      IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


UNITED HEALTH ALLIANCE, LLC,              )
a Delaware limited liability company,     )
                                          )
             Plaintiff/                   )        C.A. No. 7710-VCP
             Counterclaim Defendant,      )
                                          )
      v.                                  )
                                          )
UNITED MEDICAL, LLC,                      )
a Delaware limited liability company,     )
                                          )
             Defendant/                   )
             Counterclaim Plaintiff.      )


                            MEMORANDUM OPINION

                             Submitted: August 13, 2014
                             Decided: November 20, 2014


Jeffrey M. Weiner, Esq., LAW OFFICES OF JEFFREY M. WEINER, Wilmington,
Delaware; James S. Green, Sr., Esq., SEITZ, VAN OGTROP & GREEN, P.A.,
Wilmington, Delaware; Attorneys for Plaintiff/Counterclaim Defendant United Health
Alliance, LLC.

Adam L. Balick, Esq., Melony R. Anderson, Esq., BALICK & BALICK, LLC,
Wilmington, Delaware; Attorneys for Defendant/Counterclaim Plaintiff United Medical,
LLC.


PARSONS, Vice Chancellor.
       This is primarily a breach of contract action seeking damages and injunctive relief

for loss of access to medical billing and records management software. The plaintiff who

filed the initial complaint claims to have entered into a contract with the defendant. The

complaint was amended later to add two more plaintiffs who allegedly are third-party

beneficiaries of that contract.     The defendant has moved to dismiss the latter two

plaintiffs for failure to state a claim upon which relief can be granted. Those plaintiffs

allege, in the alternative, legal theories of quasi-contract, unjust enrichment, and third-

party beneficiary status.

       For the reasons that follow, I conclude that it is reasonably conceivable that the

two additional plaintiffs could prove facts at trial that would entitle them to recover on a

third-party beneficiary theory. The plaintiffs’ claims based on theories of quasi-contract

and unjust enrichment, however, fail to meet the pleading requirements to survive a Rule

12(b)(6) motion. Therefore, I grant in part and deny in part the defendant’s motion to

dismiss.

                               I.        BACKGROUND1

                                    A.     The Parties

       Plaintiff United Health Alliance, LLC (―UHA‖) is a Delaware limited liability

company that provides administrative, management, and billing support for the medical




1
       Unless otherwise noted, the facts recited herein are drawn from the well-pled
       allegations of the Verified Amended Complaint (the ―Complaint‖) and are
       presumed true for purposes of Defendant’s motion to dismiss.

                                             1
services rendered by its affiliates, Christiana Medical Group, P.A. (―CMG‖), Bayhealth

Hospitalists, LLC (―BHH,‖ and, together with CMG, the ―Affiliates‖), and St. Francis

Hospitalists, LLC. UHA, CMG, and BHH comprise the ―Plaintiffs‖ in this case.

      Defendant, United Medical, LLC (―UM‖), is a Delaware limited liability company

and an authorized distributor of PowerWorks Practice Management (―PowerWorks‖), a

software application for the healthcare services industry. UM distributes PowerWorks

pursuant to an agreement with Cerner Healthcare Solutions, Inc. (―Cerner‖).

                                    B.      Facts

      Plaintiffs aver that prior to January 2011, when UM began providing access to

PowerWorks, UHA was party to a Software License, Hardware Purchase, Services and

Support Agreement with Cerner, through which it had access to Cerner’s PowerWorks

software. UHA entered into the agreement with Cerner on or about January 27, 2009,

and the agreement had a term of five years. Beginning in January 2011, UHA began

accessing PowerWorks from UM, in its role as an authorized Cerner distributor, rather

than from Cerner directly. At or around that time, UHA and Cerner formally terminated

the contract between them. UM allegedly assumed its responsibility for UHA pursuant to

an agreement between UM and Cerner. Specifically, UM and Cerner had entered into an

Amended and Restated Cerner System Schedule No. 1 on February 4, 2011, which was

effective retroactively as of December 31, 2010. After signing the agreement with

Cerner, UM, not Cerner, provided PowerWorks to UHA.

