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Sodexo Operations, LLC v. Not-For-Profit Hosp. Corp.

United States District Court, District of Columbia

March 19, 2013

SODEXO OPERATIONS, LLC, Plaintiff,
v.
NOT-FOR-PROFIT HOSPITAL CORPORATION, Defendant

For SODEXO OPERATIONS, LLC, Plaintiff: Wendell L. Taylor, LEAD ATTORNEY, Jonathan H. Lasken, HUNTON & WILLIAMS LLP, Washington, DC.

For NOT-FOR-PROFIT HOSPITAL CORPORATION, Defendant: Emil Hirsch, LEAD ATTORNEY, BRADLEY ARANT BOULT CUMMINGS LLP, Washington, DC.

OPINION

Page 235

RICHARD W. ROBERTS, United States District Judge.

MEMORANDUM OPINION

Plaintiff Sodexo Operations, LLC (" Sodexo" ) brings this breach of contract action against Not-for-Profit Hospital Corporation (" NFP" ) seeking damages arising from an alleged breach of contract between Sodexo and Capital Medical Center, LLC (" CMC" ). NFP moves to dismiss the plaintiff's breach of contract claim under Federal Rule of Civil Procedure 12(b)(6) for failure to state a breach of contract claim against NFP and under Rule 8(a) for insufficient pleading. Because the complaint does not provide sufficient factual allegations to state a breach of contract claim against NFP, the defendant's motion to dismiss will be granted.[1]

BACKGROUND

In 2008, CMC and Sodexo entered into an agreement for CMC to pay Sodexo " to manage and operate [nutrition] Services for [CMC's] patients, residents, employees, visitors and guests at [CMC's United Medical Center]." Compl. ¶ ¶ 13, 16, 17, Ex. A. In January 2010, Sodexo notified CMC that CMC owed $349,333.81 for Sodexo's work performed under that management agreement. Id. ¶ 38, Ex. D. That same year, the District of Columbia (the " District" ) foreclosed on CMC and transferred the assets of its hospital, United Medical Center (" UMC" ), to NFP by statute and mayoral order. Thus, NFP took over ownership and operation of the hospital. Id. ¶ ¶ 10, 12, 53; Def.'s Mot. to Dismiss (" Def.'s Mot." ), Mem. of P. & A. in Supp. of its Motion to Dismiss (" Def.'s Mem." ) at 1, 4-5; Pl.'s Statement of P. & A. in Opp'n to Def.'s Mot. to Dismiss (" Pl.'s Opp'n" ) at 4-5. Sodexo brings a breach of contract claim against NFP arguing that NFP took over CMC's contractual obligations and is liable for CMC's breach of contract for failure to pay. Compl. ¶ ¶ 55-56, 65.

DISCUSSION

" 'A complaint can be dismissed under Rule 12(b)(6) when a plaintiff fails to state a claim upon which relief can be granted.'" Howard Univ. v. Watkins, 857 F.Supp.2d 67, 71 (D.D.C. 2012) (quoting Peavey v. Holder, 657 F.Supp.2d 180, 185 (D.D.C. 2009) (citing Fed.R.Civ.P. 12(b)(6))).

Page 236

To survive a motion to dismiss, a complaint must contain sufficient factual matter, acceptable 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, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell A. Corp. v. Twombly, 550 U.S. 544, 556, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). In considering a motion to dismiss under Rule 12(b)(6), a court accepts well-pleaded factual allegations in the complaint as true and interprets them in the light most favorable to the plaintiff. Howard Univ., 857 F.Supp.2d at 71 (citing Warren v. District of Columbia, 353 F.3d 36, 39, 359 U.S. App. D.C. 179 (D.C. Cir. 2004)). " 'In determining whether a complaint states a claim, the court may consider the facts alleged in the complaint, documents attached thereto or incorporated therein, and matters of which it may take judicial notice.'" Abhe & Svoboda, Inc. v. Chao, 508 F.3d 1052, 1059, 378 U.S. App. D.C. 355 (D.C. Cir. 2007) (quoting Stewart v. Nat'l Educ. Ass'n, 471 F.3d 169, 173, 374 U.S. App. D.C. 46 (D.C. Cir. 2006)). " [A] complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations . .., [but] [w]here 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." Howard Univ., 857 F.Supp.2d at 71 (internal citations and quotation marks omitted).

Further, the notice pleading standard in Rule 8(a)(2) requires a complaint to contain " a short and plain statement of the claim showing that the pleader is entitled to relief[,]" Fed.R.Civ.P. 8(a)(2), and to " give the defendant fair notice of what the . . . claim is and the grounds upon which it rests," ...


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