Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Plante & Moran PLLC v. Andover Healthcare, Inc.

United States District Court, D. Massachusetts

February 16, 2018

PLANTE & MORAN, PLLC, Plaintiff,
v.
ANDOVER HEALTHCARE, INC., Defendant.

          MEMORANDUM AND ORDER

          DENISE J. CASPER UNITED STATES DISTRICT JUDGE.

         I. Introduction

         Plaintiff Plante & Moran, PLLC (“PM”) has filed this lawsuit against Defendant Andover Healthcare, Inc. (“Andover”), alleging breach of contract. D. 1. Andover has answered PM's complaint with four counterclaims: breach of contract, fraud, negligent misrepresentation and unfair and deceptive acts in violation of Mass. Gen. L. c. 93A, §§ 2, 11 (“Chapter 93A”). D. 5-1.[1]Andover also pled two affirmative defenses in its answer: lack of consideration and fraud. D. 5 at 5. PM now moves to dismiss Andover's counterclaims and strike Andover's affirmative defenses. D. 9. For the reasons stated below, the Court ALLOWS IN PART and DENIES IN PART PM's motion.

         II. Standard of Review

         A. Motion to Dismiss

         The Court will grant a motion to dismiss under Fed.R.Civ.P. 12(b)(6) if a counterclaim fails to plead sufficient facts to “state a claim for relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). The Court “must assume the truth of all well-plead[ed] facts and give the plaintiff the benefit of all reasonable inferences therefrom.” Ruiz v. Bally Total Fitness Holding Corp., 496 F.3d 1, 5 (1st Cir. 2007). First, the Court must “distinguish the complaint's factual allegations (which must be accepted as true) from its conclusory legal allegations (which need not be credited).” Saldivar v. Racine, 818 F.3d 14, 18 (1st Cir. 2016) (quoting Cardigan Mt. Sch. v. N.H. Ins. Co., 787 F.3d 82, 84 (1st Cir. 2015)). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Second, the Court must determine whether the factual allegations support a “reasonable inference that the defendant is liable for the misconduct alleged.” Haley v. City of Bos., 657 F.3d 39, 46 (1st Cir. 2011) (quoting Iqbal, 556 U.S. at 678).

         When reviewing a motion pursuant to Rule 12(b)(6), the Court “may properly consider only facts or documents that are part of or incorporated into the complaint.” Trans-Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315, 321 (1st Cir. 2008); see Fed.R.Civ.P. 12(d). The Court may make exceptions for “documents the authenticity of which are not disputed by the parties; for official public records; for documents central to plaintiffs' claim; or for documents sufficiently referred to in the complaint.” Alt. Energy, Inc. v. St. Paul Fire & Marine Ins. Co., 267 F.3d 30, 33 (1st Cir. 2001) (quoting Watterson v. Page, 987 F.2d 1, 3 (1st Cir. 1993)).

         B. Motion to Strike

         Under Rule 12(f), “[t]he [C]ourt may strike from any pleading any insufficient defense or any redundant, immaterial, impertinent or scandalous matter.” Fed.R.Civ.P. 12(f). Motions to strike are “generally disfavored, ” and “even when technically appropriate and well-founded, Rule 12(f) motions are not granted in the absence of a showing of prejudice to the moving party.” U.S. Securities and Exch. Comm'n v. Nothern, 400 F.Supp.2d 362, 364 (D. Mass. 2005) (quoting 5A Charles Alan Wright & Arthur R. Miller, Federal Practice & Procedure § 1381, at 421-22 (3d ed. 2004)). Thus, “[a] motion to strike will not be granted if the insufficiency of the defense is not clearly apparent, or if it raises factual issues that should be determined on a hearing on the merits.” PetEdge, Inc. v. Yahee Techs. Corp., No. 15-cv-13171-ADB, 2017 U.S. Dist. LEXIS 66663, at *4 (D. Mass. May 2, 2017) (quoting Nothern, 400 F.Supp.2d at 364).

         III. Factual Background

         The following summary is based upon the factual allegations in Andover's counterclaims, D. 5-1, which the Court accepts as true for the purposes of PM's motion to dismiss. Additionally, the Court includes facts referenced in the three contracts attached to PM's motion to dismiss, as they are central to all of counterclaims, referred to repeatedly therein, D. 5-1 ¶¶ 3-27, and their authenticity is not in dispute. See Alt. Energy, 267 F.3d at 33.

         Andover, a Massachusetts corporation, and PM, a Michigan corporation, entered into three contracts between late July 2015 and December 2015, under which PM agreed to provide consulting services to Andover for a fee. D. 5-1 ¶¶ 3-4, 8-9, 11-12; see D. 9-2; D. 9-3; D. 9-4. The first contract, signed on or around August 5, 2015, provided that PM would deliver consulting services over a three-day period for a fee of $35, 000 plus expenses. D. 5-1 ¶¶ 3-4; D. 9-2 at 9, 13. The contract provided that “[i]n the event an invoice is not paid timely, a late charge in the amount of 1.25% per month will be added.” D. 9-2 at 9. Additionally, paragraph five of the contract, labeled “Fee Quotes, ” stated that “PM will endeavor to advise Andover Healthcare in the event” that unforeseen circumstances occur requiring PM to adjust its fees, “however it is acknowledged that the exact impact on the Fee Quote may not be determinable until the conclusion of the engagement.” D. 9-2 at 11. Andover paid PM $35, 000 on October 13, 2015. D. 5-1 ¶ 5. On October 30, 2015, PM issued an invoice in the amount of $6, 826.44 for expenses related to this contract. D. 5-1 ¶ 6. Andover Healthcare paid this amount on December 30, 2016. Id. PM also issued an invoice for $11, 807.50 of expenses related to this contract on February 9, 2016. D. 5-1 ¶ 7.

         On or about September 11, 2015, the parties entered into a second contract, under which PM would provide Andover with additional consulting services for a fee of $100, 000 plus expenses. D. 5-1 ¶¶ 8-9; D. 9-3 at 10. The contract stated that $100, 000 was the “[e]stimated” fee for six weeks of work, based on the average hourly rates of partners, principals, managers and senior consultants. D. 9-3 at 10. The contract repeated the first contract's interest rate for late payments and stated that “[a]fter the initial six weeks of work, ” the parties would “determine whether additional support is needed for validation, and to what extent, ” noting that “[a]dditional work will be billed at the same rates.” Id. The contract contained the same “Fee Quotes” provision as the first contract. D. 9-3 at 12. On February 9, 2016, PM provided Andover with an invoice associated with this contract, billing Andover for $206, 292.67, including $179, 860.00 for professional services and $26, 432.67 for expenses. D. 5-1 ¶ 10.

         On or about December 4, 2015, prior to receiving the invoice for the second contract, the parties entered into a third contract. D. 5-1 ¶ 11. This contract covered additional consulting services by PM, for an estimated fee of $82, 500 plus expenses. D. 5-1 ¶ 12; D. 9-4 at 10. The fees provision included the hourly rates of the senior consultant and partner on the project, provided the same interest rate as previously provided and stated that “[a]fter the initial 7 weeks of work over 5 months, Andover Healthcare and Plante Moran will determine whether additional support is needed for validation, and to what extent, ” to be billed at the same rates. D. 9-4 at 10. The third contract contained the same “Fee Quotes” provision as the first two contracts. D. 9-4 at 11. On February 9, 2016, PM issued an invoice to Andover for $410, 198.26, including $397, 987.50 for professional ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.