Ralph Zipper, M.D., P.A. v. Kline & Specter, P.C.
6:16-cv-00712
M.D. Fla.Jul 6, 2016Background
- Plaintiff Ralph Zipper, M.D., P.A. sued Kline & Specter, P.C. in federal court asserting breach of oral contract (Count I), breach of implied-in-fact contract (Count IV), and alternative quasi-contract claims for unjust enrichment (Count II) and quantum meruit (Count III).
- Jurisdiction is based on diversity: parties are diverse and the amount in controversy exceeds $75,000.
- Defendant moved under Fed. R. Civ. P. 12(b)(6) to dismiss the unjust enrichment and quantum meruit counts, arguing Pennsylvania law bars quasi-contract claims when express or implied contracts exist between parties.
- Plaintiff opposed dismissal, noting Federal Rule 8(d) permits pleading alternative, inconsistent claims at the pleading stage.
- The Court evaluated whether a choice-of-law analysis was necessary and whether Florida and Pennsylvania law differ on the availability of quasi-contract remedies where contract claims are alleged.
- The Court denied the motion to dismiss, holding dismissal of the quasi-contract claims is premature at the pleading stage because Plaintiff may plead alternative claims and Defendant had not shown a controlling conflict in law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether unjust enrichment and quantum meruit counts must be dismissed because express or implied contract claims exist | May plead alternative inconsistent claims; quasi-contract claims permitted pending resolution of contract claims | Pennsylvania law does not allow quasi-contract remedies where an express or implied contract exists | Denied—pleading-stage dismissal premature; Rule 8(d) allows alternative claims and no controlling choice-of-law conflict shown |
| Whether choice-of-law analysis is required to decide availability of quasi-contract remedies | Choice-of-law not necessary absent a shown difference in law | Choice-of-law to Pennsylvania would require dismissal under state law | Denied—Court not persuaded Florida and Pennsylvania differ for this purpose; even if required, factual record insufficient to apply Pennsylvania law |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading must state a plausible claim)
- Ashcroft v. Iqbal, 556 U.S. 662 (court need not accept legal conclusions as true)
- United Techs. Corp. v. Mazer, 556 F.3d 1260 (quasi-contract claims fail if plaintiff prevails on express contract claim)
- MetroClub Condo. Ass’n v. 201-59 N. Eighth St. Assocs., L.P., 47 A.3d 137 (Pa. Super. Ct. case on availability of quasi-contract remedies)
- Am. United Life Ins. Co. v. Martinez, 480 F.3d 1043 (lex loci contractus and fact-intensive choice-of-law analysis)
- State Farm Mut. Auto. Ins. Co. v. Roach, 945 So.2d 1160 (Florida law on choice-of-law for contract disputes)