Facts
- InfuCare, a New Jersey corporation, purchased Roy's specialty pharmacy, Factor One, on November 30, 2018, with Roy becoming Vice President of Operations [lines="22-29"].
- Roy signed a Restrictive Covenants Agreement (RCA) barring him from competition and employee solicitation until November 30, 2023 [lines="32-38"].
- Following his resignation on March 4, 2021, Roy joined Soleo Health Holdings, a direct competitor of InfuCare, in May or July 2022, allegedly violating the RCA [lines="45-50"].
- InfuCare claims that Roy used Dan A. Robin as a strawman purchaser to avoid the appearance of impropriety in acquiring Santa Rosa Pharmacy, which he allegedly aided in opening to compete with InfuCare [lines="78-82"].
- Robin, a former owner of Santa Rosa, is accused of speaking to InfuCare employees and allegedly facilitating violations of non-competition agreements [lines="96-101"].
Issues
- Whether the court can establish personal jurisdiction over Robin for actions allegedly leading to tortious interference with InfuCare’s business [lines="412-415"].
- Whether Roy's counterclaims against InfuCare for breach of contract are adequately stated to survive a motion to dismiss [lines="699-703"].
Holdings
- The court granted Robin's motion to dismiss for lack of personal jurisdiction, finding insufficient minimum contacts with New Jersey [lines="692-693"].
- The court dismissed Counts One and Two of Roy's counterclaims without prejudice, determining that Roy failed to specify breaches in the Separation or Purchase Agreements [lines="790-791"].
OPINION
INFUCARE RX, INC. v. SAJAL ROY, ROY INVESTMENT GROUP, LLC, SOLEO HEALTH HOLDINGS, INC., HAROLD E. CANNON, SOUTH WALTON PHARMACY, LLC D/B/A SANTA ROSA PHARMACY, and DAN A. ROBIN, SR.
Case No.: 2:22-cv-06342-JKS-CLW
UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY
October 22, 2024
SEMPER, District Judge
NOT FOR PUBLICATION
SEMPER, District Judge.
Before the Court are two motions. The first is Defendant Dan A. Robin, Sr.‘s (“Robin”) motion to dismiss Plaintiff InfuCare Rx, Inc.‘s (“Plaintiff” or “InfuCare”) Second Amended Verified Complaint1 pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6). (ECF 186-1, “Robin MTD.”)2 The second is InfuCare‘s motion to dismiss or strike Defendant Sajal Roy‘s (“Roy“) Amended Counterclaims3 pursuant to
A. Facts from InfuCare‘s Second Amended Verified Complaint
Plaintiff InfuCare is a New Jersey corporation in the business of specialty pharmaceutical services and treatments in a non-hospital setting. (SAVC ¶¶ 28-29.) Defendant Roy is a licensed pharmacist who resides in Louisiana. (Id. ¶ 33.) On November 30, 2018, InfuCare purchased Roy‘s specialty pharmacy business, Factor One Source Pharmacy, LLC (“Factor One”). (Id. ¶¶ 66-67.) Following the sale of Factor One to InfuCare, Roy served as InfuCare‘s Vice President of Operations and Chief Business Development Officer. (Id. ¶ 88.) As part of the Factor One sale, Roy entered into a Restrictive Covenants Agreement (“RCA”) with InfuCare, which, among other things, provided Roy would not engage in competition with InfuCare or solicit its employees, managers, officers, or customers. (See ECF 174-1, RCA § 3(a), (b).) These restrictions would remain in effect until “a period ending on the fifth (5th) anniversary of the Closing Date[,]” of November 30, 2018. (Id. § 2(b).) Roy also entered into an employment agreement with InfuCare. (SAVC ¶¶ 86-89.) The employment offer letter included a schedule of Employment and Post-Termination Covenants (“Schedule A”) that contained additional non-solicitation and non-competition provisions that would last for the duration of Roy‘s employment at InfuCare and for eighteen months following the end of his employment. (ECF 174-1, Ex. B, Schedule A §§ 3, 4.)5
Disagreements between the parties led to Roy‘s resignation from InfuCare, which was effective on March 4, 2021. (SAVC ¶ 126.) In May or July of 2022, Roy began working for Defendant Soleo Health Holdings, Inc. (“Soleo”), a direct competitor of InfuCare in the specialty pharmacy, home infusion, bleeding disorders, and Intravenous Immunoglobulin (IVIG) markets.
