Boissonneault v. Delaware Podiatric Medicine, P.A.

• Court: Superior Court of Delaware
• Decided: December 9, 2024
• Docket: N24C-08-300 DJB
• Status: Published

Opinion

IN THE SUPERIOR COURT OF DELAWARE

MARK BOISSONNEAULT, ) Plaintiff, ) ) v. ) Civ. Act. No. N24C-08-300 DJB ) DELAWARE PODIATRIC ) MEDICINE, P.A., ) Defendant. )

Date Submitted: November 20, 2024 Date Decided: December 9, 2024

Memorandum Opinion

On Defendant’s Motion to Dismiss – DENIED in part, GRANTED in part

Tara D. McManamy, Esquire, Margolis Edelstein, Wilmington, Delaware, attorney for Plaintiff

Mark A. Denney, Esquire, Baird, Mandalas, Brockestedt & Federico, LLC, attorney for Defendant

BRENNAN, J. This breach of contract action arises from an employment agreement

(“Agreement”) between Plaintiff Mark Boissonneault and Defendant Delaware

Podiatric Medicine, P. A. (hereinafter “DPM”). Following a year of employment at

DPM, Plaintiff was terminated. In his Complaint, Count I alleges breach of contract;

Count II alleges a cause of action under the theory of quantum meruit. Defendant

moved pursuant to Superior Court Civil Rule 12(b)(6) for dismissal, arguing Plaintiff

has failed to plea a claim upon which relief can be granted. Because Count I sets

forth the requisite elements of breach of contract under Delaware’s notice pleading

standard, this claim survives. With respect to Court I, Defendant’s motion is

DENIED. However, because in this factual scenario Plaintiff cannot simultaneously

plead both a cause of action for breach of contract and quantum meruit, Count II is

dismissed and Defendant’s motion is GRANTED.

I. FACTS1

The parties entered into the Agreement “on or around January 6, 2023.”2 Per

the Agreement, Plaintiff began working as a podiatrist at DPM on July 10, 2023.3

The Agreement provided Plaintiff employment at DPM for a period of three years.

1 The facts that form the basis of this Opinion are gleamed from the Complaint and all well-pleaded allegations are accepted as true, given the standard of review for a motion to dismiss. Vinton v. Grayson, 189 A.3d 695, 700 (Del. Super. 2018). 2 Plaintiff’s Complaint (“Complaint”) at ¶ 13, D.I. 1. 3 Id. at ¶¶6-10. Plaintiff’s employment could only be terminated by DPM prior to the end of that

term for the following reasons:

(1) [m]utual agreement of Employer and Employee; (2) Employee’s death; (3) Employee’s ‘permanent disability;’ (4) Employee’s retirement; (5) Employer’s discharge of Employee for ‘Due Cause;’ or (6) Employer’s ceas[ing] to conduct business for any reason.4

The Agreement defines “Due Cause” as any of the following:

(1) “a material breach of any Employee’s obligations; (2) willful or gross negligent or willful or gross misconduct resulting in harm to a patient and/or Employer; (3) Employee’s conviction of a ‘felony or any crime or offense involving dishonesty or moral turpitude;’ (4) ‘the loss, suspension, or withdrawal of Employee’s license to dispense or prescribe narcotic drugs in Delaware;’ (5) ‘the loss, suspension, or withdrawal of Employee’s license to practice podiatric medicine in Delaware;’ or (6) ‘the loss, suspension, or withdrawal of Employee’s rights to participate in Medicare.’5

Per the Agreement, DPM was to pay Plaintiff a gross annual salary of

$135,000.6 The Agreement additionally provided Plaintiff with an incentive, or

bonus, if DPM received renumeration from Plaintiff’s clients in excess of $270,000

in one year.7 In that event, Plaintiff’s bonus would equal 35% of any amount

received more than $270,000.8 If terminating an employee for due cause, the

4 Id., at ¶¶ 13, 15; Exhibit A, Section 15. 5 Id., at ¶16; Exhibit A, Section 15. 6 Id., at ¶ 19; Exhibit A, Section 8. 7 Id., at ¶ 20; Exhibit A, Section 10. 8 Id. Agreement required DPM to provide written notice to “specify the act or acts” giving

rise to termination.9

Plaintiff was terminated after almost one year of employment with DPM.10

DPM delivered a termination letter to Plaintiff, which read:

