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Expression Systems, LLC v. UMN Pharma, Inc.

United States District Court, Ninth Circuit

January 23, 2014



JOHN A. MENDEZ, District Judge.

This matter is before the Court on Defendant Jonathan Drutz's ("Drutz") Motion for Judgment on the Pleadings pursuant to Federal Rules of Civil Procedure Rule 12(c) and Defendants UMN Pharma, Inc. ("UMN Pharma") and Kengo Uemura's ("Uemura") Motion to Dismiss for untimely service (Doc. #16) against Plaintiff Expression Systems, LLC ("Plaintiff"). Plaintiff opposes the motion ("Opposition") (Doc. #18).[1] Defendant filed a Reply to the Opposition (Doc. #20).


This action originated when Plaintiff filed the Complaint (Doc. #1) in this Court on May 14, 2013. Plaintiff is a biotechnology company that manufactures and sells animal-free medium for use in the production of vaccines. Comp. ¶¶ 13-17. Defendant UMN Pharma is a Japanese company, which employed Defendant Uemura, a Japanese citizen. Id . ¶¶ 6-8. Defendant Drutz is a United States citizen who acted as a liaison between Defendant UMN Pharma and Plaintiff. Id . ¶¶ 9-10, Exh. A. David Hedin is the registered owner of Plaintiff. Id . ¶ 12.

Plaintiff alleges that Defendants initiated contact with it starting in March 2012. Comp. ¶ 27. Over the ensuing three months, Plaintiff alleges that negotiations took place to establish a long-term purchase agreement between Plaintiff and Defendant UMN Pharma. Plaintiff alleges that over this time Defendants deliberately misrepresented their intentions to enter into a future contract with Plaintiff in order to gain access to Plaintiff's products and technology. Plaintiff alleges that it reasonably relied on these representations and suffered damages as a result. Plaintiff alleges that in June 2012 the negotiations ceased.

The Complaint asserts six causes of action against all Defendants: (1) Intentional Fraud; (2) Negligent Misrepresentation; (3) False Promise; (4) Breach of a written Contract; (5) Breach of an oral Contract; and (6) Unjust Enrichment.


A. Legal Standard

"A judgment on the pleadings is properly granted when, taking all the allegations in the non-moving party's pleadings as true, the moving party is entitled to judgment as a matter of law." Ventress v. Japan Airlines , 603 F.3d 676, 681 (9th Cir. 2010) (citations omitted). "For purposes of the motion, the allegations of the non-moving party must be accepted as true, while the allegations of the moving party which have been denied are assumed to be false." Hal Roach Studios, Inc. v. Richard Feiner & Co. , 896 F.2d 1542, 1550 (9th Cir. 1989). "Judgment on the pleadings is proper when the moving party clearly establishes on the face of the pleadings that no material issue of fact remains to be resolved and that it is entitled to judgment as a matter of law." Lorbeer v. Am. Tel. & Tel. Co. , 958 F.2d 377 (9th Cir. 1992).

In considering a motion under Rule 12(c), a court must generally limit its review to the pleadings themselves. Hal Roach Studios , 896 F.2d at 1542. However, "documents attached to the complaint and incorporated by reference are treated as part of the complaint, not extrinsic evidence" and, thus, may be considered in a Rule 12(c) motion. Summit Media LLC v. City of L.A., CA , 530 F.Supp.2d 1084, 1096 (C.D. Cal. 2008) (citing Voest-Alpine Trading USA Corp. v. Bank of China , 142 F.3d 887, 891 n.4 (5th Cir. 1998)). Extrinsic evidence that is subject to judicial notice may be properly considered in a Rule 12(c) motion. Heliotrope Gen., Inc. v. Ford Motor Co. , 189 F.3d 971, 981 n. 18 (9th Cir. 1999).

B. Discussion

1. Defendant Drutz

Defendant Drutz argues that he is entitled to judgment on the pleadings on each of Plaintiff's causes of action against him. Motion at p. 2. In the Opposition, Plaintiff does not oppose judgment in Defendant Drutz's favor on the Breach of Contract claims in the fourth and fifth causes of action and the Unjust Enrichment claim in the sixth cause of action. Opposition at p. 2. Therefore, the Court grants Defendant Drutz's motion as to those claims against him.

Defendant Drutz contends the remaining causes of action involve claims of fraud and thus are subject to the heightened pleading standard of Rule 9 of the Federal Rules of Civil Procedure. Motion at pp. 15-16. He argues that Plaintiff has failed to meet these requirements in three respects: (1) Plaintiff's allegations regard future intentions not past or present material fact as required; (2) Plaintiff has not adequately alleged that its reliance was reasonable; and (3) Plaintiff has failed to allege any facts demonstrating the required element that the ...

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