LANDMARK HEALTH SOLUTIONS, LLC, Plaintiff and Counter-Defendant,
NOT FOR PROFIT HOSPITAL CORPORATION, et al., Defendant & Counter-Claimant.
MEMORANDUM OPINION Document Nos. 14, 21 GRANTING THE PLAINTIFF LEAVE TO FILE A SUPPLEMENTAL COMPLAINT WITHIN THIRTY DAYS; ORDERING SUPPLEMENTAL BRIEFING; DENYING THE PLAINTIFF'S CROSS-MOTION FOR SUMMARY JUDGMENT
RUDOLPH CONTRERAS, District Judge.
The plaintiff, Landmark Health Solutions, LLC ("Landmark") offers consulting services to healthcare organizations. It entered into a contract to provide consulting services to the defendant, Not For Profit Hospital Corporation ("NFPHC"). Landmark has now filed this action, claiming that NFPHC has outstanding invoices for services rendered, in breach of the contract. NFPHC has filed a counterclaim, alleging that Landmark failed to satisfy some of its contractual obligations, resulting in monetary losses. NFPHC has filed a motion to dismiss, or in the alternative, for summary judgment, and Landmark has filed a cross-motion for summary judgment. Because Landmark obtained a certificate of registration to do business in the District after initiating this action, the Court lacks subject matter jurisdiction to hear its claims, but Landmark is granted leave to file a supplemental complaint pursuant to Federal Rule of Civil Procedure 15(d) within thirty days. In addition, because the parties have not provided sufficient information for the Court to determine whether Landmark's trade name has been registered, and also whether it has obtained the requisite business license to do business in the District, the parties are required to provide supplemental briefing regarding these respective issues within thirty days. Finally, because the Court prefers to evaluate Landmark's challenge to NFPHC's expert witnesses at a Daubert hearing to be scheduled shortly after appropriate Daubert motions are filed, Landmark's cross-motion for summary judgment is denied.
II. FACTUAL & PROCEDURAL BACKGROUND
In August of 2010, Landmark entered into two letter agreements to provide management consulting and staffing services in connection with the transition of ownership and clinical operations of NFPHC's Skilled Nursing Facility ("SNF"). Def.'s Stmt. of Mat. Facts [Dckt. # 14-1] ¶¶ 2-3; Pl.'s Additional Stmt. of Mat. Facts [Dckt. # 21-1] ¶ 1. Landmark agreed to perform services in compliance with all federal, state, and local requirements. Def.'s Stmt. of Mat. Facts [Dckt. # 14-1] ¶ 4. The parties executed a letter contract in October of 2010, where Landmark would provide further services. Id. ¶ 5; Pl.'s Additional Stmt. of Mat. Facts [Dckt. # 21-1] ¶ 2. A few months later, on December 17, NFPHC terminated the contract. Def.'s Stmt. of Mat. Facts [Dckt. # 14-1] ¶ 6.
During the life of the contract, Landmark was not registered with the District of Columbia's Department of Consumer and Regulatory Affairs Corporation Division ("DCRA"), either as a domestic entity organized in the District, or as a foreign entity registered to transact business. See Def.'s Stmt. of Mat. Facts [Dckt. # 14-1] ¶ 7; Pl.'s Stmt. of Mat. Facts [Dckt. # 15-1] ¶ 7. On December 16, 2010, the day before NFPHC terminated the contract, Landmark applied for a basic business license with the DCRA. Def.'s Stmt. of Mat. Facts [Dckt. # 14-1] ¶ 11. In March of 2011, the DCRA sent a Deficiency Notice to Landmark. Id. ¶ 12. On November 15, 2011, though, after this case was filed, Landmark received a certificate of registration from the DCRA. Pl.'s Suppl., [Dckt. #16-1] at 4.
Landmark has filed this action alleging that NFPHC violated the contract by failing to pay $250, 273.08 in outstanding invoices. Compl. ¶ 8. NFPHC has filed a counterclaim, contending that Landmark did not properly fulfill its contractual obligations, including failing to: provide an SNF manager; consult with NFPHC clinical staff about quality of care, regulatory compliance, and the effectiveness of the SNF's clinical function; ensure that the SNF participated in NFPHC's regulatory compliance programs; assist NFPHC with all aspects of the SNF's financial establishment; provide monthly reports; and ensure that the SNF was in substantial compliance with the Department of Health and Human Services' requirements for skilled nursing facility services providers. Def.'s Ans. and Counterclaim ¶ 5. NFPHC has filed a motion to dismiss, or in the alternative, for summary judgment, and Landmark has filed a cross-motion for summary judgment. The court now turns to the parties' arguments and the applicable legal standards.
A. Legal Standards
1. Legal Standard for a Rule 12(b)(1) Motion to Dismiss
Federal courts are courts of limited jurisdiction, possessing "only that power authorized by Constitution and statute." Kokkonen v. Guardian Life Ins. Co., 511 U.S. 375, 377 (1994). Accordingly, a federal court should first determine whether it has jurisdiction over a case before ruling on the merits. Al-Zahrani v. Rodriguez, 669 F.3d 315, 317-18 (D.C. Cir. 2012). Landmark bears the burden of establishing the court's subject matter jurisdiction by a preponderance of the evidence. Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992). Because subject matter jurisdiction focuses on the court's power to hear the claim, the court must give Landmark's factual allegations closer scrutiny when resolving a Rule 12(b)(1) motion than would be required for a Rule 12(b)(6) motion for failure to state a claim. See Macharia v. United States, 334 F.3d 61, 64, 69 (D.C. Cir. 2003); Grand Lodge of Fraternal Order of Police v. Ashcroft, 185 F.Supp.2d 9, 13 (D.D.C. 2001). Thus, the court is not limited to the allegations contained in the complaint. Hohri v. United States, 782 F.2d 227, 241 (D.C. Cir. 1986), vacated on other grounds, 482 U.S. 64 (1987). Instead, "where necessary, the court may consider the complaint supplemented by undisputed facts evidenced in the record, or the complaint supplemented by undisputed facts plus the court's resolution of disputed facts." Herbert v. Nat'l Acad. of Scis., 974 F.2d 192, 197 (D.C. Cir. 1992) (citing Williamson v. Tucker, 645 F.2d 404, 413 (5th Cir. 1981)).
2. Legal Standard for a Rule 56 Motion for Summary Judgment
Summary judgment may be granted when "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(a). A fact is "material" if it is capable of affecting the substantive outcome of the litigation. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A dispute is "genuine" if sufficient evidence exists such that a ...