a. Allegations Related to Defendant Robin
Defendant Dan A. Robin, Sr. is a registered lobbyist with the State of Louisiana who resides at 206 E. 19th Avenue, Covington, Louisiana 70433. (SAVC ¶ 44.) Until December 2022, Robin was listed as the 100% owner of Santa Rosa. (Id. ¶ 45.) Santa Rosa is a Florida limited liability company with its principal place of business at 2050 W. County Highway 30a, Unit M1-106, Santa Rosa Beach, Florida 32459. (Id. ¶ 43.) Robin is not a pharmacist by training, and he allegedly lacks the finances, operational expertise, and marketing or sales knowledge to run or operate a national specialty pharmacy business that competes with InfuCare. (Id. ¶ 46.) He does not have any obvious connection to Santa Rosa, Florida. (Id.) InfuCare asserts that Roy provided for or aided in the purchase of Santa Rosa. (Id. ¶ 150.) Upon information and belief, InfuCare alleges Roy used Robin as a strawman purchaser to avoid the appearance of impropriety and the breach of his restrictive covenants. (Id.)
During Robin‘s ownership of Santa Rosa, Santa Rosa hired Amanda Bercey, a former InfuCare employee who is subject to, and allegedly violated, restrictive covenants relating to non-competition, non-solicitation, and confidentiality. (Id. ¶ 55.) Further, during Robin‘s ownership of Santa Rosa, and almost immediately after hiring Bercey, Santa Rosa became licensed to dispense
InfuCare asserts Robin knew or should have known that his conduct in aiding both Roy and Bercey to violate their contractual post-separation obligations to InfuCare and directing and/or assisting Santa Rosa to be licensed in New Jersey to compete with InfuCare would harm InfuCare, a New Jersey-based business. (Id. ¶ 57.) InfuCare alleges Robin has spoken to its employees repeatedly since InfuCare‘s purchase of Factor One, including speaking to Roy during his tenure as an officer and board member of InfuCare. (Id. ¶ 58.) InfuCare asserts Robin knew or should have known that InfuCare‘s principal place of business was in New Jersey. (Id. ¶ 59.) The SAVC asserts claims for tortious interference (Counts VIII, IX, XII) and civil conspiracy (Count XVI) against Robin. (Id. ¶¶ 278-96, 366-76.)
B. Facts from Roy‘s Amended Counterclaims
In 2004, Roy received his Doctor of Pharmacy from the University of the Sciences in Philadelphia. (ECF 216, Amended Counterclaims “ACC” ¶ 17.) After receiving his degree, he was required to take multiple exams before becoming licensed, including the North American Pharmacist Licensure Examination (NAPLEX) and the Multistate Pharmacy Jurisprudence Examination (MPJE). (Id. ¶ 18.) Roy has the following licenses and certifications: (a) Board Certified Patient Safety Officer by the International Board for Certification of Safety Managers; (b) Certified Geriatric Pharmacist by the Specialty Pharmacy Certification Board; and (c) Certified Specialty Pharmacist by the Specialty Pharmacy Certification Board. (Id. ¶ 19.) He is also a licensed pharmacist in twenty-two states. (Id.)
In 2014, Roy founded Factor One, and in 2017, Factor One bought Fast Access Specialty Therapeutics (“FAST”). (Id. ¶ 20.) Following the purchase of FAST, Roy became the Chief
Following the acquisition, Roy was hired as Vice President of Operations (Pharmacy) at InfuCare, but also had a role helping to oversee hemophilia sales and assist with other projects, including business development. (Id. ¶ 22.) His role as Vice President of Operations was limited to the prior Factor One locations, and Roy was not allowed to have any interaction with the prior InfuCare sites. (Id.) After his arrival at InfuCare, Roy expressed concern about certain business practices. (Id. ¶ 23.) InfuCare did not address Roy‘s concerns and instead, in November 2020, transferred Roy to a newly created role as Chief Business Development Officer. (Id.) Thereafter, Roy‘s job responsibilities were reduced. (Id.) Because he was not deemed a “team player,” Roy was never part of InfuCare‘s inner circle of executives, and he had very limited access to InfuCare‘s confidential information, beyond patient-related information. (Id. ¶ 24.)
