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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND : RAJENDRA PATEL : : v. : : HUGHES ELECTRONICS CORPORATION,: et al. : ...o0o...

CIVIL NO. CCB-99-2897

MEMORANDUM Now pending before this Court is a motion by Defendants Hughes Electronics Corporation ("HEC") and Hughes Ispat Limited ("HIL") for partial dismissal of Plaintiff Rajendra Patel's complaint. According to the complaint, HEC and Hughes

Network Systems ("HNS") formed HIL as a joint venture owned by HNS, Alltel Corporation ("Alltel"), and the Ispat Group ("Ispat"). Patel acted as HIL's CEO from November 1997 until Patel's complaint alleges that

his termination in April 1999.

Pradman Kaul, on behalf of HNS and HEC, made various misrepresentations to induce Plaintiff to accept employment with HIL. Patel brought this action alleging Breach of

Contract (Count I), Wrongful Discharge (Count II), Breach of Implied Contracts/Promissory Estoppel (Count III), Quantum Meruit (Count IV), Securities Fraud under Section 10(b) of the Securities Exchange Act of 1934 (Count V), Securities Fraud under the Maryland Blue Sky Law (Count VI), Breach of Implied 1

Covenant of Good Faith and Fair Dealing (Count VII), Misrepresentation/Deceit (Count VIII), Tortious Interference with Contractual Relations (Count IX), and Declaratory Relief (Count X). Defendants have moved to dismiss all counts except

those for Breach of Contract, Breach of Implied Contracts/Promissory Estoppel, and Declaratory Relief. This

matter has been fully briefed and no hearing is necessary. See Local Rule 105.6. For the reasons that follow, the Court

will grant Defendants' motion with respect to Counts II, V, VI, VII, and IX, but will deny Defendants' motion with respect to Counts IV and VIII. STANDARD OF REVIEW The Fourth Circuit recently summarized the basic principles governing the resolution of Rule 12(b)(6) motions: The purpose of a Rule 12(b)(6) motion is to test the sufficiency of a complaint; "importantly, [a Rule 12(b)(6) motion] does not resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses." Republican Party v. Martin, 980 F.2d 943, 952 (4th Cir. 1992). Accordingly, a Rule 12(b)(6) motion should only be granted if, after accepting all well-pleaded allegations in the plaintiff's complaint as true and drawing all reasonable factual inferences from those facts in the plaintiff's favor, it appears certain that the plaintiff cannot prove any set of facts in support of his claim entitling him to relief. See id. . . . We do note, however, that for purposes of Rule 12(b)(6), we are not required to accept as true the legal conclusions set forth in a plaintiff's complaint. See District 28, United Mine Workers of Am., Inc. v. th Wellmore Coal Corp., 609 F.2d 1083, 1085 (4 Cir. 1979).

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Edwards v. City of Goldsboro, 178 F.3d 231, 243-44 (4th Cir. 1999). Exhibits attached to the pleadings are considered part See Fed. R. Civ. P. 10(c). Where matters

of the complaint.

outside the pleadings are considered by the court, a defendant's motion to dismiss will be treated as one for summary judgment under Rule 56. See Fed. R. Civ. P. 12(b)(6).

BACKGROUND The facts, as stated in Plaintiff's complaint, are as follows. Defendant HEC is a Delaware corporation that

maintains its principal place of business in California. (Compl.,

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