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Friedfertig Family Partnership 2 v. Lofberg

United States District Court, Third Circuit

December 13, 2013

FRIEDFERTIG FAMILY PARTNERSHIP 2, ABD MARK PECKMAN Plaintiffs,
v.
PER LOFBERG, Defendant.

OPINION

JOSE L. LINARES, District Judge.

This matter comes before the Court by way of Defendant Per Lofberg's motion to dismiss Plaintiff Friedfertig Family Partnership 2 and Plaintiff Mark Peckman (collectively "Plaintiffs")' Complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), and for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). This Court referred Defendant's motion to the Honorable Cathy L. Waldor, United States Magistrate Judge, pursuant to 28 U.S.C. § 636(b)(1)(B). Magistrate Judge Waldor filed a Report and Recommendation on October 14, 2013, recommending that Defendant's motion to dismiss for lack of personal jurisdiction be granted. On November 7, 2013, Plaintiffs filed an Objection to Magistrate Judge Waldor's Report and Recommendation. The Court decides this matter without oral argument pursuant to Rule 78 of the Federal Rules of Civil Procedure. For the reasons set forth below, the Court grants Defendant's motion to dismiss for failure to comply with Federal Rule of Civil Procedure 8(a), and, as a result, declines to adopt Magistrate Judge Waldor's Report and Recommendation at this time.

I. BACKGROUND

Plaintiffs' Complaint was filed on February 1, 2013 in the Superior Court of New Jersey. On March 14, 2013, Defendants removed the matter to this Court. [CM/ECF No. 1.]

The allegations in Plaintiffs' Complaint stem from their investments in Centerphase Solutions Inc. ("Centerphase"). "Centerphase was marketed as a company that offer[ed] superior clinical and commercial services to the biopharmaceutical industry by leveraging a global network of respected academic medical centers with pools of patient data and outstanding clinical capabilities.'" (Compl. ¶ 4.) Plaintiffs allege that they had a conversation with Jeffrey Tarlowe, the Chief Financial Officer of Centerphase, in which Tarlowe informed them that Defendant, who had been an executive with Merck Capital Ventures, "would play a major role in the business and [that] his background, experience and contacts in the industry would be key to a successful venture." ( Id. at ¶¶ 5, 7.) Plaintiffs claim that Defendant "was touted as the most important part of the management team and...business plan, " and that the business plan materials stated that Centerphase would "be guided by its Executive Chairman, Per Lofberg[, ] former head of Merck Capital Venture and Merck-Medco." ( Id. at ¶¶ 4, 7.) Allegedly based upon Tarlowe's statements and those in the business plan, Plaintiff Friedfertig invested $600, 000 and Plaintiff Peckman invested $100, 000 in Centerphase. ( Id. at ¶ 8.)

Plaintiffs allege that Defendant "knew or should have known that investors such as Plaintiffs were investing monies into Centerphase because of [his] experience, knowledge, connections and overall expertise in the industry." ( Id. at ¶ 9.) According to the Complaint, Defendant "disregarded his duties as an officer, director and/or key employee of the company and failed to discharge his duties to the company." ( Id. at ¶ 11.) Specifically, Plaintiffs claim that Defendant "did not provide the time and effort needed to grow the company and make the company successful." ( Id. at ¶ 11.)

In light of the foregoing, Plaintiffs' Complaint asserts five causes of action: (1) negligence; (2) gross negligence; (3) breach of the duty of care; (4) breach of the duty of loyalty; and (5) breach of the duty to act in good faith.

On April 24, 2013, Defendant filed a motion to dismiss Plaintiffs' Complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2), or, in the alternative, failure to state a claim pursuant to Rule 12(b)(6). Defendant argued that all claims are subject to dismissal because the Court lacks personal jurisdiction over Defendant, who is a resident of Massachusetts. In the alternative, Defendant asserted that Plaintiffs' claims should be dismissed because: (1) they are derivative claims that belong to the company and cannot be asserted directly; and (2) "[the] claims are so conclusory and devoid of factual content that they do not satisfy the Iqbal/Twombly pleading standard." [CM/ECF No. 6-1, at 1.]

This Court referred Plaintiffs' motion to Magistrate Judge Cathy L. Waldor pursuant to 28 U.S.C. § 636 (b)(1)(B). On October 24, 2013, Magistrate Judge Waldor entered her decision, recommending that Defendant's motion to dismiss for lack of personal jurisdiction be granted. Currently before the Court is Magistrate Judge Waldor's October 24, 2013 Report and Recommendation, as well as Plaintiffs' objection thereto.

II. LEGAL STANDARDS

When a magistrate judge addresses motions that are considered "dispositive, " such as to grant or deny a motion to dismiss, a magistrate judge will submit a Report and Recommendation to the district court. 28 U.S.C. § 636(b)(1)(A); Fed.R.Civ.P. 72; L. Civ. R. 72.1(c)(2). The district court may then "accept, reject or modify, in whole or in part, the findings or recommendations made by the magistrate. The judge may also receive further evidence or recommit the matter to the magistrate with instructions." 28 U.S.C. § 636(b)(1)(C); see also L. Civ. R. 72.1(c)(2). Unlike an Opinion and Order issued by a magistrate judge, a Report and Recommendation does not have the force of law unless and until the district court enters an order accepting or rejecting it. See United Steelworkers of Am. v. N.J. Zinc Co., Inc., 828 F.2d 1001, 1005 (3d Cir. 1987).

When a litigant files an objection to a Report and Recommendation, the district court must make a de novo determination of those portions to which the litigant objects. 28 U.S.C. § 636(b)(1) (C); Fed.R.Civ.P. 72(b); L. Civ. R. 72.1(c)(2).

For a complaint to survive a motion to dismiss pursuant to Rule 12(b)(6), it "must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.'" Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). "Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id.

In determining the sufficiency of a complaint, the Court must accept all well-pleaded factual allegations in the complaint as true and draw all reasonable inferences in favor of the non-moving party. See Phillips v. Cnty. of Allegheny, 515 F.3d 224, 234 (3d Cir. 2008). But, "the tenet that a court must accept as true all of the allegations contained in a complaint is inapplicable to legal conclusions." Iqbal, 556 U.S. at 678. Thus, legal ...


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