Roy had several concerns about InfuCare‘s operations that ultimately led to his resignation on January 18, 2021. (Id. ¶ 29.) On March 15, 2021, Roy filed a lawsuit in the Superior Court of New Jersey, Essex County, Chancery Division, captioned Roy v. InfuCare RX Inc., et al., Docket No. ESX-C-0043-21, in which Roy sought books and records and the appointment of an independent, disinterested director to oversee an independent investigation of his concerns. (Id. ¶ 32.) On April 15, 2021, InfuCare agreed to a settlement, and the parties agreed to a complete separation (the “Separation”). (Id. ¶ 33.) As part of the agreed-upon Separation, the parties entered
To have an operating pharmacy, state boards of pharmacy require a pharmacy to name a pharmacist whose license is in good standing in that state as the pharmacist in charge (“PIC”). (Id. ¶ 12.) If the pharmacy does not have a PIC, it is unable to sell pharmaceutical products in a state requiring a PIC. (Id. ¶ 13.) Likewise, if the pharmacy does not identify a PIC with a governmental or commercial payor like Medicare or a private insurance company, the pharmacy cannot receive reimbursement from the governmental or commercial payor. (Id.) States require that pharmacies take certain steps when there is a change in designated PIC. (Id. ¶ 16.) When a PIC leaves a pharmacy, state boards of pharmacy may require the pharmacy to replace the PIC within a certain number of days. (Id. ¶ 40.)
Roy was listed as the PIC and/or specialty pharmacist for InfuCare with at least the following state boards of pharmacies, government payors, and/or commercial payors: Aetna Specialty Pharmacy, Alabama Board of Pharmacy, Alabama Medicaid, Arkansas Board of Pharmacy, CareFirst BlueCross BlueShield, CareSource Specialty Pharmacy, Centers for
Roy requested documentation from InfuCare regarding his removal as the PIC and/or specialty pharmacist with state boards of pharmacies, governmental payors, and/or commercial payors, including the date of his removal. (Id. ¶ 44.) As of April 28, 2023, the Tennessee Board of Pharmacy had not received notification from InfuCare of Roy‘s resignation, and he was still listed as InfuCare‘s PIC more than two years after the Separation. (Id. ¶ 45.) Plaintiff asserts that Tennessee law requires that a pharmacy notify the Tennessee Board of Pharmacy immediately of the resignation of its PIC by submitting a change of pharmacist form. (Id.) Roy did not learn of InfuCare‘s failure to remove him as its PIC with the Tennessee Board of Pharmacy until after the commencement of the instant litigation. (Id. ¶ 46.) Similarly, despite the Separation from InfuCare, the Guam Board of Pharmacy listed Roy as InfuCare‘s PIC through August 2021. (Id. ¶ 47.) The Guam Board of Pharmacy requires that a pharmacy notify the Guam Board of Pharmacy regarding the change of any PIC. (Id.) The Guam Board of Pharmacy is authorized to suspend, revoke, deny, or refuse to renew the license of any pharmacy that fails to comply with this notification requirement. (Id.) Roy did not learn of InfuCare‘s failure to timely remove him as its PIC with the
Upon information and belief, Roy alleges that InfuCare‘s failure to timely remove and/or ensure Roy‘s removal as PIC and/or specialty pharmacist was motivated, in whole or in part, by continuity in InfuCare‘s pharmaceutical operations so that it could continue to service patients, and in turn, generate profit. (Id. ¶ 51.) Plaintiff asserts that InfuCare‘s misuse of Roy‘s pharmacy license and PIC status following the Separation enabled InfuCare to continue to provide services to patients and bill governmental payors and commercial payors for drugs, products, and/or services without compliance with board of pharmacy regulations and without disclosure to the payors. (Id. ¶ 52.)
Roy asserts four counterclaims against InfuCare: breach of the Purchase Agreement (Count One); breach of the Separation Agreement (Count Two); breach of the implied covenant of good faith and fair dealing (Count Three); and unjust enrichment (Count Four).
