Pharmaceutical Development Group, Inc. v. Ani Pharmaceuticals, Inc.

Filing 18

ORDER denying 13 Defendant's Motion to Dismiss. Defendant shall file its answer to the complaint within fourteen (14) days of this Order. Signed by Judge James S. Moody, Jr on 9/19/2016. (LN)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

PHARMACEUTICAL DEVELOPMENT
GROUP, INC.,
Plaintiff,
v.

CASE NO: 8:16-CV-2416-T-30AAS

ANI PHARMACEUTICALS, INC.,
Defendant.
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ORDER
THIS CAUSE comes before the Court upon Defendant’s Motion to Dismiss (Dkt. 13)
and Plaintiff’s Response in Opposition (Dkt. 17). The Court, having reviewed the motion,
response, and being otherwise advised in the premises, concludes that the motion should be
denied.
BACKGROUND
In this action, Plaintiff Pharmaceutical Development Group, Inc. asserts a breach of
contract claim and an alternative unjust enrichment claim against Defendant ANI
Pharmaceuticals, Inc. related to Defendant’s alleged failure to compensate Plaintiff for
services Plaintiff performed under the parties’ contract. Specifically, on or about November
20, 2013, the parties entered into a Consulting Retainer Agreement. Under the Agreement’s
terms, Plaintiff agreed to initiate and then facilitate Defendant’s efforts to secure an FDA

approval for a product Defendant was currently marketing. Plaintiff alleges that it performed
a variety of services with Defendant’s knowledge and approval, in order to facilitate the
approval process, and Defendant failed to compensate Plaintiff for all of these services.
Defendant now moves to dismiss both claims for failure to state a claim under Rule
12(b)(6) of the Federal Rules of Civil Procedure.
STANDARD OF REVIEW
Federal Rule of Civil Procedure 12(b)(6) allows a complaint to be dismissed for
failure to state a claim upon which relief can be granted. When reviewing a motion to
dismiss, a court must accept all factual allegations contained in the complaint as true, and
view the facts in a light most favorable to the plaintiff. See Erickson v. Pardus, 551 U.S. 89,
93-94 (2007).

However, unlike factual allegations, conclusions in a pleading “are not

entitled to the assumption of truth.” Ashcroft v. Iqbal, 129 S. Ct. 1937, 1950 (2009). On the
contrary, legal conclusions “must be supported by factual allegations.” Id. Indeed,
“conclusory allegations, unwarranted factual deductions or legal conclusions masquerading
as facts will not prevent dismissal.” Davila v. Delta Air Lines, Inc., 326 F.3d 1183, 1185
(11th Cir. 2003).
DISCUSSION
Defendant’s motion to dismiss raises the following arguments: 1) the breach of
contract claim is insufficient because Plaintiff failed to specifically identify the Agreement;
2) the alleged facts do not establish that Defendant materially breached the Agreement; and

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3) the breach of contract claim precludes the unjust enrichment claim. The Court discusses
each argument in turn.
It is axiomatic that, in order to state a breach of contract claim, a plaintiff must allege
a valid contract, a material breach, and damages. See Abbott Labs., Inc. v. Gen. Elec.
Capital, 765 So. 2d 737, 740 (Fla. 5th DCA 2000). A plaintiff is not required to attach the
contract to the complaint in order to state a breach of contract claim. See Westfield Ins. Co.
v. Accessibility Specialists, Inc., No. 3:10-CV-1140-J-32TEM, 2011 WL 2911528, at *2
(M.D. Fla. July 19, 2011); Punta Gorda-Charlotte Harbor Dev., LLC v. Allstate Ins. Co., No.
208-CV-719-FTM-29SPC, 2009 WL 3418260, at *2 (M.D. Fla. Oct. 20, 2009) (noting that
failure to attach the subject contract to the complaint is not fatal to the claim because “Rule
8 does not require a plaintiff to plead with the greatest specificity it can.”).
Defendant’s first argument fails because Plaintiff adequately identified the specific
contract at issue: the parties entered into a Consulting Retainer Agreement in November
2013.1 Plaintiff also alleged facts that adequately described the relevant terms of the
Agreement and how Defendant materially breached those terms by failing to compensate
Plaintiff for the additional work Plaintiff performed under the Agreement at Defendant’s
request. Because these allegations are sufficient to place Defendant on notice of the nature
of the breach of contract claim, Plaintiff does not, contrary to Defendant’s assertions, have
to identify the specific provision of the Agreement that was purportedly breached. See De

1

Notably, Plaintiff also alleged that Defendant has a copy of the Agreement in its possession.
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Sterling v. Bank of Am., N.A., No. 09-21490-CIV, 2009 WL 3756335, at *2 (S.D. Fla. Nov.
6, 2009) (denying the defendant’s motion to dismiss the plaintiff’s breach of contract claim
because, although the plaintiff neglected to attach the contract to the complaint and failed to
allege the specific provision of the contract that was breached, the plaintiff sufficiently
explained the terms the parties agreed to and how they were breached via the defendant’s
failure to pay the plaintiff consistent with those terms).
Defendant’s second argument fails because Plaintiff also alleged a material breach:
Plaintiff alleged that Defendant failed to fully compensate Plaintiff for services Plaintiff
performed under the Agreement. On this issue, Defendant’s motion reads like a summary
judgment motion to the extent that Defendant denies the veracity of the alleged facts. In a
nutshell, Defendant denies any responsibility to compensate Plaintiff for work that went
beyond the scope of the Agreement. Defendant’s arguments may ultimately have merit, but
they are premature at this stage. Accordingly, the Court will not dismiss the breach of
contract claim.
Finally, Defendant argues that Plaintiff cannot maintain an unjust enrichment claim
in light of the breach of contract claim. The Court disagrees. Although these claims may not
ultimately survive together, Plaintiff may allege these claims in the alternative at this early
stage. Accordingly, the Court will not dismiss the unjust enrichment claim.
It is therefore ORDERED AND ADJUDGED that:
1.

Defendant’s Motion to Dismiss (Dkt. 13) is denied.

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2.

Defendant shall file its answer to the complaint within fourteen (14) days of
this Order.

DONE and ORDERED in Tampa, Florida on September 19, 2016.

Copies furnished to:
Counsel/Parties of Record
S:\Even\2016\16-cv-2416.mtd-deny-13.wpd

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