United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
AUDREY G. FLEISSIG, District Judge.
This matter is before the Court on the motion of Plaintiff Select Rehabilitation, Inc. ("Select") for summary judgment on Counts I and II of Plaintiff's complaint. For the reasons set forth below, the motion shall be granted.
Select brought this diversity action against Defendants Benchmark Healthcare of Harrisonville, LLC; Harrisonville Healthcare, LLC; Benchmark Healthcare of Lee's Summit, LLC; Benchmark Healthcare of Lexington, LLC; Benchmark Healthcare of Raytown, LLC; Benchmark Healthcare of Monet, LLC; Benchmark Healthcare of St. Charles, LLC; Benchmark Healthcare of Willowbrooke, LLC; Benchmark Healthcare of Wildwood, LLC (collectively, the "Benchmark Facilities"); and Benchmark Healthcare Group, Inc. and Benchmark Healthcare Management, LLC (all of the foregoing entities, collectively, the "Defendants") seeking to recover payments due to Select for certain therapy services provided to the Benchmark Facilities.
Viewing the facts in the light most favorable to Defendants, the record establishes the following. Select, an Illinois corporation with its principal place of business in Illinois, provides speech, physical, and occupational therapy services at skilled nursing facilities, hospitals, and outpatient centers. All Defendants except one, which is a Missouri corporation with its principal place of business in Missouri, are limited liability companies "organized under the law of the State of Missouri, " and "upon information and belief, none of the members of any of the limited liability company Defendants are citizens of Illinois." (Doc. No. 29 at 4-5.)
Select provided therapy services to the Benchmark Facilities pursuant to written Therapy Services Agreements with these facilities. The Therapy Services Agreements were assigned to Select by EnduraCare Therapy Management, Inc. Despite accepting Select's services, the Benchmark Facilities failed to pay for these services.
As a result of the failure to pay, on or about January 15, 2013, Select entered into a Payment Plan Agreement with each of the Defendants. In the Payment Plan Agreement, the Benchmark Facilities admitted owing Select $2, 251, 538.06 ("Principal Amount"), in addition to amounts not yet invoiced. (Doc. No. 41-3 at 3.) Each Benchmark Facility also agreed to be jointly and severally liable for the debt of the others, and to pay all new invoices issued by Select for therapy services performed in December 2012 and thereafter promptly when due. Id. at 7-8. As additional security for payments for the Principal Amount and invoices for services in and after December 2012, Benchmark Healthcare Group, Inc. and Benchmark Healthcare Management, LLC ("Guarantors") individually and collectively guaranteed the payment obligations of the Benchmark Facilities, including "attorneys' fees and costs." Id. at 10. The Payment Plan Agreement provided that Select may "seek to recover unpaid amounts due... from such Guarantors"; and "[e]ach Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the Debt." Id. at 10-11.
The Benchmark Facilities also executed a Promissory Note (the "Note") in favor of Select and agreed to pay Select the Principal Amount, plus interest at the rate of 10% per annum on the unpaid principal balance in the event of a default. (Doc. No. 41-4 at 2.) The Note also provides for the recovery of attorneys' fees and costs. Id. at 3. The Guarantors unconditionally guaranteed all amounts due Select under the Note.
In reliance on the guaranty, Select continued to provide therapy services to the Benchmark Facilities from December 2012 to October 2013, and invoiced the Benchmark Facilities $1, 099, 901.21.
Select has made demands on the Defendants for payments of amounts due under the Payment Plan Agreement and the Note. Yet the Principal Amount and additional charges for services rendered from December 2012 to October 2013 remain due and owing to Select.
Select moves for summary judgment on Counts I and II of the complaint. Select alleges breach of the Payment Plan Agreement and the Note and asks for damages in the total amount of $3, 720, 932.30, representing the Principal Amount, damages for services rendered from December 2012 through October 2013 in the amount of $1, 099, 901.21, and interest on the Principal Amount in the amount of $369, 493.15, plus costs and reasonable attorneys' fees.
Defendant filed a statement of no response. (Doc. No. 45.)
Summary judgment is appropriate if "the movant shows that there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). "Once the moving party has met its burden, the non-moving party may not rest on the allegations of his pleadings, but must set forth specific facts, by affidavit or other evidence, showing that a genuine issue of material fact exists." Singletary v. Missouri Dep't of Corr., 423 F.3d 886, 890 (8th Cir. 2005). If the adverse party does not so respond, summary judgment, if appropriate, shall be entered against the adverse party. Fed.R.Civ.P. 56(e); See also Satcher v. Univ. of Arkansas at Pine Bluff Bd. of Trs., 558 F.3d 731, 735 (8th Cir. 2009) ("It was not the District Court's ...