Heartland Payment Systems, Inc. v. Central Pacific Bank
Filing
21
ORDER GRANTING PLAINTIFF HEARTLAND PAYMENT SYSTEM, INC.'S MOTION TO DISMISS COUNTERCLAIM 10 ; 13 ; 20 - Signed by CHIEF JUDGE SUSAN OKI MOLLWAY on 2/13/12. ("CPB is given leave to file an amended Counterclaim within 14 day s of the date of this order. The Clerk of the Court is ordered to terminate CPB's Motion for Leave to File Amended Counterclaim and to take that matter off the calendar for March 19, 2012.") (emt, )CERTIFICA TE OF SERVICEParticipants registered to receive electronic notifications received this document electronically at the e-mail address listed on the Notice of Electronic Filing (NEF). Participants not registered to receive electronic notifications were served by first class mail on the date of this docket entry
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF HAWAII
HEARTLAND PAYMENT SYSTEMS,
INC.,
)
)
)
Plaintiff,
)
)
vs.
)
)
CENTRAL PACIFIC BANK,
)
)
)
Defendant.
_____________________________ )
CIVIL NO. 11-00644 SOM/KSC
ORDER GRANTING PLAINTIFF
HEARTLAND PAYMENT SYSTEM,
INC.’S MOTION TO DISMISS
COUNTERCLAIM
ORDER GRANTING PLAINTIFF HEARTLAND
PAYMENT SYSTEM, INC.’S MOTION TO DISMISS COUNTERCLAIM
I.
INTRODUCTION.
This case arises out of an agreement between Plaintiff
Heartland Payment Systems, Inc. (“Heartland”), and Defendant
Central Pacific Bank (“CPB”), under which Heartland was to
provide credit and debit card transaction processing services to
merchants referred by CPB.
Heartland now alleges that, among
other things, CPB breached that agreement.
Counterclaim against Heartland.
CPB has filed a
Before the court is Heartland’s
Motion to Dismiss Counterclaim (“Motion”), which argues that CPB
has failed to properly plead its misrepresentation claims and to
properly format the Counterclaim.
The court GRANTS the Motion
and gives CPB leave to amend its Counterclaim within 14 days of
the date of this order.
II.
BACKGROUND.
CPB alleges that, in 2004, it entered into a marketing
agreement with Heartland, under which Heartland agreed to provide
merchant processing services to CPB’s customers.
2, ECF No. 6.
Counterclaim at
Under this arrangement, CPB was required to
exclusively refer customers to Heartland, and Heartland would pay
CPB a referral commission and a share of Heartland’s account
revenues.
Id.
In early 2007, Heartland allegedly presented CPB with a
new model providing for Heartland to refer one demand deposit
account to CPB for every two merchant account referrals by CPB to
Heartland.
Id.
CPB alleges that Heartland made the following
representations when presenting the proposed agreement:
When presenting the concept, Heartland
represented that its relationship with CPB
would be a “reciprocal relationship.”
Heartland claimed that CPB would benefit
as a result of Heartland’s “large and
valuable merchant base in Hawaii.”
Heartland further projected that CPB
would get 20 new demand deposit account
customers per month, and estimated that CPB
would get $72,000 annually in new demand
deposit revenue.
Id.
CPB alleges that, on May 21, 2008, it entered into the
relationship Heartland proposed, as documented in the Merchant
Services Marketing Agreement (the “Agreement”).
The Agreement
had a two-year term with a mechanism for automatic renewal absent
notice of termination provided 90 days before the expiration of
the Agreement.
Id. at 3.
2
CPB alleges that Heartland violated the Agreement by
failing to generate business and to infiltrate CPB’s customer
business base.
Id. at 4-5.
CPB alleges that, during the
Agreement period, CPB referred a total of 85 accounts to
Heartland, while Heartland referred 29 demand deposit accounts to
CPB.
Id. at 7.
According to CPB, despite meeting with Heartland
to discuss improving its efforts, CPB saw little to no
improvement.
Id. at 5.
CPB thereafter issued a request for
proposals to five merchant service providers, including
Heartland.
Id.
Heartland allegedly presented CPB with a written
proposal, but CPB requested additional information.
Id. at 6.
On February 16, 2011, CPB allegedly sent an email to Heartland,
stating that “we do not intend to renew the existing contract but
are still reviewing your new partnership proposal.”
requested another 30 days to complete its review.
