United States District Court, D. Minnesota
FSS, Inc. a Minnesota Corporation doing business as Food Service Specialties, Plaintiff,
Casablanca Foods, Inc. LLC a New York limited liability company also known as Mina Foods, Defendant.
D. Christensen, Esq. and Anastasi Jellum, PA, 14985
60th Street North, Stillwater, MN 55082, counsel
Alexander Farrell, Esq. and Hellmuth & Johnson, PLLC,
8050 West 78th Street, Edina, MN 55439, counsel
S. DOTY, JUDGE UNITED STATES DISTRICT COURT.
matter is before the court upon the motion to dismiss by
defendant Casablanca Foods. Based on a review of the file,
record, and proceedings herein, and for the following
reasons, the court grants the motion in part.
contract dispute arises out of three unpaid invoices issued
pursuant to the parties' Formula Production Agreement
(Agreement). Plaintiff Food Specialty Services (FSS) is a
Minnesota corporation specializing in food condiment and
ingredient manufacture and supply. Compl. ¶ 1.
Casablanca Foods is a New York company specializing in the
creation and distribution of specialty sauces. Id.
¶¶ 2, 6. Casablanca sells its sauces to third-party
wholesalers, who in turn, sell the sauces to restaurants and
grocers. Id. ¶ 6.
February 12, 2016, FSS and Casablanca entered into the
Agreement, whereby FSS agreed to manufacture and package
Casablanca's sauces. Id. ¶¶ 6, 7.
Section one of the Agreement provides that FSS would
“formulate a Production Process for [Casablanca's]
product based upon ingredients and criteria supplied to it by
[Casablanca].” Kallamni Decl. Ex. A ¶ 1. Section
two, in relevant part, provides that Casablanca “shall
pay FSS the costs of all ingredients, packaging and shipping
costs related to the Production Process, including but not
limited to: ... any changes, cancellations, and/or excess
inventory of unique ingredients, expired ingredients, unique
package components [i.e. labels] ... within 30 days from the
date FSS invoices [Casablanca].” Id. ¶ 2.
Section five provides that “the Production Process or
any development thereof shall at all times remain the
exclusive property of FSS; and [Casablanca] shall have no
rights to any aspect thereof. [Casablanca] acknowledges it is
not compensating FSS to formulate a Production Process for
its product.” Id. ¶ 5.
mid-2016, FSS developed the Production Process and started
manufacturing and distributing Casablanca's sauces.
Compl. ¶ 9. FSS alleges that it acquired unique
ingredients, glass containers, and labels in a manner
specific to Casablanca's sauces and the Production
Process. Id. ¶ 10.
mid-April 2018, FSS issued three invoices, totaling $320,
139.71, “for the raw ingredients, packaging, and
storage necessary” to create a sauce. Id.
¶ 14. Casablanca did not timely pay the invoices.
Id. On July 16, 2018, Casablanca again refused to
pay the invoices. Id. ¶ 16. On July 20, 2018,
FSS commenced this diversity suit, raising breach of
contract, promissory estoppel, and unjust enrichment claims.
Casablanca now moves to dismiss.
Standard of Review
survive a motion to dismiss for failure to state a claim,
“‘a complaint must contain sufficient factual
matter, accepted as true, to state a claim to relief that is
plausible on its face.'” Braden v. Wal-Mart
Stores, Inc., 588 F.3d 585, 594 (8th Cir. 2009) (quoting
Ashcroft v. Iqbal, 556 U.S. 662, 677 (2009)).
“A claim has facial plausibility when the plaintiff
[has pleaded] factual content that allows the court to draw
the reasonable inference that the defendant is liable for the
misconduct alleged.” Iqbal, 556 U.S. at 677
(citing Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 556 (2007)). Furthermore, while a complaint need not
contain detailed factual allegations, it must raise a right
to relief above the speculative level. See Twombly,
550 U.S. at 555. “[L]abels and conclusions or a
formulaic recitation of the elements of a cause of
action” are not sufficient to state a claim.
Iqbal, 556 U.S. at 677 (quotations and citation
omitted). In a motion to dismiss, the court must assume all
factual allegations in the complaint are true and draw all
reasonable inferences in favor of the complainant. Olin
v. Dakota Access, LLC, 910 F.3d 1072, 1075 (8th Cir.
court does not consider matters outside the pleadings under
Rule 12(b)(6). Fed.R.Civ.P. 12(d). The court may, however,
consider matters of public record and materials that are
“necessarily embraced by the pleadings.”
Porous Media Corp. v. Pall Corp., 186 F.3d 1077,
1079 (8th Cir. 1999) (citation and internal quotation marks
omitted). “In a case involving a contract, the court
may examine the contract documents in deciding a motion to
dismiss.” Stahl v. U.S. Dep't of Agric.,
327 F.3d 697, 700 (8th Cir. 2003). Here, the court properly
considers the Agreement.
Sufficiency of Allegations ...