II. LEGAL STANDARD
A. Motion to Dismiss for Lack of Personal Jurisdiction Pursuant to Rule 12(b)(2)
To survive a motion to dismiss for lack of personal jurisdiction under
Despite having all reasonable inferences drawn in its favor, the plaintiff cannot rely on the bare pleadings alone to defeat a defendant‘s
B. Motion to Dismiss Counterclaims Pursuant to Rule 12(b)(6)
“Courts use the same standard in ruling on a motion to dismiss a counterclaim under
On a
C. Motion to Strike Pursuant to Rule 12(f)
Pursuant to
III. ANALYSIS
A. Robin‘s Motion to Dismiss for Lack of Personal Jurisdiction
“[A] federal district court may assert personal jurisdiction over a nonresident of the state in which the court sits to the extent authorized by the law of that state[]” so long as the jurisdiction comports with the Due Process Clause of the Fourteenth Amendment. Marten v. Godwin, 499 F.3d 290, 296 (3d Cir. 2007) (internal quotation marks omitted). The inquiry involves a two-step process: first looking to the state requirements and then to the constitutional requirements. IMO Indus., Inc. v. Kiekart AG, 155 F.3d 254, 259 (3d Cir. 1998). In New Jersey, the first step collapses into the second because “New Jersey‘s long-arm statute provides for jurisdiction coextensive with the due process requirements of the United States Constitution.” Miller Yacht
“[T]he constitutional touchstone remains whether the defendant purposefully established ‘minimum contacts’ in the forum State.” Burger King, 471 U.S. at 474 (citing International Shoe, 326 U.S. at 316). A defendant must have “fair warning” that its conduct will subject it to the jurisdiction of a foreign court. Burger King, 471 U.S. at 472 (quoting Shaffer v. Heitner, 433 U.S. 186, 218 (1977) (Stevens, J., concurring)). A defendant‘s conduct and connection with the forum state must be such that the defendant “should reasonably anticipate being haled into court there.” World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980).
Once a plaintiff demonstrates a prima facie case of personal jurisdiction by establishing minimum contacts, the burden shifts to the defendant. In fact, once minimum contacts have been shown, jurisdiction is “presumptively constitutional.” O‘Connor v. Sandy Lane Hotel Co., Ltd., 496 F.3d 312, 324 (3d Cir. 2007). A defendant “must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.” Burger King, 471 U.S. at 477.
i. Specific Jurisdiction8
Defendant Robin argues the SAVC fails to establish that InfuCare‘s claims against him arise out of or relate to any contacts he had with New Jersey. (Robin MTD at 10.) InfuCare argues its allegations are sufficient to establish that Robin directed tortious activities at InfuCare in New Jersey such that this Court may exercise personal jurisdiction over him. (InfuCare Opp. at 7-12.)
“Specific” or “case-linked” jurisdiction depends on an affiliation between the forum state and the defendant‘s “suit-related conduct.” Walden v. Fiore, 571 U.S. 277, 284 (2014). “Specific
The Third Circuit has laid out a three-part test to determine whether specific jurisdiction exists as to a particular defendant. O‘Connor, 496 F.3d at 317. First, the defendant must have “purposefully directed [its] activities at the forum.” Id. (internal quotation marks omitted).9 The “purposefully directed” requirement is designed to prevent a person from being haled into a jurisdiction “solely as the result of random, fortuitous, or attenuated contacts” or due to the “unilateral activity of another party or third person[.]” Id. (internal quotation marks omitted) (citing Keeton, 465 U.S. at 774; World-Wide Volkswagen Corp., 444 U.S. at 299; Helicopteros, 466 U.S. at 417). “Second, the plaintiff‘s claims ‘must also arise out of or relate to the defendant‘s activities.” Danziger & De Llano, LLP v. Morgan Verkamp LLC, 948 F.3d 124, 129 (3d Cir. 2020) (quoting O‘Connor, 496 F.3d at 317); see also Helicopteros, 466 U.S. at 414. “And third, exercising personal jurisdiction must not ‘offend traditional notions of fair play and substantial justice.” Danziger, 948 F.3d at 130 (quoting O‘Connor, 496 F.3d at 317); see also International Shoe, 326 U.S. at 316.
