Clinical Resource Network v. Medpace, Inc.
1:23-cv-00239
S.D. OhioJun 18, 2025Background
- Plaintiff, Clinical Resource Network, LLC ("Symphony"), filed a breach of contract suit against Medpace, Inc., centering on a Master Services Agreement (MSA).
- Symphony initially asserted claims for breach of contract, unjust enrichment/restitution, and promissory estoppel.
- The Court previously dismissed Symphony’s equitable claims (Counts 2 and 3) due to the existence and enforceability of the MSA, allowing Symphony to reassert those claims only if new facts regarding enforceability arose through discovery.
- Symphony later filed an Amended Complaint, reasserting unjust enrichment and promissory estoppel, and adding quantum meruit—arguing these claims were viable due to new factual allegations regarding compensation for certain invoices.
- Medpace moved to dismiss these equitable claims (Counts 2-4) under Rule 12(b)(6), asserting that the MSA governed the dispute fully.
- The Court held that Symphony’s new allegations did not constitute newly discovered information and the MSA remained controlling.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can Symphony pursue equitable claims despite an MSA? | MSA does not address certain compensation, so equitable remedies are viable. | MSA governs all aspects; no room for equitable claims | Equitable claims dismissed; MSA governs. |
| Are Symphony's allegations "new information"? | Alleged that new facts justify reconsidering equitable claims. | No new facts from discovery; arguments already made. | No new information; amendment not warranted. |
| Standard for Rule 12(b)(6) dismissal | Complaint plausibly states a claim for relief under alternative theories. | Claims are not plausible; MSA covers all grounds. | Dismissal proper under Twombly/Iqbal. |
| Should Medpace's conduct affect outcome? | Medpace's consent to amend shows acceptance of equitable claims repleading. | Consent procedural; outcome depends on law/facts. | No impact; legal analysis controls. |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (standard for plausibility in pleading under Rule 12(b)(6))
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (further clarifies standard for facial plausibility in complaints)
- DIRECTV, Inc. v. Treesh, 487 F.3d 471 (6th Cir. 2007) (appropriate approach to factual allegations in Rule 12 motions)
- Gregory v. Shelby Cnty., 220 F.3d 433 (6th Cir. 2000) (limits on accepting legal conclusions as true in pleadings)