Name of Assigned Judge or Magistrate Judge James F. Holderman Sitting Judge if Other than Assigned Judge
For the reasons listed in the Statement section of the order, RHT Consulting, LLC's "Motion for Partial Summary Judgment" is denied. Counsel are to confer pursuant to Rule 26(f) and jointly file a modified Form 52 on or before February 21, 2012. The case is set for status and entry of a scheduling order at 9:00 AM on February 23, 2012. The parties are encouraged to discuss settlement.
O[ For further details see text below.] Docketing to mail notices.
RHT Consulting, LLC ("RHT") filed a complaint on July 7, 2011 seeking, as relevant here, damages for the breach of its contract with defendant Advanced Clinical Services, LLC ("Advanced"). (Dkt. No. 1.) Pending before the court is RHT's "Motion for Partial Summary Judgment" (Dkt. No. 7) on its breach of contract claim.
RHT is a consulting company that began providing consulting services to Advanced in spring 2010. (Dkt. No. 33 ("Pl.'s Resp. to Def.'s Add'l Facts") ¶ 16.) In March of 2010, when RHT was already providing consulting services, RHT and Advanced began negotiating a contract to govern their relationship. (Id. ¶ 5.) The parties eventually agreed on the terms of a written contract, which they signed on June 13 and 14, 2010. (Dkt. No. 29 ("Def.'s Resp. to Pl.'s Facts") ¶ 2. When they signed, however, both parties backdated the contract to May 3, 2010. (Dkt. No. 9, Ex. 1, at 6.) On April 13, 2011, RHT provided written notice to Advanced that it was terminating the contract in thirty days. (Dkt. No. 9, Ex. 2.)
RHT's complaint alleges that Advanced owes it $290,000 because of the termination. RHT bases its right to recovery on ¶ 4 of the contract, which reads as follows:
It is assumed that the independent contractor relationship between ADVANCED and RHT is ongoing, and ADVANCED will provide projects on a continuing basis, whenever possible and for so long as mutually agreed to by both parties through a period of one year commencing as of the date first executed above. Notwithstanding the above, this Agreement, and the business relationship between the parties, may be terminated without liability as follows:
b. Upon written notice by RHT to ADVANCED provided that RHT either:
(1) first completes any project which it has committed at the time of the written notice to perform; and
(2) gives ADVANCED such written notice at least thirty (30) days in advance of the termination date.
(3) TERMINATION: if all or any part of this contract is terminated for any reason, or no reason at all, ADVANCED will pay $240K to RHT without any legal conflict. Also, $50K shall be ...