Gentry Technology of SC Inc v. Baptist Health South Florida Inc
ORDER AND OPINION granting 46 Motion for Summary Judgment; denying as moot 36 Motion to Strike ; denying as moot 41 Motion to Compel; denying as moot 48 Motion to Compel. Signed by Honorable J Michelle Childs on 2/3/2016.(asni, )
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF SOUTH CAROLINA
Gentry Technology of S.C., Inc.,
Baptist Health South Florida, Inc.,
Civil Action No. 1:14-cv-02127-JMC
ORDER AND OPINION
Plaintiff Gentry Technology of S.C., Inc. (“Gentry”), filed the instant action against
Defendant Baptist Health South Florida, Inc. (“Baptist”), seeking to recover monetary damages
for allegedly unreimbursed communications engineering services.1
This matter is before the court on Baptist’s Renewed Motion for Summary Judgment
(ECF No. 46) pursuant to Fed. R. Civ. P. 56, which Motion is opposed by Gentry (ECF No. 54).2
For the reasons set forth below, the court GRANTS Baptist’s Renewed Motion for Summary
JURISDICTION AND VENUE
The court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a) because the
The court observes that this is the second action by Gentry against Baptist filed in the District
of South Carolina. On May 20, 2011, Gentry filed a Complaint in Gentry Tech. of S.C., Inc. v.
Baptist Health S. Fla., Inc., C/A No. 1:11-cv-01232-TLW (D.S.C. May 20, 2011) (“Gentry 1”),
alleging breach of contract (Count 1) and unjust enrichment (Count 2). Id. at ECF No. 1.
Thereafter, on May 21, 2014, the court granted Baptist’s Motion to Dismiss (id. at ECF Nos. 71)
and dismissed Gentry 1 without prejudice for lack of subject matter jurisdiction. Gentry Tech. of
S.C., Inc. v. Baptist Health S. Fla., Inc., C/A No. 1:11-cv-01232-JMC, 2014 WL 2118096, at *3
(D.S.C. May 21, 2014)
2 Additionally, there are pending before the court the following Motions regarding discovery: (1)
Baptist’s Motion to Strike Plaintiff’s Expert Disclosures and Expert Witness (ECF No. 36),
Baptist’s Motion to Compel (ECF No. 41), and Gentry’s Motion to Compel (ECF No. 48).
Although Baptist’s Motion to Strike was filed before any of the other Motions, the court shall
address Baptist’s Motion for Summary Judgment first as resolution of such Motion may moot all
other pending matters.
action is between citizens of different states and the amount in controversy is in excess of
$75,000.00. (See ECF No. 5 at 1 ¶¶ 1–4.) More specifically, Gentry is a South Carolina
corporation with its principal place of business in South Carolina (ECF No. 5 at 1 ¶ 1); Baptist is
a Florida non-profit corporation with its principal place of business in Miami-Dade County,
Florida (id. at ¶ 2; see also ECF No. 22 at 1 ¶ 2); and the court is satisfied that the amount in
controversy exceeds $75,000.00 (ECF No. 5 at 3–9). The court is also satisfied that venue
between Gentry and Baptist is still proper in the United States District Court for the District of
South Carolina. See Gentry Tech. of S.C., Inc. v. Baptist Health S. Fla., Inc., C/A No. 1:11-cv01232-TLW, 2012 WL 847540, at *6 (D.S.C. Mar. 13, 2012) (“Baptist asserts this Court is an
improper venue because the sole defendant has its principal place of business in Miami, Florida
and the location of the alleged acts giving rise to the plaintiff's claims is Miami, Florida . . . .
However, after careful consideration and based on the contacts described in connection with the
Court’s finding that sufficient minimum contacts exist, the Court concludes that a substantial part
of the alleged events or omissions giving rise to . . . [Gentry’s] claims occurred in South Carolina
. . . . Therefore, this Court is a proper venue for this lawsuit.”)
RELEVANT BACKGROUND TO PENDING MOTION
Gentry is a South Carolina corporation that provides communications engineering
services. (ECF No. 46-5 at 9:21–10:14.) Robert Taylor (“Taylor”) is Gentry’s President, its sole
beneficial owner, and its only employee. (Id. at 8:11–17 & 10:15–19.) Baptist “is a Florida notfor-profit healthcare corporation with its principal place of business in Miami-Dade County,
Florida.” (ECF No. 46-6 at 2 ¶ 2.)
