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Command Consulting Group, LLC v. Neuraliq

June 9, 2009

COMMAND CONSULTING GROUP, LLC, PLAINTIFF,
v.
NEURALIQ, INC., DEFENDANT.



The opinion of the court was delivered by: Ricardo M. Urbina United States District Judge

Re Document No.: 15

MEMORANDUM OPINION

GRANTING THE PLAINTIFF'S MOTION TO DISMISS COUNTS III AND IV OF THE DEFENDANT'S AMENDED COUNTERCLAIMS

I. INTRODUCTION

This matter is before the court on the plaintiff's motion to dismiss Count III ("Interference with Prospective Business Advantage") and Count IV ("Breach of Fiduciary Duty") of the defendant's Amended Counterclaims pursuant to Federal Rule of Civil Procedure 12(b)(6). Because neither count states a claim for which relief can be granted, the court grants the plaintiff's motion to dismiss.

II. FACTUAL & PROCEDURAL BACKGROUND

In December 2007, the plaintiff, a consulting firm specializing in government contracts, entered into a consulting services agreement with the defendant, a software technology firm. Pl.'s Compl. ¶¶ 6-8; Def.'s Am. Countercl. ¶¶ 1-2. Under the terms of the agreement, the plaintiff agreed to assist the defendant in its efforts to develop business opportunities within the federal government's defense procurement process. Pl.'s Compl. ¶ 7; Def.'s Am. Countercl. ¶ 1. In return, the defendant agreed to pay the plaintiff a monthly consulting fee. Pl.'s Compl. ¶ 7; Def.'s Am. Countercl. ¶ 2.

On February 4, 2009, the plaintiff commenced this action against the defendant, alleging that the defendant failed to pay tens of thousands of dollars in consulting fees to the plaintiff as required by the consulting services agreement. Pl.'s Mot. at 2. On March 5, 2009, the defendant submitted its initial Counterclaims, in which it asserted claims for breach of contract, interference with prospective business advantage and breach of fiduciary duty. See generally Def.'s Countercl. On April 16, 2009, after the plaintiff moved to dismiss the initial Counterclaims, the defendant filed Amended Counterclaims, in which it supplemented the factual allegations regarding the three claims lodged in its initial Counterclaims and asserted an additional claim for breach of the implied covenant of good faith and fair dealing. See Def.'s Am. Countercl. ¶¶ 6-22; Pl.'s Mot. at 2. More specifically, in its Amended Counterclaims, the defendant alleges that the plaintiff failed to provide the consulting services required under the agreement and used confidential information belonging to the defendant to interfere with the defendant's business operations. Id. ¶¶ 6-8, 18-20. The plaintiff now moves to dismiss Counts III and IV of the Amended Counterclaims, which assert claims for interference with a prospective business advantage and breach of fiduciary duty, under Federal Rule of Civil Procedure 12(b)(6). Pl.'s Mot. at 5-9.

III. ANALYSIS

A. Legal Standard for a Rule 12(b)(6) Motion to Dismiss

A Rule 12(b)(6) motion to dismiss tests the legal sufficiency of a claim. Browning v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002). The complaint need only set forth a short and plain statement of the claim, giving the party served fair notice of the claim and the grounds upon which it rests. Kingman Park Civic Ass'n v. Williams, 348 F.3d 1033, 1040(D.C. Cir. 2003) (citing FED. R. CIV. P. 8(a)(2) and Conley v. Gibson, 355 U.S. 41, 47 (1957)). "Such simplified notice pleading is made possible by the liberal opportunity for discovery and the other pre-trial procedures established by the Rules to disclose more precisely the basis of both claim and defense to define more narrowly the disputed facts and issues." Conley, 355 U.S. at 47-48 (internal quotation marks omitted). It is not necessary for the claimant to plead all elements of his prima facie case in the pleading, Swierkiewicz v. Sonoma N.A., 534 U.S. 506, 511-14 (2002), or "plead law or match facts to every element of a legal theory," Krieger v. Fadely, 211 F.3d 134, 136 (D.C. Cir. 2000) (internal quotation marks and citation omitted).

Yet, the claimant must allege "any set of facts consistent with the allegations." Bell Atl. Corp. v. Twombly, 127 S.Ct. 1955, 1969 (2007) (abrogating the oft-quoted language from Conley, 355 U.S. at 45-56,instructing courts not to dismiss for failure to state a claim unless it appears beyond doubt that "no set of facts in support of his claim [] would entitle him to relief"); Aktieselskabet AF 21. Nov. 2001 v. Fame Jeans, Inc., 525 F.3d 8, 16 n.4 (D.C. Cir. 2008)(affirming that "a complaint needs some information about the circumstances giving rise to the claims"). While these facts must "possess enough heft to 'sho[w] that the pleader is entitled to relief,'" a pleading "does not need detailed factual allegations." Twombly,127 S.Ct. at 1964, 1966. In resolving a Rule 12(b)(6) motion, the court must treat the pleading's factual allegations -- including mixed questions of law and fact -- as true and draw all reasonable inferences therefrom in the pleader's favor. Macharia v. United States, 334 F.3d 61, 64, 67 (D.C. Cir. 2003); Holy Land Found. for Relief & Dev. v. Ashcroft, 333 F.3d 156, 165 (D.C. Cir. 2003); Browning, 292 F.3d at 242. While many well-pleaded complaints are conclusory, the court need not accept as true inferences unsupported by facts set out in the complaint or legal conclusions cast as factual allegations. Warren v. District of Columbia, 353 F.3d 36, 40 (D.C. Cir. 2004); Browning, 292 F.3d at 242.

B. Interference with a Prospective Business Advantage

1. Legal Standard for Interference with a Prospective ...


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