United States District Court, E.D. Louisiana
ORDER AND REASONS
L. C. FELDMAN UNITED STATES DISTRICT JUDGE.
the Court is the defendant’s Rule 12(e) motion for more
definite statement and Rule 12(b)(6) motion to dismiss or,
alternatively, for more definite statement. For the reasons
that follow, the motion is GRANTED in part (insofar as the
plaintiff must amend its complaint to identify the
citizenship of each of its members) and DENIED in part
(insofar as the plaintiff has satisfied its notice pleading
obligation with respect to its allegations of the sale of the
MRI and the defendant is not entitled to a more definite
litigation arises from a medical facility’s purchase of
allegedly faulty MRI equipment, the manufacturer’s
allegedly shoddy installation and service of the MRI
equipment, as well as its failure to provide the purchaser
with the “complete package” including the
hardware and software components that should have been
delivered when the MRI equipment was installed.
extensive factual summary is drawn from the allegations of
the complaint. Philips Healthcare, a Division of Philips
Electronics North America Corporation (Philips), designs,
manufactures, tests, markets, sells, installs, and services
medical and diagnostic equipment, including the Ingenia 3.0T
Omega MRI. Philips Medical Capital (PMC) is the
financing arm of Philips, but Philips leads its customers to
believe that Philips controls the financing terms of its
equipment sales in order to coax sales.
LLC owns a medical facility on Kingman Street in Metairie,
Louisiana. The medical facility at 2909 Kingman Street was
constructed to expand the existing medical center (2905
Kingman St.) with the addition of a state of the art
neuroscience center and ambulatory surgery center. Critical
to this expansion, the neuroscience center was to house an
Ingenia 3.0T Omega MRI. Dr. Morteza Shamsnia, as principal of
NAZ, decided that a new, state of the art 3T MRI would
provide better services to patients, would produce much
higher quality MR images, would allow vast expansion of his
research into subjects such as autism, dementia,
Alzheimer’s disease, concussions, post-traumatic stress
disorder. Dr. Shamsnia decided, with the proper computer
hardware and software equipment, it would expand the number
and geographical reach of services, and thereby increase
NAZ’s revenue and profits.
research and discussions with various manufactures, Dr.
Shamsnia, on behalf of NAZ, decided to purchase the Philips
Ingenia 3.0T Omega MRI neurological complete package. This
complete package was crafted to serve NAZ’s and Dr.
Shamsnia’s particular purposes for use of the machine.
Philips marketed its product with promises and
representations that the MRI package was the equipment needed
to achieve the particular purposes sought by Dr. Shamsnia on
behalf of NAZ.
December 2011, relying on Philips’ representations
including those regarding the high level of skill, expertise,
and knowledge possessed by Philips, its engineers, and
installation specialists, Dr. Shamsnia signed a quote
document that set forth the price and components, package,
and services Philips promised to deliver. In doing so, Dr.
Shamsnia (on behalf of NAZ) made a counteroffer to
Philips’ quote or proposal by adding to the terms a
condition that acceptance was contingent upon Philips
providing financing for the purchase of the MRI at 3.9%. The
effective dates of this quote document were December 11 and
December 30, 2011.
it is alleged, there was never a meeting of the minds as to
this quote document, which was never fully executed. There
remained disputes regarding the terms of the sale.
Negotiations regarding the sale terms continued.
2012, a Philips financial sales representative sent another
“partial” quote document to Dr. Shamsnia, who
countered by attaching additional conditions of the sale. Dr.
Shamsnia noted on the quote that any agreement on the sale of
the Ingenia 3.1T was conditioned upon Philips confirming its
authority to lock in the financing terms previously requested
by Dr. Shamsnia and made subject of a financing arrangement
with PMC. No Philips representative ever signed this partial
quote document and the Philips Standard Terms and Conditions
of Sale were never sent or explained to Dr. Shamsnia. This
partial quote document, which had the effective dates of May
14, 2012 to June 28, 2012, was never finalized and never
became effective or binding on NAZ.
between Philips and Dr. Shamsnia continued in an attempt to
reach an agreement on the sale terms and conditions and on
the services, instructions, and recommendations by Philips.
While the negotiations continued, because of the delays,
Philips and NAZ agreed that Philips would deliver the Ingenia
MRI package, and Dr. Shamsnia on behalf of NAZ agreed to
follow Philips’ experts’ instructions and
recommendations regarding installation and services.
the MRI package could be installed, the facility and room
where it would be housed needed to be constructed and modeled
according to Philips’ experts’ specifications.
NAZ had expended significant costs to construct and model the
second floor of its facility at 2909 Kingman Street based on
Philips’ experts’ representations. But, after
Philips’ engineers visited the facility, they notified
Dr. Shamsnia that, due to vehicular movement below in the
medical facility’s parking lot, the MRI package needed
to be located on the third floor. NAZ then incurred
additional costs to reconstruct the third floor of the
facility to house the MRI package. NAZ relied upon
Philips’ engineers and installation specialists, who
installed the MRI package and its components on the
facility’s third floor.
Shamsnia and his construction teams and Philips’
engineers participated in weekly meetings, discussing in
detail the issue of vibration and sound isolation. NAZ
articulated its concerns regarding vibration and the support
system for the MRI unit. Philips’ experts showed
photographs and told NAZ that the redesigned, special pads
for 3T MRI units solved those concerns: the experts reassured
NAZ that the weight of the unit and the special modified pads
were adequate and safe to operate the MRI package and prevent
its movement during operation. Philips never mentioned the
existence of anti-seismic brackets.
December 22, 2014, the Philips’ team released the MRI
package to NAZ and represented that it was safe for patient
use. At that time, Philips began to request monthly payments
on the MRI package. Dr. Shamsnia, on behalf of NAZ, began
making payments to Philips’ financing arm, PMC. NAZ
hired a board certified MRI technician, who was sent to
Philips’ headquarters in Cleveland, Ohio to receive
training on the 3T Philips MRI before January 5, 2015.
use on patients and volunteers began on January 5, 2015 and
continued for only four days. When the technician returned on
January 12, 2015, the technician noted improper signals
during calibration as well as gaps and separation of the
covers on the MRI unit. Immediately, she notified Philips
engineers. That afternoon, a Philips engineer made a site
visit and noticed these changes. When the engineer opened the
bottom cover of the MRI unit, it revealed a significant,
clear shift and sliding of the vibration pads from their
originally installed location. The MRI unit was inoperable
and service was required to render it safe for operation.
agreed to service the MRI unit, which was tendered to
Philips’ engineering team for modifications and repairs
to allow Philips the opportunity to correct the faulty
condition. On January 13, 2015, Philips’ senior
engineers arrived at the facility and discovered that the MRI
had moved inches from where Philips’ engineers had
originally installed it. The engineers inquired about the
possibility of an earthquake as the explanation for the
movement. After inspecting the unit, the engineers evacuated
the facility based on their concern that the unit might
explode. They then “quenched” the MRI, which
involved de-energizing the MRI and discharging it of all of
the helium gas in the MRI system; the helium was released
through a vent pipe on the roof. The MRI was completely
days later, NAZ employee discovered water from heavy rainfall
the night before had entered through the roof and flooded the
floors, walls, and ceiling of the MRI room, as well as the
floors of the surrounding rooms. It was later determined that
Philips’ engineers had caused an opening in the roof