      UM and UHA never signed a written contract for this service. UM provided its

standard service agreement to UHA, which UHA revised and returned to UM. Though

                                           2
the parties attempted to resolve their differences, their negotiation was unsuccessful. No

written agreement was ever finalized and executed. During these negotiations, UHA paid

UM for access to PowerWorks, and UM continued to provide software and support

services. Plaintiffs allege that, despite the disagreement as to certain terms, there was an

unwritten contract between UHA and UM, based on the continued payments by UHA and

the provision of service by UM. The Affiliates are alleged to have been third-party

beneficiaries of that contract.

       On or before May 1, 2012, Defendant UM prepared and sent an invoice to UHA

for the entire month of May 2012. UHA paid by check indicating clearly thereon that the

payment was for the entire month of May; UM deposited UHA’s check on May 7, 2012.

UM, therefore, accepted payment for the entire month of May.

       Although the parties disagree regarding the cause, on May 7, 2012, UM blocked

UHA’s access to PowerWorks. UM restored UHA’s access to that software from around

6:00 p.m. on May 14 until June 1, 2012. Thereafter, UHA demanded eight more days of

access, which it alleges were necessary to close out the electronic billing and payment

information from before June 1, 2012. UM never restored this access. UHA also

demanded the return, in an electronic format, of ―its confidential information provided for

storage and processing of data for billing‖2 that had been maintained by the PowerWorks

system.




2
       Compl. ¶ 15.

                                             3
       Plaintiffs contend UM’s actions breached its agreement with UHA. As a result of

this breach, Plaintiffs allege that they have been precluded from seeking payment ―from

insurers and/or their insureds/patients.‖3 According to UHA and its Affiliates, they have

been unable, due to UM’s breach, to bill their insureds and certain patients and have

incurred: (1) financial damages of $286,395; and (2) expenses of $48,601 as of

November 2013. The Complaint further alleges that ―Plaintiff UHA has no adequate

remedy at law or otherwise for the harm done,‖ and that ―Plaintiff UHA will suffer

irreparable harm, damage and injury,‖ unless UM is enjoined.4 The Affiliates claim that

they were third-party beneficiaries to the contract between UHA and UM. In addition, all

Plaintiffs have asserted a quasi-contract claim and an unjust enrichment claim against

UM for the above actions, as alternate theories of relief.

       In their prayer for relief as to the claims subject to UM’s motion to dismiss,

Plaintiffs seek: (1) a temporary restraining order (―TRO‖) against UM preventing it from

destroying or interfering with Plaintiffs’ confidential information in electronic format; (2)

a TRO and preliminary injunction requiring UM to surrender to UHA all confidential

information which UHA provided to UM in connection with patient billing and other

management services performed by UHA; (3) eventually, a permanent injunction to the

same effect; (4) a monetary award equal to the loss of collections from payors as a result

of the breach; and (5) their fees and expenses.


3
       Id. ¶ 16.
4
       Id. ¶¶ 22-23.

                                              4
                                C.     Procedural History

      On July 20, 2012, UHA filed its initial complaint with this Court. On November

30, 2013, CMG and BHH moved to intervene; this Court granted that motion on

December 2, 2013. A few days later, UHA amended its Complaint to add CMG and

BHH as parties. UM answered on January 6, 2014 and also moved to dismiss the

Affiliates pursuant to Court of Chancery Rule 12(b)(6). Having since had the benefit of

full briefing and oral argument, this is the Court’s ruling on UM’s motion.

                           D.        The Parties’ Contentions

      With regard to the third-party beneficiary claim, UM argues that the Affiliates

have not pled that they were intended beneficiaries of the contract between UM and

UHA. Specifically, UM avers that UHA’s allegation that it ―provides administrative,

management and billing for medical services rendered by [CMG and BHH]‖5 is not

sufficient to plead that the Affiliates were intended third-party beneficiaries to any

potential contract. Concerning the unjust enrichment and quasi-contract claims, UM

contends that ―[the Affiliates] have not alleged that they conferred any benefit upon UM,

or that UM unjustly retained that benefit.‖6 UM also asserts that there is no legally

cognizable relationship between the Affiliates and UM and, as such, any damages from

the loss of access to PowerWorks sought by the Affiliates must come from UHA, with

whom CMG and BHH have a legal relationship.