This letter shall serve as a termination notice pursuant to your Employment Agreement with Delaware Podiatric Medicine, P.A., dated January 5, 2023. Pursuant to the terms of [the Agreement] as well as this termination letter, we are allowing you sixty (60) days notice to effectively seek new employment. As such, July 29, 2024 [sic] will be your last day of work for this practice. These conditions are subject to and binding by all of the terms of the Employment Agreement including continued patient case, confidentiality of records and, inter alia, return of all property owned by Delaware Podiatric Medicine.11

Plaintiff was given verbal explanation for his termination: that his employment

“did not work out” because “sometimes it is just not a good fit.”12

Plaintiff’s Complaint alleges DPM failed “to articulate which of the six

specified circumstances set out in Section 15 of the Employment Contract”

constituted cause for termination.13 Plaintiff alleges DPM does not have sufficient

due cause and avers he sent a demand letter to DPM on July 3, 2024 seeking an

9 Id., at ¶ 17-8. 10 Id., at ¶ 33. 11 Id., at ¶ 33, 35; Exhibit D. 12 Id. 13 Id., at ¶ 37. explanation.14 Instead of replying to the demand letter, DPM immediately

terminated Plaintiff before the sixty day time period ended.15

Plaintiff’s breach of contract claim alleges a breach in two manners: that DPM

terminated the contract early in violation of the Agreement and that Plaintiff is still

owed $68,635.76 from DPM upon termination in the form of incentives, or bonus

pay, withheld.16 In total, Plaintiff seeks $271,135.76, plus attorney fees, costs and

interest which Plaintiff alleges reflects both the incentives owed and his remaining

salary.

II. PROCEDURAL HISTORY

In lieu of an Answer, DPM filed the instant motion to dismiss pursuant to

Superior Court Civil Rule 12(b)(6) on September 26, 2024.17 Plaintiff responded in

opposition on October 16, 2024. Defendant’s Reply was filed October 21, 2024.

Oral argument was held on November 20, 2024. This is the Court’s decision.

III. STANDARD OF REVIEW

Under Superior Court Civil Rule 12(b)(6), the court must decide whether there

are any reasonably conceivable set of circumstances, susceptible of proof, upon

14 Id., at ¶ 38-9. 15 Id., at ¶ 40. 16 Id., at ¶¶ 41, 46-47. 17 D.I. 5. which a plaintiff may recover.18 Pursuant to Rule12 (b)(6), the Court will accept all

well pleaded factual allegations as true, accept even vague allegations as “well

pleaded” if they give the opposing party notice of the claim, and draw all reasonable

inferences in favor of the non-moving party. The Court will not dismiss the claims

unless the plaintiff would not be entitled to recover under any reasonably

conceivable set of circumstances.19 While the Court cannot accept unsupported,

conclusory allegations or draw unreasonable inferences in favor of the non-moving

party,20 “if any reasonable conception can be formulated to allow Plaintiffs’ recovery,

the motion must be denied.”21

IV. ANALYSIS

DPM alleges Plaintiff’s breach of contract claim should be dismissed for

failure to establish the requisite elements, specifically damages.22 DPM submits the

Complaint fails to set forth how the incentive and compensation provisions of the

Agreement were violated, as Plaintiff “does not allege how or when the [$270,000]

18 Vinton v. Grayson, 189 A.3d 695, 700 (Del. Super. 2018) (quoting Super. Ct. Civ. R. 12(b)(6)). 19 Id. (quoting Central Mortgage Co. v. Morgan Stanley Mortg. Capital Holdings LLC, 27 A.3d 531, 535 (Del. 2011)). 20 Intermec IP Corp. v. TransCore, LP, 2021 WL 3620435, at *11 (Del. Super. Ct. Aug. 16, 2021) (citing Prince v. E.I. DuPont de Nemours & Co., 26 A.3d 162, 166 (Del. 2011), overruled on other grounds by Ramsey v. Ga. S. Univ. Advanced Dev. Ctr., 189 A.3d 1255, 1277 (Del. 2018)). 21 Vinton, 189 A.3d at 700 (citing Cent. Mortg. Co., 27 A.3d at 535). 22 Mtn to Dismiss the Compl., at ¶ 9; D.I. 5. threshold was ever reached.”23 Further, DPM highlights the inconsistencies in the

