United States District Court, W.D. Oklahoma
SYSINFORMATION HEALTHCARE, SERVICES, LLC d/b/a EQUALIZER CM SERVICES, Plaintiff,
PAULS VALLEY HOSPITAL AUTHORITY, d/b/a PAULS VALLEY GENERAL HOSPITAL, Defendant.
L. PALK, UNITED STATES DISTRICT JUDGE
the Court are the following motions: (1) Plaintiff's
Motion to Dismiss First Amended Counterclaim and Brief in
Support [Doc. No. 41]; (2) Defendant's Motion for Partial
Summary Judgment [Doc. No. 42]; and (3) Defendant's
Alternative Motion to Dismiss for Failure to Join an
Indispensable Party [Doc. No. 44]. The motions are fully
briefed and ready for determination.
alleges in this action that Defendant has breached the terms
of a promissory note (Note) and a termination agreement
(Termination Agreement). Defendant has filed a counterclaim
for negligence and breach of contract alleging Plaintiff has
breached the terms of a Master Services Agreement (MSA) and
failed to adequately perform its obligations under the MSA.
Defendant further seeks a “determination of security
interest” and alleges by the filing of an amended
complaint in this action, Plaintiff has waived any security
interest in defendant's property.
about November 18, 2013, the parties entered into the MSA.
Plaintiff alleges Defendant breached the MSA by failing to
timely make payments due thereunder and by prematurely
engaging a new vendor contrary to the provisions of the MSA
designating Plaintiff as the exclusive billing and
collections servicer. Thereafter, on April 11, 2017, the
parties entered into a Termination Agreement which terminated
the MSA effective November 18, 2016. Under the terms of the
Termination Agreement, Defendant admitted that it owed $336,
145.91 to Plaintiff under the MSA and agreed to pay that
amount. The parties also executed a Promissory Note in the
principal amount of $336, 145.91. Plaintiff has sued
Defendant for breach of the Termination Agreement and the
Promissory Note. Defendant has filed a First Amended
Counterclaim [Doc. No. 39] against Plaintiff. Defendant
brings counterclaims for: (1) breach of contract; (2)
negligence; and (3) determination of security interest.
moves to dismiss Defendant's counterclaims. Conversely,
Defendant moves for partial summary judgment in its favor on
its counterclaim for determination of security interest. In
the alternative, Defendant moves for dismissal of the First
Amended Complaint for failure to join certain creditors of
Defendant as indispensable parties.
avoid a dismissal for failure to state a claim, a complaint
must set out factual allegations that “raise a right to
relief above the speculative level.” Bell Atlantic
Corp. v. Twombly, 550 U.S. 544, 555 (2007). The court
accepts the well-pleaded allegations in the complaint as true
and construes them in the light most favorable to the
plaintiff. Id. “[W]hen the allegations in a
complaint, however, true, could not raise a [plausible] claim
of entitlement to relief, ” the matter should be
dismissed. Id. at 558. A court need not accept
“[t]hreadbare recitals of the elements of a cause of
action supported by mere conclusory statements.”
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
“[T]o state a claim in federal court, a complaint must
explain what each defendant did to him or her; when the
defendant did it; how the defendant's actions harmed him
or her; and what specific legal right the plaintiff believes
the defendant violated.” Nasious v. Two Unknown
B.I.C.E. Agents, 492 F.3d 1158, 1163 (10th Cir. 2007).
The ultimate duty of the court is to “determine whether
the complaint sufficiently alleges facts supporting all the
elements necessary to establish an entitlement to relief
under the legal theory proposed.” Forest Guardians
v. Forsgren, 478 F.3d 1149, 1160 (10th Cir. 2007).
Dismissal of Defendant's First Amended
Breach of Contract
alleges Plaintiff breached the MSA by: (1) allowing time
limits for filing claims to pass without having properly
filed claims with third parties; (2) improper posting of
payments; (3) failure to adjust accounts as required by
applicable regulations and/or contract with third-party
payors; (4) failure to identify, process and refile claims
which were rejected for insufficient information and other
problems that could have been cured; (5) failure to identify
and attempt to collect remaining account balances after all
funds due from third-party payors have been collected.
See id., at 1-2. Defendant seeks damages in an
unspecified amount, but in excess of $75, 000.
argues Defendant's allegations are deficient and fail to
provide Plaintiff with fair notice of the claim brought
against it. As Plaintiff points out, “[t]here are no
allegations of when, how, or under what circumstances the
alleged breaches occurred.” Pl.'s Mot. at 7. The
Court agrees. Defendant's allegations are overly vague
and fail to put Plaintiff on notice of the scope of the
breach of contract claim brought against it or the resulting
damages. Dismissal of the claims is proper on this basis.
Court further finds any amendment would be
futile. As Plaintiff further argues, the
Termination Agreement includes a release which bars any
breach of contract claims Defendant purports to bring under
the MSA. The release includes broad language and each party
agrees to release the other from “all claims”
that “relat[e] to arise[e] from, or in any way
concern” the MSA. See Termination Agreement,
[Doc. No. 1-1], ¶ 4. The release further provides,
however, that it does not prevent “any counterclaim
[Defendant] may assert in response to any claim or cause of
action initiated by [Plaintiff] . . . .” Id.
The Termination Agreement further provides that the parties
agrees to “refrain from directly or indirectly
asserting any claim or demand . . . based upon or arising out
of any released claim” but that the parties are not
precluded from “enforc[ing] performance under th[e]
[Termination] Agreement. . . .” Id., ¶ 5.
Court finds the release bars Defendant's counterclaim for
breach of contract. The counterclaim specifically alleges
breach of the MSA and Defendant released such claims under
the Termination Agreement. Defendant excerpts portions of the
release to contend it reserved its rights to bring the breach
of contract claim, but when the Termination Agreement is read
in its entirety, ...