United States District Court, E.D. Pennsylvania
the Court are Defendants' Motion to Dismiss (Doc. No.
11), Plaintiff's Response in Opposition thereto (Doc. No.
14), Defendants' Reply in Further Support thereof (Doc.
No. 15), and Plaintiff's Sur Reply in Further Opposition
thereto (Doc. No. 16). For the reasons below, Defendants'
Motion is GRANTED.
CareSource Management Group, Co. (“CareSource”)
is a managed health plan provider that contracts with state
agencies to provide managed healthcare plans to the public,
including to Medicaid and other state-supported healthcare
recipients. (Compl. at ¶¶ 10-14). In order to
provide adequate services, CareSource regularly enters into
subcontractor agreements with specialized vendors.
Id. at ¶ 11. For instance, CareSource
contracted with ProgenyHealth, Inc.
(“ProgenyHealth”), the plaintiff in this case, to
provide neonatal medical and case management and utilization
management services pursuant to a contract with the State of
Ohio. Id. at ¶¶ 7, 12.
after contracting with ProgenyHealth to provide services in
Ohio, CareSource responded to requests for proposals extended
by the Georgia Department of Community Health (the
“Georgia RFP”) and the Indiana Family and Social
Service Administration (the “Indiana RFP”).
CareSource in turn requested that ProgenyHealth submit
Letters of Intent that would permit it to use
ProgenyHealth's information in their responses to both
RFPs. Id. at ¶ 17. In both RFPs, Defendants
praised ProgenyHealth for its achievements and depicted
ProgenyHealth as its “partner.” Id. at
¶¶ 21, 26, 45. Ultimately, Defendants were awarded
the Indiana and Georgia contracts but elected not to enter
into a subcontract with ProgenyHealth in either case.
Id. at ¶¶ 43, 56.
alleges that Defendants relied on ProgenyHealth's success
and reputation in order to win both the Indiana and Georgia
contracts. Id. at ¶¶ 39, 53. ProgenyHealth
asserts that by neither retaining it for either contract nor
compensating ProgenyHealth for the use of its name and
reputation, Defendants were unjustly enriched. Id.
at ¶¶ 76, 82.
further alleges that CareSource made promises and
misrepresentations to it regarding future dealings under the
Indiana and Georgia contracts. Id. at ¶¶
84, 94. ProgenyHealth asserts that it had 104 meetings with
CareSource, many of which centered on the implementation of
ProgenyHealth's services under the Indiana and Georgia
contracts. Id. at ¶¶ 58-59. ProgenyHealth
also points to several email exchanges occurring between
September and November 2016, in which CareSource purportedly
promised that ProgenyHealth would be involved in the Indiana
contract. Id. at ¶ 67. ProgenyHealth refers to
a similar group of email exchanges occurring between
September 2015 and November 2016, regarding the Georgia
contract. Id. at ¶ 64. Then, in March 2016, the
parties prepared a draft Delegated Services Agreement, which
provided that ProgenyHealth would furnish services under the
Georgia contract. Id. at ¶ 65. Likewise, in
October 2016, CareSource forwarded a draft Delegated Services
Agreement, which departed from the standard contract, for
ProgenyHealth to perform services in Indiana. Id. at
asserts that the numerous meetings, email exchanges, and
draft Delegated Services Agreements amount to a promise and
representation that Defendants would retain ProgenyHealth to
provide services under both the Indiana and Georgia
contracts. ProgenyHealth further alleges that it was induced
by these promises and representations, at its detriment, to
hire and train additional personnel to accommodate the new
programs in Indiana and Georgia. Id. at ¶ 70.
Against this backdrop, ProgenyHealth brings suit against
CareSource, CareSource Indiana, and CareSource Georgia
(“Defendants”), alleging promissory estoppel,
negligent misrepresentation, and fraudulent misrepresentation
Rule of Civil Procedure 12(b)(6) requires a court to dismiss
a complaint if the plaintiff has failed to “state a
claim on which relief can be granted.” In evaluating a
motion to dismiss, the court must take all well-pleaded
factual allegations as true, but it is not required to
blindly accept “a legal conclusion couched as a factual
allegation.” Papasan v. Allain, 478 U.S. 265,
286 (1986). Although a plaintiff is not required to plead
detailed factual allegations, the complaint must include
enough facts to “raise a right to relief above the
speculative level.” Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555 (2007). In conducting this
evaluation, the court is permitted to consider exhibits
attached to the complaint as well as the complaint itself.
conducting this analysis, the “court must take note of
the elements a plaintiff must plead to state a claim.”
Santiago v. Warminister Twp., 629 F.3d 121,
130 (3d Cir. 2010)(internal quotations and alterations
omitted). The court should then “identify allegations
that, because they are no more than conclusions, are not
entitled to the assumption of truth.” Id.
“Finally, where there are well pleaded-factual
allegations, a court should assume their veracity and then
determine whether they plausibly give rise to an entitlement
for relief.” Id.
Unjust Enrichment (Counts I and II)
Pennsylvania law, a plaintiff may recover for unjust
enrichment by proving: “ benefits conferred on
defendant by plaintiff,  appreciation of such benefits by
defendant,  and acceptance and retention of such benefits
under such circumstances that it would be inequitable for
defendant to retain the benefit without payment of