5
      Id. ¶ 1.
6
      Def.’s Opening Br. 8.

                                             5
       The Affiliates argue that the Complaint supports the allegation that they were

third-party beneficiaries to the contract between UHA and UM. CMG and BHH also

maintain that they have pled sufficiently their alternate claims based on theories of quasi-

contract and unjust enrichment.

                                      II.       ANALYSIS

                                A.          Applicable Standard

       Pursuant to Rule 12(b)(6), this Court may grant a motion to dismiss for failure to

state a claim if a complaint does not assert sufficient facts that, if proven, would entitle

the plaintiff to relief.

               A motion to dismiss pursuant to Rule 12(b)(6) for failure to
               state a claim must be denied unless, assuming the well-pled
               allegations to be true and viewing all reasonable inferences
               from those allegations in the plaintiff’s favor, [the Court
               does] not find there to be a reasonably conceivable set of
               circumstances in which the plaintiff could recover. In this
               analysis, [the Court should] not accept as true any conclusory
               allegations unsupported by specific facts.7

                           B.        Third-Party Beneficiary Claim

       I first consider the claims of CMG and BHH that they are entitled to relief as third-

party beneficiaries of the contract between UHA and UM.




7
       City of Providence v. First Citizens BancShares, Inc., 2014 WL 4409816, at *3
       (Del. Ch. Sept. 8, 2014) (citing Cent. Mortg. Co. v. Morgan Stanley Mortg.
       Capital Hldgs. LLC, 27 A.3d 531, 536 (Del. 2011), and Gantler v. Stephens, 965
       A.2d 695, 704 (Del. 2009)).

                                                  6
       ―Well-settled within precepts of contract law is recognition that non-parties to a

contract ordinarily have no rights under it.‖8 This general principle is subject to an

exception recognizing that intended, but not incidental, third-party beneficiaries of a

contract have legal rights under that contract, despite being non-parties.9 This Court has

held that that:

                  In order for third party beneficiary rights to be created, not
                  only is it necessary that performance of the contract confer a
                  benefit upon third parties that was intended, but the
                  conferring of a beneficial effect on such third party—whether
                  it be a creditor of the promisee or an object of his or her
                  generosity—should be a material part of the contract’s
                  purpose.10

       In Madison Realty Partners 7, LLC v. AG ISA, LLC,11 this Court identified the

three elements of a third-party beneficiary claim:

                  (1) an intent between the contracting parties to benefit a third
                  party through the contract, (2) the benefit being intended to
                  serve as a gift or in satisfaction of a pre-existing obligation to
                  the third party, and (3) a showing that benefiting the third


8
       MetCap Sec. LLC v. Pearl Senior Care, Inc., 2007 WL 1498989, at *7 (Del. Ch.
       May 16, 2007).
9
       Diamond Elec., Inc. v. Delaware Solid Waste Auth., 1999 WL 160161, at *6 (Del.
       Ch. Mar. 15, 1999) (―A third party has rights under a contract when the
       contracting parties intend by their contract to confer a benefit on the third party‖);
       see also RESTATEMENT (SECOND) OF CONTRACTS § 302 (1981).
10
       Insituform of N. Am., Inc. v. Chandler, 534 A.2d 257, 270 (Del. Ch. 1987); see
       also NAMA Hldgs., LLC v. Related World Mkt. Ctr., LLC, 922 A.2d 417, 434 (Del.
       Ch. 2007) (―As a general rule, only parties to a contract and intended third-party
       beneficiaries may enforce an agreement’s provisions.               Mere incidental
       beneficiaries have no legally enforceable rights under a contract.‖).
11
       2001 WL 406268 (Del. Ch. Apr. 17, 2001).

