Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 1 of 11 Page ID #:1
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`FAEGRE DRINKER BIDDLE & REATH LLP
`Zoë K. Wilhelm (SBN 305932)
`zoe.wilhelm@faegredrinker.com
`Michael Jaeger (SBN 289364)
`michael.jaeger@faegredrinker.com
`1800 Century Park East, Suite 1500
`Los Angeles, California 90067
`Telephone: +1 310 203 4000
`Facsimile: +1 310 229 1285
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`Attorneys for Plaintiff
`Springfield Clinic, LLP
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`UNITED STATES DISTRICT COURT
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`CENTRAL DISTRICT OF CALIFORNIA
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`SPRINGFIELD CLINIC, LLP,
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`Case No. 2:21-cv-03595
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`Plaintiff,
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`v.
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`PRIMEX CLINICAL
`LABORATORIES, INC.,
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`Defendant.
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`COMPLAINT FOR:
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`I) BREACH OF CONTRACT
`II) UNJUST ENRICHMENT
`III) MONEY HAD AND
`RECEIVED
`IV) CONVERSION
`V) NEGLIGENT
`MISREPRESENTATION
`VI) VIOLATIONS OF CAL BUS. &
`PROF. CODE §§ 17200 ET
`SEQ.
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`JURY TRIAL DEMANDED
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`SPRINGFIELD’S COMPLAINT
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`

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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 2 of 11 Page ID #:2
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`Plaintiff Springfield Clinic, LLP, by and through its counsel, for its
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`Complaint against Defendant Primex Clinical Laboratories, Inc., pleads as follows:
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`NATURE OF THE ACTION
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`1.
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`Primex Clinical Laboratories, Inc. (“Primex”) promised to provide
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`1 million 3M-brand N95 masks to Springfield Clinic, LLP (“Springfield”) in
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`exchange for a payment of nearly $1.8 million. Although Primex accepted that
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`payment nearly a year ago, Springfield has received neither the 1 million masks nor
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`a refund.
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`2.
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`Springfield therefore brings this complaint against Primex for breach
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`of a written contract, unjust enrichment, money had and received, conversion,
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`negligent misrepresentation, and violations of California’s Unfair Competition Law
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`(“UCL”).
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`JURISDICTION AND VENUE
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`3.
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`This Court has jurisdiction over the claim asserted in this matter
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`pursuant to 28 U.S.C. § 1332(a), because there is complete diversity between the
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`parties and the amount in controversy exceeds the sum or value of $75,000,
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`exclusive of interest and costs.
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`4.
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`Venue is proper in this district because the parties expressly agreed
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`that any disputes would be heard in this Court.
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`5.
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`Personal jurisdiction is proper in this district because the parties
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`expressly consented to this Court’s jurisdiction.
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`6.
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`Plaintiff Springfield is limited liability partnership formed in Illinois
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`PARTIES
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`with its principal place of business in Springfield, Illinois. All of the partners in
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`Springfield are individuals who are residents and citizens of Illinois.
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`7.
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`Defendant Primex is a California corporation with its headquarters and
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`principal place of business located at 16742 Stagg St. #120, Van Nuys, California,
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`91406.
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`SPRINGFIELD’S COMPLAINT
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 3 of 11 Page ID #:3
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`FACTUAL ALLEGATIONS
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`8.
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`Springfield is a multi-specialty physician practice with medical offices
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`throughout central Illinois that has been providing health care to the people in its
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`community since the 1940s, and is a leader in delivering state-of-the-art health care
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`to its patients.
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`9.
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`In March 2020, the COVID-19 pandemic exploded across the United
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`States. As of mid-April, 2020, COVID-19 cases in Illinois had surpassed 30,000.
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`Springfield needed large quantities of personal protective equipment, including
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`masks, in order to protect its staff and patients and to continue providing care.
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`The Product Supply Agreement
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`10.
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`In or about April 2020, Springfield contracted with Primex to provide
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`Springfield with 1 million 3M N95 Mask Model #8210 for a total cost of
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`$1,789,425.00, including tax. This agreement was memorialized in the parties’
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`Product Supply Agreement (“PSA”).
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`11.
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`It was critical to Springfield that the masks be manufactured by 3M, so
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`that Springfield could be assured that the masks met the N95 standard and patients
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`and staff were fully protected. Indeed, the PSA reflects that the 3M brand was an
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`essential term. The PSA describes Primex as “a High-Complexity Clinical
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`Laboratory engaged in diagnostic testing and having supply chain accessibility to
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`Personal Protective Equipment, namely 3M equipment.” The PSA refers
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`specifically to 3M masks multiple times, including in the section on acceptance of
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`orders as well as in Exhibit A to the PSA, which sets forth the specific 3M products
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`that are available to Primex.
