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Prochaska & Associates, Inc. v. Michael Graves & Associates, Inc.

United States District Court, D. Nebraska

July 11, 2016

PROCHASKA & ASSOCIATES, INC., Plaintiff,
v.
MICHAEL GRAVES & ASSOCIATES, INC., Defendant.

          MEMORANDUM AND ORDER

          John M. Gerrard United States District Judge

         This matter is before the Court on the defendant's motion to dismiss or, in the alternative, for summary judgment (filing 7), and the plaintiffs motion to strike (filing 13). The Court will grant the plaintiffs motion to strike and deny the defendant's motion to dismiss.

         I. BACKGROUND

         This case arises out of the parties' joint proposal to Madonna Rehabilitation Hospital for the design, architecture, and engineering for a new facility Madonna intended to build in West Omaha. Filing 1 at 2. The plaintiff, Prochaska & Associates, is an architectural and engineering firm. Filing 1 at 1. The defendant, Michael Graves & Associates (MGA), is an architectural firm. Filing 1 at 1.

         Prochaska alleges that on December 3, 2012, it was invited by Madonna to submit a proposal for Madonna's new facility. Filing 1 at 2. Only four other firms were invited to submit proposals: Leo Daly, Altus Architectural Studios, DLR Group, and HDR, Inc. Filing 1 at 3. Prochaska decided to invite MGA to partner with it in submitting the proposal: Prochaska reasoned that the principal of MGA, Michael Graves, would help win the business because Graves had lost the use of his legs in 2003, and had experience with the sort of rehabilitation that Madonna would be providing at its new facility. Filing 1 at 3.

         Prochaska contacted MGA on December 4, 2012, and MGA responded favorably. Filing 1 at 3-4. Prochaska alleges that at MGA's suggestion, "MGA and Prochaska & Associates formed a joint venture and partnership" to pursue Madonna's business. Filing 1 at 4. Prochaska further alleges that the parties "agreed to share any proceeds received from Prochaska & Associates' idea, including any award, contract, work, or project issued by Madonna . . . ." Filing 1 at 4. (It is important to note that the alleged agreement between the parties does not appear to have been reduced to a written document-or, at least, not to a single document.)

         Prochaska and MGA worked together on the proposal (although Prochaska alleges it did most of the work), and the proposal was delivered to Madonna on December 24, 2012. Filing 1 at 4-5. The cover of the proposal stated that it was being submitted by "Prochaska & Associates in association with Michael Graves & Associates." Filing 1 at 5. On January 18, 2013, Prochaska and MGA made a joint presentation to Madonna supporting the proposal. Filing 1 at 5.

         Prochaska alleges that MGA stopped communicating with it after the presentation. Filing 1 at 6. On January 25, 2013, Madonna informed Prochaska that the project had been awarded to someone else. Filing 1 at 6. Prochaska eventually learned that the project had been awarded to a team of MGA, DLR Group, and Page Southerland Page, Inc. Filing 1 at 6. On July 8, 2015, Prochaska sued MGA, asserting five claims for relief: (1) breach of contract, (2) breach of implied covenant of good faith and fair dealing, (3) breach of fiduciary duty, (4) misappropriation and usurpation of a business opportunity belonging to the parties' partnership and joint venture, and (5) unjust enrichment.

         II. STANDARD OF REVIEW

         To survive a motion to dismiss under Fed.R.Civ.P. 12(b)(6), a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). 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. Id. While the Court must accept as true all facts pleaded by the nonmoving party and grant all reasonable inferences from the pleadings in favor of the nonmoving party, Gallagher v. City of Clayton, 699 F.3d 1013, 1016 (8th Cir. 2012), a pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do. Iqbal, 556 U.S. at 678. Determining whether a complaint states a plausible claim for relief will require the reviewing court to draw on its judicial experience and common sense. Id. at 679.

         III. DISCUSSION

         There are two pending motions: the defendant's motion to dismiss or, in the alternative, for summary judgment (filing 7), and the plaintiffs motion to strike (filing 13). In order to establish the scope of the record, and make the procedural posture of the case clear, the Court will dispose of the motion to strike first.

         1. Motion to Strike

         When deciding a motion to dismiss under Rule 12(b)(6), the Court is normally limited to considering the facts alleged in the complaint. If the Court considers matters outside the pleadings, the motion to dismiss ...


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