Complaint for bringing actions both in breach of contract and quantum meruit.24

Defendant submits that Plaintiff has failed to plead damages resulting from his

termination, thus failing to plead a required element of breach of contract.25 Finally,

Defendant argues the quantum meruit claim fails because it relies on obligations

pursuant to the Agreement, which Plaintiff fails to show applies.26

Plaintiff’s opposition is based upon the premise that under Delaware’s notice

pleading standards, the Complaint sets forth sufficient information for which DPM

can form a defense. Plaintiff argues any specific details missing from the Complaint

are matters for discovery and future motion practice. Plaintiff further suggests that

Defendant “fails to address the most significant breach in this matter – Plaintiff was

prematurely terminated from his employment.”27 Plaintiff submits the Complaint

adequately informs the basis of the breach of contract claim regarding Plaintiff’s

termination and that Defendant’s motion itself demonstrates a detailed

understanding of “the crux of [the bonus payment] argument of Plaintiff’s claim.”28

While Plaintiff acknowledges he cannot simultaneously bring a breach of contract

23 Id. 24 Id., at ¶ 10 (emphasis added). 25 Defendant’s Reply in Support of its Mtn. to Dismiss, at ¶ 3; D.I. 9. 26 Id., at ¶ 6. 27 Plaintiff’s Opp.to Defendant’s Mtn. to Dismiss, at ¶ 10; D.I. 8. 28 Id. and quantum meruit action, he defends Count II arguing it was brought in the

alternative.29

A. Breach of Contract

Under Delaware’s notice pleading standard, a plaintiff’s complaint must plead

a “short and plain statement of the claim showing that the pleader is entitled to

relief.”30 A complaint alleging breach of contract must show the existence of a

contract, allege a breach of that contract, and damages resulting from the alleged

breach.31 A plaintiff is not required to plead evidence demonstrating the requisite

elements.32 A complaint is sufficient so long as the short and plain statement gives

Defendant fair notice of the claim.33 With proper notice of the allegations, the

burden shifts to a defendant to determine details of the cause of action through

discovery; a plaintiff is only required to “allege facts that, if true, state a claim upon

which relief can be granted.”34

A breach of contract claim survives a motion to dismiss unless “it appears

with reasonable certainty that the plaintiff cannot prevail on any set of facts which

29 Id., at ¶ 13. 30 VLIW Technology, LLC v. Hewlett-Packord Co., 840 A.2d 606, 611 (Del. 2003). 31 GMG Capital Invs., LLC v. Athenian Venture Partners I. L.P., 36 A.3d 776, 779 (Del. 2012). 32 VLIW, 840 A.2d, at 611. 33 Id. 34 Id. might be proven to support the allegations in the complaint.”35 Delaware applies a

conceivability, rather than plausibility, standard when determining whether a

complaint is properly plead. 36 A complaint conceivably pleads breach of contract

when alleging specific contractual obligations of the defendant, describes how

defendant’s conduct constituted a breach of those obligations, and articulates

damages resulting from the breach.37

Plaintiff’s Complaint meets the low threshold requirement to survive a motion

to dismiss as the elements of a breach of contract claim are conceivably pled.38 The

Complaint references and attaches the Agreement to establish the existence of a

contract.39 Citing the Agreement, the Complaint delineates how the Agreement

could be contractually terminated, and alleges Plaintiff’s termination was without

due cause.40 Finally, the Complaint alleges that “as a result of DPM’s breach,

Plaintiff has and will sustain financial harm associated with the remainder of the