Id.
Id.
CPB
CPB
ultimately selected another merchant services provider and
informed Heartland of its decision on March 29, 2011.
Id. at 7.
Heartland filed its Complaint against CPB, and CPB
thereafter filed its Counterclaim against Heartland.
filed the present Motion.
Heartland
Concurrently with its Opposition, CPB
filed a Motion for Leave to Amend Counterclaim, currently set for
hearing on March 19, 2012.
See Central Pacific Bank’s Mot. for
Leave to File Am. Counterclaim and to Number Paragraphs (“Motion
for Leave to Amend”), ECF No. 13.
3
Arguing that the Counterclaim
is sufficient on its face, the Motion for Leave to Amend
alternatively seeks leave of court to provide additional facts
relating to its intentional misrepresentation claim and to number
the paragraphs of the Counterclaim.
III.
See id.
STANDARD.
Under Rule 12(b)(6), a court is generally limited to
reviewing the contents of the complaint.
Sprewell v. Golden
State Warriors, 266 F.3d 979, 988 (9th Cir. 2001); Campanelli v.
Bockrath, 100 F.3d 1476, 1479 (9th Cir. 1996).
If matters
outside the pleadings are considered, the Rule 12(b)(6) motion is
treated as one for summary judgment.
See Keams v. Tempe Tech.
Inst., Inc., 110 F.3d 44, 46 (9th Cir. 1997); Anderson v.
Angelone, 86 F.3d 932, 934 (9th Cir. 1996).
However, courts may
“consider certain materials--documents attached to the complaint,
documents incorporated by reference in the complaint, or matters
of judicial notice--without converting the motion to dismiss into
a motion for summary judgment.”
F.3d 903, 908 (9th Cir. 2003).
United States v. Ritchie, 342
Documents whose contents are
alleged in a complaint and whose authenticity is not questioned
by any party may also be considered in ruling on a Rule 12(b)(6)
motion.
See Marder v. Lopez, 450 F.3d 445, 448 (9th Cir. 2006);
Knievel v. ESPN, 393 F.3d 1068, 1076 (9th Cir. 2005).
On a Rule 12(b)(6) motion to dismiss, all allegations
of material fact are taken as true and construed in the light
4
most favorable to the nonmoving party.
Fed’n of African Am.
Contractors v. City of Oakland, 96 F.3d 1204, 1207 (9th Cir.
1996).
However, conclusory allegations of law, unwarranted
deductions of fact, and unreasonable inferences are insufficient
to defeat a motion to dismiss.
Sprewell, 266 F.3d at 988.
Additionally, the court need not accept as true allegations that
contradict matters properly subject to judicial notice or
allegations contradicting the exhibits attached to the complaint.
Id.
Dismissal under Rule 12(b)(6) may be based on either:
(1) lack of a cognizable legal theory, or (2) insufficient facts
under a cognizable legal theory.
Balistreri v. Pacifica Police
Dept., 901 F.2d 696, 699 (9th Cir. 1988) (citing Robertson v.
Dean Witter Reynolds, Inc., 749 F.2d 530, 533-34 (9th Cir.
1984)).
To survive a Rule 12(b)(6) motion to dismiss, factual
allegations must be enough to raise a right to relief above the
speculative level, on the assumption that all the allegations in
the complaint are true even if doubtful in fact.
v. Twombly, 550 U.S. 544, 555 (2007)).
Bell Atl. Corp.
Accord Ashcroft v. Iqbal,
129 S. Ct. 1937, 1949 (2009) (Rule 8 “does not require ‘detailed
factual allegations,’ but it demands more than an unadorned,
the-defendant-unlawfully-harmed-me accusation”).
“While a
complaint attacked by a Rule 12(b)(6) motion to dismiss does not
need detailed factual allegations, a plaintiff’s obligation to
5
provide the ‘grounds’ of his ‘entitle[ment] to relief’ requires
more than labels and conclusions, and a formulaic recitation of
the elements of a cause of action will not do.”
U.S. at 555 (internal citations omitted).
Twombly, 550
The complaint must
“state a claim to relief that is plausible on its face.”
570.
Id. at
“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.”
Iqbal, 129 S. Ct. at 1949.