First, the Court assesses whether Robin purposefully directed his activities at the forum, New Jersey. Upon information and belief, InfuCare asserts that Roy used Robin as a strawman
InfuCare further alleges Robin spoke to InfuCare‘s employees repeatedly after InfuCare‘s purchase of Factor One, including speaking to Roy during his tenure as an InfuCare officer and board member. (SAVC ¶ 58.) InfuCare does not specify the nature of these communications, explain whether these communications were initiated by Robin, note whether the communications were made in Robin‘s personal or corporate capacity, or indicate that these communications gave rise to the claims at issue here. Regardless, “[a]s a general rule, an individual whose contacts with the forum state are in his corporate capacity does not thereby become subject to jurisdiction in his individual capacity.” Ragner Tech. Corp. v. Berardi, 287 F. Supp. 3d 541, 552 (D.N.J. 2018) (quoting Collins v. James W. Turner Constr., Ltd., No. 16-2877, 2017 WL 210236, at *8 (D.N.J. Jan. 18, 2017) (citation omitted)). These general allegations about
In addition to the above-cited three-part test of specific jurisdiction, the Supreme Court has established a second analysis applicable to personal jurisdiction with respect to intentional tort claims.11 In Calder v. Jones, 465 U.S. 783 (1984), the Supreme Court outlined an “effects” test of specific jurisdiction that places emphasis upon the effects of a defendant‘s actions in the forum state. The Third Circuit determined that Calder permits a plaintiff to establish personal jurisdiction with respect to intentional torts if the following three elements are satisfied:
(1) The defendant committed an intentional tort;
(2) The plaintiff felt the brunt of the harm in the forum such that the forum can be said to be the focal point of the harm suffered by the plaintiff as a result of that tort; [and]
(3) The defendant expressly aimed his tortious conduct at the forum such that the forum can be said to be the focal point of the tortious activity.
Marten v. Godwin, 499 F.3d 290, 297 (3d Cir. 2007) (quoting IMO Indus. v. Kiekart AG, 155 F.3d 254, 265-66 (3d Cir. 1998) (footnote omitted)). If a plaintiff satisfies these three elements, known as the “effects test,” a plaintiff can demonstrate a court‘s jurisdiction over a defendant even when a defendant‘s “contacts with the forum alone . . . are far too small to comport with the requirements of due process” under the traditional analysis. Marten, 499 F.3d at 297 (quoting Imo Indus., Inc., 155 F.3d at 259). Only if the “expressly aimed” element of the effects test is met
“To establish that the defendant ‘expressly aimed’ his conduct, the plaintiff has to demonstrate ‘the defendant knew that the plaintiff would suffer the brunt of the harm caused by the tortious conduct in the forum, and point to specific activity indicating that the defendant expressly aimed its tortious conduct at the forum.” Marten, 499 F.3d at 297-98 (quoting Imo Indus., Inc., 155 F.3d at 266). If a plaintiff fails to show a defendant manifested behavior intentionally targeted at and focused on the forum, a plaintiff fails to establish jurisdiction under the Calder effects test. Marten, 499 F.3d at 298 (citing Imo Indus., Inc., 155 F.3d at 265 (quoting ESAB Group Inc. v. Centricut, Inc., 126 F.3d 617, 625 (4th Cir. 1997))).
Here, InfuCare asserts “Robin knew or should have known that his tortious conduct in aiding both Roy and Bercey to violate their contractual post-separation obligations to InfuCare, direct and/or assist Santa Rosa in license itself in New Jersey to compete with InfuCare in New Jersey in violation of Bercey/Roy‘s covenants, would harm InfuCare, a New Jersey-based business.” (SAVC ¶ 57.) InfuCare asserts Robin knew or should have known that InfuCare‘s principal place of business was in New Jersey. (Id. ¶ 59.) However, elsewhere in the SAVC, InfuCare asserts that Santa Rosa, not Robin, hired Amanda Bercey, a former InfuCare employee. (Id. ¶ 55.) InfuCare also alleges that during Robin‘s ownership of Santa Rosa, Santa Rosa became licensed to dispense medication in the state of New Jersey. (Id.) InfuCare fails to sufficiently allege that Robin expressly aimed tortious conduct at New Jersey. See Remick v. Manfredy, 238 F.3d 248, 258 (3d Cir. 2001) (“[S]imply asserting that the defendant knew that the plaintiff‘s principal place of business was located in the forum would be insufficient in itself . . . . The defendant must manifest behavior intentionally targeted at and focused on the forum for Calder
Robin‘s motion to dismiss for lack of personal jurisdiction is GRANTED.
