Co-authored by Jason F. Clouser.

Plaintiff Scott McNamara, M.D. brought an action against defendants Catherine Picken, M.D. and Washington ENT Group, PLLC (WENT) for an accounting, conversion, breach of contract, interference with business relations, and defamation.

McNamara alleged that he and Picken first discussed the possibility of sharing office space and then later agreed to merge their medical practices. According to the complaint, McNamara and Picken executed a sublease for office space and printed out announcements regarding the merger. WENT began billing insurers for services rendered by McNamara and McNamara was added to the WENT bank account. The parties, according to the complaint, orally agreed to share profits and losses equally. Despite discussing signing a partnership agreement, the parties never completed a draft or executed any written agreement.

The business relationship eventually fell apart because, the complaint alleges, Picken came to believe McNamara had stolen money from WENT and engaged in “unprofessional acts.” The complaint alleges that Picken tortuously interfered with McNamara’s business relations by repeating these conclusions to a WENT employee and to personnel at a hospital where both doctors worked.

The defendants moved for judgment on the pleadings pursuant to Federal Rules of Civil Procedure Rule 12(c) on all counts. The defendants argued that Counts I (accounting), II (accounting and conversion), and IV (breach of contract) failed as a matter of law because the plaintiff had not adequately alleged the existence of a partnership agreement. Because the parties had discussed executing a written agreement which never materialized, the defendants argued the parties could not have had the requisite intent to create an enforceable oral contract. The court disagreed that this factor was dispositive, and concluded that the complaint alleged sufficient facts plausibly showing that the parties had intended to be bound by the alleged oral agreement such that the defendants’ Rule 12(c) motion should be denied. The court did, however, decided to dismiss the tortuous interference claim on the ground that the plaintiff failed to allege damages.

McNamara v. Picken, 2012 WL 76176 (D.D.C. Jan. 11, 2012).