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`12. The PSA states that once Springfield supplied Primex with a purchase
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`order and Primex accepted that purchase order, a “binding purchase commitment”
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`was created.
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`13. The PSA also states that Primex must accept all purchase orders placed
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`by Springfield, provided that (1) the order is in writing, (2) the order is for at least
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 4 of 11 Page ID #:4
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`the minimum amount of products per order required by the manufacturer, and (3)
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`Springfield is prepared to pay for the order in full in advance.
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`14. The PSA also states that an order will not “bind [Primex] unless it is
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`accepted by [Primex] and full advance payment is received,” meaning that if
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`Primex accepts the order and full advance payment is received, Primex is bound.
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`15. The PSA also states that within two business days of receipt of a
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`purchase order, Primex must deliver to Springfield copies of “applicable
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`correspondence from the manufacturer indicating information relevant to each
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`transaction, including but not limited to: Order Acknowledgment, Delivery ETA,
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`Invoice Payment Confirmation, Order Fulfillment and Logistics Correspondence.”
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`16. The parties agreed that the laws of the State of California would
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`govern the interpretation of the PSA for purposes of any dispute arising under it,
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`and that they would submit to the jurisdiction of this Court.
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`17. The PSA provides that a party may file an action against the other
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`party related to the PSA if the parties have not reached an agreement within 20 days
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`after a dispute has arisen.
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`Springfield’s Order and Payment of $1.79 Million
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`18. On April 30, 2020, Springfield sent a purchase order to Primex
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`(purchase order no. 0000325640), setting forth an order for “3M N95 Mask Model
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`# 8210” in a quantity of 1,000,000, at a cost of $1.70 each, for a total of $1,700,000
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`(the “Purchase Order”).
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`19. Upon receipt of the Purchase Order, on April 30, 2020 Primex sent an
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`invoice to Springfield (invoice no. PPP44), reflecting a total charge, including sales
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`tax, of $1,789,425.00, for 1,000,000 “3M Particulate Respirator 8210, N95” (the
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`“Invoice”).
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`20. That same day, Springfield sent via wire transfer to Primex’s bank
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`account two payments totaling $1,789,425.00, one for $1,700,000.00 and one for
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 5 of 11 Page ID #:5
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`$89,425.00 (the “Payment”). Springfield confirmed by email to Primex that the
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`two wire transfers had been initiated.
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`21. On May 2, 2020, Primex confirmed receipt of Springfield’s payment
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`in full.
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`Primex’s Refusal to Fulfill Springfield’s Order in Full or Provide a Refund
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`22. On or about December 1, 2020, a shipment of 1,280 3M 8210 N95
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`masks arrived at Springfield without a purchase order, invoice, requisition number,
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`packing slip, or any other identifying information. From the shipping label, it
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`appeared that the shipment came from Primex.
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`23. Springfield has yet to receive the remaining 998,720 masks it ordered
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`and paid for, or a refund of the nearly $1.8 million it paid Primex (less
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`approximately $2,176.00, the cost of 1,280 masks at $1.70 per mask).
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`24. On December 22, 2020, Primex notified Springfield that it would be
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`unable to fulfill Springfield’s order of 3M masks, and instead offered to provide a
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`different brand of mask as an “equivalent.”
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`25. Primex, through its Chief Financial Officer, Eric Garofano, stated, “If
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`these products are acceptable, please respond with your acceptance of the intended
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`replacement product to be shipped to Springfield Clinic.”
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`26. That same day, Springfield notified Primex that the substitute products
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`were not acceptable and requested a refund.
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`27. The next day, December 23, 2020, Mr. Garofano emailed back, “We
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`can respect your decision regarding this order. We will be happy to work with you
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`on a final resolution and begin a refund process.”
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`28. For the next two months, Springfield repeatedly contacted Primex
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`regarding the anticipated refund. In one phone call, Mr. Garofano told Springfield
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`that he would provide a draft of a written release by the end of that same day and
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`anticipated refunding Springfield’s Payment within a couple of weeks. Weeks
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`SPRINGFIELD’S COMPLAINT
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 6 of 11 Page ID #:6
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`later, Primex provided some “general” release language, which Springfield quickly
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`approved, asking for a final version for signature.
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`29. Primex has not responded and has not responded to multiple later
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`communications from Springfield and its counsel.
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`COUNT I
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`Breach of Contract
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`30. Plaintiff incorporates by reference paragraphs 1-28 of the Complaint as
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`if fully set forth herein.
