CoreCivic of Tennessee, LLC v. Universal Strategic Advisors, LLC

Summary

The United States District Court for the Middle District of Tennessee considers Universal Strategic Advisors, LLC’s motion to dismiss CoreCivic of Tennessee, LLC’s claims arising from an alleged consulting-agreement conflict involving an ICE non-detained docket contract. The court holds that CoreCivic plausibly pleaded breach of contract and tortious interference with business relations, but failed to plausibly allege a fiduciary relationship supporting its breach-of-fiduciary-duty claim. The motion to dismiss is therefore granted in part.

Holdings

1. CoreCivic plausibly alleged that Universal Strategic Advisors breached the consulting agreement. The agreement's reference to obtaining and maintaining detention contracts did not limit its purpose exclusively to detention work, and the agreement's conflict-of-interest and confidentiality provisions plausibly covered the alleged conduct.
2. CoreCivic plausibly alleged damages sufficient to survive dismissal. The absence of a GSA Federal Supply Schedule contract and cancellation of the particular task order did not foreclose the possibility that CoreCivic could have obtained a non-detention contract through another procurement vehicle or suffered other recoverable losses.
3. CoreCivic plausibly stated a claim for tortious interference with business relations. The complaint adequately alleged a prospective relationship with ICE, improper means through alleged misuse of confidential information and violation of contractual restrictions, and damages resulting from the alleged interference.
4. CoreCivic failed to state a claim for breach of fiduciary duty because it did not plausibly allege that Universal Strategic Advisors owed it a fiduciary duty or that the parties had a fiduciary or confidential relationship involving dominion or control.

Questions Presented

1. Whether CoreCivic plausibly alleged that Universal Strategic Advisors breached the consulting agreement by pursuing a competing ICE opportunity and allegedly using CoreCivic's confidential information.
2. Whether CoreCivic plausibly alleged damages for breach of contract despite lacking a GSA Federal Supply Schedule contract and despite cancellation of the specific task order awarded to Universal Strategic Advisors.
3. Whether CoreCivic plausibly alleged the elements of tortious interference with business relations, including a prospective business relationship, improper means, and damages.
4. Whether CoreCivic plausibly alleged the existence of a fiduciary relationship or fiduciary duty between the parties.

Disposition

other