Unreported / Non-Citable
Background
William Richard Miller, Jr., a California-licensed contractor doing business as Wire it Right, LLC and Digitek, LLC, spent five years performing cable-installation work for FiOptix, Inc., a company that contracts with AT&T for street-to-residence fiber hookups. FiOptix assigned Miller roughly 17,000 “work orders” through an internal system called “Vision.” Under that process, Miller had 48 hours to survey a job site and submit a cost estimate; estimates under $1,500 (about 80% of them) were auto-approved, larger estimates needed AT&T sign-off, and about 10% of all estimates were never approved at all. Much of the physical work was actually performed by Edgar S. Monge, Sr., through his company D21-Techs, LLC, operating as Miller’s subcontractor and under Miller’s contractor license.
In June 2025, without notice, FiOptix reassigned about 165 “open” work orders — jobs that had been scheduled but not yet completed — away from Miller. Miller alleged that FiOptix and Monge coordinated to shift most of that work to Monge directly, cutting Miller out. Miller sued in Alameda County Superior Court for breach of contract, breach of implied contract, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and several interference torts against FiOptix and Monge. FiOptix removed the case to federal court in the Northern District of California.
After an initial motion to dismiss, Miller amended his complaint once. FiOptix and Monge then each moved to dismiss the amended version. By the time the court ruled, Miller’s attorney had withdrawn and he was representing himself.
The Court’s Holding
Chief Judge Yvonne Gonzalez Rogers granted both motions to dismiss. Miller conceded that FiOptix, as the actual counterparty, could not be liable for inducing a breach of or interfering with its own contract, so those four claims against FiOptix were dismissed with prejudice. On the core breach-of-contract claim, the court held that Miller’s own allegations defeated his theory: because the disputed work orders were still “open” — scheduled but never approved — they reflected, at most, preliminary cost-estimating steps, not a binding agreement for Miller to perform or FiOptix to pay. Since Miller had already amended this claim once without fixing the problem, the court dismissed it without further leave to amend.
The implied-contract, promissory estoppel, and good-faith-and-fair-dealing claims against FiOptix failed for a related reason: nothing in the complaint showed FiOptix ever manifested a clear promise not to reassign unapproved work. Because these theories were new to the amended complaint, the court gave Miller one more chance to replead them — but specified what he would need to allege, including that promissory estoppel damages can never include lost profits, only reliance costs.
As to subcontractor Monge, the inducement and intentional-interference-with-contract claims failed because there was no valid underlying contract for Monge to have interfered with. The interference-with-prospective-economic-relations claims (both intentional and negligent) failed because Miller never identified a specific “independently wrongful act” by Monge — vague speculation that Monge “could well have” committed unfair competition or trade secret theft wasn’t enough. The court granted leave to amend these claims as well, provided Miller could plead actual facts.
Key Takeaways
- A scheduling or work-assignment document (like a “work order”) does not form a binding contract merely by being issued — if the parties’ own process makes performance and payment contingent on a later approval step, no contract exists until that approval happens.
- Promissory estoppel requires a “clear and unambiguous” promise, not an inference drawn from past dealings; even where it applies, recoverable damages are limited to reliance costs and cannot include lost profits.
- Claims for interference with prospective economic advantage (intentional or negligent) require pleading a specific independently wrongful act by the defendant — generic suspicion of possible misconduct is not enough to survive a motion to dismiss.
- A contracting party cannot be sued for inducing a breach of, or interfering with, its own contract — those torts require a defendant who is a stranger to the agreement.
- Federal courts applying California contract law under Rule 12(b)(6) will scrutinize whether a plaintiff has pleaded mutual assent to definite terms, not just a general business custom or expectation.
Why It Matters
The ruling is a useful cautionary tale for independent contractors and subcontractors who rely on informal, system-generated work assignments rather than signed agreements spelling out exclusivity or anti-reassignment terms. Even a long, consistent course of dealing — here, thousands of work orders over five years with no prior reassignments — was not enough, standing alone, to convert an unapproved job assignment into an enforceable contract or a clear promise of continued work.
The decision also illustrates how pleading standards operate across a cluster of related contract and business-tort theories: plaintiffs cannot simply recite legal elements or lean on “custom and practice” without tying specific facts to each element, particularly the existence of mutual assent (for contract claims) or an independently wrongful act (for interference claims). The court’s footnote warning both sides about conclusory briefing and the risks of AI-drafted filings also signals that courts are increasingly alert to generic, poorly supported litigation documents.