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Select Rehabilitation, LLC v. Sana Health, Inc.

United States District Court, E.D. Michigan, Southern Division

April 30, 2018

SELECT REHABILITATION, LLC, Plaintiff,
v.
SANA HEALTH, INC. d/b/a ABERDEEN REHABILITATION AND SKILLED NURSING CENTER, Defendant.

          ORDER DENYING DEFENDANT SANA HEALTH, INC.'S MOTION TO DISMISS [10]

          Nancy G. Edmunds United States District Judge

         Plaintiff Select Rehabilitation, LLC brings this action against Defendant Sana Health, Inc. d/b/a Aberdeen Rehabilitation and Skilled Nursing Center alleging breach of contract and unjust enrichment. Plaintiff claims that it provided therapy services to Defendant pursuant to the terms of an agreement, and that Defendant failed to compensate Plaintiff for those services. Currently before the Court is Defendant's motion to dismiss (Dkt. # 10), which has been fully briefed. The Court heard oral argument on the motion on April 25, 2018. For the reasons stated below, the Court DENIES Defendant's motion to dismiss.

         I. FACTS

         Plaintiff is in the business of providing therapy services in a variety of settings, including skilled nursing facilities, hospitals, and outpatient centers. Defendant operates a skilled nursing facility in Trenton, Michigan. Plaintiff alleges that Defendant's failure to pay Plaintiff for therapy services constitutes a material breach of their agreement. Plaintiff also claims that Defendant has been unjustly enriched to Plaintiff's detriment by failing to tender payment for the therapy services that Plaintiff provided.

         According to the First Amended Complaint, from December 2016 to May 2017, Plaintiff provided speech, physical, and occupational therapy services to the residents and patients of Defendant pursuant to the terms of a Rehabilitation Outsourcing Agreement, attached to the First Amended Complaint as Exhibit A. Plaintiff alleges that Defendant accepted these therapy services. Plaintiff further alleges that it submitted invoices to Defendant for payment for these services as follows: (1) Invoice No. P33904, dated February 2, 2017, in the amount of $49, 049.52; (2) Invoice No. P34508, dated March 2, 2017, in the amount of $58, 004.83; (3) Invoice No. P35054, dated April 4, 2017, in the amount of $66, 936.26; (4) Invoice No. P35687, dated May 2, 2017, in the amount of $57, 961.14; and (5) Invoice No. P36025, dated May 18, 2017, in the amount of $15, 111.92. According to the First Amended Complaint, Defendant received and accepted all of the services provided by Plaintiff set forth in the invoices and has refused to pay the invoices despite demands by Plaintiff to do so.

         The Agreement attached to the First Amended Complaint identifies Plaintiff and Defendant as the contracting parties. (Dkt. # 8-1, Pg ID 61). Exhibit A to the Agreement lists the services that Plaintiff is to provide to Defendant under the terms and conditions of the Agreement. Id. at Pg ID 80, 61. These services include: physical, occupational, and speech direct therapy services, therapy related documentation, evaluations, and patient care conferences; implementation and monitoring of therapy policies and procedures, and of compliance with documentation and billing requirements; provision of appropriate supervision of therapists and assistants; implementation of quality audit systems; participation in care conferences and caregiver education; participation in the completion of the MDS 3.0; provision of minute tracking logs; and provision of CPT codes. Id. at Pg ID 80. Under the express terms of the Agreement, Defendant, the Facility, is to pay Plaintiff “the full invoiced amount within thirty (30) days following the date of the Select Rehabilitation invoice . . . .” Id. at Pg ID 67. The Agreement attached to the First Amended Complaint is not signed by either party. See Id. at Pg ID 79.

         Defendant now moves to dismiss the First Amended Complaint for failure to state a claim upon which relief can be granted.

         II. STANDARD OF REVIEW

         Rule 12(b)(6) of the Federal Rules of Civil Procedure provides for a motion to dismiss for failure to state a claim upon which relief can be granted. Fed.R.Civ.P. 12(b)(6). When reviewing a motion to dismiss under Rule 12(b)(6), a court must "construe the complaint in the light most favorable to the plaintiff, accept its allegations as true, and draw all reasonable inferences in favor of the plaintiff." Directv Inc. v. Treesh, 487 F.3d 471, 476 (6th Cir. 2007). A court, however, is “not bound to accept as true a legal conclusion couched as a factual allegation.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal quotation marks and citation omitted).

         Under the Supreme Court's heightened pleading standard laid out in Twombly and Ashcroft v. Iqbal, 556 U.S. 662 (2009), “a complaint only survives a motion to dismiss if it contains sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Estate of Barney v. PNC Bank, Nat'l Assoc., 714 F.3d 920, 924 (6th Cir. 2013) (internal quotation marks and citations omitted). The Sixth Circuit has explained that, “[a] claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Id. (internal quotation marks and citations omitted). Furthermore, while “[t]he plausibility standard is not akin to a ‘probability requirement, ' [] it asks for more than a sheer possibility that a defendant has acted unlawfully.” Iqbal, 556 U.S. at 678. “[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged-but it has not ‘show[n]'-‘that the pleader is entitled to relief.'” Id. at 679 (quoting Fed.R.Civ.P. 8(a)(2)). If the plaintiffs do "not nudge[] their claims across the line from conceivable to plausible, their complaint must be dismissed." Twombly, 550 U.S. at 570.

         The court primarily considers the allegations in the complaint, and “documents attached to the pleadings become part of the pleadings and may be considered on a motion to dismiss.” Commercial Money Ctr., Inc. v. Ill. Union Ins. Co., 508 F.3d 327, 335 (6th Cir. 2007) (citing Fed.R.Civ.P. 10(c)). Additionally, “[a] court may consider matters of public record in deciding a motion to dismiss without converting the motion to one for summary judgment.” Id. at 336. Documents not attached to the pleadings may also be considered part of the pleadings when the “document is referred to in the complaint and is central to the plaintiffs' claim.” Greenberg v. Life Ins. Co. of Va., 177 F.3d 507, 514 (6th Cir. 1999) (internal quotation marks and citation omitted).

         III. ANALYSIS

         A. Breach of Contract

         Defendant argues that Plaintiff's breach of contract claim must be dismissed because Plaintiff has not alleged that a valid contract existed between the parties or that the parties mutually agreed to the terms of ...


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