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Rehabcare Group East, Inc. v. Certified Health Management

November 8, 2007

REHABCARE GROUP EAST, INC. D/B/A REHABCARE GROUP THERAPY SERVICES, INC., PLAINTIFF,
v.
CERTIFIED HEALTH MANAGEMENT, INC., ET AL., DEFENDANTS.



The opinion of the court was delivered by: Judge James B. Zagel

MEMORANDUM OPINION AND ORDER

I. INTRODUCTION

Plaintiff RehabCare Group East, Inc. ("Plaintiff" or "RehabCare") brings this six-count complaint against Certified Health Management, Inc. ("Defendant" or "CHM"), an entity that manages skilled nursing homes. While the motion to dismiss before me now only involves CHM, Plaintiff also brings its complaint against seven facilities that CHM manages ("Facilities"). At bottom, this is a contract dispute. The nub of Plaintiff's complaint is its allegation that Defendant and the Facilities failed to pay RehabCare for the therapy services RehabCare provided. For the reasons stated below, CHM's motion is granted in part and denied in part.

II. DISCUSSION

A. Motion to Dismiss Standard

A motion to dismiss tests the sufficiency of a complaint, not the merits of a case. Autry v. Northwest Premium Servs., Inc., 144 F.3d 1037, 1039 (7th Cir. 1998). I must accept all well-pleaded factual allegations in the complaint as true, drawing all reasonable inferences from those facts in Plaintiff's favor. Cleveland v. Rotman, 297 F.3d 569, 571 (7th Cir. 2002). I may grant the motion only if "no relief could be granted under any set of facts that could be proved consistent with the allegations." Hishon v. King & Spalding, 467 U.S. 69, 73 (1984). That said, "a plaintiff's obligation to provide the grounds of his entitlement to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do. Factual allegations must be enough to raise a right to relief above the speculative level." Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955, 1964-65 (2007) (internal citations and quotations omitted). As the Seventh Circuit noted, "it is not enough for a complaint to avoid foreclosing possible bases for relief; it must actually suggest that the plaintiff has a right to relief." EEOC v. Concentra Health Services, Inc., --- F.3d ---, 496 F.3d 773, 777 (7th Cir. 2007) (emphasis in original). While the Supreme Court's recent decision in Bell Atlantic may not have changed the federal pleading standard to a fact-pleading regime, "at some point the factual detail in a complaint may be so sketchy that the complaint does not provide the type of notice of the claim to which the defendant is entitled." Airborne Beepers & Video, Inc. v. AT&T Mobility LLC, ---F.3d ----, No. 06-2949, 2007 WL 2406859, at *4 (7th Cir. 2007).

B. Counts I, IV, and V -- Breach of Contract, Account Stated, and Attorneys' Fees

In Count I, RehabCare alleges a breach of contract claim, Count IV alleges an "account stated" claim, and Count V seeks attorneys' fees. CHM's motion to dismiss these claims is premised on the simple fact that it is not a party to any contract with Plaintiff. RehabCare concedes this, but argues that its claims against CHM are valid under the "alter ego" theory. That is, it seeks to argue that CHM is so intertwined with the Facilities that CHM should be held responsible for the Facilities' obligations. RehabCare seeks to do this despite the "well-established principle that a corporation is separate and distinct as a legal entity from its shareholders, directors, and officers, and generally, from other corporations with which it may be affiliated." Innkeepers' Telemanagement & Equip. Corp. v. Hummert Management Group, Inc., 841 F.Supp. 241, 245 (N.D.Ill. 1993) (citation omitted).

