Peachtree Orthopaedic Clinic, P.A. v. Deep Seas, LLC

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF CALIFORNIA
PEACHTREE ORTHOPAEDIC CLINIC,
P.A., a Georgia professional corporation,
Plaintiff,
v.
DEEP SEAS, LLC, a California limited
liability company,
Defendant.
Case No.: 25-CV-997 JLS (SBC)
ORDER GRANTING PARTIAL
MOTION TO DISMISS
COUNTERCLAIM
(ECF No. 12)
DEEP SEAS, LLC, a California limited
liability company,
Counter-Claimant,
v.
PEACHTREE ORTHOPAEDIC CLINIC,
P.A., a Georgia professional corporation,
Counter-Defendant
Presently before the Court are Counter-Defendant Peachtree Orthopaedic Clinic,
P.A.’s (“POC”) Partial Motion to Dismiss Defendant Deep Seas, LLC’s Counterclaim
(“Mot.,” ECF No. 12) and accompanying Memorandum of Points and Authorities
(“Mem.,” ECF No. 12-1). Also before the Court are Counter-Claimant Deep Seas, LLC’s
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(“Deep Seas”) Opposition (“Opp’n,” ECF No. 13) thereto, and POC’s Reply (“Reply,”
ECF No. 14) in support thereof. Having carefully considered POC’s Motion, the Parties’
arguments, and the law, the Court GRANTS POC’s Partial Motion to Dismiss (ECF
No. 12) WITH LEAVE TO AMEND.
BACKGROUND
I. 	POC’s Allegations1
On April 22, 2025, POC, an orthopedic medical practice operated in various
locations throughout the State of Georgia, filed a Complaint (“Compl.,” ECF No. 1) against
Deep Seas, its former cybersecurity vendor, for violating the Parties’ Master Services
Agreement 	(“MSA”). 	See 	generally 	Compl. 	The 	Complaint 	alleges 	claims 	for
(1) Declaratory Relief, (2) Breach of Contract, (3) Breach of Implied Covenant of Good
Faith and Fair Dealing, (4) Promissory Estoppel, (5) Restitution/ Unjust Enrichment,
(6) Gross Negligence, and (7) violation of California’s Unfair Competition Law, Business
and Professions Code §17200, et seq. (“UCL”). See id.
According to POC, on July 23, 2023, POC contracted with Deep Seas for its “end-
to-end cybersecurity defense services.” Id. ¶ 8. Under the MSA, Deep Seas would provide
“Managed Detection and Response” services, which included: “validation of alerts
generated by Endpoint Software, the delivery of notifications to POC of any legitimate
threats identified from an alert, and the monitoring of all Endpoint Software to ensure that
it was up to date, running, and operating as expected.” Id. ¶¶ 10–11. Deep Seas agreed to
provide such services twenty-four hours a day and seven days a week year-round. Id. ¶ 12.
Deep Seas further agreed to “indemnify and hold POC harmless from and against any and
all damages resulting from [Deep Seas’]” gross negligence or material breach of the MSA
and to disclaim liability “to the extent that any breach result[ed] from any act/omission” of
1 The Court includes the facts set forth by POC in its Complaint to provide context; however, because
Deep Seas’ Counterclaim—not POC’s Complaint—is at issue, the Court accepts as true all facts in Deep
Seas’ Counterclaim for the purposes of this Order. See Retail Prop. Tr. v. United Bhd. of Carpenters &
Joiners of Am., 768 F.3d 938, 945 (9th Cir. 2014).
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POC. Id. ¶ 14. Deep Seas did not disclaim liability for any breach resulting from its own
acts or omissions. Id.
POC alleges that Deep Seas’ gross negligence and material breach of the MSA
resulted in a cybersecurity breach in October 2023. Compl. ¶¶ 16–17. POC alleges that
Deep 	Seas 	failed 	on 	two 	accounts: 	(1) 	Deep 	Seas 	did 	not 	activate 	multi-factor
authentication for POC’s “Carbon Black” portal, and (2) Deep Seas did not discover the
cybersecurity breach, despite its obligation to provide “24x7x365” services. Id. ¶¶ 18–19.
The Parties thereafter agreed that Deep Seas’ conduct terminated the MSA and that POC
was not obligated to pay “any remaining or outstanding fees or expenses.” Id. ¶ 20. Deep
Seas then aided POC in transitioning to another cybersecurity vendor. Id. ¶ 21. However,
on October 24, 2024, Deep Seas sent a letter demanding $81,288 in outstanding fees owed
by POC, which it later increased to $160,000 despite POC notifying Deep Seas of its gross
negligence and material breach of the PSA. Id. ¶¶ 23–27.
