Hill-Rom Services, Inc. v. Tellisense Medical, LLC

          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 ...