                                                  7
                party was a material aspect to the parties agreeing to
                contract.12

         Here, CMG and BHH argue that they are intended third-party beneficiaries of an

unwritten contract between UHA and UM. A mere allegation that a party ―was an

intended beneficiary is, of course, not sufficient to state a claim.‖13 Generally, plaintiffs

claiming third-party beneficiary status must plead more than a relationship with one of

the parties to the contract at issue.

         In arguing that the Affiliates have failed to meet their pleading burden in that

regard, UM relies on MetCap Securities. In that case, this Court dismissed a third-party

beneficiary claim because the alleged third-party beneficiary failed to show that the

contract it had with a party to the disputed contract evidenced the requisite intent, even

though the disputed contract acknowledged the other contract with the third party.14 The

case before me is distinguishable from MetCap Securities, however, because it involves a

high degree of government regulation. The sharing of medical information and data,

such as the data at the heart of this case, is heavily regulated, at a minimum, at the federal

level.

         Paragraph four of the Complaint specifically points to the Health Insurance

Portability and Accountability Act (―HIPAA‖) as part of the federal regulatory regime




12
         Id. at *5.
13
         MetCap, 2007 WL 1498989, at *7.
14
         Id. at *7-8.

                                              8
governing the handling and transfer of medical information.          As part of HIPAA,

Congress authorized the Department of Health and Human Services (―DHHS‖) to

promulgate regulations to protect the privacy of health information. 15 These regulations

are codified under 45 C.F.R. §§ 160 and 164, and known as the Privacy Rule. As

described by DHHS, the Privacy Rule requires that covered entities enact ―appropriate

safeguards to protect the privacy of personal health information, and sets limits and

conditions on the uses and disclosures that may be made of such information without

patient authorization.‖16

       The applicable HIPAA regulation defines a covered entity as: ―(1) [a] health plan,

(2) [a] health care clearinghouse, or (3) [a] health care provider who transmits any health

information in electronic form in connection with a transaction covered by this

subchapter.‖17   Based on the allegations in the Complaint, I consider it reasonably

conceivable that Plaintiffs will be able to show that CMG and BHH, as alleged health

care providers, fall within this definition and constitute covered entities for HIPAA

purposes.    Under the statute, ―[a] covered entity may disclose protected health

information to a business associate and may allow a business associate to create, receive,



15
       See generally Deborah F. Buckman, Validity, Construction, and Application of
       Health Insurance Portability and Accountability Act of 1996 (HIPAA) and
       Regulations Promulgated Thereunder, 194 A.L.R. Fed. 133 (2004).
16
       U.S. DEP’T OF HEALTH AND HUMAN SERVS., The Privacy Rule,
       http://www.hhs.gov/ocr/privacy/hipaa/administrative/privacyrule/ (last visited
       Nov. [14], 2014).
17
       45 C.F.R. § 160.103.

                                            9
maintain, or transmit protected health information on its behalf, if the covered entity

obtains satisfactory assurance that the business associate will appropriately safeguard the

information.‖18 As defined by HIPAA, a business associate is an entity that:

              On behalf of such covered entity . . . creates, receives,
              maintains, or transmits protected health information for a
              function or activity regulated by this subchapter, including
              claims processing or administration, data analysis, processing
              or administration, utilization review, quality assurance,
              patient safety activities listed at 42 CFR 3.20, billing, benefit
              management, practice management, and repricing.19

UHA ―provides administrative, management and billing for medical services rendered by

its affiliates.‖20 Thus, UHA would appear to qualify as a business associate to the

Affiliates for purposes of HIPAA and the DHHS regulations.

