United States District Court, D. Massachusetts
BRAINTREE LABORATORIES, INC., & AFFORDABLE PHARMACEUTICALS, Plaintiffs,
BEDROCK LOGISTICS, LLC, Defendant. BEDROCK LOGISTICS, LLC, Counterclaim Plaintiff & Third-Party Plaintiff,
BRAINTREE LABORATORIES, INC., & AFFORDABLE PHARMACEUTICALS, Counterclaim Defendants, & JAMES SEARS & HENRY VILLALOBOS, Third-Party Defendants. JAMES SEARS, Third-Party Counterclaim Plaintiff,
BEDROCK LOGISTICS, LLC., Third-Party Counterclaim Defendant.
MEMORANDUM & ORDER
Talwani United States District Judge.
Laboratories, Inc. and Affordable Pharmaceuticals
(“Braintree”) brought claims in this court
against Bedrock Logistics, LLC. (“Bedrock”).
Complaint [#1]. Bedrock's claims against Braintree,
originally filed in Texas state court, are now entered here
as counterclaims. See Order [#70]. Bedrock has
brought third-party claims against James Sears and Henry
Villalobos [#53], and James Sears has counterclaimed against
the court are Henry Villalobos' Motion to
Dismiss [#58] Bedrock's third-party complaint, and
Bedrock's Motion to Dismiss [#64] the
counterclaims brought by James Sears.
Villalobos' Motion to Dismiss
complaint alleges that Bedrock orchestrated a fraudulent
scheme whereby Bedrock's independent sales contractor,
James Sears, paid kickbacks to Braintree's employee,
Henry Villalobos, to secure Braintree's business at
augmented rates. Complaint [#1]. Bedrock's third-party
complaint against Villalobos seeks contribution and
indemnification for any liability to Braintree, and also
pleads a separate cause of action for civil conspiracy.
[#53]. Villalobos argues no facts alleged support any of
of contribution exists under Mass. Gen. Laws ch. 231B, §
1 “where two or more persons become jointly liable in
tort for the same injury to person or property.” That
is, “contribution is allowed between joint tortfeasors
who cause another, by reason of their wrongdoing, to incur
injury or damage.” Elias v. Unisys Corp., 573
N.E.2d 946, 948 (Mass. 1991). The party from whom
contribution is sought needn't have committed the same
tort as the party seeking contribution, but instead must have
tortiously caused the same injury for which the party seeking
contribution is being held liable. Wolfe v. Ford Motor
Co., 434 N.E.2d 1008, 1011 (Mass. 1982).
the Amended Complaint details allegations that
Villalobos, unbeknownst to his superiors, received kickback
payments in return for causing Braintree to use Bedrock's
services. See ¶¶ 15, 16, 2. The complaint
further alleges that these services were overcharged.
Id. ¶ 21. These facts suffice to plead an
action for, by way of example, breach of fiduciary
duty-“an action that sounds in tort, ”
Lattuca v. Robsham, 812 N.E.2d 877, 882 (Mass.
2004), and which, if true, would allow Braintree to show
there is “a duty owed to [Braintree] by [Villalobos]
and injury to [Braintree] proximately caused by the
breach.” Estate of Moulton v. Puopolo, 5
N.E.3d 908, 921 (Mass. 2014).
Bedrock may have a right of contribution against Villalobos
if i) Bedrock is found liable for Braintree's injuries,
and ii) Bedrock proves that Villalabos is liable (at least in
part) for those injuries. Because the pleaded facts allow for
a plausible inference for such conclusions, dismissal of this
claim is improper. Villalobos' Motion to Dismiss
[#58] is accordingly DENIED as to contribution.
contrast to contribution, indemnification under Massachusetts
law arises either by way of contract, an implied contractual
right arising from a relationship between the parties, or a
“tort-based” theory rooted in vicarious or
“technical” liability, where a non-culpable
party- being held liable solely by dint of its relationship
to a culpable party-seeks indemnification from that culpable
party. Araujo v. Woods Holes, Martha's Vineyard,
Nantucket S.S. Authority, 693 F.2d 1, 2-3 (1st Cir.
1982). While a party may plead contribution and indemnity in
the alternative where the facts so allow, here no facts
plausibly allege a sufficient nexus between Bedrock and
Villalobos that would give rise to indemnity. Accordingly,
Villalobos' Motion to Dismiss [#58]
ALLOWED as to indemnity, and Count II of Bedrock's
Third-Party Complaint against Villalobos is DISMISSED.
although Bedrock styles its count for civil conspiracy as a
standalone cause of action, it conditions that action as
follows: “If Plaintiffs recover against Bedrock,
Bedrock should be permitted to recover its damages from Sears
and Villalobos under a theory of conspiracy.”
Third-Party Complaint [#53] ¶ 24. The civil conspiracy
claim primarily alleges harm to Braintree, rather than
Bedrock. Id. ¶¶ 22, 23. And Bedrock's
memorandum in opposition to Villalobos' Motion to
Dismiss consists entirely of arguments regarding the
sufficiency of facts alleged in Braintree's, rather than
Bedrock's, complaint, and regarding Villalobos'
“fault for [Braintree's] alleged damages.”
Opp. to Mot. to Dismiss [#63] p. 4. Bedrock's conspiracy
claim thus appears largely duplicative of its contribution
claim. However, as a standalone cause of action that may
provide for different remedies, the court DENIES
Villalobos' Motion to Dismiss [#58] as to
Bedrock's Motion to Dismiss
has brought counterclaims against Bedrock for breach of
contract, breach of the implied warranty of good faith and
fair dealing, and a count under Mass. Gen. Laws ch. 93A,
§§ 2, 11. Answer and Counterclaims [#62].
moves to dismiss these counterclaims, arguing that Sears'
contract claims should be dismissed for want of damages. But
if, as Sears alleges, Bedrock did breach its contract with
Sears by defrauding Braintree, Sears would have suffered
damages by, for example, losing a source of business income
from the Braintree-Bedrock relationship. Moreover,
Bedrock's conduct, as alleged, amounts to more than mere
breach, but instead deception, which suffices to allow a
claim for an “unfair or deceptive act or