In order to employ the "alter ego" theory, RehabCare must "pierce the corporate veil." Under Illinois law,*fn1 courts will pierce the corporate veil where: (1) "the corporation was so controlled and manipulated that it had become a mere instrumentality of another" and (2) "recognition of a separate corporate identity would sanction a fraud or promote injustice." Chicago Florsheim Shoe S. v. Cluett, Peabody & Co., 826 F.2d 725, 728 (7th Cir. 1987). Parties seeking to pierce the corporate veil face a daunting hurdle. See Pederson v. Paragon Pool Enterprises, 574 N.E.2d 165, 167 (Ill. Ap. Ct. 1991) ("Piercing [the] corporate veil is a task which courts should undertake reluctantly."); see also Hornsby v. Hornsby's Stores, Inc., 734 F.Supp. 302, 307-08 (N.D.Ill. 1990) (explaining that exceptions to the rule providing that corporations have separate identities are "not favored and are stringently applied"). The task is even more difficult in a breach of contract case. See Main Bank of Chicago v. Baker, 427 N.E.2d 94, 101 (Ill. 1981) (holding that in a breach of contract case,"additional compelling facts," such as a finding of fraud, may also be required in order to pierce the corporate veil). Nevertheless, the question here is not whether Plaintiff can necessarily pierce the corporate veil, but whether its claim can survive a motion to dismiss, a much lower threshold. Cf., Ermoian v. LaSalle Capital L.L.C., No. 07 C 1314, 2007 WL 1752206, at *1 (N.D. Ill. June 15, 2007) (declining to grant individual defendants' motion to dismiss "with the understanding that their present retention in the case is limited to the potential of their liability on corporate-veil-piercing or alter-ego grounds").

Despite the lower threshold in this procedural posture, Plaintiff nevertheless fails to sufficiently plead its breach of contract or account stated claims under the alter ego theory. As noted, Plaintiff must establish two facts in order to pierce the corporate veil. Plaintiff fails adequately to plead either one. For the first requirement, Plaintiff must plead that the Facilities were so controlled and manipulated that they had become mere instrumentalities of CHM. Plaintiff's attempt to do so comes in the form of its allegation that "upon information and belief, Defendants operate without respect for corporate formalities and in a manner that is inconsistent with their being separate and legal entities." This is insufficient, even under the liberal pleading requirements of FED.R.CIV.P. 8.

Numerous courts have granted motions to dismiss because the party seeking to pierce the corporate veil failed to adequately plead the alter ego doctrine. In Classic Fire & Marine Ins. Co. v. Illinois Ins. Exchange., No. 97 C 1256, 1997 WL 767290 (N.D. Ill. Dec. 3, 1997), the plaintiff asserted that two entities were "affiliate members of the same corporate group, and are subject to common control and ownership." The court deemed the plaintiff's "conclusory" pleading to be insufficient vis-a-vis the first requirement. Id. at *5; see also Hornsby, 734 F.Supp. at 307-08 (mere allegation that corporations shared office space, office staff and directors is insufficient to suggest fraud or injustice or that one corporation was the alter ego of another); Club Assistance Program, Inc. v. Zukerman, 594 F.Supp. 341, 351 (N.D.Ill. 1984).

The court in Trustees of Cement Masons Fund, Local 502 v. F & V Cement Contractors, No. 02 C 3979, 2004 WL 765368, at *3 (N.D. Ill. April 7, 2004), also determined that a plaintiff failed to sufficiently plead the alter ego doctrine. There, the plaintiff pled that one entity "controlled the actions of [another entity] and was at all times aware of the wrongful conduct of the company." F & V Cement Contractors, 2004 WL 765368, at *3. The court held that averment to be "the kind of barebones, conclusory allegation that has been found insufficient to state an alter ego claim even under the liberal notice pleading requirements of Federal Rule of Civil Procedure 8(a)." Id.; see also Strojmaterialintorg v. Russian Am. Commercial Corp., 815 F.Supp. 103, 105 (E.D.N.Y.1993) (holding that conclusory allegations regarding the exercise of dominion and control are insufficient when attempting to plead the alter ego doctrine).

Like in Classic Fire & Marine Ins. Co. and F & V Cement Contractors, Plaintiff's attempt to satisfy the first requirement of the alter ego doctrine is insufficient to withstand a motion to dismiss. RehabCare's allegation-that "upon information and belief, Defendants operate without respect for corporate formalities and in a manner that is inconsistent with their being separate and legal entities-is precisely the type of formulaic, skeletal conclusion that were found lacking in Classic Fire & Marine Ins. Co. and F & V Cement Contractors. Furthermore, even if I were to deem this sufficient for the first requirement, Plaintiff's complaint does not even allege that the second requirement has been satisfied.

As against CHM, Counts I, IV, and V of Plaintiff's complaint are premised upon the alter ego doctrine. Because Plaintiff fails to satisfactorily plead that theory here, Defendant's motion to ...


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