      As a business associate, UHA is entitled to:

              disclose protected health information to a business associate
              that is a subcontractor and may allow the subcontractor to
              create, receive, maintain, or transmit protected health
              information on its behalf, if the business associate obtains
              satisfactory assurances, in accordance with § 164.504(e)(1)(i),
              that the subcontractor will appropriately safeguard the
              information.21

A subcontractor is ―a person to whom a business associate delegates a function, activity,

or service, other than in the capacity of a member of the workforce of such business



18
      Id. § 164.502(e)(1)(i) (emphases added).
19
      Id. § 160.103.
20
      Compl. ¶ 1.
21
      45 C.F.R. § 164.502(e)(1)(ii) (emphases added).

                                             10
associate.‖22 Plaintiffs have alleged that UHA contracted first with Cerner and then with

UM ―in connection with the storage and processing of data for the Affiliates.‖23 HIPAA

requires disclosures to subcontractors to meet a variety of mandatory protocols for

contracts between covered entities and business associates.24         These protocols are

identical for contracts between business associates and subcontractors.        Indeed, the

regulations require that contracts between business associates and subcontractors must

―ensure that any subcontractors that create, receive, maintain, or transmit protected health

information on behalf of the business associate agree to the same restrictions and

conditions that apply to the business associate with respect to such information.‖25

       Based on these facts, I find that the Complaint supports a reasonable inference that

UM was a subcontractor under the HIPAA regulatory regime. The record also supports a

reasonable inference that UHA was a business associate of the Affiliates, CMG and

BHH, which are covered entities under HIPAA.               Accordingly, it is reasonably

conceivable that Plaintiffs can show that UM, as a subcontractor, was subject to the same

regulatory restrictions and conditions that applied to UHA as a business associate. In

these circumstances, I am convinced that a court could find that when UM received from

UHA the information provided to it by the Affiliates—information protected by



22
       Id. § 160.103.
23
       Compl. ¶ 4.
24
       See 45 C.F.R. § 164.502(e)(2).
25
       Id. § 164.504(e)(2)(ii)(D).

                                            11
HIPAA—UM was aware not only of the federally mandated privacy controls to which

the information was subject, but also of the existence of the Affiliates, as the source of

the protected health information. I therefore consider it reasonably conceivable that the

Affiliates could prove at trial that UM may have intended to benefit the Affiliates through

its arrangement with UHA. Thus, Plaintiffs adequately have pled the first element of the

third-party beneficiary standard.

       The second element of a third-party beneficiary claim requires that the agreement

confer a beneficial effect on a third party. This benefit must be either a gift or in

fulfillment of a pre-existing obligation. The Complaint alleges, and I presume it is true,

that the Affiliates contracted with UHA to provide administrative, management, and

billing services. As such, there likely was some benefit and burden placed on both the

Affiliates and UHA by the arrangement they had between them. Any contract between

UHA and UM would have provided the benefit of billing services to the Affiliates,

thereby fulfilling UHA’s pre-existing obligation. Hence, I infer that Plaintiffs also could

satisfy this element of the third-party beneficiary test.

       Lastly, I examine whether making the Affiliates third-party beneficiaries of

whatever contract existed between UHA and UM was a material aspect of that

arrangement. Because UM was a subcontractor of UHA, it is reasonably conceivable that

UM knew that the confidential patient information UM received for processing was

generated by a party other than UHA. This is a logical consequence of the regulatory

mandate under HIPAA that the business associate–subcontractor relationship be subject

to the same conditions as the covered entity–business associate relationship. As such, it

                                              12
is also reasonable to infer that, as a material purpose of its alleged contract with UHA,

UM intended to provide a benefit to the underlying medical providers that generated the

confidential information. Based on the allegations in the Complaint and the overlay of

federal medical privacy regulation referenced herein, I conclude that the Affiliates have

pled sufficient facts to meet the final element of their third-party beneficiary claim.

