United States District Court, D. Hawaii
GEORGE MARTIN, M.D., et al. Plaintiffs,
HOTEL AND TRANSPORTATION CONSULTANTS, INC, et al. Defendants, AND RELATED COUNTERCLAIMS AND CROSS CLAIM.
ORDER GRANTING IN PART AND DENYING IN PART DEFENDANTS
HOTEL AND TRANSPORTATION CONSULTANTS, INC. AND JOSE A.
MENA'S MOTION TO DISMISS, ECF NO. 95
Michael Seabright Chief United States District Judge.
George Martin, M.D. (“Martin”), Advances in
Cosmetic and Medical Dermatology Hawaii, LLC
(“ACMD”), and Excellence in Rheumatology
Education, LLC (“EIRE”) (collectively
“Plaintiffs”) have filed a multi-count Second
Amended Complaint (“SAC”) against Defendants Jose
A. Mena (“Mena”) and Hotel and Transportation
Consultants, Inc. (“HTC”) (collectively
“Defendants”) and others. ECF No. 91. Defendants move
to dismiss the SAC for failure to state a claim upon which
relief may be granted. ECF No. 95. For the following reasons,
the Motion is GRANTED in part and DENIED in part.
a dermatologist, and Mena, a meeting planner, formed ACMD
“to provide seminars and meetings on topics in cosmetic
and medical dermatology.” SAC ¶¶ 9-10. Mena
is president of HTC, which was an initial member of ACMD.
Id. ¶¶ 5, 9. In approximately 2007-2008,
Martin purchased Defendants' interest in ACMD.
Id. ¶ 12. The parties, however, continued a
to the SAC, Plaintiffs and “HTC/Mena” agreed
(sometimes in writing but, as is pertinent here,
orally) that Mena and/or HTC would continue to
provide meeting management services to Plaintiffs in exchange
for Plaintiffs' designating them as meeting planners and
agents on hotel contracts, entitling Defendants to
commissions under those contracts. Id. ¶¶
13-21. The SAC describes the meeting management services as
“including, but not limited to, negotiation of hotel
contracts and addenda, managing hotel contracts, ensuring
accurate billing, managing attendees' hotel reservations,
balancing reserved rooms, and managing the meeting
website.” Id. ¶ 13.
to the SAC, in reliance on this oral agreement, Plaintiffs
contracted to hold meetings in 2017 through 2021 at various
resorts. Id. ¶¶ 22-28. Meeting locations
include the Wailea Beach Marriott Resort and Spa on Maui,
id. ¶ 22, the Grand Wailea Resort Hotel &
Spa, also on Maui, id. ¶ 25, The Broadmoor in
Colorado, id. ¶ 27, and the Hilton New Orleans
Riverside, id. ¶ 28. The contracts for these
meetings provide for a 10% commission on room rates to be
paid to HTC. Id. ¶¶ 24-28. The SAC alleges
that “Defendant HTC was the Agent of Record and meeting
planner for Plaintiffs under the contracts with Defendant
Marriott, ” id. ¶ 22, and that
“Defendant HTC and Defendant Mena were designated
meeting planners under the contracts with Defendant GWR,
” id. ¶ 25. “Defendant Mena, as
Meeting Planner, would also receive Hilton Honor points for a
qualifying event.” Id. ¶ 26.
and Mena's business relationship apparently soured in
about 2016. In March of that year, a dispute arose between
them about registration fees for a summer 2016 meeting:
“Martin had indicated he no longer would use Defendants
HTC/Mena's services for meeting registration, and
Defendants HTC/Mena claimed they were entitled to the funds
as a cancellation fee.” Id. ¶ 29. That
dispute was resolved in Hawaii State court and resulted in a
judgment against Defendants. Id. ¶¶ 30-31.
current suit, Plaintiffs allege that Defendants have
“mismanaged the negotiations of Plaintiffs' hotel
contracts.” Id. ¶ 32. But the gravamen of
Plaintiffs' complaint appears to be Defendants'
refusal, since July 31, 2016, to provide certain meeting
management services, specifically reservation assistance and
“the hotel portion of services” for the 2017-2021
meetings. Id. ¶¶ 34-35. According to the
SAC, “Defendants HTC/Mena acknowledged having provided
the[se] services in the past, but claimed they were
‘gratuitous.'” Id. ¶ 36.
allege that they have “had to hire another company . .
. to oversee and manage the work that should have been
performed by Defendants.” Id. ¶ 37. And
they contend, among other things, that they or their new
agents are entitled to the commissions and rewards payable
under the relevant hotel contracts and/or that they are
entitled to damages. See id. at ¶¶ 45, 50,
54, 61, 67, 72, 77 & A-H.
originally filed suit in Hawaii State Court. ECF No. 1-1. The
action was removed to this court on March 2, 2017, ECF No. 1,
and HTC filed a Counterclaim, ECF No. 11. Plaintiffs filed a
first amended complaint, ECF No. 16, in response to GWR's
Motion for a more definite statement, ECF No. 10, which GWR
then withdrew, ECF No. 31. After Marriott filed a
Counterclaim and Crossclaim for Interpleader, ECF No. 40, and
GWR filed a Motion for Interpleader Deposit, ECF No. 27,
Interpleader Defendants were ordered to deposit all
commission funds for their relevant contracts with the court
registry, ECF Nos. 52, 55.
filed the SAC on February 28, 2018. ECF No. 91. Defendants
moved to dismiss on March 14, 2018. ECF No. 95. Plaintiffs
filed an Opposition on May 8, 2018, ECF No. 108, and
Defendants replied on May 15, 2018, ECF No. 110. A hearing
was held on May 29, 2018.
STANDARD OF REVIEW
Rule of Civil Procedure 12(b)(6) permits a motion to dismiss
for “failure to state a claim upon which relief can be
granted.” A Rule 12(b)(6) dismissal is proper when
there is either a “lack of a cognizable legal theory or
the absence of sufficient facts alleged.” UMG
Recordings, Inc. v. Shelter CapitalPartners,
LLC, 718 F.3d 1006, 1014 ...