Antech Diagnostics, Inc. v. Tudin

Filing 18

ORDER: Counter-Defendant Antech Diagnostics, Inc.'s Motion to Dismiss the Amended Counterclaim 16 is denied. Counter-Defendant Antech Diagnostics, Inc. shall file an answer to the counterclaim within fourteen (14) days of this Order. Signed by Judge James S. Moody, Jr. on 10/4/2017. (LN)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
ANTECH DIAGNOSTICS, INC.,
Plaintiff/Counter-Defendant,
v.

CASE NO: 8:17-CV-1530-T-30TBM

RONNI E. TUDIN,
Defendant/Counter-Plaintiff.
_______________________________________/

ORDER
THIS CAUSE comes before the Court upon Counter-Defendant Antech Diagnostics,
Inc.’s Motion to Dismiss the Amended Counterclaim (Dkt. 16) and Counter-Plaintiff Ronni
E. Tudin’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 Antech Diagnostics, Inc. filed a one-count breach of contract
complaint against Defendant Ronni E. Tudin alleging Tudin breached an Exclusive
Laboratory Services Agreement (the “ELSA”). Tudin counterclaimed, alleging the following
claims against Antech: (1) fraud in the inducement; (2) fraudulent misrepresentation; (3)
rescission; and (4) violation of Florida’s Deceptive and Unfair Trade Practices Act
(“FDUTPA”).

Antech moves to dismiss all four claims under Rule 12(b)(6) of the Federal Rules of
Civil Procedure. Antech argues that the fraud claims (including the rescission claim, which
is premised on fraud) are barred under the parol evidence rule and the FDUTPA claim is
barred by the express terms of the ELSA. As explained below, Antech’s motion will be
denied because it is contrary to black-letter law. Notably, Antech’s motion is unavailing
under an application of California law and Florida law. Accordingly, although the parties
dispute which choice of law applies—Antech argues California law applies and Tudin argues
Florida law applies—the Court declines to reach this issue at this juncture.
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).

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DISCUSSION
The crux of Antech’s motion is that the parol evidence rule bars Tudin’s fraud claims
because the ELSA contains a merger clause that states that the ELSA’s terms and conditions
“supersede any prior agreements or representations, including representations made in any
Antech Diagnostics’ sales literature or advice given to you by Antech Diagnostics, in
connection with your execution of this Agreement.” The ELSA also contains an “Entire
Agreement” clause that states that the ELSA’s terms and conditions constitute the entire
understanding and agreement of the parties and supersede any prior or contemporaneous
statements, understandings, or agreements. Under the parol evidence rule, an agreement that
contains a merger/integration clause, like the clauses in the ELSA, constitutes the entire
agreement between the parties and a court cannot consider extrinsic evidence that would
directly contradict the agreement’s terms and conditions.
The problem with Antech’s argument is that it neglects to mention an exception to the
parol evidence rule: simply put, if a party is arguing that the agreement was procured by
fraud, the party is challenging the validity of the agreement itself and the integration or
merger clause is no longer relevant. Under these circumstances, a court may consider
extrinsic evidence to determine whether the agreement was fraudulently induced. See
Riverisland Cold Storage, Inc. v. Fresno-Madera Prod. Credit Ass’n, 291 P.3d 316, 319
(Cal. 2013) (“Evidence to prove that the instrument is void or voidable for mistake, fraud,
duress, undue influence, illegality, alteration, lack of consideration, or another invalidating
cause is admissible. This evidence does not contradict the terms of an effective integration,
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because it shows that the purported instrument has no legal effect.”); Nobles v. Citizens
Mortg. Corp., 479 So. 2d 822, 822 (Fla. 2d DCA 1985) (noting that it is well-established that
“oral agreements or representations may be introduced into evidence to prove that a contract
was procured by fraud notwithstanding . . . a merger clause.”). Accordingly, Antech’s
motion is denied with respect to the fraud and rescission claims.
Antech’s motion is also denied with respect to the FDUTPA claim because the motion
reads like a summary judgment motion and ignores many of the allegations contained within
the counterclaim that detail facts regarding Antech’s purportedly unfair and deceptive acts.
It is therefore ORDERED AND ADJUDGED that:
1.

Counter-Defendant Antech Diagnostics, Inc.’s Motion to Dismiss the
Amended Counterclaim (Dkt. 16) is denied.

2.

Counter-Defendant Antech Diagnostics, Inc. shall file an answer to the
counterclaim within fourteen (14) days of this Order.

DONE and ORDERED in Tampa, Florida on October 4, 2017.

Copies furnished to:
Counsel/Parties of Record

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