Consigli & Associates, LLC v. Maplewood Senior Living, LLC

Background

Consigli & Associates, LLC sued Maplewood Senior Living, LLC for damages arising from construction of an assisted living and memory care facility in New York City. The complaint asserted claims for breach of contract, quantum meruit, negligent misrepresentation, and wrongful termination.

The complaint alleged that Consigli entered a 2016 construction contract for the facility, with Maplewood acting as the owner’s agent. According to the complaint, the plans and specifications omitted work that Consigli was required to perform, Consigli substantially completed the work, Maplewood occupied the facility, and Maplewood refused to pay for a significant portion of the work. The complaint also alleged that Maplewood knew nearby structures were vulnerable to vibration damage, did not disclose information needed for Consigli to perform the work safely, and that Consigli incurred costs after adjacent structures were damaged. Maplewood issued a certificate of substantial completion on February 9, 2021, and terminated the contract on March 23, 2021.

Maplewood moved under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not adequately state a legally actionable claim, seeking dismissal of the quantum meruit, negligent misrepresentation, and wrongful termination claims. For this motion, the court treated well-pleaded factual allegations as true but disregarded legal conclusions presented as facts.

Quantum Meruit

Under New York law, quantum meruit permits recovery for the reasonable value of services in certain circumstances. A plaintiff generally cannot use quantum meruit when a valid contract governs the subject matter, although the claim may be pleaded alternatively if the plaintiff alleges that the contract is void, unenforceable, or does not cover the disputed work.

The court dismissed Consigli’s quantum meruit claim. The complaint expressly denied that the contract was unenforceable and did not allege facts showing what work supported the quantum meruit claim or how that work differed from the work supporting the breach-of-contract claims. The court also declined to consider additional facts about the contract’s scope that Consigli raised only in its legal memorandum rather than in the complaint.

Negligent Misrepresentation

The court dismissed the negligent misrepresentation claim because the allegations were conclusory. The complaint referred generally to representations in the contract documents and drilling parameters but did not identify specific representations or describe their substance or nature. The court concluded that these allegations did not satisfy even the ordinary pleading requirement under Rule 8.

Wrongful Termination and Damages

The court rejected Maplewood’s argument that the wrongful termination claim should be dismissed because Consigli had not alleged recoverable damages. Under the court’s understanding of New York law, when a contract is wrongfully terminated before completion, quantum meruit may provide a measure of damages. The contract also stated that a termination without cause under one provision would be treated as a termination for convenience under another provision, which provided damages consistent with quantum meruit.

The court did dismiss Consigli’s demand for consequential damages because the parties had mutually waived claims for those damages in the contract. The court otherwise denied the motion as to the wrongful termination claim. It also denied Maplewood’s request to strike allegations concerning conduct before termination, explaining that those allegations could be considered insofar as they related to the wrongful termination claim.

Disposition

The court granted in part and denied in part Maplewood’s motion to dismiss. The quantum meruit and negligent misrepresentation claims were dismissed, as was the demand for consequential damages on the wrongful termination claim. The motion was otherwise denied as to the wrongful termination claim. The surviving claims were breach of contract and wrongful termination. Judge Lorna G. Schofield directed the Clerk of Court to close the motion.