B. InfuCare‘s Motion to Dismiss Roy‘s Counterclaims
a. Breach of Contract (Counts One and Two)
In his Amended Counterclaims, Roy asserts two claims for breach of contract against InfuCare. In Count One, Roy alleges that InfuCare‘s failure to remove him as the PIC or specialty pharmacist for certain pharmacies was a breach of the Purchase Agreement. (ACC ¶¶ 55-63.) In Count Two, Roy alleges that InfuCare‘s failure to remove him as the PIC or specialty pharmacist for certain pharmacies was a breach of the Separation Agreement. (Id. ¶¶ 64-71.) Roy alleges that
As part of the separation, InfuCare either expressly or at least implicitly represented and agreed that following the execution of the Separation Agreement and Purchase Agreement, it would advise all state boards of pharmacy as well as all Federal, State, governmental and commercial payors of Dr. Roy‘s departure from InfuCare and remove him as InfuCare‘s Pharmacist in Charge (“PIC“) and/or specialty pharmacist. It further either expressly or at least implicitly agreed it would ensure his removal as PIC and/or specialty pharmacist with all boards of pharmacy as well as all governmental and commercial payors following entry of these agreements.
(Id. ¶ 5 (emphasis added).) InfuCare argues both breach of contract claims must be dismissed because no provision in the Separation Agreement or Purchase Agreement required InfuCare to timely remove Roy as the PIC or specialty pharmacist, and the Agreements are fully integrated, such that Roy cannot rely upon any statements that implied InfuCare would remove him as the PIC or specialty pharmacist. (InfuCare Br. at 11-17.)
To state a breach of contract claim under New Jersey law, a party must allege (1) a contract between the parties; (2) a breach of that contract; (3) damages flowing therefrom; and (4) that the party stating the claim performed its own contractual obligations. Frederico v. Home Depot, 507 F.3d 188, 203 (3d Cir. 2007). The party bringing the claim “must also specifically identify the
Although Roy asserts that InfuCare may otherwise have implied that it would remove him as PIC or specialty pharmacist, both the Separation Agreement and Purchase Agreement are fully integrated contracts. The Separation Agreement provides,
The Employee acknowledges that in deciding to sign this Agreement he has not relied on any promises, statements, representations or commitments, whether spoken or in writing, made to them by any Company representative, except for what is expressly stated in this Agreement. This Agreement constitutes the entire understanding and agreement between the Employee and the Company, whether spoken or written, relating to the matters described herein.
(ECF 175, Ex. C § 7.) Moreover, the Purchase Agreement provides: “This Agreement, including its recitals, represents the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous understandings or agreements among the Parties, whether written or oral, with respect to the same or similar matters.” (ECF 175, Ex. D § 11.11.) “Under the New Jersey parol evidence rule, ‘[w]hen two parties have made a contract and have expressed it in a writing to which they have both assented
b. Breach of the Implied Covenant of Good Faith and Fair Dealing (Count Three)
In Count Three, Roy asserts that the Separation Agreement and Purchase Agreement contain an implied covenant of good faith and fair dealing that required InfuCare “to take immediate steps following the Separation to ensure and confirm that Dr. Roy was removed as InfuCare‘s PIC and/or specialty pharmacist with all state boards of pharmacy as well as all governmental and commercial payors.” (ACC ¶ 75.) Roy alleges InfuCare‘s failure to do so violated the implied covenant of good faith and fair dealing and deprived him of his reasonable expectations and benefits under the Separation Agreement and Purchase Agreement. (Id. ¶¶ 76-77.) InfuCare argues that Roy fails to meet any of the elements required of a good faith and fair dealing claim. (InfuCare Br. at 18-20.)
