1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA
9 LivWell Health LLC, No. CV-25-01119-PHX-SMB
10 Plaintiff, ORDER
11 v.
12 Southern California Eye Physicians & Surgeons, et al., 13 Defendants. 14 15 The Court considers Plaintiff LivWell Health LLC d/b/a LivWell Infusions’ Motion 16 to Dismiss (Doc. 48). The Court denies the Motion. 17 I. BACKGROUND 18 LivWell moves to dismiss Defendants’ interference with business expectancy 19 counterclaim. (Doc. 48.) The SAC alleges as follows. Defendant Southern California Eye 20 Physicians & Surgeons (the “Practice”) is a medical practice that treats patients who require 21 medicine administered by infusion treatment. (Doc. 39 at 2.) 22 LivWell “specializes in operating and providing services related to medication 23 infusion centers.” (Id. at 3.) In October 2023, LivWell and the Practice entered into “the 24 LivWell Physician Practice Infusion Management Services Agreement (the ‘MSA’),” 25 under which, LivWell would provide “administrative services, ordering and paying the cost 26 of the medications used in the Practice’s infusion center, and billing and collecting payment 27 from third-party payors.” (Id.) The SAC goes on to discuss issues relating to billing and 28 payment which are not relevant to the present Motion. (See id.) In short, the relationship 1 between LivWell and the Practice soured and the MSA was dissolved. (See generally id.) 2 Defendants, in their Answer (Doc. 44) allege that the Practice “learned that 3 LivWell . . . intentionally interfered with the relationship between [the Practice] and 4 patients by contacting patients and trying to persuade them to obtain care from other 5 providers.” (Id. at 16.) Defendants allege that they know of “at least one instance” in 6 which the Practice lost the patient. 7 Defendants thus assert a claim of interference with business expectancy. 8 Defendants allege that the Practice “had a business expectancy with its patients” and that 9 LivWell knew of this business expectancy “having obtained access to patient identity and 10 other patient information while delivering infusions to [the Practice’s] patients.” (Id. 11 at 17.) “LivWell intentionally interfered with [the Practice’s] business expectancy which 12 caused a termination of [the Practice’s] relationship with patients and damaged [the 13 Practice’s] reputation.” (Id. at 17–18.) 14 II. LEGAL STANDARD 15 To survive a Federal Rule of Civil Procedure (“Rule”) 12(b)(6) motion for failure 16 to state a claim, a complaint must meet the requirements of Rule 8(a)(2). Rule 8(a)(2) 17 requires a “short and plain statement of the claim showing that the pleader is entitled to 18 relief,” so that the defendant has “fair notice of what the . . . claim is and the grounds upon 19 which it rests.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (alteration in original) 20 (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). This notice exists if the pleader sets 21 forth “factual content that allows the court to draw the reasonable inference that the 22 defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 23 (2009). “Threadbare recitals of the elements of a cause of action, supported by mere 24 conclusory statements, do not suffice.” Id. 25 Dismissal under Rule 12(b)(6) “can be based on the lack of a cognizable legal theory 26 or the absence of sufficient facts alleged under a cognizable legal theory.” Balistreri v. 27 Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 1988). A complaint that sets forth a 28 cognizable legal theory will survive a motion to dismiss if it contains sufficient factual 1 matter, which, if accepted as true, states a claim to relief that is “plausible on its face.” 2 Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). Plausibility does not equal 3 “probability,” but requires “more than a sheer possibility that a defendant has acted 4 unlawfully.” Id. “Where a complaint pleads facts that are ‘merely consistent with’ a 5 defendant’s liability, it ‘stops short of the line between possibility and plausibility . . . .’” 6 Id. (quoting Twombly, 550 U.S. at 557). 