United States District Court, E.D. Kentucky, Central Division
MEMORANDUM OPINION AND ORDER
M. HOOD SENIOR U.S. DISTRICT JUDGE
matter is before the Court upon the Motion to Dismiss [DE 4]
of Defendant Logistic Health, Inc. (“LHI”).
Plaintiff has filed a Response [DE 5], and Defendant LHI has
filed a Reply in further support of its Motion [DE 6]. For
the reasons that follow, Defendant LHI's Motion will be
LHI has a contract to provide healthcare services at the
United States Department of Veterans Affairs
(“VA”) healthcare facility in Lousiville,
Kentucky. NSS is a subcontractor to LHI, tasked with
providing staff to serve at the VA. An agent of NSS
approached Clemans in March of 2017, while she was employed
elsewhere, and asked her about working in a job at the VA.
Clemans interviewed on March 20 and 22, 2017.
the second interview, on March 22, Clemans informed NSS and
LHI that she had her temporary license to practice psychology
in Kentucky but did not yet have her independent license. She
explained that, until she received her independent license,
she needed the supervision of another psychologist to
practice. LHI employees informed her and NSS that her
licensure was sufficient.
then executed a contract with NSS for employment in late
March. It is unclear from the Complaint why she did not begin
work soon after that contract was executed, but time passed.
LHI again asked about her temporary license on September 6,
2017, and she explained that her licensure situation remained
the same to several LHI employees. In a series of emails on
September 15, 2017, she informed LHI that she had quit her
previous job in order to work with LHI, and LHI employees
informed her that she would begin work with NSS the next
week. More time passed. Then, on September 25, 2017, Clemans
executed another employment agreement with NSS in
contemplation of beginning work at the VA.
October 1, 2017, the day before she believed she would begin
work, she avers that she “was contacted and informed
that NSS and LHI would not be honoring the employment
contract” because her temporary license did not satisfy
the VA staffing requirements and regulations, and that she
could not begin work at the VA. NSS later issued a written
notice, dated October 11, 2017, stating that the employment
agreement was being cancelled for this reason. She then filed
this suit, averring that NSS and LHI are liable to her for
damages for breach of contract and upon a theory of
response to LHI's Motion to Dismiss, Clemans concedes
that she can state no claim for breach of contract with LHI
because, quite simply, she never entered into a contract with
LHI. Accordingly, this claim will be dismissed for failure to
state a claim pursuant to Fed.R.Civ.P. 12(b)(6). See
Fritz v. Charter Tp. of Comstock, 592 F.3d 718, 722 (6th
Cir. 2010) (explaining that, under Fed.R.Civ.P. 12(b)(6)
court must take “all well-pleaded material allegations
of the pleadings” and that averments of the complaint
“need to be sufficient to give notice to the defendant
as to what claims are alleged, and the plaintiff must plead
‘sufficient factual matter' to render the legal
claim plausible, i.e., more than merely possible”).
she succeed upon a theory of promissory estoppel, an
equitable remedy “which is only applicable if a fraud
or some other injustice would result.” See Lynch v.
Sease, 244 Fed.Appx. 736, 739 (6th Cir. 2007). Under
Kentucky law, promissory estoppel requires (1) a promise (2)
based upon “which the promisor should reasonably expect
to induce action or forbearance on the part of the
promisee[s] or a third person” and (3) that has
actually “induce[d] such action or forbearance”
so that (4) “injustice can be avoided only by
enforcement of the promise.” See
Lichtefeld-Massaro, Inc. v. R.J. Manteuffel Co., 806
S.W.2d 42, 44 (Ky. App. 1991). The reliance must be
justified. See FS Invs., Inc. v. Asset Guar. Ins.
Co., 196 F.Supp.2d 491, 507 (E.D. Ky. 2002).
the plain language of the agreements that she entered into
with NSS which set forth that NSS would be providing her
insurance, supervising her, and addressing all concerns she
had, she cannot simultaneously contend that she somehow
justifiably relied on a separate oral promise from LHI that
would have a position at the VA as an employee of NSS or that
such a statement would place her in privity with LHI in any
way. See Derby City Capital, LLC v. Trinity HR
Servs., 949 F.Supp.2d 712, 728-29 (W.D.Ky. 2013)
(holding that, in applying Kentucky law in the Sixth Circuit,
“a promissory-estoppel claim cannot be based upon a
performance that is contractually required, ” reasoning
that “it is a ‘widely accepted principle that
promissory estoppel is applicable only in the absence of an
otherwise enforceable contract).
IT IS ORDERED that Defendant LHI's