United States District Court, E.D. Michigan, Southern Division
WATERMARK SENIOR LIVING RETIMREMENT COMMUNITIES, INC., Plaintiff,
MORRISON MANAGEMENT SPECIALISTS, INC., Defendant.
OPINION & ORDER DENYING DEFENDANT MORRISON'S
MOTION FOR JUDGMENT ON THE PLEADINGS (DKT. 28)
A. GOLDSMITH UNITED STATES DISTRICT JUDGE
matter is before the Court on Defendant Morrison Management
Specialists, Inc.'s motion for judgment on the pleadings
(Dkt. 28). Plaintiff Watermark Senior Living Retirement
Communities, Inc., brings this breach of contract action
against Morrison for allegedly failing to exercise ordinary
care in executing its obligations to manage the kitchen at
one of Watermark's retirement communities, resulting in
the death of one of its residents. Briefing on the motion is
complete. Because oral argument will not aid the Court's
decisional process, the motion will be decided based on the
parties' briefing. See E.D. Mich. LR 7.1(f)(2).
For the following reasons, the Court denies Morrison's
action arises from the tragic death of Willie Mae Henderson.
Henderson resided at Watermark's assisted-living
community, The Fountains of Franklin. In 2012, Henderson
wandered from her room in the memory care unit to the
facility's kitchen, opened a cabinet door under a sink
that contained toxic dishwashing detergent, and drank the
toxic detergent, which resulted in her death. Compl.
¶¶ 5-7. At that time, Morrison was under contract
to provide dietary services at the facility, which included
managing and securing the kitchen facility. Id.
¶ 8; Agreement, Ex A. to Mot., at 1 (Dkt.
28-1). According to Watermark, two Morrison
employees were the last individuals to have access to the
cabinet door immediately prior to the incident. Compl. ¶
estate sued Watermark in state court, alleging that Watermark
was negligent for leaving the cabinet door unlocked. Compl.
¶¶ 4-6. Watermark did not implead Morrison in the
state court action. Instead, it defended the action alone.
Countercl. ¶ 4 (Dkt. 25). The jury found against
Watermark and awarded Henderson's estate $5.08 million.
Id. ¶ 5. Rather than appeal the judgment,
Watermark settled with Henderson's estate for $3.65
million. Id. ¶ 6.Morrison's counsel attended
the settlement mediation. Compl. ¶ 16. A few months
later, Watermark filed the present action against Morrison
alleging claims of contractual indemnification and breach of
contract seeking to recover the $3.65 million plus all
associated expenses. Countercl. ¶ 8; Compl. at 5.
filed a motion to dismiss this case, arguing that collateral
estoppel barred the action (Dkt. 3). Judge O'Meara agreed
with Morrison and granted the motion (Dkt. 17). Watermark
appealed. The Sixth Circuit found that the indemnification
claim was precluded, because it depended on Watermark showing
that the damages it sought were not the result of its own
negligence - a proposition it could not establish, as the
state court jury had found to the contrary. Watermark
Senior Living Ret. Communities, Inc. v. Morrison Mgmt.
Specialists, Inc., 905 F.3d 421, 430 (6th Cir. 2018).
However, the Sixth Circuit held that the same preclusive
effect did not apply to the breach of contract claim, because
Watermark's negligence is not a defense to such an
action. Id. at 431. The Sixth Circuit remanded the
breach of contract claim and the matter was reassigned to the
undersigned after Judge O'Meara's retirement.
Morrison answered the complaint and filed a counterclaim for
contractual indemnification (Dkt. 25). The present motion for
judgment on the pleadings seeks dismissal of the breach of
contract claim and a judgment for Morrison for its expenses
and attorney fees in defending against the breach claim.
STANDARD OF DECISION
moved under Federal Rule of Civil Procedure 12(c) for
judgment on the pleadings. Any party may move for the entry
of a judgment after the pleadings are closed, but early
enough not to delay trial. Fed.R.Civ.P. 12(c). Courts apply
the same analysis to motions for a judgment on the pleadings
under Rule 12(c) as is applied to applications for dismissal
under Rule 12(b)(6). Warrior Sports, Inc. v. Nat'l
Collegiate Athletic Ass'n, 623 F.3d 281, 284 (6th
Cir. 2010). “For purposes of a motion for judgment on
the pleadings, all well-pleaded material allegations of the
pleadings of the opposing party must be taken as true, and
the motion may be granted only if the moving party is
nevertheless clearly entitled to judgment.”
JPMorgan Chase Bank, N.A. v. Winget, 510 F.3d 577,
581 (6th Cir. 2007). However, a court need not accept as true
legal conclusions or unwarranted factual inferences.
Id. at 581-582.
evaluating a motion for a judgment on the pleadings, a court
considers the complaint, the answer, and any written
instrument attached as exhibits. Fed.R.Civ.P. 12(c). A court
may also consider any undisputed facts. See Mills v.
Barnard, 869 F.3d 473, 486 (6th Cir. 2017) (citing
Stafford v. Jewelers Mut. Ins. Co., 554 Fed.Appx.
360, 369-370 (6th Cir. 2014) (taking judicial notice of
undisputed facts in documents considered by district court on
ruling on Rule 12(c) motion)).
makes three arguments in support of its motion for judgment
on the pleadings. First, it argues that Watermark sat on its
rights for more than four years and, therefore, laches bars
any recovery in this case. Second, it argues that Watermark
fails to state a breach of contract claim because the damages
it seeks do not naturally arise from a contract breach.
Finally, Morrison argues that the Sixth Circuit has already
found that Watermark was responsible for Henderson's
death, which triggers Morrison's contractual right to
indemnification. The Court will take each argument in turn.
argues that the doctrine of laches bars Watermark's
breach of contract claim, because Watermark delayed bringing
this action for more than four years. Mot. at 7. Laches is an
affirmative defense that bars an action where there is an
unexcused or unexplained delay in commencing the action
resulting in prejudice to an opposing party. Pub. Health
Dep't v. Rivergate Manor, 550 N.W.2d 515, 520 (Mich.
1996). Although the passage of time is important,
“laches is not triggered by the passage of time
alone.” Knight v. Northpointe Bank, 832 N.W.2d
439, 442 (Mich. Ct. App. 2013) (citation omitted). “It
is the prejudice occasioned by the delay that justifies the
application of laches.” Id. Generally,
“‘[w]here the situation of neither party has
changed materially, and the delay of one has not put the
other in a worse condition, the defense of laches cannot . .
. be recognized.'” Kuhn v. Sec'y of
State, 579 N.W.2d 101, 108 (Mich. Ct. App. 1998)
(quoting Lothian v. City of Detroit, 324 N.W.2d 9,
14 (Mich. 1982)).
is an interplay between laches and the statute of
limitations. Innovation Ventures, LLC v. Custom Nutrition
Labs., LLC, 912 F.3d 316, 343 (6th Cir. 2018). Under
Michigan law, a claim filed within the statute of limitation
gives rise to a rebuttable presumption that any delay in the
filing of the complaint was reasonable. Id. When the
presumption is rebutted, however, laches may bar a claim even
where the applicable ...