Gentry Tech. of S.C., Inc. v. Baptist Health S. Fla., Inc.

Gentry Technology of S.C., Inc., Plaintiff, v. Baptist Health South Florida, Inc., Defendant.

Civil Action No. 1:14-cv-02127-JMC

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA AIKEN DIVISION

February 3, 2016

ORDER AND OPINION

Plaintiff Gentry Technology of S.C., Inc. ("Gentry"), filed the instant action against Defendant Baptist Health South Florida, Inc. ("Baptist"), seeking to recover monetary damages for allegedly unreimbursed communications engineering services.¹

This matter is before the court on Baptist's Renewed Motion for Summary Judgment (ECF No. 46) pursuant to Fed. R. Civ. P. 56, which Motion is opposed by Gentry (ECF No. 54).² For the reasons set forth below, the court GRANTS Baptist's Renewed Motion for Summary Judgment.

I. JURISDICTION AND VENUE

The court has jurisdiction over this matter pursuant to 28 U.S.C. § 1332(a) because theaction is between citizens of different states and the amount in controversy is in excess of $75,000.00. (See ECF No. 5 at 1 ¶¶ 1-4.) More specifically, Gentry is a South Carolina corporation with its principal place of business in South Carolina (ECF No. 5 at 1 ¶ 1); Baptist is a Florida non-profit corporation with its principal place of business in Miami-Dade County, Florida (id. at ¶ 2; see also ECF No. 22 at 1 ¶ 2); and the court is satisfied that the amount in controversy exceeds $75,000.00 (ECF No. 5 at 3-9). The court is also satisfied that venue between Gentry and Baptist is still proper in the United States District Court for the District of South Carolina. See Gentry Tech. of S.C., Inc. v. Baptist Health S. Fla., Inc., C/A No. 1:11-cv-01232-TLW, 2012 WL 847540, at *6 (D.S.C. Mar. 13, 2012) ("Baptist asserts this Court is an improper venue because the sole defendant has its principal place of business in Miami, Florida and the location of the alleged acts giving rise to the plaintiff's claims is Miami, Florida . . . . However, after careful consideration and based on the contacts described in connection with the Court's finding that sufficient minimum contacts exist, the Court concludes that a substantial part of the alleged events or omissions giving rise to . . . [Gentry's] claims occurred in South Carolina . . . . Therefore, this Court is a proper venue for this lawsuit.")

II. RELEVANT BACKGROUND TO PENDING MOTION

Gentry is a South Carolina corporation that provides communications engineering services. (ECF No. 46-5 at 9:21-10:14.) Robert Taylor ("Taylor") is Gentry's President, its sole beneficial owner, and its only employee. (Id. at 8:11-17 & 10:15-19.) Baptist "is a Florida not-for-profit healthcare corporation with its principal place of business in Miami-Dade County, Florida." (ECF No. 46-6 at 2 ¶ 2.)

On April 1, 2007, the parties entered into a contract³ whereby Gentry agreed to provide adigital satellite distribution system ("DSDS") to Baptist at certain facilities in Miami, Florida. (ECF No. 5 at 2 ¶ 8; ECF No. 46-5 at 65-75.) The alleged purpose of the DSDS was to allow Baptist to acquire, receive, and distribute programming services at its hospital facilities. (Id.) The parties' agreement obligated Gentry to perform "any and all services, required to design, install, implement, maintain, upgrade, and repair the [DSDS] system." (ECF No. 46-5 at 20:2-6 & 66 ¶ 5.) The equipment for the DSDS was referred to as "headends." (Id. at 25:3-11.) Gentry installed 6 headends at Baptist's facilities. (Id. at 22:4-10.)

The agreement of the parties was for a 3-year term, effective retroactively as of October 1, 2006, and allowed for renewal for 3 successive 3-year terms unless one of the parties provided written notice of termination 90 days prior to the expiration of each term. (ECF No. 5 at 2 ¶ 10.) The contract was automatically renewed on October 1, 2009. (Id. at ¶ 12.) Gentry contends that Baptist materially breached the contract subsequent to its renewal. (Id. at 3 ¶ 20-4 ¶ 23.)

Gentry commenced the instant action on June 2, 2014, alleging breach of contract (Count 1) and unjust enrichment (Count 2). (ECF No. 1 at 2-5.) Gentry filed a First Amended Complaint on June 4, 2014, which filing was permitted by Fed. R. Civ. P. 15(a)(1)(A). (ECF No. 5.) In the First Amended Complaint, Gentry alleged claims for breach of contract (Count 1); unjust enrichment, conversion, theft of services, and fraudulent concealment (Count 2); and civil conspiracy (Count 3). (Id. at 2-8.) On March 17, 2015, the court entered an Order that granted in part Baptist's Motion to Dismiss (ECF No. 7), denied Baptist's initial Motion for Summary Judgment (id.), and dismissed Gentry's claims for breach of contract, conversion, theft of services, and fraudulent concealment. (See ECF No. 21 at 24.) As a result, the parties proceeded to discovery on Gentry's remaining claims for unjust enrichment and civil conspiracy.