On April 1, 2007, the parties entered into a contract3 whereby Gentry agreed to provide a
The parties agreed to an amended contract on January 1, 2008. (ECF No. 5 at 2 ¶ 9.)
digital satellite distribution system (“DSDS”) to Baptist at certain facilities in Miami, Florida.
(ECF No. 5 at 2 ¶ 8; ECF No. 46-5 at 65–75.) The alleged purpose of the DSDS was to allow
Baptist to acquire, receive, and distribute programming services at its hospital facilities. (Id.)
The parties’ agreement obligated Gentry to perform “any and all services, required to design,
install, implement, maintain, upgrade, and repair the [DSDS] system.” (ECF No. 46-5 at 20:2–6
& 66 ¶ 5.) The equipment for the DSDS was referred to as “headends.” (Id. at 25:3–11.) Gentry
installed 6 headends at Baptist’s facilities. (Id. at 22:4–10.)
The agreement of the parties was for a 3-year term, effective retroactively as of October
1, 2006, and allowed for renewal for 3 successive 3-year terms unless one of the parties provided
written notice of termination 90 days prior to the expiration of each term. (ECF No. 5 at 2 ¶ 10.)
The contract was automatically renewed on October 1, 2009. (Id. at ¶ 12.) Gentry contends that
Baptist materially breached the contract subsequent to its renewal. (Id. at 3 ¶ 20–4 ¶ 23.)
Gentry commenced the instant action on June 2, 2014, alleging breach of contract (Count
1) and unjust enrichment (Count 2). (ECF No. 1 at 2–5.) Gentry filed a First Amended
Complaint on June 4, 2014, which filing was permitted by Fed. R. Civ. P. 15(a)(1)(A). (ECF
No. 5.) In the First Amended Complaint, Gentry alleged claims for breach of contract (Count 1);
unjust enrichment, conversion, theft of services, and fraudulent concealment (Count 2); and civil
conspiracy (Count 3). (Id. at 2–8.) On March 17, 2015, the court entered an Order that granted
in part Baptist’s Motion to Dismiss (ECF No. 7), denied Baptist’s initial Motion for Summary
Judgment (id.), and dismissed Gentry’s claims for breach of contract, conversion, theft of
services, and fraudulent concealment. (See ECF No. 21 at 24.) As a result, the parties proceeded
to discovery on Gentry’s remaining claims for unjust enrichment and civil conspiracy.
Thereafter, Baptist filed its Renewed Motion for Summary Judgment (ECF No. 46) on
September 28, 2015. Gentry filed a Response in Opposition to Baptist’s Renewed Motion for
Summary Judgment (ECF No. 54) on October 19, 2015, to which Baptist filed a Reply in
Support of Its Renewed Motion for Summary Judgment (ECF No. 62) on November 2, 2015.
On November 10, 2015, the court held a hearing (ECF No. 65) on the pending Motion.
Summary judgment should be granted “if the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.
R. Civ. P. 56(a). A fact is “material” if proof of its existence or non-existence would affect the
disposition of the case under the applicable law. Anderson v. Liberty Lobby Inc., 477 U.S. 242,
248–49 (1986). A genuine question of material fact exists where, after reviewing the record as a
whole, the court finds that a reasonable jury could return a verdict for the nonmoving party.
Newport News Holdings Corp. v. Virtual City Vision, 650 F.3d 423, 434 (4th Cir. 2011).
In ruling on a motion for summary judgment, a court must view the evidence in the light
most favorable to the non-moving party. Perini Corp. v. Perini Constr., Inc., 915 F.2d 121, 12324 (4th Cir. 1990). The non-moving party may not oppose a motion for summary judgment with
mere allegations or denials of the movant’s pleading, but instead must “set forth specific facts”
demonstrating a genuine issue for trial. Fed. R. Civ. P. 56(e); see Celotex Corp. v. Catrett, 477
U.S. 317, 324 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986); Shealy v.