II. 	Deep Seas’ Allegations
In response to POC’s allegations, Deep Seas filed an Answer to the Complaint, see
ECF No. 9 (“Ans.”), and a Counterclaim, see ECF No. 9 (“Counterclaim”), alleging that
POC likewise breached the Parties’ MSA. 	Deep Seas alleges claims for (1) Breach of
Contract, (2) Fraud in the Inducement, and (3) Breach of the Covenant of Good Faith and
Fair Dealing, and (4) Declaratory Relief. See generally Counterclaim.
According to Deep Seas, the MSA was never properly terminated, and is not
scheduled to terminate until July 27, 2026. Id. ¶¶ 6, 42. Under the MSA, termination “for
convenience” is effective upon sixty days written notice to the other party. Id. ¶ 7. Within
thirty days of such termination, POC was required to “pay all unpaid fees, charges, and
expenses,” “plus any recurring fees and charges that would have been due through the
remainder of the Term if [the MSA] had not been terminated for convenience.” 	Id. ¶ 8.
On May 15, 2024, POC informed Deep Seas that it was terminating the MSA under the
termination for convenience provision. Id. ¶ 9. Deep Seas responded by reminding POC
of its post-termination obligations under the MSA. Id. ¶ 10. However, on May 17, 2024,
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POC retracted its termination for convenience. 	Id. ¶ 11. Deep Seas continued to provide
services under the agreement following the retraction and POC’s lack of response to Deep
Seas’ attempts to discuss the PSA. Id. ¶¶ 12–13. Deep Seas then attempted to collect the
balance owed by POC under the MSA on multiple occasions. Id. ¶¶ 13, 15, 16. POC never
paid Deep Seas despite several discussions between the Parties. Id. ¶¶ 15–17. Deep Seas
alleges that POC never provided notice of its intent to terminate the PSA due to Deep Seas’
alleged breach, failed to comply with the termination for convenience provision, and owes
Deep Seas $162,576. Id. ¶¶ 18–19.
Both 	Parties 	seek 	declaratory 	relief 	and 	damages. 	See 	generally 	Compl.;
Counterclaim. 	Now before the Court is POC’s Partial Motion to Dismiss Deep Seas’
Counterclaim.
LEGAL STANDARD
Federal Rule of Civil Procedure 12(b)(6) permits a party to raise by motion the
defense that the complaint “fail[s] to state a claim upon which relief can be granted.”2
Courts evaluate the adequacy of the claim based on Federal Rule of Civil Procedure 8(a),
which requires “short and plain statement of the claim showing that the pleader is entitled
to relief.” Rule 8 “does not require ‘detailed factual allegations,’ but it demands more than
an unadorned, the-defendant-unlawfully-harmed-me accusation.” 	Ashcroft v. Iqbal, 556
U.S. 662, 678, 129 S. Ct. 1937, 173 L. Ed. 2d 868 (2009) (quoting Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555, 127 S. Ct. 1955, 167 L. Ed. 2d 929 (2007)). Put another way,
it is insufficient to provide a pleading that “offers ‘labels and conclusions’ or a ‘formulaic
recitation of the elements of a cause of action . . . .’” Twombly, 550 U.S. at 555.
For a claim to survive a motion to dismiss it “must contain sufficient factual matter,
accepted as true, to ‘state a claim to relief that is plausible on its face.’” Iqbal, 556 U.S. 662
at 678 (quoting Twombly, 550 U.S. 544 at 570). 	A claim is facially plausible when the
2 The standard that applies to a motion to dismiss a complaint under Rule 12(b)(6) also applies to a motion
to dismiss a counterclaim. AirWair Int’l Ltd. v. Schultz, 84 F. Supp. 3d 943, 950 (N.D. Cal. 2015).
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facts pleaded “allow[] the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” 	Id. 	That is not to say that the claim must be probable, but
there must be “more than a sheer possibility that a defendant has acted unlawfully.” 	Id.
Facts “merely consistent with a defendant’s liability” fall short of a plausible entitlement
to relief. 	Id. (quoting Twombly, 550 U.S. at 557). In conducting this type of review, the
Court must accept all well-pleaded factual allegations as true and construe them in the light
most favorable to the non-movant. 	Hernandez v. City of San Jose, 897 F.3d 1125, 1132
(9th Cir. 2018) (quoting Padilla v. Yoo, 678 F.3d 748, 757 (9th Cir. 2012)).
