United States District Court, W.D. Virginia, Roanoke Division
GLEN E. CONRAD SENIOR UNITED STATES DISTRICT JUDGE
Brady Sheffer, a former employee of Healthcare Services
Group, Inc. ("HCSG"), filed this diversity action
against HCSG and Avante Group, Inc. ("Avante"),
asserting claims of fraudulent inducement, fraudulent
concealment, breach of contract, and tortious interference
with contract. The case is presently before the court on the
defendants' partial motions to dismiss. For the reasons
set forth below, the motions will be granted.
following factual allegations, taken from the plaintiffs
amended complaint, are accepted as true for purposes of the
pending motions. See Erickson v. Pardus. 551 U.S.
89, 94 (2007) ("[W]hen ruling on a defendant's
motion to dismiss, a judge must accept as true all of the
factual allegations contained in the complaint.").
resides in Botetourt County, Virginia. In 2014, he began
working as a sales director for HCSG, a Pennsylvania
corporation based in Bensalem, Pennsylvania. Sheffer's
employment contract "called for [him] to receive a two
percent commission based on gross profit margin on any
contract that [he] brokered for HCSG." Am. Compl. ¶
11, ECF No. 42. Sheffer alleges that "HCSG led [him] to
believe, at the time of contracting, that his commission
structure was fixed at 2 percent." Id. ¶
13. Sheffer accepted the position based on the favorable
commission structure. Id. ¶ 35.
about February 1, 2017, Sheffer secured a contract between
HCSG and Avante that was worth approximately $22 million
dollars. Id. ¶ 16. Shortly
thereafter, Sheffer discovered that three buildings included
in the scope of the original contract had been "wrongly
withheld from the contract, depriving the contract of certain
profits and affecting . . . Sheffer's commissions."
Id. ¶ 18.
about April 20, 2017, HCSG's Chief Revenue Officer, Mike
McBryan, notified Sheffer and other sales directors that the
company was changing the sales directors' commission
structure. Although HCSG had "attempted to change [the]
commission structure" in previous years, the
modifications "were generally not implemented against
[the plaintiff] until the HCSG-Avante contract."
Id. ¶¶ 38-39. In May of 2017, Sheffer
inquired about his commission on the contract with Avante.
McBryan and Donnie Warren, HCSG's Vice President of
Sales, advised Sheffer that "he would not be receiving
commissions based on 2 percent gross profit, but rather the
'2017 commission structure' would be applied."
Id. ¶ 43. McBryan and Warren also informed
Sheffer that "certain commissions had not been earned
due to Avante being in arrear[s]." Id. ¶
the course of the following year, Sheffer "protested the
'new' commission structure being applied against
him," since he had relied on the promised two percent
commission in accepting employment with HCSG. Id.
¶ 44. However, the plaintiffs efforts proved
unsuccessful. Sheffer ultimately left HCSG on September 21,
2018, "due to HCSG's conduct." Id.
filed the instant action against HCSG and Avante on January
28, 2019. The defendants moved to dismiss certain counts of
the complaint under Rule 12(b)(6) of the Federal Rules of
Civil Procedure. On June 17, 2019, the court held a hearing
on the defendants' motions. At the conclusion of the
hearing, the court took the motions under advisement and
granted in part the plaintiffs request for leave to file an
27, 2019, Sheffer filed an amended complaint against the
defendants, in which he asserts the following claims: fraud
in the inducement against HCSG (Count I); fraudulent
concealment against HCSG (Count II); breach of contract
against HCSG (Count III); and tortious interference with
contract against Avante (Count IV). HCSG has moved to dismiss
the fraud claims asserted in Counts I and II, and Avante has
moved to dismiss the tortious interference claim asserted in
Count IV. The motions have been fully briefed and are now
ripe for review.
12(b)(6) permits a party to move for dismissal of a complaint
for failure to state a claim upon which relief can be
granted. When deciding a motion to dismiss under this rule,
the court must accept as true all well-pleaded allegations
and draw all reasonable factual inferences in the plaintiffs
favor. Erickson, 551 U.S. at 94. "While a
complaint attacked by a Rule 12(b)(6) motion to dismiss does
not need detailed factual allegations, a plaintiffs
obligation to provide the grounds of his entitlement to
relief requires more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action
will not do." Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007) (internal citation and quotation marks
omitted). To survive dismissal, "a complaint must
contain sufficient factual matter, accepted as true, to
'state a claim for relief that is plausible on its face,
'" meaning that it must ...