United States District Court, D. New Jersey
the Court is Drinker Biddle & Reath LLP
(“DBR”) and Antonio M. Pozos's (together
“Drinker Defendants”) motion for judgement on the
pleadings pursuant to Federal Rule of Civil Procedure 12(c).
(D.E. No. 23). The Court has jurisdiction pursuant to 28
U.S.C. § 1332.The Court has considered the parties'
submissions and decides the matter without oral
argument. See Fed. R. Civ. P. 78(b); L. Civ. R.
78.1(b). For the following reasons the Court GRANTS-IN-PART
and DENIES-IN-PART Drinker Defendants' motion.
Management LLC (“JNL”) is a Florida limited
liability company whose manager is Jonathan Lasko
(“Lasko”). (Compl. ¶¶ 2 & 3). Lasko
and JNL (together “Plaintiffs”) initiated this
action on April 3, 2018. (See Compl.). In relevant
part, the Complaint alleges that in early 2016 JNL was
engaged in discussions to purchase property located in
Mahwah, New Jersey, for use as a behavioral health,
residential substance abuse, detoxification and
rehabilitation center (the “Facility”). (Compl.
¶ 11). JNL eventually entered into a contract of sale
for the property. (Id.).
May 2016, JNL began discussions with Hackensack University
Medical Center (“HUMC”), a non-profit, research,
and teaching hospital that provides tertiary and healthcare
needs, regarding a joint venture for the Facility.
(Id. ¶¶ 12 & 14). Over the next few
months JNL and HUMC engaged in negotiations about the joint
venture. (See Id. ¶ 16). During this period
HUMC conducted due diligence, which included interviewing and
interacting with JNL's staff, reviewing financial models,
environmental and site reports, and conducting site visits
and inspections. (Id. ¶¶ 15 & 16).
later, HUMC advised JNL that it was exploring a relationship
with Carrier Clinic, Inc. (“Carrier”), a
not-for-profit behavioral healthcare system that specializes
in psychiatric and addiction treatment, and that any joint
venture for the Facility would include Carrier. (See
id. ¶¶ 13 & 25). The discussions between
JNL and HUMC/Carrier eventually led to the parties executing
a Letter of Intent, effective “as of July 1,
2017” (the “LOI”). (Id. ¶
26). The LOI contemplated an arrangement whereby JNL would
create a separate entity to purchase the Mahwah property,
which would then lease it to a management entity that HUMC
and Carrier would create to run the Facility. (See
id. ¶¶ 28 & 29).
late-January 2018, HUMC and Carrier had discussions with JNL
regarding Lasko's “unrelated business
dealings” with Philip Esformes
(“Esformes”). (Id. ¶ 40). Esformes
is “the owner of skilled nursing and assisted
facilities who is awaiting trial for alleged Medicare
fraud.” (See Id. ¶ 38 n.3). Based on
these discussions, HUMC and Carrier requested that a
provision be inserted into the lease for the Facility.
(Id. ¶ 40). This provision would permit HUMC
and Carrier to acquire ownership of the property in the event
that Lasko (or any entity he is affiliated with) was
prohibited from participating in federal programs, including
Medicare. (Id.). Plaintiffs accepted this request.
(Id. ¶ 41).
February 16, 2018, JNL's counsel was informed by Mark
Sparta, Executive Vice President and Chief Operating Officer
of HUMC, and Audrey Murphy, Executive Vice President and
General Counsel of HUMC, that HUMC and Carrier were not going
to proceed with the joint venture. (Id. ¶ 38).
Specifically, Sparta and Murphy stated that HUMC and Carrier
were informed by Drinker Defendants, who represented Carrier
during these negotiations, that:
• Mr. Lasko is a “person of interest” in
connection with the prosecution of Philip Esformes and the
Department of Justice “is not done with” Mr.
• Mr. Esformes maintains a financial interest in JNL;
• Mr. Lasko had, or has, a business relationship with a
“Mr. Delgado, ” a person involved in the Esformes
• Mr. Lasko is being investigated for possibly referring
patients to facilities in which Mr. Esformes had or has an
(See id.). Plaintiff contends that these statements
“were false, inaccurate, and/or misleading.”
(Id. ¶ 43).
follow-up call, Sparta and Jim Blazar, Executive Vice
President and Chief Strategy Officer of HUMC, confirmed to
Lasko that Drinker Defendants had made these statements.