Review under Rule 12(b)(6) requires a context-specific analysis involving the
Court’s “judicial experience and common sense.” Iqbal, 556 U.S. at 679. A Court “must
accept as true all factual allegations in the complaint and draw all reasonable inferences in
favor of the nonmoving party.” Retail Prop. Tr., 768 F.3d at 945. However, the Court is
not required to accept as true “legal conclusions” in the complaint. Iqbal, 556 U.S. at 678.
If a complaint does not meet the plausibility standard to survive a 12(b)(6) motion, the
Court should grant leave to amend unless it determines that no modified contention
“consistent with the challenged pleading could . . . cure the deficiency.” DeSoto v. Yellow
Freight Sys., Inc., 957 F.2d 655, 658 (9th Cir. 1992) (quoting Schreiber Distrib. Co. v.
Serv-Well Furniture Co., 806 F.2d 1393, 1401 (9th Cir. 1986)). Put differently, the Court
may deny leave to amend if amendment would be futile. 	See id.; Schreiber Distrib., 806
F.2d at 1401.
ANALYSIS
POC seeks to dismiss Deep Seas’ Counterclaim on three grounds: (1) Deep Seas’
fraud claim lacks the specificity required by Rule 9(b) and is barred by the economic loss
doctrine; (2) Deep Seas’ breach of implied duty claim “rests solely on POC’s alleged
misrepresentation that it intended to meet its obligations under the [P]arties’ MSA”; and
(3) Deep Seas’ request for declaratory relief is duplicative of its breach of contract claim.
Mem. at 2–3. POC does not challenge Deep Seas’ breach of contract claim. See generally
Mot. The Court addresses each argument in turn.
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I. 	Fraud in the Inducement
POC contends that the economic loss doctrine bars Deep Seas’ fraud in the
inducement claim because the alleged fraud is based on a failure to perform under the
contract, and the economic loss doctrine requires allegations of wrongdoing independent
of the Parties’ underlying contract. Mem. at 4–5. POC further argues that the fraud claim
does not meet Federal Rule of Civil Procedure 9(b)’s heightened pleading standard since
Deep Seas makes only “the conclusory allegation that POC did not intend to honor its
contractual allegations.” Id. at 6.
Deep Seas responds that its claim falls within an exception to the economic loss rule
that permits tort damages in contract cases where the contract was fraudulently induced, as
explained by the court in Dhital v. Nissan North America, Inc. 84 Cal. App. 5th 828 (2022).
Opp’n at 2–3. In response to POC’s argument that Deep Seas fails to allege “the required
independence from the breach of contract claim,” Deep Seas asserts that so long as it
alleges sufficient facts for a fraud claim, “the independence is inherent in a fraud in the
inducement claim.” Id. at 3. Deep Seas also argues that it has alleged fraud with specificity
but seeks leave to the amend to the extent the Court disagrees. Id. at 4–5. POC replies that
Deep Seas overstates Dhital’s holding and that amendment would be futile. Reply at 2–3.
The Court finds that Deep Seas has not plausibly alleged a claim for fraud in the
inducement. 	Under Rule 9(b), allegations of fraud must “state with particularity the
circumstances constituting fraud . . . .” This requires “an account of the time, place, and
specific content of the false representations as well as the identities of the parties to the
misrepresentation”—in other words, the “who, what, when, where, and how” of the alleged
fraud. 	Depot, Inc. v. Caring for Montanans, Inc., 915 F.3d 643, 668 (9th Cir. 2019)
(internal quotation marks omitted) (first citing Swartz v. KPMG LLP, 476 F.3d 756, 764
(9th Cir. 2007); and then citing Salameh v. Tarsadia Hotel, 726 F.3d 1124, 1133 (9th Cir.
2013)). 	Under California law, fraud requires a showing of (1) misrepresentation,
concealment, or nondisclosure, (2) knowledge of falsity, (3) intent to induce a party to enter
a contract, (4) justifiable reliance, and (5) resulting damages. 	Cream v. N. Leasing Sys.,
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Inc., No. 15-CV-01208-MEJ, 2015 WL 4606463, at *5 (N.D. Cal. July 31, 2015) (citing
Lazar v. Superior Ct., 12 Cal. 4th 631, 638 (1996)). A subset of the tort of fraud, fraud in
the inducement “occurs when the promisor knows what he is signing but his consent is
induced by fraud, mutual assent is present and a contract is formed, which, by reason of
the fraud, is voidable.” 	Dhital v. Nissan N. Am., Inc., 84 Cal. App. 5th 828, 839 (2022)
(internal quotation marks omitted) (quoting Hinesley v. Oakshade Town Ctr., 135 Cal. App.