Winston, 929 F.2d 1009, 1012 (4th Cir. 1991). All that is required is that “sufficient evidence
supporting the claimed factual dispute be shown to require a jury or judge to resolve the parties’
differing versions of the truth at trial.”
Anderson, 477 U.S. at 249.
speculation . . . is not enough to defeat a summary judgment motion.” Ennis v. Nat’l Ass’n of
Bus. & Educ. Radio, Inc., 53 F.3d 55, 62 (4th Cir. 1995). A party cannot create a genuine issue
of material fact solely with conclusions in his or her own affidavit or deposition that are not
based on personal knowledge. See Latif v. The Community College of Baltimore, No. 08-2023,
2009 WL 4643890, at *2 (4th Cir. Dec. 9, 2009).
The Parties’ Arguments
Baptist moves for summary judgment on Gentry’s claims for unjust enrichment and civil
conspiracy.4 First, Baptist argues that the unjust enrichment claim is barred by the applicable 3year statute of limitations in South Carolina. (ECF No. 46 at 18 (citing S.C. Code Ann. § 15-3530(1)).) Baptist further argues that “[e]ven if the Court were to reject Baptist’s statute-oflimitations defense, summary judgment still would be proper on Gentry’s unjust enrichment
claim because (1) Gentry cannot pursue an unjust enrichment claim, as an express written
contract exists concerning the relevant subject matter; (2) Gentry cannot use unjust enrichment to
revive its time-barred breach-of-contract claim and (3) Baptist has not been unjustly enriched.”
(Id. at 24–25.) In summary, Baptist asserts that “it is undisputed that the parties had a valid,
written contract” and it is further “undisputed that Baptist paid Gentry for all the work Gentry
performed for Baptist.” (Id. at 25–26.) Accordingly, Baptist contends it is entitled to summary
judgment on Gentry’s unjust enrichment claim.
Before addressing the claims specifically, Baptist first addressed conflict of laws issues.
Baptist stated its agreement with the court’s prior observation (see ECF No. 21 at 21) that
because Gentry invoked the court’s diversity jurisdiction pursuant to 28 U.S.C. § 1332, the
statute of limitations of the forum state, South Carolina, was applicable to Gentry’s claims.
(ECF No. 46 at 16.) However, Baptist contends that Florida substantive law defines the elements
of each claim because “the law of the place of performance governs” a quasi-contractual claim
like unjust enrichment and for tort claims, South Carolina applies the doctrine of lex loci delicti,
i.e., “the law of the place where the injury was inflicted.” (ECF No. 46 at 17 (citing, e.g., Baja,
Inc. v. Auto. Testing & Dev. Serv., Inc., No. 8:13-CV-02057-GRA, 2014 WL 2155088, at *1
(D.S.C. May 22, 2014); Moore v. Novo Nordisk, Inc., Case No. CIV.A. 1:10-2182-MBS, 2011
WL 1085650, at *3 (D.S.C. Feb. 10, 2011)).)
As to Gentry’s civil conspiracy claim, Baptist argues that the claim is time-barred
because the applicable statute of limitations in South Carolina is 3 years. (Id. at 18 (citing S.C.
Code Ann. § 15-3-530(5)) & 26.) Baptist further argues that the civil conspiracy claim fails
under either (1) Florida law because the claim is not tied to a viable, legally-actionable
underlying tort (id. at 27 (citing, e.g., U.S. ex rel. Crenshaw v. Degayner, 622 F. Supp. 2d 1258,
1284 (M.D. Fla. 2008) (granting summary judgment in favor of defendant on civil conspiracy
claim because plaintiff failed to establish an underling tort))); or (2) South Carolina law because
the claim lacks an allegation of the requisite special damages in that the First Amended
Complaint “combines damages from all counts in a single paragraph” (quoting Benedict Coll. v.
Nat’l Credit Sys., Inc., 735 S.E.2d 518, 522 (S.C. Ct. App. 2012) (“Thus, dismissal of a claim for
civil conspiracy is appropriate when ‘a plaintiff merely repeats the damages from another claim
instead of specifically listing special damages as part of their civil conspiracy claim.’”) (citation
omitted)). (ECF No. 46 at 27–28.) Finally, Baptist argues that the civil conspiracy claim fails as
a matter of law because there is no evidence in the record of an agreement between it and third
parties to combine for the purpose of harming Gentry. (Id. at 29.)
