United States District Court, S.D. Indiana, Indianapolis Division
ENTRY ON MOTION TO DISMISS
Hon.
William T. Lawrence, Senior Judge
This
cause is before the Court on the motion to dismiss filed by
Encompass Group, LLC (“Encompass”), Tellisense
Medical, LLC (“Tellisense”), and Robert Ufford
(collectively, the “Encompass Defendants”) (Dkt.
No. 156). The Court, being duly advised, GRANTS IN
PART and DENIES IN PART the
Encompass Defendants' motion for the reasons set forth
below.
I.
Legal Standard
The
Encompass Defendants move to dismiss the Plaintiff's
Second Amended Complaint pursuant to Federal Rule of Civil
Procedure 12(b)(6), arguing that the Second Amended Complaint
fails to state a claim for which relief can be granted.
“To survive a motion to dismiss, a complaint must
contain sufficient factual matter, if accepted as true, to
‘state a claim to relief that is plausible on its
face.'” Ashcroft v. Iqbal, 556 U.S. 662,
678 (2009) (quoting Bell Atlantic Corp. v. Twombly,
550 U.S. 544, 570 (2007)). We “must accept as true all
of the allegations contained in a complaint” that are
not legal conclusions. Id. “Threadbare
recitals of the elements of a cause of action, supported by
mere conclusory statements, do not suffice.”
Id.
Toulon v. Cont'l Cas. Co., 877 F.3d 725, 734
(7th Cir. 2017).
A claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged. The plausibility standard is not akin to a
“probability requirement, ” but it asks for more
than a sheer possibility that a defendant has acted
unlawfully.
Forgue v. City of Chicago, 873 F.3d 962, 966 (7th
Cir. 2017) (citations omitted).
II.
Factual Background
The
factual allegations in the Second Amended Complaint are taken
as true for the purposes of this motion. “Plaintiff
Hill-Rom is a health care company that provides a range of
patient care solutions in a variety of areas, including the
design, manufacture, and sale of, among other things,
hospital beds for use by hospitalized and bedridden
patients.” Dkt. No. 143 at 5. “To assist
healthcare personnel with the detection of incontinence
events in hospital beds, for several years Hill-Rom has been
working on the development of moisture detection systems that
would detect and signal the presence of incontinence events
to healthcare personnel.” Id. “In 2011,
Hill-Rom began a new project to develop incontinence event
detection technology and systems (the
‘Project').” Id.
“In
or around the spring of 2013, Encompass introduced Hill-Rom
to Tellisense and Ufford, and Hill-Rom entered into
negotiations and discussions with Encompass, Tellisense, and
Ufford to serve as contractors for the Project.”
Id. at 6. In September 2013, Hill-Rom, Tellisense,
Ufford, and Encompass entered into a master services
agreement (the “Service Agreement”). Id.
at 7.
Prior
to its dissolution, Tellisense was a Delaware limited
liability company, whose members were the Sivix Corporation
and Encompass. Id. at 2. Encompass is also a
Delaware limited liability company, with individual members
throughout the country. Id. The dispute between the
Plaintiff and the Encompass Defendants arose out of their
work together on the Project.
III.
Discussion
The
Plaintiff asserts several claims against the Encompass
Defendants, among them: Count II for breach of contract under
a third-party beneficiary theory; Count III for breach of
implied-in-fact contract; Count IV for promissory estoppel;
Count V for fraud; Count VI for constructive fraud; Count VII
for tortious interference with contract; Count VIII for
misappropriation of trade secrets in violation of the Defend
Trade Secrets Act; Count IX for misappropriation of trade
secrets in violation of the Indiana Uniform Trade Secrets
Act; Count X, which states another violation of the Indiana
Uniform Trade Secrets Act; and Count XI for conversion. The
Plaintiff fails to respond to the Encompass ...