United States District Court, E.D. Michigan, Southern Division
ORDER DENYING DEFENDANT SANA HEALTH, INC.'S
MOTION TO DISMISS 
G. Edmunds United States District Judge
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.
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.
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.
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.
now moves to dismiss the First Amended Complaint for failure
to state a claim upon which relief can be granted.
STANDARD OF REVIEW
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
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.
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).
Breach of Contract
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 ...