District Judge Gregory Woods

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Under a June 2006 master services agreement (MSA) plaintiff GeBBS Healthcare provided outsourcing services to RMI Physician Servs. Co. In 2008 RMI became a wholly owned subsidiary of defendant Orion. Addenda to the MSA in 2011 and 2012 designated GeBBS the exclusive provider of outsourcing services to Orion and its subsidiaries, and reduced GeBBS’s fees if its failed to meet certain performance benchmarks. Under a third April 2014 addendum (Addendum 3) GeBBS would receive a fixed percentage of the money Orion was paid by its customers. GeBBS alleged Orion breached the agreement by failing to pay for its services, Orion counterclaimed for breach of the MSA by improperly terminating it, and for fraud. The court dismissed Orion’s fraud counterclaim for failure to satisfy the particularity requirements of Federal Rule of Civil Procedure 9(b). However, Orion sufficiently stated a plausible counterclaim for contract breach for GeBBS’s failure to perform under Addendum 3. Nor did GeBBS provide cognizable grounds to dismiss Orion’s counterclaim that GeBBS breached the MSA by terminating it, contrary to relevant contractual termination provisions, when Orion owed no undisputed amounts to GeBBS.

District Judge Gregory Woods

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Under a June 2006 master services agreement (MSA) plaintiff GeBBS Healthcare provided outsourcing services to RMI Physician Servs. Co. In 2008 RMI became a wholly owned subsidiary of defendant Orion. Addenda to the MSA in 2011 and 2012 designated GeBBS the exclusive provider of outsourcing services to Orion and its subsidiaries, and reduced GeBBS’s fees if its failed to meet certain performance benchmarks. Under a third April 2014 addendum (Addendum 3) GeBBS would receive a fixed percentage of the money Orion was paid by its customers. GeBBS alleged Orion breached the agreement by failing to pay for its services, Orion counterclaimed for breach of the MSA by improperly terminating it, and for fraud. The court dismissed Orion’s fraud counterclaim for failure to satisfy the particularity requirements of Federal Rule of Civil Procedure 9(b) . However, Orion sufficiently stated a plausible counterclaim for contract breach for GeBBS’s failure to perform under Addendum 3. Nor did GeBBS provide cognizable grounds to dismiss Orion’s counterclaim that GeBBS breached the MSA by terminating it, contrary to relevant contractual termination provisions, when Orion owed no undisputed amounts to GeBBS.