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`31. Springfield and Primex negotiated and consummated a valid contract,
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`the PSA, governing Springfield’s order of 3M masks from Primex.
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`32. Because Primex accepted Springfield’s Purchase Order pursuant to the
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`terms of the PSA, sent the Invoice to Springfield pursuant to the terms of the PSA,
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`confirmed its receipt of Springfield’s Payment pursuant to all three documents, but
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`has not yet provided Springfield with either 1 million 3M N95 8210 masks or a
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`refund of the full amount Springfield paid less approximately $2,176.00, Primex is
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`in breach of the parties’ agreement.
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`COUNT II
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`Unjust Enrichment
`pled in the alternative to Count I
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`33. Plaintiff incorporates by reference paragraphs 1-31 of the Complaint as
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`if fully set forth herein.
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`34.
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`If for any reason the Court should determine that the PSA is invalid or
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`otherwise unenforceable, Primex has nonetheless been unjustly enriched at
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`Springfield’s expense in the amount of $1,787,249.00 plus any interest it has earned
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`on that amount.
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`35. Springfield paid Primex $1,789,425.00 based on both parties’ common
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`understanding that in exchange, Primex would provide Springfield with 1,000,000
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`3M N95 masks.
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`ATTORNEYS AT LAW
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`LOS ANGELES
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`SPRINGFIELD’S COMPLAINT
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 7 of 11 Page ID #:7
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`36. Springfield has paid Primex $1,789,425.00. Primex confirmed its
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`receipt of this payment by sending Springfield a receipt on May 2, 2020.
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`37. Primex has yet to provide Springfield with the 1,000,000 3M N95
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`masks Springfield ordered.
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`38. Primex is aware that it (1) received Springfield’s Payment, (2) was
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`thereby obligated to provide Springfield with the 1,000,000 3M N95 masks, and (3)
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`has not provided Springfield with those masks.
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`39. Primex has therefore been unjustly enriched at Springfield’s expense,
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`in the amount of $1,787,249.00 plus any interest earned on that amount.
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`COUNT III
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`Money Had and Received
`pled in the alternative to Count I
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`40. Plaintiff incorporates by reference paragraphs 1-38 of the Complaint as
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`if fully set forth herein.
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`41.
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`If for any reason the Court should determine that the PSA is invalid or
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`otherwise unenforceable, Springfield asserts in the alternative a common count for
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`money had and received against Primex.
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`42. Primex has received funds from Springfield in the amount of
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`1,789,425.00, which funds were to be used for the benefit of Springfield in the form
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`of payment for 1,000,000 3M N95 masks.
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`43. Because Primex has failed to fulfill Springfield’s order of those masks
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`in full, those funds – other than the $2,176 worth of masks that were apparently
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`provided – have not been used for the benefit of Springfield.
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`44. Primex has not refunded the remaining $1,787,249.00 to Springfield.
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`COUNT IV
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`Conversion
`pled in the alternative to Count I
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`45. Plaintiff incorporates by reference paragraphs 1-43 of the Complaint as
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`if fully set forth herein.
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 8 of 11 Page ID #:8
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`46.
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`If for any reason the Court should determine that the PSA is invalid or
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`otherwise unenforceable, Springfield asserts in the alternative a claim for
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`conversion against Primex.
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`47. Primex has wrongfully exercised, and continues to wrongfully
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`exercise, control over Springfield’s property, specifically $1,787,249.00 in funds
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`paid to it by Springfield.
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`48. Because Springfield made the Payment to Primex in exchange for an
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`anticipated shipment of 1,000,000 3M N95 masks, and Primex has not provided
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`Springfield with those masks, Springfield has the right to possess the $1,787,249.00
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`it paid for those masks.
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`49. Based on Primex’s failure to fulfill Springfield’s order of the paid-for
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`masks, Springfield demanded the return of its $1,787,249.00 from Primex.
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`50. To date, Primex has refused to return the $1,787,249.00 after
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`Springfield’s demand.
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`51. Springfield has not consented to Primex’s retention of the funds, and
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`Springfield has been harmed by Primex’s retention of the funds in the amount of
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`$1,787,249.00.
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`52. Primex’s refusal to return Springfield’s $1,787,249.00 is a substantial
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`factor in causing Springfield’s harm.
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`COUNT V
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`Negligent Misrepresentation
`pled in the alternative to Count I
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`53. Plaintiff incorporates by reference paragraphs 1-51 of the Complaint as
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`if fully set forth herein.
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`54.
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`If for any reason the Court should determine that the PSA is invalid or
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`otherwise unenforceable, Springfield asserts in the alternative a claim for negligent
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`misrepresentation against Primex.
