United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
CAROL E. JACKSON, District Judge.
This matter is before the Court on defendant's motion to dismiss plaintiff's complaint for failure to state a claim for relief, pursuant to Fed.R.Civ.P. 12(b)(6). Plaintiff has filed a timely response, and the issues are fully briefed.
Plaintiff brings this action, asserting claims of breach of contract (Count I) and tortious interference with contracts and business expectancies (Count II). Defendant argues that the allegations of the complaint are insufficient to support either claim.
Plaintiff Quality Resources, Inc. provides temporary staffing services to businesses. Plaintiff has written and oral contracts with the workers it employs for the temporary assignments. Pursuant to the terms of a "Professional Services Agreement" dated October 31, 2008, plaintiff agreed to provide temporary personnel to defendant Pfizer Inc.
The Professional Services Agreement is attached to the complaint. The provisions of the contract regarding termination are set forth in Paragraph 3. Paragraph 3.2 provides, in relevant part:
Either party may terminate this Agreement without cause upon thirty (30 days prior written notice to the other party; provided, however, Pfizer shall have the right at any time to (a) terminate any portion or request for Services by providing Contractor with five (5) days prior written notice...
Compl., Ex. 1 (emphasis in original)
Paragraphs 3.3 and 3.4 describe the plaintiff's obligation to return to defendant all materials related to the services provided and all property ( i.e., advertising materials, copyrighted works, etc.) owned by defendant upon termination of the contract. The defendant's obligation to pay for services rendered up to the date of termination is set forth in Paragraph 3.5. Id.
In Paragraph 10.1 of the contract, the parties agreed:
Contractor shall render the Services as an independent contractor and acknowledges that Contractor, its personnel, or employees are not employees of Pfizer... Contractor shall remain solely liable for all aspects of the employment of such persons, including, without limitation, recruitment, hiring, firing, training, promotion, compensation, all payroll taxes and other deductions and all premiums or payments made for workers compensation coverage, unemployment benefits or any other payments requires by law to be made by employers for or on behalf of employees.
In Paragraph 13.2, the parties agreed that "[t]he provisions, terms and conditions of this Agreement... constitute the entire agreement of the parties with regard to the subject matter of this Agreement and supersede any prior agreements whether oral or written." Id . The parties further agreed that the contract would be construed under New York law.
There is no provision in the contract that prohibits or restricts in any manner the defendant's hiring of personnel supplied by plaintiff, either during the ...