Gentry opposes Baptist’s Motion for Summary Judgment. First, Gentry asserts that one
aspect of its unjust enrichment claim – Baptist’s use of the headend system at West Kendall
Hospital - was discovered less than 3 years prior to the filing of the Amended Complaint. (ECF
No. 54 at 4.) As support for this position, Gentry offers the following explanation:
Gentry provided two types of design services relevant to West Kendall; one for a
headend system and one for the internal wiring (“electrical and cable system”).
The headend system design was provided to Baptist but the internal wiring design
was never completed. At the time of the original Complaint, Gentry sought
compensation under an unjust enrichment claim for the many hours it had spent
designing the internal wiring for West Kendall. The Amended Complaint
includes a new claim for the use of Gentry’s headend system at West Kendall.
This use was discovered less than three years prior to the Amended Complaint.
As to its claim for civil conspiracy, Gentry asserts that it did not discover that Baptist
“had entered into improper agreements which threatened this core business asset until Baptist’s
discovery responses in August 2012.” (Id. at 7.) Specifically, Gentry asserts that Baptist made
“improper agreements not only with digital signal providers (e.g., SEVA/DirectTV), but also
with another company to provide and install digital system equipment in Baptist[’s] facilities.”
(Id. at 8.) Gentry further asserts that documents received in discovery establish that Baptist was
(1) “clearly negotiating with Bernhard [Communications, Inc.] (and perhaps others) in the Fall of
2009 to usurp Gentry’s exclusive rights (beyond simply who provided the signals through its
system)” and (2) “allowing a competitor of Gentry access to Gentry’s proprietary headends,
including access to the notebooks which contained everything necessary for a competitor to copy
Gentry’s design.” (Id. at 9.) Gentry also asserts that Baptist’s failure to respond to discovery
regarding the identity and scope of work of other digital services providers has prevented Gentry
from being able to name all of Baptist’s alleged co-conspirators. (Id. at 11.)
In Reply, Baptist asserts that Gentry failed to address the following bases for summary
judgment: “(1) that Gentry’s unjust enrichment claim must fail because the parties have an
express, written contract; (2) that Baptist has not been unjustly enriched because it paid Gentry
for all services provided; (3) that Gentry’s civil conspiracy claim fails under Florida law because
Gentry has not proven a requisite underlying tort; or (4) that Gentry’s civil conspiracy claim fails
under South Carolina law because Gentry has not identified any requisite special damage.”
(ECF No. 62 at 2.) In addition, Baptist asserts that Gentry’s claim that it discovered the West
Kendall designs and Baptist’s arrangement with Bernhard Communications in 2012 relies on an
affidavit from Robert Taylor, Plaintiff's principal, which contradicts his deposition testimony.
(Id. at 3.) In any event, Baptist argues that its relationship with Bernhard Communications did
not involve any attempt to harm Plaintiff. (Id. at 6.)
The Court’s Review
1. Choice of Substantive Law
The court first addresses the choice of law issue. “It is well settled that a federal court
sitting in diversity [pursuant to 28 U.S.C. § 1332] applies the conflict of laws provisions of the
forum state, here South Carolina, . . .” Thornton v. Cessna Aircraft Co., 886 F.2d 85, 87 (4th
Cir. 1989) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., Inc., 313 U.S. 487, 496 (1941)). “Under
South Carolina law when an action is brought in one jurisdiction for a tort which caused injury in
another jurisdiction, the substantive law is determined by the law of the state in which the injury
occurred and procedural matters by the law of the forum.” Id. (citing, e.g., Algie v. Algie, 198
S.E.2d 529, 530 (S.C. 1973)). “In contract actions, South Carolina courts apply the substantive
law of the place where the contract at issue was formed . . . where a contract’s formation,
interpretation, or validity is at issue.” Witt v. Am. Trucking Ass’ns., Inc., 860 F. Supp. 295, 300
“However, where performance is at issue, . . . the law of the place of
performance governs.” Id. (citation omitted). Therefore, Florida’s substantive law is applicable
to Gentry’s claims for unjust enrichment and civil conspiracy.
