Where a plaintiff has brought suit over the defendant’s performance of executive search and recruiting services, the defendant should be awarded summary judgment because (1) its contractual obligations are limited to those set forth in the parties’ search agreement and (2) no genuine issue of material fact remains as to whether the defendant breached those obligations.
“SheFit, Inc. (SheFit) filed its complaint in this action on October 30, 2024, against Defendant ZRG Partners, LLC, alleging claims of negligent performance of contract and breach of contract arising out of ZRG’s performance of executive search and recruiting services for SheFit. … SheFit Operating Company, LLC later became the named Plaintiff in the action. … Finally, SheFit filed a second amended complaint to substitute Long Tine, LLC, as Plaintiff by assignment of rights from of SheFit. …
“Presently before the Court is ZRG’s Motion for Summary Judgment (ECF No. 158), which is fully briefed and ready for decision. For the following reasons, the Court will grant the motion and dismiss the second amended complaint with prejudice. …
“ZRG argues that SheFit’s negligent-performance-of-contract claim fails because SheFit cannot show that it owed a duty separate and distinct from its contractual obligations. …
“ZRG contends that, apart from the Search Agreement, no legal relationship exists that provides the basis for a separate and independent duty. … SheFit argues otherwise, but the cases it cites are distinguishable. …
“SheFit fails to show that ZRG owed it a duty separate and distinct from its contractual obligations, nor does it cite pertinent caselaw supporting the proposition. Instead, the record establishes that all of the alleged breached duties arose solely out of the parties’ contractual relationship. Accordingly, the Court concludes that ZRG is entitled to summary judgment on SheFit’s negligence claim. …
“SheFit’s remaining claim is for breach of contract. … ZRG argues that it is entitled to summary judgment on the breach of contract claim because the evidentiary record shows that it fulfilled all of its contractual duties to SheFit under the Search Agreement.
“The central issue here is what comprises the parties’ contract. SheFit contends that it includes not only the Search Agreement, but also the statements set forth in the proposal. In fact, the bulk of SheFit’s complaint allegations are based upon statements set forth in the proposal. ZRG sees things differently. It contends that it was obligated to do/provide only those things set forth in the Search Agreement. …
“ZRG has the more persuasive argument because the Search Agreement contains a merger/integration clause. …
“Having found that ZRG’s contractual obligations are limited to those set forth in the Search Agreement, the Court next considers whether a genuine issue of material fact remains as to whether ZRG breached those obligations. The evidence demonstrates no such issue of fact. …
“For the foregoing reasons, the Court will grant ZRG’s Motion for Summary Judgment (ECF No. 158) and dismiss SheFit/LongTine’s second amended complaint with prejudice.”