Landmark Health Solutions LLC v. Not for Profit Hospital Corporation

• Court: District Court, District of Columbia
• Decided: February 24, 2014
• Docket: Civil Action No. 2011-0456
• Status: Published

Opinion

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

LANDMARK HEALTH SOLUTIONS, LLC, : : Plaintiff and Counter-Defendant, : Civil Action No.: 11-456 (RC) : v. : Re Document No.: 32 : NOT FOR PROFIT HOSPITAL : CORPORATION, et al., : : Defendant and Counter-Claimant. :

MEMORANDUM OPINION AND ORDER

DENYING DEFENDANT’S MOTION TO DISMISS SUPPLEMENTAL COMPLAINT

The factual background of this case is set forth in an earlier Memorandum Opinion

(“Mem. Op.”), ECF No. 27. In that opinion, this Court found that it did not have subject matter

jurisdiction over this case due to Plaintiff’s failure to obtain a certificate of registration from the

D.C. Department of Consumer and Regulatory Affairs (“DCRA”) before filing its initial

complaint, as required by the District of Columbia’s door-closing statute, D.C. Code

§ 29-105.02. See Mem. Op. 5–9. However, the Court granted Plaintiff leave to file a

supplemental complaint within 30 days to properly allege jurisdiction. See id. at 6–7. Plaintiff

then filed a supplemental complaint that contained the updated allegations, including a statement

that it had registered its trade name and status as a foreign corporation with the DCRA. See Am.

Compl. ¶ 3, ECF No. 28. Defendant then moved to dismiss the supplemental complaint on the

grounds that Federal Rule of Civil Procedure 15(d) does not permit a plaintiff to cure a

jurisdictional defect arising under D.C. Code § 29-105.02 with a supplemental pleading. See

Def.’s Mem. P. & A. Supp. Mot. Dismiss Suppl. Compl., ECF No. 32-1. Defendant notes that the Court did not cite any precedent from the D.C. Circuit

addressing the circumstances under which a Rule 15(d) supplemental pleading can cure a subject

matter jurisdiction deficiency. While that is true, the case that this Court did cite itself

referenced a Supreme Court case on point. See Prasco, LLC v. Medicis Pharm. Corp., 537 F.3d

1329, 1337 (Fed. Cir. 2008) (citing Mathews v. Diaz, 426 U.S. 67, 75 (1976)). In Mathews, the

Supreme Court held that satisfaction of a jurisdictional condition and the filing of a supplemental

complaint during the pendency of litigation may cure a jurisdictional defect. See Mathews v.

Diaz, 426 U.S. 67, 75 (1976).

Defendant points to Central Pines Land Co. v. United States, 697 F.3d 1360 (Fed. Cir.

2012), as articulating a distinction between statutory requirements that are merely a “prerequisite

to filing” and those which contain an “express prohibition against filing suit,” id. at 1365–66.

Defendant argues that the door-closing statute falls into the latter category, and thus suggests that

the Court erred in allowing Plaintiff to file a supplemental complaint. But the door-closing

statute falls into the former category for reasons discussed in the Court’s original opinion. See

Mem. Op. at 6–7 (citing York & York Const. Co. v. Alexander, 296 A.2d 710, 713–14 (D.C.

1972)). As the D.C. Court of Appeals itself has held, the requirements of corporate registration

are not intended to “deprive a[n unregistered] corporation of access to the courts, but only to

force the corporations to pay whatever fees, taxes, or other financial obligations are owing to the

body politic.” York & York Const. Co. v. Alexander, 296 A.2d 710, 714 (D.C. 1972). The

court’s analysis of the purpose behind D.C.’s corporate registration requirements sits in stark

contrast to the issue in Central Pines Land Co., relied upon by Defendant, in which the Federal

Circuit found that 28 U.S.C. § 1500 bars the Court of Federal Claims from retroactively

obtaining jurisdiction over a claim also filed in a district court after the co-pending district court

2 action is final. See Central Pines Land Co., 697 F.3d at 1367. Landmark is now registered with

the DCRA; it has paid its dues to the sovereign, as is the District’s goal. It has filed a

supplemental complaint that properly alleges this Court’s jurisdiction. That is sufficient.

For the foregoing reasons, it is hereby ORDERED that Defendant’s motion to dismiss

the supplemental complaint for lack of subject matter jurisdiction is DENIED.

It is FURTHER ORDERED that a status conference is set for March 24, 2014, at

10:00 a.m. in Courtroom 14. On or before March 17, 2014, the parties shall file a joint status

report that (1) contains a proposed schedule to govern further proceedings, and (2) sets forth the

parties’ understanding as to what, if any,1 issues raised in Defendant’s motion to dismiss or for

summary judgment (ECF No. 14) remain unresolved after the Court’s memoranda and orders

issued in this case (ECF Nos. 26–27, 34).

SO ORDERED.

Dated: February 24, 2014 RUDOLPH CONTRERAS United States District Judge

1 Defendant asserts that it “has not abandoned its pending motion for summary judgment.” See Def.’s Mot. Dismiss Suppl. Compl. 1 n.2, ECF No. 32.