       In sum, the Complaint supports a reasonable inference that, in light of relevant

HIPAA regulations, CMG and BHH were third-party beneficiaries of the alleged contract

between UHA and UM. I have no difficulty reaching this conclusion with respect to the

portion of Plaintiffs’ claims related to the handling and return of their confidential

information. Another important aspect of Plaintiffs’ claim, however, relates to a different

issue: Plaintiffs’ request for an award of damages against UM ―equal to the loss of

collections from secondary payors based upon UM’s breach and expenses incurred in

connection therewith.‖26     Both Plaintiffs and Defendant provided only sparse and

relatively unhelpful briefing on this aspect of the third-party beneficiary claim. Having

concluded that Plaintiffs have stated a third-party beneficiary claim as to the alleged

UHA–UM contract, at least as it relates to the treatment of confidential information of the

Affiliates, I am not convinced at this preliminary stage that Plaintiffs could not

conceivably prove that the Affiliates are entitled to damages on a third-party beneficiary

theory.   I am skeptical about such a damages claim, but conclude that it must be

evaluated after a more thorough development of the record and clarification of the


26
       Compl. Prayer for Relief ¶ d.

                                             13
relevant law and its application to the facts of this case.27 Therefore, UM’s motion to

dismiss the Affiliates’ third-party beneficiary claim for breach of contract is denied.

                                C.     Alternative Theories

       Plaintiffs also assert, as alternative theories, a quasi-contract claim and an unjust

enrichment claim. Although they are not clearly delineated either in the Complaint or in

Plaintiffs’ briefing, I will examine these two claims separately, because the elements of

each are distinct.

                           1.        The Quasi-Contract Claim

       Plaintiffs’ quasi-contract claim against UM alleges that, even if no express

contract existed between UHA and UM, the Court should find that a quasi-contract

existed between the Affiliates and UM. An ―implied, or quasi-contract, is one where the

law will infer the existence of a contractual relationship without regard to the actual

intention of the parties where circumstances are such that justice warrants a recovery as

though there had been a promise or contract.‖28 There is no such relationship between

the Affiliates and UM.

       As the governing standard for quasi-contracts, the parties both cite the Delaware

Superior Court’s decision in Spanish Tiles, Ltd. v. Hensey,29 which holds:



27
       Cf. Tunnell v. Stokley, 2006 WL 452780, at *2 (Del. Ch. Feb. 15, 2006) (stating, in
       context of a motion for summary judgment, that the Court ―maintains the
       discretion to deny summary judgment if it decides that a more thorough
       development of the record would clarify the law or its application.‖).
28
       Dorsey v. State ex rel. Mulrine, 301 A.2d 516, 518 (Del. 1972).
29
       2005 WL 3981740 (Del. Super. Mar. 30, 2005).
                                             14
              The essential elements of a quasi-contract are [1] a benefit
              conferred upon the defendant by the plaintiff, [2] appreciation
              or realization of the benefit by the defendant, and [3]
              acceptance and retention by the defendant of such benefit
              under such circumstances that it would be inequitable to
              retain it without paying the value thereof.30

Further, ―it is not enough that the defendant received a benefit from the activities of the

plaintiff; if the services were performed at the behest of someone other than the

defendants, the plaintiff must look to that person for recovery.‖31

       Thus, the primary inquiry under the first element of Spanish Tiles focuses on

which party conferred the benefit and on whom. Paragraph 8 of the Complaint states that

on January 1, 2011, ―UM began providing software and support services to Plaintiff

UHA.‖32 Plaintiffs allege that over the following months UM and UHA were unable to

agree on specific terms of service, although ―UM continued to provide software and

support services to Plaintiff UHA.‖33 This continued until May of 2012. The Complaint

then alleges that:

              On or before May 1, 2012, Defendant UM prepared and sent
              an invoice to Plaintiff UHA for the entire month of May
              2012, Plaintiff UHA paid by check . . . and UM knowingly
              deposited Plaintiff UHA’s check . . . accepting payment for
              the entire month of May; however, Defendant UM blocked



30
       Id. at *3 n.9.
31
       MetCap Sec. LLC v. Pearl Senior Care, Inc., 2007 WL 1498989, at *6 (Del. Ch.
       May 16, 2007).
32
       Compl. ¶ 8.
33
       Id. ¶¶ 9-11.