7 In ruling on a Rule 12(b)(6) motion to dismiss, the well-pleaded factual allegations 8 are taken as true and construed in the light most favorable to the nonmoving party. Cousins 9 v. Lockyer, 568 F.3d 1063, 1067 (9th Cir. 2009). However, legal conclusions couched as 10 factual allegations are not given a presumption of truthfulness, and “conclusory allegations 11 of law and unwarranted inferences are not sufficient to defeat a motion to dismiss.” Pareto 12 v. FDIC, 139 F.3d 696, 699 (9th Cir. 1998). A court ordinarily may not consider evidence 13 outside the pleadings when ruling on a Rule 12(b)(6) motion to dismiss. See United States 14 v. Ritchie, 342 F.3d 903, 907 (9th Cir. 2003). “A court may, however, consider 15 materials—documents attached to the complaint, documents incorporated by reference in 16 the complaint, or matters of judicial notice—without converting the motion to dismiss into 17 a motion for summary judgment.” Id. at 908. 18 III. DISCUSSION 19 “To state a claim for tortious interference with business expectancy, a plaintiff must 20 allege ‘(1) the existence of a valid contractual relationship or business expectancy; 21 (2) knowledge of the relationship or expectancy on the part of the interferer; (3) intentional 22 interference inducing or causing a breach or termination of the relationship or expectancy; 23 and (4) resultant damage to the party whose relationship or expectancy has been disrupted.” 24 ThermoLife Int’l, LLC v. Gaspari Nutrition, Inc., 871 F. Supp. 2d 905, 912 (D. Ariz. 2012) 25 (citation modified) (quoting Wagenseller v. Scottsdale Mem’l Hosp., 710 P.2d 1025, 1041 26 (1985)). “Any alleged interference must have been both intentional and improper.” Id. 27 “A plaintiff must be able to identify a specific relationship with which the defendant 28 interfered to state a plausible claim for relief; the speculative hope of a business expectancy 1 is not enough.” Id. (citation modified) (quoting Dube v. Likins, 167 P.3d 93, 101 (Ariz. Ct. 2 App. 2007)). LivWell only challenges the first and third elements; thus, the Court only 3 considers those elements. 4 While Defendants’ business expectancy claim is generic, it is sufficient to survive 5 dismissal. Defendant satisfies the first element by alleging a business expectancy with its 6 current patients. See, e.g., Modulus Glob. Inc. v. Quintzy FZE LLC, No. CV-22-01457- 7 PHX-GMS, 2023 WL 6147567, at *3 (D. Ariz. Sept. 20, 2023) (“[The claimant] also 8 generally alleges a business expectancy in its current and prospective clients. This alone 9 is sufficient to satisfy the first element.”) 10 Defendants also satisfy the third element.
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1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA
9 LivWell Health LLC, No. CV-25-01119-PHX-SMB
10 Plaintiff, ORDER
11 v.
12 Southern California Eye Physicians & Surgeons, et al., 13 Defendants. 14 15 The Court considers Plaintiff LivWell Health LLC d/b/a LivWell Infusions’ Motion 16 to Dismiss (Doc. 48). The Court denies the Motion. 17 I. BACKGROUND 18 LivWell moves to dismiss Defendants’ interference with business expectancy 19 counterclaim. (Doc. 48.) The SAC alleges as follows. Defendant Southern California Eye 20 Physicians & Surgeons (the “Practice”) is a medical practice that treats patients who require 21 medicine administered by infusion treatment. (Doc. 39 at 2.) 22 LivWell “specializes in operating and providing services related to medication 23 infusion centers.” (Id. at 3.) In October 2023, LivWell and the Practice entered into “the 24 LivWell Physician Practice Infusion Management Services Agreement (the ‘MSA’),” 25 under which, LivWell would provide “administrative services, ordering and paying the cost 26 of the medications used in the Practice’s infusion center, and billing and collecting payment 27 from third-party payors.” (Id.) The SAC goes on to discuss issues relating to billing and 28 payment which are not relevant to the present Motion. (See id.) In short, the relationship 1 between LivWell and the Practice soured and the MSA was dissolved. (See generally id.) 2 Defendants, in their Answer (Doc. 44) allege that the Practice “learned that 3 LivWell . . . intentionally interfered with the relationship between [the Practice] and 4 patients by contacting patients and trying to persuade them to obtain care from other 5 providers.” (Id. at 16.) Defendants allege that they know of “at least one instance” in 6 which the Practice lost the patient. 