The Ninth Circuit has recently stated,
First, to be entitled to the presumption of
truth, allegations in a complaint or
counterclaim may not simply recite the
elements of a cause of action, but must
contain sufficient allegations of underlying
facts to give fair notice and to enable the
opposing party to defend itself effectively.
Second, the factual allegations that are
taken as true must plausibly suggest an
entitlement to relief, such that it is not
unfair to require the opposing party to be
subjected to the expense of discovery and
continued litigation.
Starr v. Baca, 652 F.3d 1202, 1216 (9th Cir. 2011).
Usually, a party’s pleading suffices provided it
contains “a short and plain statement of the claim showing that
the pleader is entitled to relief.”
Fed. R. Civ. P. 8(a)(2).
However, Rule 9(b) requires that, when fraud or mistake is
alleged, “a party must state with particularity the circumstances
constituting fraud or mistake.
Malice, intent, knowledge, and
6
other conditions of a person's mind may be alleged generally.”
Fed. R. Civ. P. 9(b).
A court treats a motion to dismiss under
Rule 9(b) like a motion to dismiss under Rule 12(b)(6):
A motion to dismiss a complaint or claim
“grounded in fraud” under Rule 9(b) for
failure to plead with particularity is the
functional equivalent of a motion to dismiss
under Rule 12(b)(6) for failure to state a
claim. If insufficiently pled averments of
fraud are disregarded, as they must be, in a
complaint or claim grounded in fraud, there
is effectively nothing left of the complaint.
In that event, a motion to dismiss under Rule
12(b)(6) would obviously be granted. Because
a dismissal of a complaint or claim grounded
in fraud for failure to comply with Rule 9(b)
has the same consequence as a dismissal under
Rule 12(b)(6), dismissals under the two rules
are treated in the same manner.
Vess v. Ciba-Geigy Corp. USA, 317 F.3d 1097, 1107 (9th Cir.
2003).
IV.
ANALYSIS.
A.
CPB Fails To Plead Intentional Misrepresentation With
Particularity.
In Count I of the Counterclaim, CPB asserts that
Heartland misrepresented certain facts when it entered into the
Agreement in 2007.
Heartland moves to dismiss the claim for
intentional misrepresentation on the ground that it was not pled
with particularity as required by Rule 9(b).
The Hawaii Supreme Court has referred to intentional
misrepresentation as interchangeable with fraudulent
misrepresentation.
See Ass’n of Apartment Owners of Newtown
7
Meadows ex rel. its Bd. of Dirs. v. Venture 15, Inc., 115 Haw.
232, 263, 167 P.3d 225, 256 (Haw. 2007).
To survive a motion to
dismiss, a plaintiff must allege that (1) false representations
were made by the defendant, (2) with knowledge of their falsity
(or without knowledge of their truth or falsity), (3) in
contemplation of plaintiff's reliance upon them, and that
(4) plaintiff detrimentally relied on them.
Hawaii’s Thousand
Friends v. Anderson, 70 Haw. 276, 286, 768 P.2d 1293, 1301
(1989).
The circumstances constituting the alleged fraud must be
pled with particularity.
Fed. R. Civ. P. 9(b).
Rule 9(b)’s
purposes are to provide defendants with adequate notice to allow
them to defend against a charge, to protect those whose
reputation would be harmed by an accusation of fraud, and to
prohibit plaintiffs from unilaterally imposing upon the court,
the parties, and society social and economic costs without some
factual basis.
Kearns v. Ford Motor Co., 567 F.3d 1120, 1125
(9th Cir. 2009).
An allegation of fraud is sufficient if it “identifies
the circumstances constituting fraud so that the defendant can
prepare an adequate answer from the allegations.”
Neubronner v.
Milken, 6 F.3d 666, 672 (9th Cir. 1993) (internal citations and
quotations omitted).
To sufficiently identify the circumstances
that constitute fraud, a plaintiff must identify such facts as
the times, dates, places, or other details of the alleged
8
fraudulent activity.
Id.
