Briebug Software, Inc. v. Ault Alliance, Inc.

Background

Briebug Software alleged that it entered into an agreement with Ault Alliance to produce a secure online e-commerce marketplace where third-party sellers could transact using Bitcoin. Briebug asserted claims for breach of contract, breach of the duty of good faith and fair dealing, promissory estoppel, and quantum meruit. It alleged that Ault improperly attempted to terminate the agreement and failed to pay for completed work.

Ault moved to dismiss under Rule 12(b)(6), which permits dismissal when a complaint does not plausibly state a legal claim for relief.

Court’s Analysis

The court held that Briebug plausibly alleged that both parties intended to be bound by a written Master Services Agreement and an accompanying Statement of Work. The Master Services Agreement was signed by both parties and identified the services, schedule, and payments. The Statement of Work added specific production dates and expectations for the sales platform. The court therefore found that Briebug plausibly stated a breach-of-contract claim.

The court also held that, because Briebug had a plausible contract claim based on the same facts, it could not separately recover for breach of the duty of good faith and fair dealing, promissory estoppel, or quantum meruit.

Disposition

Judge Alvin K. Hellerstein denied Ault’s motion to dismiss as to Briebug’s breach-of-contract claim. The court granted the motion as to the claims for breach of the duty of good faith and fair dealing, promissory estoppel, and quantum meruit. The Clerk was directed to terminate the motion at ECF No. 15.