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John Mcallister, Individually and John Mcallister, Dds, Inc v. Patterson Companies

May 15, 2012

JOHN MCALLISTER, INDIVIDUALLY AND JOHN MCALLISTER, DDS, INC., PLAINTIFFS,
v.
PATTERSON COMPANIES, INC., PATTERSON DENTAL SUPPLY, INC., PATTERSON DENTAL AND SIRONA DENTAL SYSTEMS, LLC; AND DOES 1-50, INCLUSIVE, DEFENDANTS.



The opinion of the court was delivered by: Honorable Ronald S.W. Lew Senior, U.S. District Court Judge

ORDER

Re: Defendants Patterson Companies, Inc. and Patterson Dental Supply, Inc.'s Motion for Judgment on the Pleadings under Rule 12(c) [50]

Defendants Patterson Companies, Inc. and Patterson Dental Supply, Inc.'s (collectively, "the Patterson Defendants") Motion for Judgment on the Pleadings under Rule 12(c) [50] came on for regular calendar before the Court on May 7, 2012. Having reviewed all papers and arguments submitted pertaining to this Motion, the Court NOW FINDS AND RULES AS FOLLOWS:

The Court hereby GRANTS IN PART and DENIES IN PART the Patterson Defendants' Motion for Judgment on the Pleadings.

Federal Rule of Civil Procedure 12(c) states that "[a]fter the pleadings are closed-but early enough not to delay trial-a party may move for judgment on the pleadings." Fed. R. Civ. P. 12(c). Judgment on the pleadings is appropriate under Rule 12(c) when the moving party establishes on the face of the pleadings that there are no issues of material fact and that it is entitled to judgment as a matter of law. Hal Roach Studios v. Richard Feiner and Co., 896 F.2d 1542, 1550 (9th Cir. 1990); Gen. Conference Corp. v. Seventh-Day Adventist Church, 887 F.2d 228, 230 (9th Cir. 1989).

All allegations of fact by the party opposing the motion are accepted as true and are construed in the light most favorable to that party. Gen. Conference, 887 F.2d at 230. Uncontested allegations, however, to which a party had an opportunity to respond are taken as true. Flora v. Home Fed. Sav. & Loan Ass'n, 685 F.2d 209, 211 (7th Cir. 1982). A defendant is not entitled to judgment on the pleadings if the complaint raises issues of fact which, if proved, would support recovery. Gen. Conference, 887 F.2d at 230. The motion must be denied unless it appears "to a certainty" that no relief is possible under any state of facts the plaintiff could prove in support of its claim. Mostowy v. United States, 966 F.2d 668, 672 (Fed. Cir. 1992).

The Patterson Defendants bring the present Motion alleging that Plaintiffs John McAllister and John McAllister, DDS, Inc.'s ("Plaintiffs") claims for negligence, breach of contract, rescission, breach of warranty of merchantability, and breach of warranty of fitness for a particular purpose fail as a matter of law.

As a preliminary matter, the Court hereby OVERRULES as moot the Patterson Defendants' evidentiary objections. The material submitted by Plaintiffs constitute material that is outside of the pleadings, which is inappropriate for the Court to consider on a motion for judgment on the pleadings. Thus, the Court does not consider any of the additional materials submitted by Plaintiffs. However, the Parties' contract, submitted by the Patterson Defendants as Exhibit D to the Declaration of Ashley Bennett, shall be considered by the Court pursuant to the doctrine of incorporation by reference. Said v. Encore Sr. Living LLC, No. 11-1033, 2012 WL 602210, at *3 (C.D. Cal. Feb. 24, 2012).

In addition, the Court DENIES the request for sanctions because the Patterson Defendants have not met their burden to prove that sanctions are appropriate here. While it is true that Plaintiffs have violated Central District Local Rule 7-11 and could be subject to sanctions under Local Rule 7-13, the Patterson Defendants have not shown any prejudice as a result of Plaintiffs' actions. The untimely filed Supplemental Declaration of John McAllister has not been considered by this Court, as it contains evidence outside the pleadings. Additionally, the Patterson Defendants have not met their burden to show that the Protective Order has in fact been violated.

Finally, the Court GRANTS the Patterson Defendants' request for judicial notice of the Parties' Protective Order. Courts may take judicial notice of facts which are "not subject to reasonable dispute because it (1) is generally known within the trial court's territorial jurisdiction; or (2) can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned." Fed. R. Evid. 201(b). A court must take judicial notice if a party requests it and supplies the court with the requisite information. Fed. R. Evid. 201(c). Here, the Parties' Protective Order was issued by this Court and is listed on the docket [49] and can therefore be readily determined from a source whose accuracy cannot be questioned.

A. The Patterson Defendants' Motion for Judgment on the Pleadings as to the First Claim for Breach of Contract The Court DENIES the Patterson Defendants' Motion as to Plaintiffs' claim for breach of contract.

The Court notes that the Parties cite to California law in their respective arguments regarding this issue, but the Parties' contract, executed on June 7, 2006 (the "June contract"), explicitly states that the agreement shall be governed by Minnesota law. Therefore, the Court will apply Minnesota law where relevant.

"In order to state a claim for breach of contract, the plaintiff must show (1) formation of a contract, (2) performance by plaintiff of any conditions precedent to his right to demand performance by the defendant, and (3) breach of the contract by defendant." Park Nicollet Clinic v. Hamann, 808 N.W.2d 828, 833 (Minn. 2011) (noting that the Minnesota Supreme Court has recognized that a plaintiff may not need to allege damages for a breach of contract claim). In the Third Amended Complaint ("TAC"), Plaintiffs allege all necessary elements of a breach of contract claim. It is alleged that the Patterson Defendants breached the June contract by failing to provide working equipment and failing to repair the equipment, the latter of which was expressly required of the Patterson Defendants pursuant to the terms of the agreement.

In addition, though Plaintiffs may not need to plead damages under Minnesota law, the damages element of Plaintiffs' breach of contract claim is nevertheless properly pled. While the Patterson Defendants correctly point out that the June contract shows an order for $159,716.34, and therefore it is unclear as to how Plaintiffs derive the claimed amount of $347,030.54, Plaintiffs do allege damages here, and it is not necessary to provide a precise measure of damages at the pleading stage. While "[a]llegations of damages are essential" in a complaint, "they do not constitute the cause of action." Wright v. Brush, 115 F.2d 265, 267 (10th Cir. 1940). Therefore, the Court finds ...


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