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Plesha v. Ferguson

July 27, 2010


The opinion of the court was delivered by: Colleen Kollar-kotelly United States District Judge


Plaintiff Adrian Plesha, a lobbyist, filed this action seeking compensation for services rendered to Defendants James Ferguson, J.G. Ferguson & Associates, LLC, and Jim G. Ferguson, Inc. Plaintiff asserts claims for breach of written contract, detrimental reliance/promissory estoppel/unjust enrichment, quantum meruit, and fraud. Presently pending before the Court is a Partial Motion to Dismiss filed by Defendants James Ferguson and J. G. Ferguson & Associates LLC.*fn1 For the reasons explained below, the Court shall GRANT Defendants' [3] Partial Motion to Dismiss.


Plaintiff Adrian Plesha is a citizen of Florida and works as a lobbyist facilitating communications between his clients, private parties, and government officials. Compl. ¶ 4. Defendant James Ferguson is a citizen of Texas, id. ¶ 5, and is the manager of Defendant J.G. Ferguson & Associates, LLC, which is a Texas limited liability company, Compl.¶¶ 5-6; Def.'s Partial Mot. to Dismiss 2. Defendant Jim G. Ferguson, Inc. is an Illinois corporation. Id. ¶ 7. Each of these defendants acts as an agent for the others. Id. ¶ 8.

According to the Complaint, on or about February 27, 2007, Plesha entered into a written contract with Defendants to provide lobbying services regarding FY 2007 and FY 2008 Department of Defense appropriations that Defendants wished to obtain. See Compl., Ex. A ("Agreement for Professional Services") ¶ 1; Compl.¶9. The contract shows that Defendants agreed to pay Plesha $240,000 in fees for the first year of services plus reimbursement of expenses beginning March 1, 2007, with an automatic renewal on a month-to-month basis for a second year, ending on February 28, 2009. See Compl., Ex. A ¶¶ 2-5; Compl. ¶¶ 10, 12. Plesha alleges he performed the services under the contract, securing a $1.6 million appropriation for Defendants and a $2.4 million appropriation for Defendants' client. Compl.¶ 15. Plesha alleges that Defendants ratified the contract in writing and continued to request Plesha's services and incur related expenses at various times during the contractual period. Id. ¶¶ 12-13. Plesha alleges that beginning in approximately April 1, 2007, Defendants failed to make timely payments under the contract and that the total amount of compensation owed under the contract has not been paid in full. Id. ¶ 16. The contract has a clause stating that the agreement shall be governed by the laws of the District of Columbia and that venue for any litigation arising from the contract shall lie in the District of Columbia. See id., Ex. A ¶ 9.

Plesha filed the Complaint in this action on June 24, 2009, in the United States District Court for the Western District of Texas. See Complaint, Plesha v. Ferguson, No. 5:09-cv-514-OLG (W.D. Tex. filed June 24, 2009). On August 19, 2009, that court transferred the case to this Court pursuant to 28 U.S.C. § 1406(a). See Order Transferring Case, Plesha v. Ferguson, No. 5:09-cv-514-OLG (W.D. Tex. Aug. 19, 2009). In the complaint, Plesha asserts four causes of action: (1) breach of written contract, (2) detrimental reliance/promissory estoppel/unjust enrichment, (3) quantum meruit, and (4) fraud. See generally Compl. Plaintiff seeks $262,500 in damages, pre- and post-judgment interest, attorney's fees, court costs, and any additional relief. Id. ¶ 7. With respect to the breach of contract claim, Plesha alleges that Defendants defaulted in making required payments to Plesha on or about March 1, 2008, and that this was a material breach of the contract. Id. ¶ 18. With respect to his second cause of action, Plesha claims that he acted in reliance to his detriment upon Defendants' requests to continue to work for them. Id. ¶ 25. With respect to his claim for quantum meruit, Plesha alleges that he has provided services to Defendants with a reasonable value exceeding $240,000 for which he has not been compensated. Id. ¶ 28. With respect to his claim for fraud, Plesha alleges that Defendants made multiple false representations that they wished Plesha to perform lobbying services for compensation, which Plesha believed to be true and relied on to his detriment. Id. ¶¶ 31-38.


