The opinion of the court was delivered by: SAMUEL CONTI, Senior District Judge
ORDER DENYING IN PART AND GRANTING IN PART DEFENDANTS' MOTION TO
Cognitim, Inc. ("Plaintiff" or "Cognitim") brought this action
in the Superior Court for the County of San Francisco, California
against the Obayashi Corporation ("Obayashi"), Toshinori Iwamoto
("Iwamoto"), and Savio Fernandes ("Fernandes"), (collectively
"Defendants"), alleging, inter alia, fraud and interference
with economic expectation. Plaintiff's Complaint at 3-8
Presently before the Court is Defendants' motion to dismiss
Plaintiff's six causes of action pursuant to Federal Rule of
Civil Procedure ("FRCP") 12(b)(6) or to order Plaintiff to file a
more definite statement under FRCP 12(e). Defendants' Memorandum
in Support of Motion to Dismiss at 6 ("Defs.' Mem."). The Court, having reviewed the parties' submissions, hereby DENIES
Defendants' motion to dismiss Plaintiff's first, second, third,
and sixth claims. The Court GRANTS Defendant's motion as to
Plaintiff's fourth and fifth claims. The Court DISMISSES
Plaintiff's fourth and fifth claims and GRANTS Plaintiff thirty
days' leave to amend its Complaint as to its fourth and fifth
The following allegations are taken from Plaintiff's Complaint
and will be assumed as true for purposes of the present motion.
Obayashi contracted with Plaintiff, a computer technical
support firm, to perform computer networking tasks.*fn1
Compl. at 2, 3. Plaintiff assigned its employee, Fernandes, to
perform these tasks for Obayashi. Id. While there, Fernandes
"habitually and systematically under-reported" to Cognitim the
hours he worked at Obayashi. Id.
Iwamoto, an employee of Obayashi, told Vipin Suneja ("Suneja"),
president of Cognitim, that Obayashi wanted to hire Fernandes.
Id. Suneja agreed, provided that Obayashi would pay the
conversion fee for taking Fernandes.*fn2 Id. Iwamoto said
that Obayashi did not want to pay the conversion fee and that it would
not hire Fernandes directly. Id.
DirectApps, an entity not a party to this action, wanted to
hire Cognitim but wanted to interview Fernandes, as the primary
Cognitim employee on the proposed project, before agreeing to
hire Cognitim. Compl. at 2-3. After the interview, DirectApps
told Obayashi that it would not hire Cognitim. Id. at 3. A week
after that, Fernandes quit his job at Cognitim and told Suneja
that he was taking a job in Dallas. Id. The following week,
Suneja learned that Fernandes had "bombed the interview" with
DirectApps causing DirectApps not to hire Cognitim. Id. Some
time after this, Cognitim learned that Fernandes had taken a
position with Obayashi. Id.
Plaintiff brought an action in the Superior Court for the
County of San Francisco, California alleging that Defendants (1)
committed fraud, (2) conspired to commit fraud, (3) breached the
implied covenant of good faith and fair dealing, (4)
intentionally interfered with a prospective economic advantage,
(5) negligently interfered with a prospective economic advantage,
and (6) breached an implied contract. Id. at 3-8. Defendants
timely removed the action to Federal Court, alleging that
complete diversity existed between Plaintiff and Defendants.
Notice of Removal at 1-2.
In the present motion, Defendants contend that the six claims should be dismissed under FRCP 12(b)(6). Defs.' Mem. at 6. In the
alternative, Defendants move the Court to order Plaintiff to file
a more definite statement under FRCP 12(e) because the "claims
are confusingly written and fail to identify which defendant is
the target of which claim." Id. at 2.
"[A] complaint should not be dismissed for failure to state a
claim unless it appears beyond doubt that the plaintiff can prove
no set of facts in support of his claim which would entitle him
to relief." Conley v. Gibson, 355 U.S. 41, 45-46 (1957). "In
reviewing a 12(b)(6) motion, this Court must accept the factual
allegations of the complaint as true and must draw all reasonable
inferences in favor of the plaintiff." Bernheim v. Litt,
79 F.3d 318, 321 (2d Cir. 1996); see also Usher v. City of Los
Angeles, 828 F.2d 556, 561 (9th Cir. 1987). The complaint need
not set out the facts in detail; what is required is a "short and
plain statement of the claim showing that the pleader is entitled
to relief." FRCP 8(a); see also La Salvia v. United
Dairymen, 804 F.2d 1113, 1116 (9th Cir. 1986). Thus, the Court's
task "is merely to assess the legal feasibility of the complaint,
not to assay the weight of the evidence which might be offered in
support thereof." Cooper v. Parsky, 140 F.3d 433, 440 (2d Cir.
In diversity cases, state law determines whether claims exist
and what defenses are recognized. See Taylor v. United
States, 821 F.2d 1428, 1433 (9th Cir. 1987). The Federal Rules,
however, govern the manner in which these claims and defenses are
raised. 5 Wright & Miller, Federal Practice and Procedure, § 1204.
The Federal Rules provide for notice pleading. See Conley v.
Gibson, 355 U.S. 41, 47-48 (1957). This means that (a) the
pleadings need not set out in detail the alleged facts
constituting the claim for relief or defense, unless heightened
pleading standards are required and (b) the pleadings need give,
through a short and plain statement, only fair notice of the
pleader's claim or defense so that opposing parties can respond,
undertake discovery, and prepare for trial. Id.
Defendants contend that Plaintiff has failed to meet the
heightened pleading requirements for fraud under ...