35 Id., at 615; see also Cent. Mortg. Co., 27 A.3d at 536 (noting that breach of contract claims “may, as a factual matter, ultimately prove impossible for the plaintiff to prove […] at a later stage of a proceeding, but that is not the test to survive a motion to dismiss”). 36 Cent. Mortg. Co., 27 A.3d at 537-8 (holding that a breach of contract complaint provided fair notice to defendant because “the Complaint also alleges, and it bears notation, that on 47 separate occasions, [Defendant] in fact repurchased loans,” which properly identifies the alleged breach under the Agreement). 37 VLIW, 840 A.2d, at 612-3. 38 Cent. Mortg. Co., 27 A.3d at 540 (explaining “[Plaintiff’s] pleadings regarding notice satisfy the minimal standards requirement at this early state of litigation”). 39 Compl. at ¶ 11; D.I. 1. 40 Id., at ¶ 15-6. Employment Contract’s term.”41 Plaintiff further specifies that financial harm

resulting from the termination includes the owed compensation from the bonus

payment structure within the Agreement.42

The Complaint does allege facts regarding Plaintiff’s notice of a discrepancy

in the earned monthly bonus payments. The Complaint details how this was

discovered – following an incident regarding a needle stick injury in the course of

his employment – and alleges facts surrounding his conversation with Dr. Hanlon at

DPM in relation to his bonus claim.43 Under Delaware’s notice pleading standard,

this is sufficient at this stage in the proceedings.

DPM is correct that the Complaint does not specifically detail how Plaintiff’s

bonus and incentive pay was triggered. However the Complaint puts Defendant on

sufficient notice of the breach of contract claim and it is Plaintiff’s burden to

ultimately establish this allegation in the discovery practice. If they do not, this is

an issue that can be raised in a motion for summary judgment following the close of

discovery. Therefore, Plaintiff’s Complaint has conceivably pled the requisite

elements such that Defendant’s Motion to Dismiss is DENIED.

41 Id., at ¶ 15. 42 Plaintiff’s Opp. at ¶ 10; D.I. 8. 43 Compl., at ¶ 26-29; D.I. 1. B. Quantum Meruit

Quantum meruit claims allow for a restitutionary theory of recovery available

in quasi-contract relationships.44 A Quasi-contract is “one where the law will infer

the existence of a contractual relationship without regard to the actual intention of

the parties.”45 To properly plead quantum meruit, Plaintiff must show that services

were performed under circumstances that should have put Defendant on notice that

the performing party expected to receive a benefit in return.46 Because quantum

meruit is a quasi-contract theory, such a claim will only succeed in the absence of an

express contract, “if it is determined that the relationship of the parties and the

services involved in this claim are the subject of an express contract, the terms of

that contract control and there is no occasion to pursue the theory of quantum

meruit.”47

Plaintiff concedes that the quantum meruit claim is an alternative pleading if

the Agreement is found inapplicable.48 Even if Plaintiff conceivably plead a quasi-

44 Middle States Drywall, Inc. v. DMS Properties-First, Inc., et. al., 1996 WL 453418, at *10 (Del. Super.). 45 LCT Capital, LLC v. NGL Energy Partners LP, 2022 WL 17851423, at *4 (Del. Super.). 46 State ex rel. Structa-Bond, Inc. v. Mumford & Miller Concrete, Inc., 2002 WL 31101938, at *9 (Del. Super.). 47 Alpha Contracting Services, Inc., v. Professional Retail Services, 2019 WL 151482, at *1 (Del. Super.); Chrysler Corp. v. Airtemp Corp., 426 A.2d 845, 855 (Del. Super. 1980). 48 Plaintiff’s Opp. at ¶ 13; D.I. 8. contract relationship between the parties, because Plaintiff adequately pleads the

existence of an express contract, the quantum meruit claim cannot also survive

Defendant’s Motion to Dismiss under these factual circumstances. Although the

Complaint alleges “Plaintiff was working for Defendant with the expectation of

being compensated for services for a period of three years, with incentives and

bonuses provided for by Defendant,” such an expectation did not arise from a quasi-

contractual relationship.49 Instead, Plaintiff’s employment expectations stem from

the Agreement.

As such, Plaintiff’s Complaint establishes the existence of an express contract,

not a quasi-contract, and Defendant’s Motion to Dismiss is GRANTED as to Count

II, the quantum meruit claim.

V. CONCLUSION

For the foregoing reasons, Defendant’s Motion to Dismiss is DENIED in part

(Count I) and GRANTED in part (Count II).

IT IS SO ORDERED.

_________________________ Danielle J. Brennan, Judge

49 Id., at ¶ 14 (emphasis added).