7 Defendants thus assert a claim of interference with business expectancy. 8 Defendants allege that the Practice “had a business expectancy with its patients” and that 9 LivWell knew of this business expectancy “having obtained access to patient identity and 10 other patient information while delivering infusions to [the Practice’s] patients.” (Id. 11 at 17.) “LivWell intentionally interfered with [the Practice’s] business expectancy which 12 caused a termination of [the Practice’s] relationship with patients and damaged [the 13 Practice’s] reputation.” (Id. at 17–18.) 14 II. LEGAL STANDARD 15 To survive a Federal Rule of Civil Procedure (“Rule”) 12(b)(6) motion for failure 16 to state a claim, a complaint must meet the requirements of Rule 8(a)(2). Rule 8(a)(2) 17 requires a “short and plain statement of the claim showing that the pleader is entitled to 18 relief,” so that the defendant has “fair notice of what the . . . claim is and the grounds upon 19 which it rests.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (alteration in original) 20 (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)). This notice exists if the pleader sets 21 forth “factual content that allows the court to draw the reasonable inference that the 22 defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678 23 (2009). “Threadbare recitals of the elements of a cause of action, supported by mere 24 conclusory statements, do not suffice.” Id. 25 Dismissal under Rule 12(b)(6) “can be based on the lack of a cognizable legal theory 26 or the absence of sufficient facts alleged under a cognizable legal theory.” Balistreri v. 27 Pacifica Police Dep’t, 901 F.2d 696, 699 (9th Cir. 1988). A complaint that sets forth a 28 cognizable legal theory will survive a motion to dismiss if it contains sufficient factual 1 matter, which, if accepted as true, states a claim to relief that is “plausible on its face.” 2 Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 570). Plausibility does not equal 3 “probability,” but requires “more than a sheer possibility that a defendant has acted 4 unlawfully.” Id. “Where a complaint pleads facts that are ‘merely consistent with’ a 5 defendant’s liability, it ‘stops short of the line between possibility and plausibility . . . .’” 6 Id. (quoting Twombly, 550 U.S. at 557). 7 In ruling on a Rule 12(b)(6) motion to dismiss, the well-pleaded factual allegations 8 are taken as true and construed in the light most favorable to the nonmoving party. Cousins 9 v. Lockyer, 568 F.3d 1063, 1067 (9th Cir. 2009). However, legal conclusions couched as 10 factual allegations are not given a presumption of truthfulness, and “conclusory allegations 11 of law and unwarranted inferences are not sufficient to defeat a motion to dismiss.” Pareto 12 v. FDIC, 139 F.3d 696, 699 (9th Cir. 1998). A court ordinarily may not consider evidence 13 outside the pleadings when ruling on a Rule 12(b)(6) motion to dismiss. See United States 14 v. Ritchie, 342 F.3d 903, 907 (9th Cir. 2003). “A court may, however, consider 15 materials—documents attached to the complaint, documents incorporated by reference in 16 the complaint, or matters of judicial notice—without converting the motion to dismiss into 17 a motion for summary judgment.” Id. at 908. 18 III. DISCUSSION 19 “To state a claim for tortious interference with business expectancy, a plaintiff must 20 allege ‘(1) the existence of a valid contractual relationship or business expectancy; 21 (2) knowledge of the relationship or expectancy on the part of the interferer; (3) intentional 22 interference inducing or causing a breach or termination of the relationship or expectancy; 23 and (4) resultant damage to the party whose relationship or expectancy has been disrupted.” 