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`ATTORNEYS AT LAW
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`LOS ANGELES
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`55.
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`In the course of and by virtue of negotiating and consummating the
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`PSA with Springfield and accepting Springfield’s Purchase Order and Payment and
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`issuing the Invoice, Primex represented to Springfield that it had the ability to fulfill
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`Springfield’s order for 1 million 3M N95 masks.
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`56. Specifically, the PSA stated that Primex had “supply chain
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`accessibility to Personal Protective Equipment, namely 3M equipment” and that the
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`3M 8210 masks that Springfield anticipated ordering following execution of the
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`PSA were “[a]vailable to the Supplier [Primex] and Manufactured by 3M.”
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`57.
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`It is evident from the fact that Primex has been unable to fulfill
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`Springfield’s order that Primex had no reasonable grounds for believing the
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`representation was true at the time the representation was made.
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`58. Primex intended for Springfield to rely on the representation, as
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`Primex’s representation that it could supply Springfield’s order was the reason
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`Springfield placed the order with Primex.
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`59. By issuing the Purchase Order and making the Payment, Springfield
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`reasonably relied on Primex’s representation.
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`60. Springfield has been harmed by Primex’s negligent representation, in
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`the form of Springfield’s lost $1,787,249.00 combined with Primex’s failure to
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`fulfill Springfield’s full order.
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`61. Springfield’s reliance on Primex’s negligent representation was a
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`substantial factor in causing Springfield’s harm; indeed, but for Primex’s negligent
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`representation, Springfield would not have executed the PSA, issued the Purchase
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`Order, or paid Primex $1,787,249.00.
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`COUNT VI
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`Violations of California’s Unfair Competition Law
`pled in the alternative to Count I
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`62. Plaintiff incorporates by reference paragraphs 1-60 of the Complaint as
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`if fully set forth herein.
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
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`LOS ANGELES
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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 10 of 11 Page ID #:10
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`63.
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`If for any reason the Court should determine that the PSA is invalid or
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`otherwise unenforceable, Springfield asserts in the alternative a claim for violation
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`of California’s Unfair Competition Law against Primex.
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`64. Cal. Bus. & Prof. Code § 17200 states that “unfair competition shall
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`mean and include any unlawful, unfair or fraudulent business act or practice….”
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`65. Cal. Bus. & Prof. Code § 17203 allows a court to make any order or
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`judgment “necessary to restore to any person in interest any money or property, real
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`or personal, which may have been acquired by means of such unfair competition.”
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`66. Primex’s negotiation and consummation of the PSA with Springfield,
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`its acceptance of the Purchase Order, issuance of the Invoice, and acceptance of
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`Springfield’s $1,789,425.00 payment, and its failure to fulfill Springfield’s order or
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`refund the Payment constitutes an unfair business practice under the UCL.
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`67.
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`In addition, Primex’s negligent misrepresentation set forth in Count V
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`constitutes a fraudulent business practice under the UCL.
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`68. Pursuant to Cal. Bus. & Prof. Code §§ 17200 et seq., Springfield is
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`entitled to a judgment against Primex in the amount that Primex acquired from
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`Springfield by means of its unfair competition, i.e., $1,787,249.00.
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`DEMAND FOR JURY TRIAL
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`Pursuant to Federal Rule of Civil Procedure 38(b), Plaintiff demands a trial
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`by jury of all issues so triable.
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`WHEREFORE, PLAINTIFF PRAYS that this Court grant it judgment as
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`follows:
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`A. On Count I, judgment against Primex for breach of the PSA and
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`damages in the amount of $1,787,249.00; or in the alternative;
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`B. On Counts II-VI, judgment against Primex in the total amount of the
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`Payment less the cost of the 1,280 masks that were apparently
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`provided, i.e., $1,787,249.00;
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
`
`LOS ANGELES
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`- 10 -
`SPRINGFIELD’S COMPLAINT
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`

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`Case 2:21-cv-03595 Document 1 Filed 04/28/21 Page 11 of 11 Page ID #:11
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`C.
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`D.
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`E.
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`Pre- and post-judgment interest;
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`Reasonable attorneys’ fees and costs; and
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`Such other and further relief as this Court deems just and proper.
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`Dated: April 28, 2021
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`
`By: /s/ Zoë K. Wilhelm
`Zoë K. Wilhelm
`Michael Jaeger
`
`Attorneys for Plaintiff
`Springfield Clinic, LLP
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`FAEGRE DRINKER BIDDLE &
`REATH LLP
`ATTORNEYS AT LAW
`
`LOS ANGELES
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`- 11 -
`SPRINGFIELD’S COMPLAINT
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`