Trubridge v. Houston County, et al.

Summary

The United States District Court for the Middle District of Tennessee denied a motion to dismiss claims arising from the alleged assumption and nonpayment of service contracts following an asset purchase. The court held that the plaintiff plausibly alleged that the contracts were not excluded from the transaction and sufficiently pleaded alternative unjust-enrichment and quantum-meruit claims, as well as grounds for piercing the corporate veil.

Holdings

1. The amended complaint sufficiently alleged that Trubridge's contracts were not excluded from the asset purchase agreement and therefore plausibly stated a breach-of-contract claim.
2. The amended complaint alleged sufficient facts to state a claim for piercing the corporate veil concerning the Braden defendants.
3. The amended complaint adequately pleaded unjust enrichment and quantum meruit as alternative claims to the breach-of-contract claim.

Questions Presented

1. Whether the amended complaint plausibly alleged that the asset purchase agreement transferred or assumed Trubridge's contracts despite defendants' assertion that a schedule excluded them.
2. Whether the amended complaint plausibly alleged grounds for piercing the corporate veil against the Braden defendants.
3. Whether unjust enrichment and quantum meruit were adequately pleaded as alternative claims to breach of contract.

Disposition

other