24 ThermoLife Int’l, LLC v. Gaspari Nutrition, Inc., 871 F. Supp. 2d 905, 912 (D. Ariz. 2012) 25 (citation modified) (quoting Wagenseller v. Scottsdale Mem’l Hosp., 710 P.2d 1025, 1041 26 (1985)). “Any alleged interference must have been both intentional and improper.” Id. 27 “A plaintiff must be able to identify a specific relationship with which the defendant 28 interfered to state a plausible claim for relief; the speculative hope of a business expectancy 1 is not enough.” Id. (citation modified) (quoting Dube v. Likins, 167 P.3d 93, 101 (Ariz. Ct. 2 App. 2007)). LivWell only challenges the first and third elements; thus, the Court only 3 considers those elements. 4 While Defendants’ business expectancy claim is generic, it is sufficient to survive 5 dismissal. Defendant satisfies the first element by alleging a business expectancy with its 6 current patients. See, e.g., Modulus Glob. Inc. v. Quintzy FZE LLC, No. CV-22-01457- 7 PHX-GMS, 2023 WL 6147567, at *3 (D. Ariz. Sept. 20, 2023) (“[The claimant] also 8 generally alleges a business expectancy in its current and prospective clients. This alone 9 is sufficient to satisfy the first element.”) 10 Defendants also satisfy the third element. Defendants allege that LivWell 11 “contact[ed] patients and tr[ied] to persuade them to obtain care from other providers.” 12 (Doc. 39 at 16.) Defendants additionally allege that at least one patient left the Practice as 13 a result of this conduct. (Id.) This is sufficient to establish that LivWell intentionally 14 caused the termination of the Practice’s business expectancy.” 15 LivWell also argues that Defendants failed to plead LivWell acted with improper 16 means or motive. (Doc. 48 at 5.) “Whether conduct is improper is an amorphous standard, 17 and that it should be applied with caution, especially where the conduct in question takes 18 place in the context of competitive business activities.” Two Bros. Distrib. Inc. v. Valero 19 Mktg. & Supply Co., 270 F. Supp. 3d 1112, 1131 (D. Ariz. 2017), aff’d, 769 F. App’x 408 20 (9th Cir. 2019). Several factors help determine whether an act of interference is improper: (a) the nature of the actor’s conduct, (b) the actor’s motive, (c) the interests 21 of the other with which the actor’s conduct interferes, (d) the interest sought 22 to be advanced by the actor, (e) the social interests in protecting the freedom of action of the actor and the contractual interests of the other, (f) the 23 proximity or remoteness of the actor's conduct to the interference, and (g) the 24 relations between the parties. 25 Id. Defendants pleaded that LivWell contacted Defendants patients, using information 26 made available to LivWell based on its relationship with the Practice, in order to dissuade 27 patients from returning. The Court finds this plausibly establishes that LivWell acted 28 improperly under the foregoing factors. 1 Finally, LivWell argues that Defendants’ business expectancy claim is preempted 2|| by Arizona's economic loss doctrine. (Doc. 48 at 7.) Not so. “That doctrine precludes tort 3 || recovery and limits a contracting party to contractual remedies where the party only alleges economic damages.” Yerbae, LLC v. Sweat, No. CV-25-01686-PHX-KML, 2026 WL 25101, at *8 (D. Ariz. Jan. 5, 2026) (citation modified). “Recovery is barred when the || claim alleges only economic damages resulting from an alleged breach of contract.” Ares 7\| Funding, L.L.C. v. MA Maricopa, L.L.C., 602 F. Supp. 2d 1144, 1148 (D. Ariz. 2009) 8 || (citation modified). Here, Defendants’ business expectancy claim, as alleged, is not 9|| predicated on any alleged breach of contract. See Kenneth Eisen & Assocs., Ltd. v. |) CoxCom, Inc., No. CV-18-02120-PHX-JJT, 2019 WL 669770, at *2 (D. Ariz. Feb. 19, 11 |} 2019) (noting that the economic loss doctrine typically applies in “product liability or 12 || construction defect cases” and that “in cases where courts have applied the rule outside 13} these contexts, the parties had detailed contracts allocating risk of loss and specifying remedies”). IV. CONCLUSION 16 Accordingly, 17 IT IS ORDERED denying Plaintiff LivWell Health LLC d/b/a LivWell Infusions’ 18 || Motion to Dismiss (Doc. 48). 19 Dated this 22nd day of June, 2026. 20 —__ .
7 Alonorable Susan V [. Brnovich United States District Judge 23 24 25 26 27 28
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