McNamara v. Picken
866 F. Supp. 2d 10
D.C. Cir.2012Background
- McNamara sues Picken and WENT for accounting, conversion, breach of contract, interference with business relations, and defamation in DC federal court.
- Picken is WENT's sole owner; WENT billed insurers for McNamara's services and deposited funds into WENT's account.
- McNamara was added to the WENT Bank of America account; the parties discussed equal contribution and salary; McNamara alleges they intended to form a partnership.
- A written partnership agreement was contemplated but never executed; defendants argue lack of intent to form an enforceable oral contract because a writing was contemplated.
- January 2011: Picken asked to separate their practices; February 2011: employee who assisted McNamara was fired; McNamara moved out in March 2011; Picken publicly criticized him in April 2011.
- May 2, 2011: McNamara filed suit; defendants removed to federal court; the court granted Rule 12(c) judgment on Count III but denied Counts I, II, and IV.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of an enforceable oral partnership | McNamara contends an oral partnership existed via conduct and agreement. | Picken and WENT contend only a contemplated writing; no enforceable oral contract. | Counts I, II, and IV unresolved; oral partnership existence for claim survives. |
| Damages for tortious interference | Plaintiff alleges actions caused loss of patients and records access, constituting damages. | Plaintiff failed to plead actual damages or specific losses. | Count III dismissed for lack of alleged actual damages. |
| Defamation claim and privilege | Statements about McNamara made to WENT staff and Sibley colleagues were defamatory without privilege. | Common interest privilege applies; plaintiff must plead it was abused. | Defendant privilege is a defense; plaintiff not required to anticipate it in pleadings; defamation survives as to pleading. |
| Rule 12(c) standard applicability | Compliance with Rule 12(b)(6)-like standard should permit survival of claims when plausible. | Rule 12(c) standard governs; must show no viable relief even taking all facts as true. | Court applied Rule 12(c) standard; granted as to Count III, denied as to others. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (pleading requires more than mere conclusory statements)
- Perles, P.C. v. Kagy, 473 F.3d 1244 (D.C. Cir. 2007) (intent to bind and material terms determine enforceability of oral contracts)
- Jack Baker, Inc. v. Office Space Dev. Corp., 664 A.2d 1236 (D.C. 1995) (written memorial may memorialize an earlier enforceable agreement)
- D.C. Area Community Council v. Jackson, 385 A.2d 185 (D.C. 1978) (quotes on memorial nature of documents and contracts)
- AMTRAK v. Veolia Transp. Servs., 592 F. Supp. 2d 86 (D.D.C. 2009) (damages for interference include loss of prospective benefits)
- Kwang Dong Pharm. Co. v. Myun Ki Han, 205 F. Supp. 2d 489 (D. Md. 2002) (damages element in tort requires actual loss)
- Howard Univ. v. Wilkins, 22 A.3d 774 (D.C. 2011) (defamation privilege and abuse standards)
- Moss v. Stockard, 580 A.2d 1011 (D.C. 1990) (common interest privilege elements)