Bayit Care Corp. v. Tender Loving Care Health Care Services of Nassau Suffolk, LLC

843 F. Supp. 2d 381, 2012 WL 517057, 2012 U.S. Dist. LEXIS 20471
CourtDistrict Court, E.D. New York
DecidedFebruary 17, 2012
DocketNos. 11-CV-3929 (DRH)(ARL), 11-CV-5600 (DRH)(ARL)
StatusPublished
Cited by3 cases

This text of 843 F. Supp. 2d 381 (Bayit Care Corp. v. Tender Loving Care Health Care Services of Nassau Suffolk, LLC) is published on Counsel Stack Legal Research, covering District Court, E.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bayit Care Corp. v. Tender Loving Care Health Care Services of Nassau Suffolk, LLC, 843 F. Supp. 2d 381, 2012 WL 517057, 2012 U.S. Dist. LEXIS 20471 (E.D.N.Y. 2012).

Opinion

MEMORANDUM & ORDER

HURLEY, Senior District Judge:

Plaintiff Bayit Care Corp. (“plaintiff’ or “Bayit”) commenced this diversity action against defendant Tender Loving Care Health Care Services of Nassau Suffolk, LLC (“defendant” or “Tender Loving”) asserting three causes of action for breach of contract based upon defendant’s alleged breach of the parties’ franchise agreement. In its Fourth Cause of Action, Bayit seeks damages for Tender Loving’s alleged failure to provide Bayit with certain disclosure documentation as required by New York General Business Law § 683. Presently before the Court is Tender Loving’s motion pursuant to Federal Rule of Civil Procedure 12(b)(6) to dismiss Bayit’s Fourth Cause of Action as time-barred.1 For the reasons discussed below, Tender Loving’s motion is granted.

BACKGROUND

The following factual recitation is drawn from the allegations contained in the Complaint as well as documents referenced therein, which are integral to Bayit’s allegations.2

J. The Parties

Bayit is a New York corporation with its principal place of business in Huntington, New York. (Compl. ¶ 1.) On or about April 1. 1992, Bayit entered into a franchise agreement (“Franchise Agreement”) with Staff Builders International, Inc. (“Staff Builders”). On or about February 14, 2005, defendant succeeded to the interests of Staff Builders; the two merged and Tender Loving is the surviving entity.3 (Id. ¶ 3.) Pursuant to the Franchise Agree[383]*383ment, Bayit was granted the right to operate a franchised health center and to offer health care personnel services, programs, products, and activities. (Id. ¶ 6.) At the outset of their relationship, the parties recognized that “due to changes in competitive circumstances ... [Tender Loving] must not remain static.” (Id. ¶ 8.) Accordingly, the parties agreed that Tender Loving may modify its practices or services, and Bayit would abide by those modifications to the extent that they did not “unreasonably and materially increase [Bay-it’s] obligations” under the Franchise Agreement. (Id.)

II. The Management Fee Amendments

On November 4, 2004, the parties entered into a management fee amendment to the Franchise Agreement, which was effective February 14, 2005.4 (Id. ¶ 9). The parties entered into four subsequent management fee amendments for each of the years between 2006 and 2009. (Id. ¶ 10) The sixth management fee amendment (“Sixth Fee Amendment”) was executed on June 14, 2010. According to Bayit, the Sixth Fee Amendment “fundamentally altered the financial structure” of the Franchise Agreement, and “created a completely different contractual relationship between the parties, which was tantamount to an offer of a new franchise.” (Id.)

III. The Complaint

In its first three causes of action, Bayit asserts that Tender Loving committed various breaches of the Franchise Agreement. (Id. ¶¶ 18-20.) In the Fourth Cause of Action, which is at issue in the present motion, Bayit alleges that Tender Loving violated New York’s Franchise Sales Act, N.Y. General Business Law § 680 et. seq. (“FSA”), by failing to provide Bayit with a “Franchise Disclosure Document” or “Uniform Franchise Offering Circular” prior to entering into the Sixth Fee Amendment. (Compl. ¶ 32.)

DISCUSSION

I. Legal Standard

Federal Rule of Civil Procedure 8(a)(2) provides that a pleading shall contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” The Supreme Court has recently clarified the pleading standard applicable in evaluating a motion to dismiss under Rule 12(b)(6).

First, in Bell Atl. Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007), the Court disavowed the well-known statement in Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957) that “a complaint should not be dismissed for failure to state a claim unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief.” See Twombly, 550 U.S. at 561, 127 S.Ct. 1955 (quoting Conley, 355 U.S. at 45-46, 78 S.Ct. 99). Instead, to survive a motion to dismiss under Twombly, a plaintiff must allege “enough facts to state a claim to relief that is plausible on its face.” Id. at 570, 127 S.Ct. 1955.

While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a plaintiffs obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic [384]*384recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level, on the assumption that all the allegations in the complaint are true (even if doubtful in fact).

Id. at 555, 127 S.Ct. 1955 (citations and internal quotation marks omitted).

More recently, in Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009), the Supreme Court provided further guidance, setting forth a two-pronged approach for courts deciding a motion to dismiss. First, a court should “begin by identifying pleadings that, because they are no more than conclusions, are not entitled to the assumption of truth.” Iqbal, 129 S.Ct. at 1950. “While legal conclusions can provide the framework of a complaint, they must be supported by factual assumptions.” Id. Thus, “[tjhreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. at 1949 (citing Twombly, 550 U.S. at 555, 127 S.Ct. 1955).

Second, “[w]hen there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.” Id. at 1950. The Court defined plausibility as follows: Id. at 1949 (quoting Twombly, 550 U.S. at 556-57, 127 S.Ct. 1955) (internal citations omitted); see also Ortiz v. City of New York, 755 F.Supp.2d 399, 401 (E.D.N.Y.2010) (“[A] complaint must contain factual allegations to support the legal conclusions and the factual allegations must plausibly give rise to an entitlement of relief.”) (internal quotation marks omitted).

A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a “probability requirement,” but it asks for more than a sheer possibility that a defendant has acted unlawfully.

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Bluebook (online)
843 F. Supp. 2d 381, 2012 WL 517057, 2012 U.S. Dist. LEXIS 20471, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bayit-care-corp-v-tender-loving-care-health-care-services-of-nassau-nyed-2012.