Ali v. Humana Inc.
Filing
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ORDER Denying Defendant Humana Inc.'s 25 Motion to Dismiss First and Second Causes of Action in Plaintiff's Third Amended Complaint, signed by District Judge Anthony W. Ishii on 2/12/13. (Gonzalez, R)
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IN THE UNITED STATES DISTRICT COURT FOR THE
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EASTERN DISTRICT OF CALIFORNIA
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Plaintiff,
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v.
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HUMANA INC.,
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Defendant.
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____________________________________)
KARIMA K. ALI,
CASE NO. 1:12-CV-00509-AWIGSA
ORDER DENYING
DEFENDANT HUMANA
INC.’S MOTION TO DISMISS
FIRST AND SECOND CAUSES
OF ACTION IN PLAINTIFF’S
THIRD AMENDED
COMPLAINT
[DOCUMENT NO. 30]
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I. INTRODUCTION
Defendant, Humana Inc., (hereinafter referred to as “Defendant”) has filed a motion to
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dismiss the first and second causes of action in the third amended complaint of Plaintiff, Karima
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K. Ali (hereinafter referred to as “Plaintiff”) pursuant to Federal Rule of Civil Procedure
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12(b)(6). For the reasons discussed below, the motion to dismiss shall be denied.
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II. FACTS AND PROCEDURAL BACKGROUND
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The court refers the parties to previous orders for a complete chronology of the
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proceedings. On October 22, 2012, Plaintiff filed her third amended complaint (TAC) against
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Defendant alleging (1) breach of written contract, (2) conversion, (3) defamation, and (4)
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negligence. On November 5, 2012, Defendant filed a motion to dismiss the first and second
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causes of action for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6).
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III. LEGAL STANDARD
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A complaint must contain “a short and plain statement of the claim showing that the
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pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). Where the plaintiff fails to allege “enough
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facts to state a claim to relief that is plausible on its face,” the complaint may be dismissed for
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failure to allege facts sufficient to state a claim upon which relief may be granted. Bell Atlantic
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Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 1974, 167 L.Ed.2d 929 (2007). “A claim
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has facial plausibility,” and thus survives a motion to dismiss, “when the pleaded factual content
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allows the court to draw the reasonable inference that the defendant is liable for the misconduct
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alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009).
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Determining whether a complaint will survive a motion to dismiss for failure to state a claim is a
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“context-specific task that requires the reviewing court to draw on its judicial experience and
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common sense.” (Id. at 664-665). On a Rule 12(b)(6) motion to dismiss, the court accepts all
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material facts alleged in the complaint as true and construes them in the light most favorable to
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the plaintiff. Knievel v. ESPN, 393 F.3d 1068, 1072 (9th Cir. 2005).
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IV. DISCUSSION
A. Breach of Written Contract
In California, the elements of a cause of action for breach of contract are (1) the existence
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of a contract, (2) the plaintiff’s performance or excuse for nonperformance, (3) the defendant’s
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breach and (4) resulting damages to the plaintiff. Oasis West Realty, LLC v. Goldman, 51
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Cal.4th 811, 821, 124 Cal.Rptr.3d 256, 250 P.3d 1115 (2011). “If the action is based on alleged
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breach of a written contract, the terms must be set out verbatim in the body of the complaint or a
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copy of the written agreement must be attached and incorporated by reference.” Harris v. Rudin,
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Richman & Appel, 74 Cal.App.4th 299, 307, 87 Cal.Rptr.2d 822 (1999).
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Plaintiff’s TAC alleges that she and Defendant “entered into an agreement that Plaintiff
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will receive $100 for every enrollment her agents submit,” that Plaintiff “performed all
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conditions, Covenants, [sic] and promises required by it on its part to be performed in accordance
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with the terms and condition of the contract,” that Plaintiff’s “Agents [sic] submitted 400
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Enrolment [sic] for 2011 Annual Enrollment Period which started on Nov. 1, 2010 and ended
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Dec. 31, 2010,” that “Plaintiff earned $40,000.00 Commission [sic] according to the verbal and
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written agreement,” and that “Defendant did not pay the amount on 2011 and 2012,” amounting
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to damages of $80,000 for the years 2011 and 2012, and $33,000 in penalties incurred from the
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California Department of Labor Commission. Plaintiff attached the contract as Appendix I, but
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as Defendant points out, the terms of compensation between the parties are set out in a collateral
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contract titled Producer Partnership Plan, which is not attached.
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Defendant argues that Plaintiff has failed to sufficiently allege a cause of action for
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breach of contract because she failed to attach a copy of the Producer Partnership Plan or the
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terms and rules of the Medicare referral fee program. Mot. to Dismiss at 6-7. Defendant further
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claims that Plaintiff’s failure to attach either of these documents or allege their terms renders her
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claim insufficient. However, contrary to Defendant’s argument, federal procedural rules do not
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require that the contract at issue be attached to the complaint. Downtown Plaza LLC v. Nail Trix,
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Inc., 2008 WL 5099656 at *1 (E.D.Cal.2008).
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In this case, Plaintiff has alleged the material terms and conditions of an agreement that
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she entered into with Defendant, in which Defendant was to pay $100 for every enrollment
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Plaintiff’s agents submitted, that Plaintiff’s agents submitted $40,000 worth of enrollments in
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both 2011 and 2012 in accordance with the terms of the agreement, that Defendant breached the
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agreement by not paying, and that Plaintiff has suffered damages as a result of this breach
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amounting to the $80,000 Defendant did not pay and an additional $33,000 in penalties incurred
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from the California Department of Labor Commission because Plaintiff was unable to meet her
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payroll obligations as a result of Defendant’s failure to hold up its end of the agreement. These
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allegations are sufficient to plead a breach of contract.
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B. Conversion
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In California, the elements of conversion are “(1) the plaintiff’s ownership or right to
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possession of personal property, (2) the defendant’s disposition of the property in a manner that
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is inconsistent with the plaintiff’s property rights, and (3) resulting damages.” Fremont
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Indemnity Co. v. Fremont General Corp., 148 Cal.App.4th 97, 119, 55 Cal.Rptr.3d 621 (2007).
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Plaintiff’s conversion claim is premised on her breach of contract claim. Defendant argues that
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Plaintiff’s cause of action for conversion should be dismissed because Plaintiff failed to allege
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that she was entitled to the $80,000 as a result of any Contract with Defendant. Mot. to Dismiss
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at 7.
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However, in light of this court’s conclusion regarding Plaintiff’s breach of contract claim
above (i.e., that Plaintiff has adequately pleaded a cause of action for breach of contract), it
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follows that Plaintiff has also adequately pleaded a cause of action for conversion. First, Plaintiff
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alleges that she has a right to possess the $80,000 because she and Defendant entered into an
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agreement in which Defendant agreed to pay her $100 for every enrollment submitted by
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Plaintiff’s agents. Second, Plaintiff alleges that Defendant did not pay the $80,000 owed to her
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under the agreement, but rather kept this money for itself. Lastly, Plaintiff alleges $80,000 in
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damages from non-payment, as well as $33,000 in California Department of Labor Commission
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penalties as a result of Defendant’s conversion. Thus, Plaintiff’s allegations are sufficient to
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plead a cause of action for conversion.
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V. DISPOSITION
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Based on the foregoing, Defendant’s motion to dismiss the first and second causes of action for
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breach of contract and conversion, respectively, is DENIED.
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IT IS SO ORDERED.
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Dated:
0m8i78
February 12, 2013
SENIOR DISTRICT JUDGE
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