A plaintiff must plead these
evidentiary facts and must explain why the alleged conduct or
statements are fraudulent:
Averments of fraud must be accompanied by
“the who, what, when, where, and how” of the
misconduct charged. Cooper v. Pickett, 137
F.3d 616, 627 (9th Cir. 1997) (internal
quotation marks omitted). “[A] plaintiff
must set forth more than the neutral facts
necessary to identify the transaction. The
plaintiff must set forth what is false or
misleading about the statement, and why it is
false.” Decker v. GlenFed, Inc. (In re
GlenFed, Inc. Sec. Litig.), 42 F.3d 1541,
1548 (9th Cir. 1994).
Vess, 317 F.3d at 1106.
Allegations of fraud based on
information and belief do not satisfy Rule 9(b) if the factual
bases for the belief are not included.
Neubronner, 6 F.3d at
672.
At first glance, it appears that Count I fails to offer
more than the neutral elements of a claim.
In connection with
its claim for intentional misrepresentation, CPB states,
CPB incorporates by reference the
allegations contained in each of the
foregoing paragraphs.
Heartland made false representations to
CPB when presenting the Agreement to CPB and
in negotiations relating to the Agreement.
Heartland knew that such representations
were false, or was without knowledge of their
truth or falsity.
Heartland made these representations in
contemplation that CPB would rely on them and
to induce CPB to enter into the Agreement.
9
CPB relied on these representations to
its detriment, and has suffered compensatory
and actual damages in an amount to be proven
at trial.
Counterclaim at 7-8, ECF No. 6.
Count I is merely a formulaic recitation of the
elements of a fraud or intentional misrepresentation claim.
On
its own, Count I does not plead intentional misrepresentation
with particularity.
CPB does offer allegations earlier in the
Counterclaim that may identify the allegedly false statements
made by Heartland:
In early 2007, Heartland presented CPB
with a new model pursuant to which Heartland
would refer one demand deposit account to CPB
in exchange for CPB’s referral of who
merchant accounts to Heartland.
When presenting the concept, Heartland
represented that its relationship with CPB
would be a “reciprocal partnership.”
Heartland claimed that CPB would benefit
as a result of Heartland’s “large and
valuable merchant base in Hawaii.”
Heartland further projected that CPB
would get 20 new demand deposit account
customers per month, and estimated that CPB
would get $72,000 annually in new demand
deposit revenue.
Counterclaim at 2-3, ECF No. 6.
The court questions whether CPB may rely on facts
alleged in paragraphs preceding Count I, as opposed to being
limited to the specific facts alleged in Count I itself.
Some
courts have held that fraud claims fail to satisfy Rule 9(b)’s
10
heightened pleading requirement when they rely on shotgun1 or
puzzle2 pleadings.
See Wagner v. First Horizon Pharmaceutical,
Corp., 464 F.3d 1273, 1280 (11th Cir. 2006) (holding that a
complaint failed to satisfy Rule 9(b) because the facts in the
first 175 paragraphs of the complaint were not connected to the
otherwise generally pled claim, and sua sponte ordering
repleading under Rule 12(e) rather than dismissal); In re
Metropolitan Securities Litigation, 532 F. Supp. 2d 1260, 1279
(E.D. Wash. 2007) (stating, “A complaint is deficient for the
purposes of Rule 9(b) when it relies on ‘shotgun’ or ‘puzzle’
pleading,” and holding that the shotgun and puzzle pleading in
issue did not comply with Rule 9(b)); In re Autodesk, Inc.
Securities Litigation, 132 F. Supp. 2d 833, 842 (N.D. Cal. 2000)
(dismissing a fraud claim in part because the court was unwilling
to search through the fifty-one page complaint to determine
exactly what the alleged misleading statements were and to match
them with the reasons they were false or misleading).
This court, however, is unaware of any controlling
1
“Shotgun pleadings are those that incorporate every
antecedent allegation by reference into each subsequent claim for
relief or affirmative defense.” Wagner v. First Horizon
Pharmaceutical, Corp., 464 F.3d 1273, 1279 (11th Cir. 2006).
2
“[P]uzzle pleadings are those that require the defendant
and the court to match the statements up with the reasons they
are false or misleading.” In re Metropolitan Securities
Litigation, 532 F. Supp. 2d 1260, 1279 (E.D. Wash. 2007)
(citations omitted).
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authority on this point.
Although in In re GlenFed, Inc. Sec.
