AB Staffing Sols., LLC Plaintiffs v. Asefi Capital, Inc.

AB Staffing Sols., LLC Plaintiffs v. Asefi Capital, Inc.

Opinion

MEMORANDUM OPINION

This case arises out of an agreement between three entities to provide medical staffing services to the states of Idaho and Washington to alleviate hospital staffing and supply shortages caused by COVID-19. However, the parties dispute the scope and terms of that agreement, with each having a different view of the nature of the arrangement and who bears the blame for issues with invoicing and receiving payment from the States. This matter comes before the Court on the parties' cross-motions to dismiss. For the reasons stated below, the Court will GRANT IN PART and DENY IN PART Defendant ACI Federal Inc.'s Motion to Dismiss Counts One and Four Through Nine of the First Amended Complaint (ECF No. 50). Additionally, the Court will GRANT IN PART and DENY IN PART Plaintiffs' Motion to Dismiss ACI Federal's Counterclaim (ECF No. 44).

I. FACTUAL BACKGROUND¹

A. Plaintiffs' Amended Complaint

i. The Parties [*4]  and the Contracts

Plaintiff AB Staffing Solutions, LLC ("ABSS"), an Arizona limited liability company, has its principal place of business in Arizona. (Amended Complaint ("Am. Compl.") (ECF No. 43) ¶ 2.) Plaintiff Bay Area Anesthesia, LLC, d/b/a World Wide Medical ("WWM"), an Arizona limited liability company, also has its principal place of business in Arizona. (Am. Compl. ¶ 3.) ABSS and WWM (collectively, "Plaintiffs") provide healthcare staffing solutions and have developed experience and knowledge related to providing contract nursing, allied health, therapy and physician services to government and commercial facilities throughout the country. (Am. Compl. ¶ 4.) Defendant ACI Federal ("ACI") is a Delaware corporation with its principal place of business in Virginia. (Am. Compl. ¶ 5.) ACI contracts with the government to provide healthcare solutions to the armed forces and various federal agencies. (Am. Compl. ¶ 5.)

Each party held a contract issued under the General Services Administration ("GSA") Federal Supply Schedule ("FSS") program 6211, which covers vendors who provide a variety of healthcare services. (Am. Compl. ¶ 9.) The FSS program prescreens vendors for technical capability [*5]  and to establish government-wide pricing. (Am. Compl. ¶ 10.) Contracting agencies may issue requests for quotations to schedule vendors to perform work specified in a task order or purchase order. (Am. Compl. ¶ 10.) Contracting agencies may also issue requests for quotations to establish a Basic Ordering Agreement ("BOA"), which the Federal Acquisition Regulations define as:

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