4th 289, 294–95 (2005)).
Allegations that POC “represented it had the resources and intent to meet the
obligations under the [MSA]” and “intended to induce [Deep Seas] to rely on these
misrepresentations in order to obtain the benefits of the services outlined in the [MSA]
without making the payment required” fall short of Rule 9(b)’s particularity requirement.
See Counterclaim at ¶¶ 26–31. 	Deep Seas does not allege specific facts as to the “who,
what, when, where, and how” of POC’s misrepresentations, and instead alleges hardly
more than a recitation of the elements of its claim. 	Depot, Inc., 915 F.3d at 668 (internal
quotation marks and citation omitted); see Counterclaim at ¶¶ 26–31. Nor does Deep Seas
point to any specific facts as to POC’s “intent[] to induce” Deep Seas to rely on the alleged
misrepresentations. 	See id. 	Because the Court finds that Deep Seas fails to meet the
particularity requirement under Rule 9(b), the Court need not reach the Parties’ arguments
as to the economic loss doctrine. Accordingly, the Court GRANTS POC’s Motion as to
Deep Seas’ fraud in the inducement claim WITH LEAVE TO AMEND.
II. 	Breach of the Implied Covenant of Good Faith and Fair Dealing
Because Deep Seas’ breach of the implied covenant of good faith and fair dealing
claim rests on the same allegations as its breach of contract claim, POC argues that it is
duplicative and therefore superfluous. Mem. at 7. Deep Seas responds that its allegations
that POC purported to terminate the MSA, retracted the termination, then claimed that the
termination was still in place, are “separate and apart from the allegation that P[OC] simply
did not pay its bill.” Opp’n at 5–6. POC replies that Deep Seas only points to the Parties’
competing views as to termination and fails to identify any “non-duplicative conduct or
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remedy . . . .” Reply at 4.
Under California law, “every contract contains an implied covenant of good faith
and fair dealing ‘to prevent one contracting party from unfairly frustrating the other party’s
right to receive the benefits of the agreement actually made.’” Aliafgerad v. Bates, 783 F.
Supp. 3d 1218, 1226 (C.D. Cal. 2025) (quoting Guz v. Bechtel Nat’l, Inc., 24 Cal. 4th 317,
349 (2000)). “The plaintiff need not allege any ‘violation of an express provision’ of the
contract; rather, ‘a party violates the covenant if it subjectively lacks belief in the validity
of its act or if its conduct is objectively unreasonable.’” Id. (quoting Moore v. Wells Fargo
Bank, N.A., 39 Cal. App. 5th 280, 291 (2019)) (cleaned up). “When breach of contract and
implied covenant claims ‘rely on the same alleged acts’ and ‘seek the same damages or
other relief,’ the implied covenant claim may be dismissed as superfluous.” 	Id. (quoting
Careau & Co. v. Sec. Pac. Bus. Credit, Inc., 222 Cal. App. 3d 1371, 1395 (1990)) (cleaned
up). However, a breach of the implied covenant claim “is not superfluous with a breach of
contract claim when the covenant claim is based ‘on a different breach than the contract
claim.’” 	Landucci v. State Farm Ins. Co., 65 F. Supp. 3d 694, 716 (N.D. Cal. 2014)
(quoting Daly v. United Healthcare Ins. Co., No. 10-CV-03032-LHK, 2010 WL 4510911,
at *4 (N.D. Cal. Nov. 1, 2010)).
Here, Deep Seas alleges that POC breached the MSA “by failing to . . . pay[]
amounts due to [Deep Seas] under the [MSA].” 	Counterclaim ¶ 23. 	Deep Seas alleges
that POC breached the implied covenant of good faith and fair dealing by making
representations “that it had the resources and intent to meet the obligations under the
[MSA] including full payments owed for services provided” and “holding itself out to be
a reputable company with a large clientele and ample cashflows sufficient to meet its
obligations.” Id. ¶¶ 35, 38. At their core, the two claims are based on the same allegations
that POC breached the MSA by not paying for the services provided by Deep Seas. Deep
Seas argues in its Opposition that its breach of the implied covenant claim is based on
POC’s purported termination of the MSA, retraction of the termination, and later claim that
termination was still in place. Opp’n at 5–6. The allegations in the Counterclaim, however,
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do not reflect this distinction. Instead, the Court finds that because the two claims are based
on the same alleged acts, resulting in $162,576 damages, see Counterclaim ¶¶ 24, 40, Deep
Seas’ implied covenant claim is superfluous. 	Accordingly, the Court GRANTS POC’s
Motion as to Deep Seas’ breach of implied covenant of good faith and fair dealing claim
WITH LEAVE TO AMEND.