2. Statute of Limitations
In its prior Order entered on March 17, 2015, the court found that South Carolina’s 3year statute of limitations under S.C. Code Ann. §§ 15-3-530(1), 530(5) (2014), was applicable
to Gentry’s claims. (See ECF No. 21 at 21 (citing Fiberlink Commc’ns Corp. v. Magarity, 24 F.
App’x 178, 181 (4th Cir. 2001) (“When exercising jurisdiction over claims arising under state
law, federal courts look to the law of the forum state to determine the applicable statute of
limitations.”); Coe v. Thermasol, Ltd., 785 F.2d 511, 514 n.5 (4th Cir. 1986) (“[F]ederal courts
sitting in diversity apply the forum state’s statute of limitations.”)).) The court then dismissed
Gentry’s claims for breach of contract and conversion as time-barred, but did not dismiss
Gentry’s claims for unjust enrichment and civil conspiracy based on the allegations in the First
Amended Complaint. (Id. at 23.) In its Renewed Motion for Summary Judgment, Baptist moves
the court to find that Gentry’s claims for unjust enrichment and civil conspiracy are time-barred
pursuant to South Carolina’s 3-year statute of limitations.
After viewing the evidence in the light most favorable to Gentry as is required under Fed.
R. Civ. P. 56, the court is not persuaded that Gentry’s claims are foreclosed based on evidence
that its unjust enrichment claim was discovered in late 2011 or early 2012 and its civil
conspiracy claim was discovered in August 2012. See, e.g., Manios v. Nelson, Mullins, Riley &
Scarborough, LLP, 697 S.E.2d 644, 654 (S.C. Ct. App. 2010) (“If there is conflicting evidence as
to whether a claimant knew or should have known he or she had a cause of action, the question is
one for the jury.”); Maher v. Tietex Corp., 500 S.E.2d 204, 207 (S.C. Ct. App. 1998) (“The jury
must resolve conflicting evidence as to whether a claimant knew or should have known he had a
cause of action.”) (Citation omitted). As a result, the court denies Baptist’s Renewed Motion for
Summary Judgment on statute of limitations grounds.
3. Unjust Enrichment
As the basis for Gentry’s unjust enrichment claim, Taylor asserts that “in late 2011 or
early 2012” he witnessed Baptist’s unauthorized use of Gentry’s proprietary external headend
design specifications at Baptist’s hospital facility at West Kendall, which equipment had to have
been installed by either Baptist or another company hired by Baptist. (ECF No. 54-1 at 2 ¶¶ 5–
6.) Moreover, Taylor contends that “Baptist . . . offered no compensation for this use of Gentry’s
property” even though “[t]he design and engineering of a system for West Kendall (or any
other Baptist facility) was for the installation of a system by Gentry, and Gentry was to be paid
for the provision of digital signal services through that proprietary system pursuant to the
existing contract with Baptist.” (Id. at ¶ 6.)
In its Renewed Motion for Summary Judgment, Baptist argues that Gentry’s unjust
enrichment claim is unavailable because “the parties’ relationship is governed by an express,
written contract.” (ECF No. 62 at 11.) Baptist further argues that the unjust enrichment claim
cannot be used to maintain Gentry’s “previously-dismissed breach-of-contract claim . . . .” (Id.)
Under Florida Law, “[t]he elements of an unjust enrichment claim are ‘a benefit
conferred upon a defendant by the plaintiff, the defendant’s appreciation of the benefit, and the
defendant’s acceptance and retention of the benefit under circumstances that make it inequitable
for him to retain it without paying the value thereof.’” Fla. Power Corp. v. City of Winter Park,
887 So. 2d 1237, 1241 n.4 (Fla. 2004) (quoting Ruck Bros. Brick, Inc. v. Kellogg & Kimsey,
Inc., 668 So. 2d 205, 207 (Fla. 2d Dist. Ct. App. 1995)). However, an “unjust enrichment claim
[is] precluded by the existence of an express contract between the parties concerning the same
subject matter.” Diamond “S” Dev. Corp. v. Mercantile Bank, 989 So. 2d 696, 697 (Fla. 1st
Dist. Ct. App. 2008). In this regard, a party may plead in the alternative for relief under an
express contract and for unjust enrichment, but the party’s theory of unjust enrichment drops out
under Florida law when an express contract is proven. See ThunderWave, Inc. v. Carnival
Corp., 954 F. Supp. 1562, 1565–66 (S.D. Fla. 1997) (“Under Florida law, a party may
simultaneously allege the existence of . . . [a] contract and seek equitable relief under the theory
of unjust enrichment . . . . However, upon a showing that an express contract exists, the quasicontract claim fails.”) (citation omitted).