(Id. ¶ 39). Sparta told Lasko that he was
“disappointed” and that if not for this new
information, “HUMC was ready to execute the lease and
proceed to immediately consummate the joint venture
contemplated by the LOI.” (Id.). Sparta also
told Lasko that “an attorney from DBR who was formerly
with the DOJ”-which the Complaint identifies as Pozos
(see Id. ¶ 38)-revealed this information during
a call with HUMC and Carrier. (Id. ¶ 39). In
their answer, the Drinker Defendants acknowledge that Pozos
spoke with HUMC and Carrier representatives about Lasko, but
deny making the alleged statements. (See Answer
JNL's counsel inquired of HUMC and Carrier as to whether
they intended to proceed with the joint venture.
(Id. ¶ 44). On February 26, 2018, HUMC and
Carrier responded that they would not be proceeding with the
joint venture. (Id. ¶ 45).
April 3, 2018, Plaintiffs filed this action, asserting three
claims against Drinker Defendants: Claim 2 - defamation,
Claim 3 - false light, and Claim 4 - tortious interference
with prospective business relations. On May 8, 2018, Drinker
Defendants filed an answer. (D.E. No. 17). Subsequently, the
parties briefed the instant motion for judgment on the
may move for judgment on the pleadings after the pleadings
are closed. See Fed. R. Civ. P. 12(c). When
adjudicating a motion for judgment on the pleading that seeks
dismissal for failure to state a clam, the court applies the
same standard as under Rule 12(b)(6). See Fed. R.
Civ. P. 12(h)(2); Turbe v. Gov't of Virgin
Islands, 938 F.2d 427, 428 (3d Cir. 1991).
state a claim a complaint must set forth a “short and
plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). “To
survive a motion to dismiss, a complaint 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 (2009) (quoting
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570
(2007)). “A claim has facial plausibility when the
plaintiff pleads factual content that allows the court to
draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Id. Neither a
claimant's “blanket assertion[s]” of a right
to relief nor “threadbare recitals of a cause of
action's elements, supported by mere conclusory
statements” satisfy Rule 8(a)(2)'s requirements.
Twombly, 550 U.S. at 556 n.3.
8(a)(2)'s pleading standard also requires that a
complaint set forth the plaintiff's claims with enough
specificity as to “give the defendant fair notice of
what the . . . claim is and the grounds upon which it
rests.” Twombly, 550 U.S. at 570. The
complaint must contain “sufficient facts to put the
proper defendants on notice so they can frame an
answer” to the plaintiff's allegations. Dist.
Council 47, Am. Fed'n of State, Cty. & Mun. Emps.,
AFL-CIO by Cronin v. Bradley, 795 F.2d 310, 315 (3d Cir.
assessing a Rule 12(b)(6), or as here, a 12(c), motion,
“all allegations in the complaint must be accepted as
true, and the plaintiff must be given the benefit of every
favorable inference drawn therefrom.” See Malleus
v. George, 641 F.3d 560, 563 (3d Cir. 2011). But a
reviewing court does not accept as true the complaint's
legal conclusions. See Iqbal, 556 U.S. at 678.
Therefore, a court must first separate a complaint's
facts from its legal conclusions and then assess whether
those facts raise a plausible claim for relief. See
Fowler v. UPMC Shadyside, 578 F.3d 203, 211-12 (3d Cir.
“[i]n deciding a Rule 12(b)(6) motion, a court must
consider only the complaint, exhibits attached to the
complaint, matters of the public record, as well as
undisputedly authentic documents if the complainant's
claims are based upon these documents.” Mayer v.
Belichick, 605 F.3d 223, 230 (3d Cir. 2010).
Documents Properly Before the Court
proceeding, the Court finds it necessary to first clarify
which documents it can properly consider in deciding the
instant motion. Drinker Defendants' Answer attached 26
exhibits, upon which the Answer relies to raise several
allegations. (See D.E. No. 17). These documents
include publicly available court documents from the Esformes
criminal prosecution (see D.E. Nos. 17-3 - 17-6,
17-12 - 17-14, 17-22 & 17-24 - 17-27), a Department of
Justice Press Release (D.E. No. 17-7), JNL's Articles of
Organization (D.E. No. 17-20) and 2016 Annual Report (D.E.
No. 17-21), multiple newspaper articles (see D.E.
Nos. 17-8 - 17-11 & 17-15 - 17-19), and a report prepared
on behalf of HUMC by a company named Marathon Strategies (the
“Marathon Report”) (D.E. No. 17-2). Defendants
appear to contend that the Court can rely on all ...