Litig., 42 F.3d 1541, 1548 n.7 (9th Cir. 1994), the Ninth Circuit
stated that a “complaint is not a puzzle,” and that it was
“loathe to allow plaintiffs to tax defendants, against whom they
have leveled very serious charges, with the burden of solving
puzzles in addition to the burden of formulating an answer to
their complaint,” the court held that the complaint in issue
satisfied the requirements of Rule 9(b) even though the
organization of the complaint made the nature of the fraud
“difficult to divine,” and the plaintiff’s counsel argued that
each paragraph was a “piece of [a] puzzle.”
Id. at 1554.
This court need not resolve the issue of whether puzzle
or shotgun pleadings satisfy Rule 9(b) because, even assuming
that such pleadings are permissible, Count I does not satisfy
Rule 9(b)’s heightened pleading standard.
An actionable false representation is usually based on
a representation of fact.
See Shoppe v. Gucci Am., Inc., 94 Haw.
368, 385, 14 P.3d 1049, 1067 (Haw. 2000) (“Where
misrepresentations are made to form the basis of relief, they
must be shown to have been made with respect to a material fact
which was actually false and not the occurrence of a future
event.” (quoting Stahl v. Balsara, 60 Haw. 144, 148, 587 P.2d
1210, 1214 (Haw. 1978))).
However, the three allegedly false
representations pertain to predictions or future events, and CPB
12
does not offer any support for the proposition that these
statements were false factual representations.
See Def. Central
Pacific Bank’s Mem. in Opp’n to Pl. Heartland Payment Systems,
Inc.’s Mot. to Dismiss (“Opposition”) at 6-7, ECF No. 12.
First, Heartland’s alleged statement that “its
relationship with CPB would be a ‘reciprocal partnership’” is
merely a promise or prediction of the future state of a
relationship.
CPB does not allege that Heartland misrepresented
any fact relating to a then-existing relationship.
Rather, CPB
seems to imply that Heartland breached the agreement by “failing
to reciprocate in any meaningful way” and taking “no steps
necessary to infiltrate CPB’s customer base.”
Although these
allegations may relate to a breach of contract claim, they do not
lend support to a claim for misrepresentation.
Second, Heartland’s alleged statement that “CPB would
benefit as a result of Heartland’s ‘large and valuable merchant
base in Hawaii’” likewise does not allege a factual
misrepresentation, instead offering a prediction.
If CPB takes
issue with Heartland’s representation that it had a “large and
valuable merchant base,” it fails to allege in the Counterclaim,
or explain in its Opposition, what makes this statement false.
Finally, Heartland merely “projected” the number of new
customers and “estimated” annual revenue.
As these statements
clearly are predictions of future events, not misstatements of
13
existing fact, CPB cannot base a claim for misrepresentation on
such statements.
Aside from a rote recitation of the elements of a fraud
or misrepresentation claim, CPB fails to plead with particularity
what false statements Heartland made and why they were false.
The court thus grants the Motion with leave for CPB to amend its
Counterclaim to more particularly plead Count I.
Although it did not do so in the Counterclaim, CPB
indicates that it is able to identify the specific Heartland
employee(s) who allegedly made the false statements, and the
circumstances under which the statements were made.
for Leave to Amend at 4, ECF No. 13.
to clarify CPB’s claim.
See Motion
Such information might help
The court gives CPB leave to amend its
Counterclaim to sufficiently plead Count I.
B.
CPB Fails To Plead Negligent Misrepresentation.
In Count II of the Counterclaim, CPB alleges negligent
misrepresentation.
In a negligent misrepresentation claim,
Hawaii law requires that “(1) false information be supplied as a
result of the failure to exercise reasonable care or competence
in communicating the information; (2) the person for whose
benefit the information is supplied suffered the loss; and
(3) the recipient relies upon the misrepresentation.”
Blair v.
Ing, 95 Haw. 247, 269, 21 P.3d 452, 474 (2001) (citing
Restatement (Second) of Torts § 552).
14
See Peace Software, Inc.
v. Hawaiian Elec. Co., Inc., No. 09-00408, 2009 WL 3923350 at *6
(D. Haw. Nov. 17, 2009) (relying on Blair for the Hawaii standard
for negligent misrepresentation).
A negligent misrepresentation
claim does not require intent and accordingly is not subject to
Rule 9(b).
