The opinion of the court was delivered by: Judge Robert W. Gettleman
MEMORANDUM OPINION AND ORDER
Plaintiff, Strategic Reimbursement, Inc. brought a four count complaint against defendant, HCA Inc., in the Circuit court of Cook County, Illinois, alleging breach of an express contract, breach of an implied in fact contract, unjust enrichment, and breach of the Illinois Consumer Fraud and Deceptive Business Practices Act ("ICFA"), 815 ILCS 505/1 et. seq., in counts I through IV, respectively. Defendant removed the case to this court on diversity grounds, moved to dismiss the first three counts for failure to state a claim under Fed.R.Civ.P. 12(b)(6), and then moved to dismiss Count IV for failure to state a claim under Fed.R.Civ.P. 12(b)(6), and for failure to plead fraud with the particularity required under Fed.R.Civ.P. 9(b). For the reasons below the motion is denied in part and granted in part.
Plaintiff, Strategic Reimbursement, Inc. ("SRI"), is an Illinois corporation that provides management and consulting services. SRI assumed all the rights and obligations of Strategic Reimbursement Services Inc. ("SRS") in June of 2000 after SRS was involuntarily dissolved. As alleged in the complaint, defendant, HCA, Inc., is a Tennessee corporation that provides health care services. Defendant is the successor in interest to both Galen Health Care, Inc. ("Galen") and Columbia Hospital Corporation ("Columbia"), and is responsible for all debts and obligations of the aforementioned companies.
Plaintiff entered into a written contract with Galen on July 23, 1995, ("Phase I Contract") to identify additional reimbursement through the application of Medicare for a fee of 25% of any reimbursement generated after the cost report settlement by an intermediary. Plaintiff also entered into a written contract with Columbia/HCA on October 18, 1995 ("Phase II Contract") for the same purpose.
Plaintiff reviewed various hospitals operated by defendant and identified additional reimbursements due to defendant from Medicare. Plaintiff reviewed approximately 102 hospitals for six years and identified over 700 positive issues for reimbursement worth $31,118,066.00. As part of this process, plaintiff used defendant's cost reports, financial statements, and other hospital related data to calculate and find the additional reimbursement from the Government due to defendant. After these costs were settled under the Phase I and Phase II contracts, plaintiff sought payment of $7,779,667.00, representing 25% of the $31,118,066.00 reimbursement. Defendant refused to pay it, stating that it never received any "actual Medicare monies" per the cost reports as a result of plaintiff's contractual activities.
During the time period that plaintiff was performing its obligations under the contracts, the United States Government sued defendant for approximately $1,000,000,000.00, alleging systemic fraud by defendant concerning government reimbursements. According to plaintiff, defendant used plaintiff's work to settle that suit, saving defendant $800,000,000.00.
Count I-Breach of Contract
In Count I plaintiff alleges that defendant breached the Phase I and Phase II contracts by refusing to pay. Defendant has moved to dismiss this count for failure to state a claim, arguing that plaintiff has not and cannot allege that any reimbursement was "generated." Further, defendant asserts that plaintiff's complaint is faulty because it does not allege that an "Intermediary actually settled the Government's fraud claim against [defendant]" and, therefore, a condition of the contract was not met. The fee provisions of the two contracts state in relevant part: "The fee for this review will be 25% of any additional reimbursement generated. Such fees will be payable upon the completion and settlement of the cost reports and/or issues by the intermediary." Defendant argues that because the conditions of the contract were not met and because plaintiff did not allege certain conditions in the contract, it has no basis for a claim against defendant.
The purpose of a motion to dismiss is to test the sufficiency of the complaint, not to decide the merits. Gibson v. City of Chicago, 910 F.2d 1510, 1520 (7th Cir. 1990). Federal notice pleading "requires 'only a short and plain statement of the claim showing that the pleader is entitled to relief.'" Erickson v. Pardus, __U.S. __, 127 S.Ct. 2197, 2200 (2007) (citing Bell Atlantic Corp. v. Twombley, 127 S.Ct. 1955, 1964 (2007). When ruling on a motion to dismiss, the court must accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff. Moranski v. General Motors Corp., 433 F.3d 537, 539 (7th Cir. 2005). "Factual allegations must be enough to raise a right to relief above the speculative level." Bell Atlantic, 127 S.Ct. at 1964-65. To state a claim for a breach of contract, plaintiff must allege: "the formation of the contract, the terms of the alleged contract, that the plaintiff has performed his contractual obligations, that the defendant has breached the contract and that the plaintiff has been damaged." Cleland v. Stadt, 670 F.Supp. 814, 817 (N.D. Ill.1987).
Plaintiff has fulfilled all of the above requirements to state a claim. It has alleged, and the defendant does not contest, that it entered into two written contracts with the defendant; that plaintiff performed the services required under the contract; and that defendant has refused to pay. Plaintiff also alleges that defendant breached the contract by not paying plaintiff after it rendered the services required under the contract, and that damages were suffered by the plaintiff as a direct result of defendant's refusal to pay plaintiff for its work.
Defendant argues that plaintiff cannot state a claim because it has not and cannot allege that its services resulted in "any additional reimbursement generated" as required by the contract. Defendant's position appears to be that because it received a "credit" or set-off from the government against other monies owed, as opposed to an actual check or cash, plaintiff's work did not "generate" a ...