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Formulatrix, Inc. v. Rigaku Automation, Inc.

United States District Court, D. Massachusetts

April 1, 2016





In this case, plaintiff Formulatrix, Inc. ("Formulatrix") alleges that it entered into a Customer Support Agreement (the "Agreement") with defendant Rigaku Automation, Inc. ("Rigaku"), pursuant to which it purchased "certain customer support assets" and "acquired a license to certain intellectual property" from Rigaku. Compl. ¶11. Formulatrix also allegedly "assumed support services for Rigaku's obligations." Compl. ¶12. The gravamen of Forumlatrix's Complaint is that Rigaku has failed to comply with its contractual obligations. Specifically, Formulatrix alleges that Rigaku has failed to transfer the necessary data, ignored Forumlatrix's repeated requests for compliance, and interfered with Forumlatrix's efforts to employ key Rigaku employees.

Formulatrix alleges six causes of action: (1) breach of contract (Count I); (2) tortious interference with contractual and/or advantageous business relationship (Count II); (3) breach of the covenant of good faith and fair dealing (Count III); (4) request for attorney's fees (Count IV); (5) unfair and deceptive conduct in violation of M.G.L. c. 93A, §11 (Count V); and guaranty (Count VI).

Rigaku filed a motion to dismiss Counts II and V. Formulatrix opposed that motion. For the reasons explained in this Memorandum, the motion to dismiss Counts II and V is meritorious. It is, therefore, being allowed.


Federal Rule of Civil Procedure 8(a) (2) requires that a complaint include a "short and plain statement of the claim showing that the pleader is entitled to relief." This pleading standard does not require "detailed factual allegations, " but requires "more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). A court may disregard "bald assertions, unsupportable conclusions, and opprobrious epithets." In re Citigroup, Inc., 535 F.3d 45, 52 (1st Cir. 2008); see also Penalbert-Roia v. Fortuno-Burset, 631 F.3d 592, 595 (1st Cir. 2011). However, "[n]on-conclusory factual allegations in the complaint must then be treated as true, even if seemingly incredible." Ocasio-Hernandez v. Fortuno-Burset, 640 F.3d 1, 12 (1st Cir. 2011) .

A motion to dismiss should be denied if a plaintiff has shown "a plausible entitlement to relief." Twombly, 550 U.S. at 559. That is, the complaint "must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face. A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Twombly, 550 U.S. at 570). "The plausibility standard is not akin to a 'probability requirement, ' but it asks for more than a sheer possibility that a defendant has acted unlawfully.'" Id. (quoting Twombly, 550 U.S. 556). "Where a complaint pleads facts that are merely consistent with a defendant's liability, it stops short of the line between possibility and plausibility of entitlement to relief." Id. (quoting Twombly, 550 U.S. at 557). "The relevant inquiry focuses on the reasonableness of the inferences of liability that the plaintiff is asking the court to draw from the facts alleged in the complaint." Ocasio-Hernandez, 640 F.3d at 13.

In considering a motion to dismiss under Rule 12(b)(6), the court must "take all factual allegations as true and . . . draw all reasonable inferences in favor of the plaintiff." Rodriguez-Ortiz v. Marao Caribe, Inc., 490 F.3d 92, 96 (1st Cir. 2007); Maldonado v. Fontanes, 568 F.3d 263, 266 (1st Cir. 2009). The court "neither weighs the evidence nor rules on the merits because the issue is not whether plaintiffs will ultimately prevail, but whether they are entitled to offer evidence to support their claims." Day v. Fallon Cmty. Health Plan, Inc., 917 F.Supp. 72, 75 (D. Mass. 1996).


1. Count II: Tortious Interference With Contractual and/or Advantageous Business Relationship

In Count II, Formulatrix alleges tortious interference with contractual and/or advantageous business relationship. "To establish intentional interference with contractual or business relations, the plaintiffs must show (1) the existence of a contract or a business relationship which contemplated economic benefit; (2) the defendants' knowledge of the contract or business relationship; (3) the defendants' intentional interference with the contract or business relationship for an improper purpose or by improper means; and (4) damages." Swanset Development Corp. v. City of Taunton, 423 Mass. 390, 397 (1996) (emphasis added). An improper purpose is one that "is wrongful . . . beyond the fact of interference itself." United Truck Leasing Corp. v. Geltman, 406 Mass. 811, 816 (1990); see also Cavicchi v. Koski, 67 Mass.App.Ct. 654, 657 (2006). The improper conduct "may include ulterior motive (e.g. wishing to do injury) or wrongful means (e.g. deceit or economic coercion) ." Cavicchi, 67 Mass.App.Ct. at 658 (quoting Schwanbeck v. Federal-Mogul Corp., 31 Mass.App.Ct. 390, 412 (1992)).

The only allegations specific to Formulatrix's tortious interference claim are in paragraphs 31 and 45 of the Complaint. More specifically, Formulatrix alleges that:

31. Contrary to Rigaku's representations and its obligations under the Agreement, Formulatrix has been informed that a Rigaku employee interfered with Formulatrix's attempt to hire key Rigaku employees, which resulted in Formulatrix being unable ...

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