United States District Court, D. Oregon
L. Duyck, WHIPPLE & DUYCK, P.C., Andrew L. Paris, ANDREW
PARIS LAW, Of Attorneys for Plaintiffs.
Katherine C. Tank, TANK LAW, PC, Of Attorneys for Defendants.
OPINION AND ORDER
MICHAEL H. SIMON, DISTRICT JUDGE.
Boyle and Sci-Tek Products, LLC (collectively,
“Sci-Tek”) bring this lawsuit against Systema
USA, Inc. and Systema GMBH (collectively,
“Systema”). Sci-Tek alleges that Systema failed
to pay Sci-Tek commissions for sales that Sci-Tek made on
Systema's behalf. In its Amended Complaint (“Am.
Comp.”) (ECF 8), Sci-Tek asserts claims of breach of
express contract, breach of implied-in-fact contract, quantum
meruit, and financial abuse of a vulnerable person. Sci-Tek
also seeks declaratory relief. Under Rule 12(b)(6) of the
Federal Rules of Civil Procedure, Systema moves to dismiss
Sci-Tek's claims of breach of implied-in-fact contract,
quantum meruit, and financial abuse of a vulnerable person.
ECF 11. Sci-Tek concedes that its claim for financial abuse
may be dismissed. ECF 15. For the reasons that follow, the
Court grants Systema's motion to dismiss with leave to
motion to dismiss for failure to state a claim may be granted
only when there is no cognizable legal theory to support the
claim or when the complaint lacks sufficient factual
allegations to state a facially plausible claim for relief.
Shroyer v. New Cingular Wireless Servs., Inc., 622
F.3d 1035, 1041 (9th Cir. 2010). In evaluating the
sufficiency of a complaint's factual allegations, the
court must accept as true all well-pleaded material facts
alleged in the complaint and construe them in the light most
favorable to the non-moving party. Wilson v.
Hewlett-Packard Co., 668 F.3d 1136, 1140 (9th Cir.
2012); Daniels-Hall v. Nat'l Educ. Ass'n,
629 F.3d 992, 998 (9th Cir. 2010). To be entitled to a
presumption of truth, allegations in a complaint “may
not simply recite the elements of a cause of action, but must
contain sufficient allegations of underlying facts to give
fair notice and to enable the opposing party to defend itself
effectively.” Starr v. Baca, 652 F.3d 1202,
1216 (9th Cir. 2011). All reasonable inferences from the
factual allegations must be drawn in favor of the plaintiff.
Newcal Indus. v. Ikon Office Solution, 513 F.3d
1038, 1043 n.2 (9th Cir. 2008). The court need not, however,
credit the plaintiff's legal conclusions that are couched
as factual allegations. Ashcroft v. Iqbal, 556 U.S.
662, 678-79 (2009).
complaint must contain sufficient factual allegations to
“plausibly suggest an entitlement to relief, such that
it is not unfair to require the opposing party to be
subjected to the expense of discovery and continued
litigation.” Starr, 652 F.3d at 1216. “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.” Iqbal, 556 U.S. at 678 (citing
Bell Atl. Corp. v. Twombly, 550 U.S. 544, 556
sells licensed software and provides implementation services
to semiconductor manufacturers and others in high-tech
industries. Boyle and his wife formed Sci-Tek to make sales
on Systema's behalf. Sci-Tek sells both “Projects,
” which are the implementation, analysis, integration,
and teaching of the use of Systema's software product
systems, and “Licenses, ” which are agreements
that allow use of Systema's software during a specified
period of time. Sci-Tek and Systema entered into a Sales
Representative Agreement (the “Agreement”),
“effective as of the date of the last signature
below.” ECF 1 at 10. Sci-Tek signed the Agreement on
August 1, 2010. Under the signature for Systema, the
typewritten date “29.01.2010” appears. Sci-Tek
alleges that Systema signed the Agreement on August 29, 2010.
Am. Comp. ¶ 11.
Systema terminated the Agreement on February 24, 2014,
Sci-Tek demanded from Systema payment for sales commissions
that Sci-Tek alleges it is owed. Systema, however, refused to
pay Sci-Tek commissions on sales of Projects to customers
that had already purchased services from Systema. Exhibit 2
of the Agreement provides that Systema will pay for
implementation services performed by Systema as follows:
“Fees due for any Customer who was not already a
customer of SYSTEMA's and for existing SYSTEMA customers
where new SYSTEMA Licensed Products are sold.” ECF 1 at
26. The parties dispute the meaning and legal effect of this
provision and, relatedly, whether Systema owes additional
commissions to Sci-Tek.
Sci-Tek's Claim of Breach of Contract
third claim, Sci-Tek alleges that it entered into an
implied-in-fact contract with Systema under which Systema
agreed to pay Sci-Tek commissions for sales “outside
the scope of the [Agreement].” Am. Compl. ¶ 39.
Systema argues that Sci-Tek has insufficiently alleged the
elements of that claim and that Plaintiffs cannot maintain