“Under New Jersey law, every contract has an implied covenant of good faith and fair dealing.” Scagnelli v. Schiavone, 538 F. App‘x 192, 194 (3d Cir. 2013) (citing Wilson, et al. v. Amerada Hess Corp., et al., 773 A.2d 1121, 1126-27 (N.J. 2001)). A claim for breach of the
(1) to allow the inclusion of additional terms and conditions not expressly set forth in the contract, but consistent with the parties contractual expectations; (2) to allow redress for a contracting party‘s bad-faith performance of an agreement, when it is a pretext for the exercise of a contractual right to terminate, even where the defendant has not breached any express term; and (3) to rectify a party‘s unfair exercise of discretion regarding its contract performance.
Ohm Sys., Inc. v. Senergene Sols., LLC, No. 23-1340, 2023 U.S. Dist. LEXIS 216317, at *6-7 (D.N.J. Dec. 5, 2023) (quoting Barrows v. Chase Manhattan Mortg. Corp., 465 F. Supp. 2d 347, 365 (D.N.J. 2006) (citing Seidenberg v. Summit Bank, 791 A.2d 1068, 1077 (N.J. 2002))). Here, as required under
c. Unjust Enrichment (Count Four)
In Count Four, Roy alleges that “InfuCare‘s failure to remove and/or ensure the removal of Roy as the company‘s PIC and/or specialty pharmacist has resulted in an economic benefit being conferred upon InfuCare to which it was not entitled.” (ACC ¶ 82.) Roy alleges that once he
“To establish a claim of unjust enrichment in New Jersey, ‘a plaintiff must show both that defendant received a benefit and that retention of that benefit without payment would be unjust.” Iliadis v. Wal-Mart Stores, Inc., 922 A.2d 710, 723 (N.J. 2007) (quoting VRG Corp. v. GKN Realty Corp., 641 A.2d 519, 526 (N.J. 1994)). For this claim, a plaintiff must “show that it expected remuneration from the defendant at the time it performed or conferred a benefit on defendant and that the failure of remuneration enriched defendant beyond its contractual rights.” Hughes v. Panasonic Consumer Elecs. Co., No. 10-846, 2011 WL 2976839, at *26 (D.N.J. July 21, 2011); Castro v. NYT Television, 851 A.2d 88, 98 (N.J. Super. Ct. App. Div. 2004) (“liability will be imposed only if ‘plaintiff expected remuneration from the defendant, or if the true facts were known to plaintiff, he would have expected remuneration from defendant, at the time the benefit was conferred.” (citation omitted)).
In addition, “a claim for unjust enrichment requires a direct relationship between the parties.” Hammer v. Vital Pharms., Inc., No. 11-4124, 2012 WL 1018842, at *10 (D.N.J. Mar. 26, 2012); Bedi v. BMW of N. Am., LLC, No. 15-1898, 2016 WL 324950, at *5 (D.N.J. Jan. 27, 2016) (“[T]here must be a direct relationship to assert an unjust enrichment claim.”). “[I]t is the plaintiff‘s (as opposed to a third party‘s) conferral of a benefit on defendant which forms the basis of an unjust enrichment claim.” Eli Lilly & Co. v. Roussel Corp., 23 F. Supp. 2d 460, 496 (D.N.J. 1998).
C. InfuCare‘s Motion to Strike Roy‘s Counterclaims
Pursuant to
IV. CONCLUSION
For the reasons set forth above, Robin‘s motion to dismiss (ECF 186) is GRANTED. InfuCare‘s motion to dismiss (ECF 227) is GRANTED in part and DENIED in part. Counts One, Two, and Three of Roy‘s Amended Counterclaims are DISMISSED without prejudice. InfuCare‘s alternative motion to strike (ECF 227) is GRANTED as to counterclaims paragraph 28 and paragraphs 37 through 39 but is DENIED as to the remaining paragraphs. An appropriate order follows.
/s/ Jamel K. Semper
HON. JAMEL K. SEMPER
United States District Judge
Orig: Clerk
cc: Cathy L. Waldor, U.S.M.J.
Parties