United States District Court, M.D. Tennessee, Nashville Division
William L. Campbell, Jr. Judge.
AIBJ E. NEWBERN, UNITED STATES MAGISTRATE JUDGE
the Court is Plaintiffs Vision Real Estate Investment Corp.,
Autumn Assisted Living Partners, Inc., and Michael
Hampton's motion to strike Defendant Metropolitan
Development and Housing Agency's (MDHA) affirmative
defenses. (Doc. No. 106.) MDHA has responded in opposition.
(Doc. No. 111.) For the reasons that follow, the
plaintiffs' motion to strike will be granted in part and
denied in part.
Court has discussed the circumstances of this case at length
in a prior order. (Doc. No. 94.) Briefly stated, Plaintiffs
entered into a series of contracts with Defendant
Metropolitan Government of Nashville and Davidson County
(Metro) concerning the development of a parcel of land in
north Nashville known as the Bordeaux Hospital Property.
(Doc. No. 45.)
These agreements included an agreement between Autumn
Assisted Living (“Autumn”) and Metro whereby
Autumn agreed to lease and operate an assisted living
facility located on the Bordeaux Hospital Property. Autumn
Assisted Living entered into a separate agreement with Metro
to lease and eventually purchase the assisted living
facility. In January 2017, the Metro Council passed a bill
rescinding the Lease Purchase Agreement on grounds that
Autumn was not properly operating the facility and had
allowed insurance to lapse. While the bill was still pending
before the Council, Metro sent Vision a letter terminating
the Lease Purchase Agreement citing Autumn's failure to
complete the purchase of the facility by the required date
and noting that “a number of additional concerns about
[the facility's] current operating conditions have come
to light, including maintenance of required insurance
coverages and regulatory deficiencies identified by the State
of Tennessee.” (Doc. No. 45-4).
(Doc. No. 124, PageID# 1112 (alteration in original).)
second amended complaint, which is the operative pleading in
this action, alleges violations of their procedural and
substantive due process rights and their right to equal
protection under the United States Constitution and state-law
claims for breach of contract, inducement to breach contract,
intentional interference with a business relationship, civil
conspiracy, equitable estoppel, and fraudulent inducement.
(Doc. No. 45.) The Court previously granted in part and
denied in part MDHA's motion to dismiss the second
amended complaint, dismissing Plaintiffs' due process and
equal protection claims against MDHA but continuing to
exercise jurisdiction over their state-law claims against
MDHA while federal claims remain pending against Metro. (Doc.
Nos. 94, 95.)
answered the second amended complaint, asserting the
following six affirmative defenses:
1. Plaintiffs' Second Amended Complaint fails to state a
claim against MDHA upon which relief can be granted.
2. MDHA hereby incorporates by referenced [sic] the
affirmative defenses set forth in Federal Rules of Civil
Procedure 8 and 12, as applicable.
3. MDHA asserts the doctrine of comparative fault as adopted
and recognized in the State of Tennessee.
4. MDHA asserts that the Plaintiffs' claims are barred,
in full or in part, by the application of the doctrine of
waiver, estoppel, laches, and/or unclean hands.
5. MDHA asserts that the Plaintiffs' claims are barred,
in full or in part, by the application of any relevant
statute of ...