AMERICAN HEALTH CONNECTION v. CENTRAL MAINE HEALTHCARE CORPORATION
2:24-cv-00298
D. Me.Jun 2, 2025Background
- American Health Connection (AHC) and Central Maine Healthcare Corporation (CMHC) entered into a call center services contract from June 1, 2020, with an initial three-year term and automatic one-year renewals unless terminated with adequate notice.
- The contract specified procedures for nonrenewal and allowed early termination only for cause following a notification and cure period.
- On December 1, 2023, CMHC provided written notice of intent not to renew, but misstated the contract end date and did not assert any cause for early termination.
- CMHC subsequently reduced its call volume to AHC to zero before the contract's term expired without alleging proper cause.
- AHC invoiced CMHC for services through the contract expiry date, but CMHC did not pay.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether reducing call volume to zero before contract end is a material breach | CMHC's actions breach material terms; contract cannot be interpreted to let CMHC avoid obligations merely by zeroing call volume | No breach: contract does not guarantee minimum call volume, only requires notice for 15% or more reduction | Contract is ambiguous; plausible that CMHC's actions could breach contract |
| Interpretation of contract termination terms | Provisions for renewal and termination for cause are meaningful only if not nullified by a unilateral reduction to zero call volume | Procedures for early termination only required in cases of cause; otherwise, notice for volume reduction suffices | Contract could be read either way; motion to dismiss denied |
| Ambiguity of contract relating to call volume reduction | Contract terms are at least ambiguous and susceptible to multiple interpretations | Contract is unambiguous, permitting call volume to be reduced to zero with notice | Ambiguity found; interpretation is a fact issue |
| Motion to dismiss for failure to state a claim | Complaint plausibly pleads breach under a reasonable reading of the contract | No plausible claim because no breach under defendant's reading | Sufficiently pled; motion to dismiss denied |
Key Cases Cited
- Watterson v. Page, 987 F.2d 1 (1st Cir. 1993) (narrow exception allowing consideration of central, undisputed documents on motion to dismiss)
- Alt. Energy, Inc. v. St. Paul Fire & Marine Ins. Co., 267 F.3d 30 (1st Cir. 2001) (merging undisputed, central documents into pleadings for 12(b)(6) motions)
- Peerless Ins. Co. v. Brennon, 564 A.2d 383 (Me. 1989) (contract interpretation requires reading all parts together)
- Portland Valve, Inc. v. Rockwood Sys. Corp., 460 A.2d 1383 (Me. 1983) (plain meaning and four corners rule for contract interpretation)
- Acadia Ins. Co. v. Buck Const. Co., 756 A.2d 515 (Me. 2000) (contract ambiguity arises when reasonably susceptible to different interpretations)
- Tobin v. Barter, 89 A.3d 1088 (Me. 2014) (elements of a breach of contract claim)