SCCY Industries, LLC v. Pragmatic Consulting, Inc.

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW HAMPSHIRE
SCCY Industries, LLC
v. 	Case No. 21-cv-281-PB
Opinion No. 2021 DNH 113
Pragmatic Consulting, Inc.
MEMORANDUM AND ORDER
This case arises from a contract that SCCY Industries, LLC
entered into with Pragmatic Consulting, Inc. 	SCCY sued
Pragmatic and Pragmatic responded with a series of
counterclaims. 	SCCY has moved to dismiss two of those
counterclaims — one for unjust enrichment and one for quantum
meruit.
I. 	BACKGROUND
Pragmatic agreed to provide consulting services to SCCY
pursuant to a document the parties refer to as the "Epicor ERP
Consulting Contract Agreement" ("Agreement"). 	The Agreement
incorporates by reference an "Assessment Report" that Pragmatic
prepared to describe the scope of work to be provided pursuant
to the Agreement. 	The Agreement authorizes Pragmatic to bill
for both consulting services incurred "in accordance with" the
Assessment Report and certain expenses incurred while performing
covered consulting services. 	The Agreement also states that
Pragmatic will be paid for expenses incurred "outside the scope
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of normal operations" only if they are approved in advance by
SCCY.
II. 	ANALYSIS
Pragmatic's unjust enrichment and quantum meruit claims are
based on the premise that Pragmatic performed valuable services
for SCCY in addition to the services covered by the Agreement.
SCCY suggests that these claims cannot succeed because the
subject of the claims is governed by an enforceable contract. 	I
disagree.
Although SCCY supports its argument by citing the clause in
the Agreement that prohibits Pragmatic from recovering for
expenses "incurred outside the scope of normal operations"
unless they are approved in advance by SCCY, that provision is
not controlling because Pragmatic is seeking to recover for
consulting services rather than expenses. 	SCCY's reliance on
Axenics, Inc. v. Turner Construction Co., 164 N.H. 659, 670
(2013) is also misplaced because the New Hampshire Supreme Court
held in that case that the plaintiff could not recover on an
unjust enrichment theory for services that were covered by a
contract. 	In the present case, in contrast, Pragmatic's unjust
enrichment and quantum meruit claims are based on its contention
that it provided valuable services to SCCY that were not covered
by the Agreement.
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SCCY also complains that the unjust enrichment and quantum
meruit claims are not sufficiently developed to withstand a
motion to dismiss. 	While it is unlikely that either claim will
survive a properly supported motion for summary judgment unless
additional facts are developed during discovery, the claims as
pleaded are minimally sufficient to state plausible claims for
relief. 	Accordingly, I deny SCCY's motion to dismiss (doc. no.
15). 1
SO ORDERED.
/s/ Paul J. Barbadoro
Paul J. Barbadoro
United States District Judge
July 21, 2021
cc: 	Counsel of Record
1 I determined after reviewing the pleadings that no purpose
would be served by holding oral argument on the motion.
Accordingly, the hearing on the motion is cancelled.
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