                                             15
              the access of Plaintiff UHA to the Cerner software from . . .
              May 7, 2012 through . . . May 14, 2012.34

       These allegations support a reasonable inference that a quasi-contract existed

between UHA and UM, but they do not include any specific facts that suggest the

Affiliates provided a benefit to UM under circumstances such that it would be inequitable

for UM to retain the benefit without paying for it. Similarly, Plaintiffs’ Opposition Brief

to this motion states that, ―Plaintiff UHA . . . conferred a direct, monetary benefit upon

Defendant UM.‖35 The Complaint portrays a two-way relationship between UHA and

UM, under which UM received UHA’s money in exchange for granting UHA access to

PowerWorks. There is no reasonable basis to infer, however, that a similar benefit was

transferred between the Affiliates and UM. Plaintiffs have not pled sufficient facts to

support a reasonable inference that the Affiliates conferred a benefit upon UM that would

fulfill the first element of a quasi-contract claim. Failure to plead an essential element of

a claim will result in the dismissal of that claim.36 As such, because CMG and BHH have

failed to plead the first element of a quasi-contract claim, their claim for such relief is

dismissed.

                         2.      The Unjust Enrichment Claim

       The factual premises for the unjust enrichment claim of CMG and BHH are

similar to their quasi-contract claim, but the elements of such a claim are distinct. ―The


34
       Id. ¶ 12.
35
       Pls.’ Opp’n Br. 11.
36
       Crescent/Mach I P’rs, L.P. v. Turner, 846 A.2d 963, 972 (Del. Ch. 2000).

                                             16
elements of unjust enrichment are: (1) an enrichment, (2) an impoverishment, (3) a

relation between the enrichment and impoverishment, (4) the absence of justification, and

(5) the absence of a remedy provided by law.‖37 In addition, this Court has held that:

             [T]o recover under a theory of quasi contract, a plaintiff must
             demonstrate that services were performed for the defendant
             resulting in its unjust enrichment. It is not enough that the
             defendant received a benefit from the activities of the
             plaintiff; if the services were performed at the behest of
             someone other than the defendants, the plaintiff must look to
             that person for recovery.38

      In this case, the unjust enrichment allegedly came from the week-long period in

May 2012 during which UM denied UHA access to the PowerWorks system, despite

UHA already having paid for such access. The relationship between the parties here is

some sort of contract or quasi-contract between UM and UHA, and another between

UHA and the Affiliates. UHA performed functions for and on behalf of the Affiliates

and subcontracted some of those functions to UM. As previously noted, the Complaint

expressly alleges that UHA paid UM.39 These allegations support a reasonable inference

that UHA, at least to some extent, was impoverished and UM was unjustly enriched by

those payments.     There are no specific facts alleged, however, that link UHA’s




37
      Nemec v. Shrader, 991 A.2d 1120, 1130 (Del. 2010) (citing Jackson Nat’l Life Ins.
      Co. v. Kennedy, 741 A.2d 377, 394 (Del. Ch. 1999), and Cantor Fitzgerald, L.P. v.
      Cantor, 724 A.2d 571, 585 (Del. Ch. 1998)).
38
      MetCap Sec. LLC v. Pearl Senior Care, Inc., 2007 WL 1498989, at *6 (Del. Ch.
      May 16, 2007).
39
      See supra notes 32-34 and accompanying text.

                                            17
impoverishment to the Affiliates: the only transfers alleged are between UHA and UM.

Thus, to the extent that UM may have been unjustly enriched, it was at UHA’s expense.

Furthermore, the Affiliates, pursuant to this Court’s holding in MetCap Securities, must

look to UHA, not UM, for recovery. Because CMG and BHH have failed to plead this

critical component of their unjust enrichment claim, I dismiss that claim under Rule

12(b)(6).

                              III.     CONCLUSION

      For the reasons stated in this Memorandum Opinion, I deny Defendant’s motion to

dismiss with respect to CMG and BHH’s third-party beneficiary claim and I grant

Defendant’s motion with respect to the quasi-contract and unjust enrichment claims

asserted by CMG and BHH.

      IT IS SO ORDERED.




                                          18
