Aspira Health, LLC v. Virtual OfficeWare (DE), LLC

Citation: Not availableDocket: S22C-05-015 RHR

Court: Superior Court of Delaware; November 13, 2022; Delaware; State Appellate Court

Original Court Document: View Document

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Defendant Virtual OfficeWare (DE, LLC) filed a Motion to Dismiss for Lack of Venue, claiming that a forum selection clause in an agreement mandates litigation in Massachusetts. The court denied this motion. Virtual OfficeWare, a Delaware LLC based in Pennsylvania, and Plaintiff Aspira Health, LLC, also a Delaware LLC, engaged in four contracts for services between September 2020 and October 2021. These contracts, termed 'service proposals,' outline VOW's responsibilities and fee obligations but lack comprehensive terms typical in business contracts. The first contract, dated September 10, 2020, states it becomes effective upon Aspira's acceptance and is part of the "Athena Services Agreement," which is not clearly defined. Attached documents include an Addendum A related to the "Athena Services Agreement—Managed Entity," executed by VOW and Aspira but lacking Athena's signature, and an Addendum B detailing terms and conditions that include a forum selection clause. However, it remains unclear if Athena signed Addendum B, which is critical to the case.

In early 2022, Aspira suspected VOW of mismanaging its accounts by failing to collect revenues, incorrectly coding claims, and inadequately credentialing Aspira’s doctors. Aspira's investigation indicated that VOW did not collect substantial amounts owed by patients, unilaterally wrote off accounts receivable, and failed to conduct required coding audits per the First Contract. On March 15, 2022, Aspira notified VOW of its decision to terminate their contracts, referencing Section 3 of Addendum B. Aspira filed a Complaint on May 9, 2022, claiming VOW breached four contracts and was negligent in managing its accounts, along with allegations of material misrepresentations made to induce Aspira into further contracts. VOW responded with a Motion on July 8, 2022, asserting that the terms of Addendum B, particularly Section 12, which it claims is a binding forum selection clause, apply to all disputes. VOW argues that Aspira's termination notice acknowledges the binding nature of these terms. Conversely, Aspira contends that Section 12 pertains only to disputes involving Athena, asserting that VOW acts as Aspira’s agent and that Athena is not a party to this dispute, thus the clause is inapplicable. Furthermore, Aspira argues that the subsequent service proposals do not specify a venue. Under Superior Court Civil Rule 12(b)(3), the court's review of a motion to dismiss for improper venue focuses on the sufficiency of the complaint, assuming the truth of well-pleaded facts and considering extrinsic evidence to ascertain if a prima facie case is established.

The service proposals and their attachments are identified as confusing and poorly drafted, lacking clarity despite the significant financial implications. The four proposals resemble sales pitches with minimal terms, and they contain inconsistent headings, conflicting language, and references to non-existent or unattached documents. Delaware courts typically honor the terms of private agreements, but without clear language, they do not interpret forum selection clauses as establishing exclusive jurisdiction. 

In this case, VOW's request to dismiss the Complaint is based on an addendum that is not explicitly mentioned in the First Contract or the other proposals. While a contract may incorporate provisions from other documents, this requires a clear intention to do so, which is lacking here. Addendum B contains a venue provision but does not clarify its relation to VOW and Athena, the latter of which appears not to have executed any of the documents. The venue clause seems intended for Athena, a non-party to the litigation. 

Additionally, the exhibits mentioned in the Complaint reference other documents that are absent from the court's record, contributing to the uncertainty about the parties' intentions. Nonetheless, the court finds that Aspira has established a prima facie case against VOW, which does not dispute that the service proposals were fully executed. Aspira alleges that VOW breached the contracts, acted negligently, and misrepresented facts, causing Aspira injury. Consequently, VOW's Motion to Dismiss for lack of venue is denied.