Upon review, the court observes that Gentry verified the validity of its contract with
Baptist in its unjust enrichment evidentiary presentation. For example, Taylor expressly states
that the contract required Baptist to pay Gentry for the DSDS at West Kendall. (See ECF No.
54-1 at 2 ¶ 6.) In consideration of the foregoing, the court finds that there is consensus in the
record that the parties’ contractual agreement governs the subject of their dispute. Therefore,
because Gentry and Baptist were governed by an express contract covering the same subject
matter as the unjust enrichment claim and because neither party contests the existence of the
agreement, Baptist is entitled to summary judgment on Gentry’s unjust enrichment claim.
4. Civil Conspiracy
Gentry alleges Baptist’s involvement in a 2-pronged civil conspiracy that violated their
contract: Prong 1 relates to Baptist’s alleged entry into agreements with satellite signal providers
such as SEVA/DirecTV; and Prong 2 involves Baptist’s attempts to replace Gentry with other
companies specializing in digital system equipment design and engineering like Bernhard
(ECF No. 54 at 7.)
As a basis for its Renewed Motion for Summary
Judgment, Baptist asserts that it is entitled to summary judgment on Gentry’s civil conspiracy
claim because there is no requisite underlying tort. (ECF No. 62 at 12.)
Under Florida law, “[a] civil conspiracy requires (a) an agreement between two or more
parties, (b) to do an unlawful act or to do a lawful act by unlawful means, (c) the doing of some
overt act in pursuance of the conspiracy, and (d) damage to plaintiff as a result of the acts done
under the conspiracy.” Raimi v. Furlong, 702 So. 2d 1273, 1284 (Fla. 3d Dist. Ct. App. 1997)
(citation omitted). Additionally, “actionable civil conspiracy must be based on an existing
independent wrong or tort that would constitute a valid cause of action if committed by one
actor.” Williams Elec. Co., Inc. v. Honeywell, Inc., 772 F. Supp. 1225, 1239 (N.D. Fla. 1991)
(citation omitted). Notwithstanding the foregoing, “Florida courts recognize an independent
claim of civil conspiracy, i.e., without the need for an underlying tort, only when it is established
that the conspirators had the power of coercion through numbers or their economic influence.”
Carles Constr., Inc. v. Travelers Cas. & Sur. Co. of Am., 56 F. Supp. 3d 1259, 1281 (S.D. Fla.
2014) (citation omitted).
Upon review, the court observes that Gentry’s arguments and/or evidentiary submissions
do not establish the tort that forms the basis for its civil conspiracy claim. Moreover, Gentry has
not cited to case law suggesting that an unjust enrichment claim is an actionable underlying tort
under Florida law. Contra Brandt v. Pub. Health Trust of Miami-Dade Cnty., No. 10-22376CIV, 2010 WL 4062798, at *1 (S.D. Fla. Oct. 15, 2010) (“[An] unjust enrichment claim is
neither a tort, nor one of the enumerated tort actions at law. Unjust enrichment is a quasicontractual cause of action, not a tort.”) Therefore, because there is neither evidence of a viable
underlying tort against Baptist nor evidence of its power of coercion by numbers or economic
influence, Gentry’s civil conspiracy claim fails as a matter of law.
For the foregoing reasons, the court GRANTS Baptist Health South Florida, Inc.’s
Renewed Motion for Summary Judgment (ECF No. 46). As a result of the aforementioned, the
court DENIES AS MOOT Baptist’s Motion to Strike Plaintiff’s Expert Disclosures and Expert
Witness (ECF No. 36), Baptist’s Motion to Compel (ECF No. 41), and Gentry’s Motion to
Compel (ECF No. 48).
IT IS SO ORDERED.
United States District Court Judge
February 3, 2016
Columbia, South Carolina
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