III. 	Declaratory Judgment
As with Deep Seas’ other claims, POC argues that Deep Seas’ request for declaratory
relief is duplicative of its breach of contract claim and thus subject to dismissal. 	Mem.
at 8. 	Deep Seas responds that its allegations as to whether termination took place are
“separate and apart” from its breach of contract claim, and that POC seeks nearly identical
declaratory relief in its Complaint. Opp’n at 6–7. POC responds that Deep Seas has not
moved to dismiss any of POC’s claim for declaratory relief and has “effectively conceded
that its declaratory relief claim is duplicative of its breach of contract claim.” Reply at 5.
The Court agrees that Deep Seas’ request for declaratory relief is duplicative.
“[W]here determinations of a breach of contract claim will resolve any question regarding
interpretation of the contract, there is no need for declaratory relief, and dismissal of a
companion declaratory relief claim is appropriate.” 	Vascular Imaging Pros., Inc. v.
Digirad Corp., 401 F. Supp. 3d 1005, 1010 (S.D. Cal. 2019) (quoting StreamCast
Networks, Inc. v. IBIS LLC, No. CV05-04239MMM(EX), 2006 WL 5720345, at *3–4
(C.D. Cal. May 2, 2006)). “However, ‘declaratory relief is appropriate where a breach of
contract claim will not settle all of the contractual issues concerning which plaintiff seeks
declaratory relief.’” Id. (quoting StreamCast Networks, Inc., 2006 WL 5720345, at *3–4).
Here, Deep Seas’ breach of contract claim generally alleges that POC breached the MSA
by failing to pay Deep Seas. 	See Counterclaim ¶¶ 20–25. 	Deep Seas declaratory relief
claim seeks a declaration confirming POC’s “ongoing obligations . . . to make payment”
to Deep Seas and “the rights of the respective parties” under the MSA. Id. ¶ 43. Resolution
of the breach of contract claim would fully resolve Deep Seas’ request for declaratory
relief, i.e., a ruling in Deep Seas’ favor on its breach of contract claim would confirm that
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the MSA was never terminated—the same outcome Deep Seas seeks in requesting
declaratory relief. And both claims seek the same form of relief: payment owed to Deep
Seas. The Court thus concludes that Deep Seas’ declaratory relief claim is duplicative of
its breach of contract claim. Accordingly, the Court GRANTS POC’s Motion as to Deep
Seas’ request for declaratory relief WITH LEAVE TO AMEND.
CONCLUSION
In light of the foregoing, the Court GRANTS POC’s Partial Motion to Dismiss
Counterclaim (ECF No. 12) WITH LEAVE TO AMEND. See Eminence Capital, LLC v.
Aspeon, Inc., 316 F.3d 1048, 1051 (9th Cir. 2003) (noting that the general policy provided
by Rule 15(a)(2) that the court should freely give leave “when justice so requires” is “to be
applied with extreme liberality”).
Within twenty-one (21) days of this Order, Deep Seas either (1) SHALL FILE an
amended counterclaim, or (2) SHALL INDICATE to the Court that it will not do so.
Failure to timely select either of the above options may result in the dismissal of all
claims for failure to comply with a court order pursuant to Federal Rule of Civil
Procedure 41(b). 	See Applied Underwriters, Inc. v. Lichtenegger, 913 F.3d 884, 890–91
(9th Cir. 2019) (explaining courts may dismiss an action under Rule 41(b) when a plaintiff
fails to comply with a court order requiring the filing of an amended complaint). 	Any
amended counterclaim must be complete in and of itself without reference to Deep Seas’
original 	Counterclaim; 	claims 	not 	realleged 	in 	the 	amended 	counterclaim 	will 	be
considered waived. See S.D. Cal. CivLR 15.1; Lacey v. Maricopa County, 693 F.3d 896,
928 (9th Cir. 2012) (noting claims dismissed with leave to amend that are not realleged in
an amended pleading may be “considered waived”).
IT IS SO ORDERED.
Dated: January 13, 2026
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