint against Defendant alleging (1) breach of express contract, (2) breach of implied contract, and (3) unjust enrichment. (Doc. No. 15 ¶¶ 10-11, 17-18.) On June 6, 2016, Defendant again filed a motion to dismiss the breach of contract claims asserted by Plaintiff. (Doc. Nos. 17, 19.) The motion has been fully briefed and is now ripe for disposition. (Doc. Nos. 19, 23-24.)

         II. LEGAL STANDARD

         A motion filed pursuant to Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency of the complaint's factual allegations. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). A complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief, ” in order to “give the defendant fair notice of what the … claim is and the grounds upon which it rests.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal quotation marks omitted) (interpreting Fed.R.Civ.P. 8(a)). Generally, a court considering a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6) must determine whether the complaint contains sufficient factual matter, accepted as true, to “state a claim to relief that is plausible on its face.” Iqbal, 556 U.S. at 678.

         Consistent with the Supreme Court's rulings in Twombly and Iqbal, the Third Circuit requires district courts to engage in a two-part analysis when reviewing a Rule 12(b)(6) motion: (1) first, a court should separate the factual and legal elements of a claim, accepted well-pleaded factual matter and disregarding legal conclusions; (2) second, a court should determine whether the remaining well-pled facts sufficiently demonstrate that a plaintiff has a “plausible claim for relief.” Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009) (quoting Iqbal, 556 U.S. at 679). Facial plausibility exists when the plaintiff pleads factual content “that allows the court to draw a reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678 (internal citations omitted).

         In conducting its analysis, a court must accept all well-pleaded factual allegations in the complaint as true for purposes of determining whether the complaint states a plausible claim for relief, and must view the factual allegations in the light most favorable to the plaintiff. Phillips v. Cnty of Allegheny, 515 F.3d 224, 231 (3d Cir. 2008). The court's determination on a Rule 12(b)(6) review is not whether the non-moving party “will ultimately prevail, ” but whether that party is “entitled to offer evidence to support the claims.” United States ex rel. Wilkins v. United Health Grp., Inc., 659 F.3d 259, 302 (3d Cir. 2011) (internal citations omitted). The court's analysis is a context-specific task requiring the court “to draw on its judicial experience and common sense.” Iqbal, 556 U.S. at 663-64.

         In ruling on a 12(b)(6) motion to dismiss for failure to state a claim, “a court must consider only the complaint, exhibits attached to the complaint, matters of public record, as well as undisputedly authentic documents if the complainant's claims are based upon these documents.” Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010) (citing Pension Ben. Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993)). A court may also consider “any ‘matters incorporated by reference or integral to the claim, items subject to judicial notice, matters of public record, orders, [and] items appearing in the record of the case.'” Buck v. Hampton Twp. Sch. Dist., 452 F.3d 256, 260 (3d Cir. 2006) (quoting 5B Charles A. Wright & Arthur R. Miller, Federal Practice & Procedure s. 1357 (3d ed. 2004)).

         III. DISCUSSION

         Defendant contends that Plaintiff's breach of express contract claim should be dismissed because Plaintiff fails to sufficiently allege the existence of a contract incorporating the provisions of Plaintiff's Employee Handbook. (Doc. No. 19 at 11.) Defendant also asserts that Plaintiff fails to allege sufficient facts to establish breach of express contract. (Id. at 12-14.) With regard to Plaintiff's breach of implied contract claim, Defendant argues ...


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