Thereafter, Baptist filed its Renewed Motion for Summary Judgment (ECF No. 46) onSeptember 28, 2015. Gentry filed a Response in Opposition to Baptist's Renewed Motion for Summary Judgment (ECF No. 54) on October 19, 2015, to which Baptist filed a Reply in Support of Its Renewed Motion for Summary Judgment (ECF No. 62) on November 2, 2015.

On November 10, 2015, the court held a hearing (ECF No. 65) on the pending Motion.

III. LEGAL STANDARD

Summary judgment should be granted "if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). A fact is "material" if proof of its existence or non-existence would affect the disposition of the case under the applicable law. Anderson v. Liberty Lobby Inc., 477 U.S. 242, 248-49 (1986). A genuine question of material fact exists where, after reviewing the record as a whole, the court finds that a reasonable jury could return a verdict for the nonmoving party. Newport News Holdings Corp. v. Virtual City Vision, 650 F.3d 423, 434 (4th Cir. 2011).

In ruling on a motion for summary judgment, a court must view the evidence in the light most favorable to the non-moving party. Perini Corp. v. Perini Constr., Inc., 915 F.2d 121, 123-24 (4th Cir. 1990). The non-moving party may not oppose a motion for summary judgment with mere allegations or denials of the movant's pleading, but instead must "set forth specific facts" demonstrating a genuine issue for trial. Fed. R. Civ. P. 56(e); see Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986); Shealy v. Winston, 929 F.2d 1009, 1012 (4th Cir. 1991). All that is required is that "sufficient evidence supporting the claimed factual dispute be shown to require a jury or judge to resolve the parties' differing versions of the truth at trial." Anderson, 477 U.S. at 249. "Mere unsupported speculation . . . is not enough to defeat a summary judgment motion." Ennis v. Nat'l Ass'n of Bus. & Educ. Radio, Inc., 53 F.3d 55, 62 (4th Cir. 1995). A party cannot create a genuine issueof material fact solely with conclusions in his or her own affidavit or deposition that are not based on personal knowledge. See Latif v. The Community College of Baltimore, No. 08-2023, 2009 WL 4643890, at *2 (4th Cir. Dec. 9, 2009).

IV. ANALYSIS

A. The Parties' Arguments

Baptist moves for summary judgment on Gentry's claims for unjust enrichment and civil conspiracy.⁴ First, Baptist argues that the unjust enrichment claim is barred by the applicable 3-year statute of limitations in South Carolina. (ECF No. 46 at 18 (citing S.C. Code Ann. § 15-3-530(1)).) Baptist further argues that "[e]ven if the Court were to reject Baptist's statute-of-limitations defense, summary judgment still would be proper on Gentry's unjust enrichment claim because (1) Gentry cannot pursue an unjust enrichment claim, as an express written contract exists concerning the relevant subject matter; (2) Gentry cannot use unjust enrichment to revive its time-barred breach-of-contract claim and (3) Baptist has not been unjustly enriched." (Id. at 24-25.) In summary, Baptist asserts that "it is undisputed that the parties had a valid, written contract" and it is further "undisputed that Baptist paid Gentry for all the work Gentry performed for Baptist." (Id. at 25-26.) Accordingly, Baptist contends it is entitled to summary judgment on Gentry's unjust enrichment claim.

As to Gentry's civil conspiracy claim, Baptist argues that the claim is time-barred because the applicable statute of limitations in South Carolina is 3 years. (Id. at 18 (citing S.C. Code Ann. § 15-3-530(5)) & 26.) Baptist further argues that the civil conspiracy claim fails under either (1) Florida law because the claim is not tied to a viable, legally-actionable underlying tort (id. at 27 (citing, e.g., U.S. ex rel. Crenshaw v. Degayner, 622 F. Supp. 2d 1258, 1284 (M.D. Fla. 2008) (granting summary judgment in favor of defendant on civil conspiracy claim because plaintiff failed to establish an underling tort))); or (2) South Carolina law because the claim lacks an allegation of the requisite special damages in that the First Amended Complaint "combines damages from all counts in a single paragraph" (quoting Benedict Coll. v. Nat'l Credit Sys., Inc., 735 S.E.2d 518, 522 (S.C. Ct. App. 2012) ("Thus, dismissal of a claim for civil conspiracy is appropriate when 'a plaintiff merely repeats the damages from another claim instead of specifically listing special damages as part of their civil conspiracy claim.'") (citation omitted)). (ECF No. 46 at 27-28.) Finally, Baptist argues that the civil conspiracy claim fails as a matter of law because there is no evidence in the record of an agreement between it and third parties to combine for the purpose of harming Gentry. (Id. at 29.)

Gentry opposes Baptist's Motion for Summary Judgment. First, Gentry asserts that one aspect of its unjust enrichment claim - Baptist's use of the headend system at West Kendall Hospital - was discovered less than 3 years prior to the filing of the Amended Complaint. (ECF...