The Federal Rules of Civil Procedure require that a complaint contain "'a short and plain statement of the claim showing that the pleader is entitled to relief,' in order to 'give the defendant fair notice of what the . . . claim is and the grounds upon which it rests.'" Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)); accord Erickson v. Pardus, 551 U.S. 89, 93 (2007) (per curiam). Although "detailed factual allegations" are not necessary to withstand a Rule 12(b)(6) motion to dismiss, to provide the "grounds" of "entitle[ment] to relief," a plaintiff must furnish "more than labels and conclusions" or "a formulaic recitation of the elements of a cause of action." Twombly, 550 U.S. at 555; see also Papasan v. Allain, 478 U.S. 265, 286 (1986). Instead, a complaint must contain sufficient factual matter, accepted as true, to "state a claim to relief that is plausible on its face." Twombly, 550 U.S. at 570. "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, __ U.S. __, 129 S.Ct. 1937, 1949 (2009) (citing Twombly, 550 U.S. at 556).

In evaluating a Rule 12(b)(6) motion to dismiss for failure to state a claim, the court must construe the complaint in a light most favorable to the plaintiff and must accept as true all reasonable factual inferences drawn from well-pleaded factual allegations. In re United Mine Workers of Am. Employee Benefit Plans Litig., 854 F. Supp. 914, 915 (D.D.C. 1994); see also Schuler v. United States, 617 F.2d 605, 608 (D.C. Cir. 1979) ("The complaint must be 'liberally construed in favor of the plaintiff,' who must be granted the benefit of all inferences that can be derived from the facts alleged."). However, as the Supreme Court recently made clear, a plaintiff must provide more than just "a sheer possibility that a defendant has acted unlawfully." Iqbal, 129 S.Ct. at 1950. Where the well-pleaded facts set forth in the complaint do not permit a court, drawing on its judicial experience and common sense, to infer more than the "mere possibility of misconduct," the complaint has not shown that the pleader is entitled to relief. Id. at 1950.

In evaluating a motion to dismiss under Rule 12(b)(6), the Court is limited to considering the facts alleged in the complaint, any documents attached to or incorporated in the complaint, matters of which the court may take judicial notice, and matters of public record. See EEOC v. St. Francis Xavier Parochial Sch., 117 F.3d 621, 624 (D.C. Cir. 1997); see also Vanover v. Hantman, 77 F. Supp. 2d 91, 98 (D.D.C. 1999), aff'd, 38 F. App'x 4 (D.C. Cir. 2002) ("[W]here a document is referred to in the complaint and is central to plaintiff's claim, such a document attached to the motion papers may be considered without converting the motion to one for summary judgment.")


Defendants James Ferguson and J.G. Ferguson & Associates, LLC have filed a partial motion to dismiss, seeking dismissal of Plesha's claims for detrimental reliance/promissory estoppel/unjust enrichment, quantum meruit, and fraud. Defendants argue that because Plesha has stated a claim for breach of a written contract, he cannot pursue these alternative theories of relief. Importantly, although they have not yet answered the Complaint, Defendants do not disavow that a written contract governs this action. Plesha contends that these three causes of action are asserted in the alternative and thus should not be dismissed. See generally Pl.'s Resp. to Defs.' Partial Mot. to Dismiss. The Court shall analyze each cause of action in turn.

A. Plesha's Claims for Detrimental Reliance/Promissory Estoppel/Unjust Enrichment and Quantum Meruit

Plesha's second and third causes of action are described in the Complaint as "Detrimental Reliance / Promissory Estoppel / Unjust Enrichment" and "Quantum Meruit," respectively. The District of Columbia*fn2 recognizes causes of action for unjust enrichment and quantum meruit as implied contract claims in which there is no express contract between the parties but contractual obligations are implied, either in fact (quantum meruit) or in law (unjust enrichment). See United States ex rel. Modern Elec., Inc. v. Ideal Elec. Sec. ...

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