See Peace Software, Inc., 2009 WL 3923350 at *8; see
also Bush v. Rewald, 619 F. Supp. 585, 608 (D. Haw. 1985)
(holding that “[s]ince the common-law negligent misrepresentation
count need not be pled with particularity under Rule 9(b),
defendants' motion to dismiss [was] denied”).
Although not subject to the heightened pleading
standard under Rule 9(b), negligent misrepresentation is subject
to Rule 8, which requires a “short and plain statement of the
claim showing that the pleader is entitled to relief.”
Civ. P. Rule 8(a)(2).
Fed. R.
The court construes Heartland’s motion to
dismiss CPB’s negligent misrepresentation claim as brought under
Rule 12(b)(6) and as claiming a failure to satisfy Rule 8.
Even under Rule 8’s more liberal pleading standard,
CPB’s claim is not sufficiently pled.
In Count II of the
Counterclaim, CPB merely offers a formulaic recitation of the
elements of a claim:
In the course of business transactions
between CPB and Heartland, Heartland supplied
false information to CPB as a result of its
failure to exercise reasonable care or
competence in communicating the information.
As a result of CPB’s reliance on
Heartland’s misrepresentations, CPB has
15
suffered pecuniary damages in an amount to be
proven at trial.
Counterclaim at 8, ECF No. 6.
The court assumes that Count II is
based on the same factual allegations as Count I.
As previously
noted in the discussion of Count I, CPB does not identify what
false information Heartland gave to CPB.
The only identified
statements either pertain to future occurrences, or were not pled
as false.
The Counterclaim is devoid of any factual allegation
lending support to a claim of negligent misrepresentation.
under Rule 8’s pleading standard, the claim is dismissed.
Even
The
court gives CPB leave to amend its Counterclaim to sufficiently
plead Count II.
C.
CPB’s Failure To Number Its Paragraphs Violates Rule
10(b).
Heartland complains that the format of CPB’s
Counterclaim makes it difficult to properly answer the
allegations contained therein.
Rule 10(b) of the Federal Rules
of Civil Procedure states, in pertinent part:
(b) Paragraphs; Separate Statements. A party
must state its claims or defenses in numbered
paragraphs, each limited as far as
practicable to a single set of circumstances.
A later pleading may refer by number to a
paragraph in an earlier pleading.
Fed. R. Civ. P. 10(b) (2007).
“The purpose of the requirement in
Federal Rule 10(b) that each paragraph in a pleading may be
numbered is to provide an easy mode of identification for
referring to a particular paragraph in a prior pleading or for
16
cross-referencing within a single pleading.
However, a pleading
that is comprehensive and presents no interpretive difficulties
to the parties or the district court because of its form is not
rendered insufficient because of the absence of numbers before
each paragraph.”
See 5A Charles Alan Wright & Arthur R. Miller,
Federal Practice & Procedure § 1323 (Civil 3d ed. 1998).
Although an answer to the Counterclaim in its present
form may not be “unworkable,” the court recognizes that it may be
difficult.
CPB concedes that it “inadvertently failed to number
each paragraph” and seeks leave to amend the Counterclaim to add
numbering.
See Motion for Leave to Amend at 2, ECF No. 13.
To
aid the court and Heartland in addressing the Counterclaim, the
count gives CPB leave to amend its Counterclaim to add paragraph
numbers in compliance with Rule 10(b).
V.
CONCLUSION.
CPB fails to plead intentional misrepresentation in
accordance with Rule 9(b) or negligent misrepresentation in
accordance with Rule 8.
CPB’s failure to number the paragraphs
in its Counterclaim also makes it difficult for the court and
Heartland to refer to the issues contained therein.
to Dismiss is therefore GRANTED.
The Motion
CPB is given leave to file an
amended Counterclaim within 14 days of the date of this order.
The Clerk of the Court is ordered to terminate CPB’s Motion for
Leave to File Amended Counterclaim and to take that matter off
17
the calendar for March 19, 2012.
IT IS SO ORDERED.
DATED: Honolulu, Hawaii, February 13, 2012.
/s/ Susan Oki Mollway
Susan Oki Mollway
Chief United States District Judge
Heartland Payment Systems, Inc. v. Central Pacific Bank, Civ. No. 11-00644 SOM/KSC;
ORDER GRANTING PLAINTIFF HEARTLAND SYSTEMS, INC.’S MOTION TO DISMISS COUNTERCLAIM
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