Corbett v. Bison Boys, LLC, et al.
MEMORANDUM DECISION AND ORDER - IT IS ORDERED that Defendants Motion to Dismiss (Dkt. 3 ) is GRANTED, and Plaintiffs Complaint is DISMISSED WITHOUT PREJUDICE. Should Plaintiff wish to file an amended complaint, it must be filed with the Court within 30 days after the date of this Order. Signed by Judge B. Lynn Winmill. (caused to be mailed to non Registered Participants at the addresses listed on the Notice of Electronic Filing (NEF) by (jd)
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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF IDAHO
Case No. 4:20-cv-00353-BLW
BISON BOYS, LLC, an Idaho limited
liability company; TYLER PORTER,
Before the Court is Defendants Bison Boys, LLC and Tyler Porter’s Motion
to Dismiss for lack of standing and for failure to state a claim (Dkt. 3). Having
fully reviewed the record, the Court finds that the facts and legal arguments are
adequately presented in the briefs and record. Accordingly, in the interest of
avoiding further delay, and because the Court finds that the decisional process
would not be significantly aided by oral argument, this matter shall be decided on
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the record before this Court without oral argument. For the reasons that follow, the
Court will grant Defendants’ motion.
On April 8, 2019, Bison Boys, LLC entered into a Letter of Engagement
with Plaintiff, David Corbett, a producer located in Los Angeles, California, to
produce a reality television series depicting the Bison Boys and their experiences
running a bison ranch in Eastern Idaho. Compl. ¶ 1-2, 9-11 and Ex. 1 at 12-16, Dkt.
1. The agreement provided that Bison Boys would pay Corbett $30,000 over the
course of three months in exchange for his efforts to develop the show, including
the creation of a “series bible,” an “industry standard pitch deck,” and any other
necessary marketing materials. Compl. Ex. 1 at 12-13, Dkt. 1. The agreement
further contemplated that in consideration for Corbett’s good faith efforts to shop
the reality show to potential networks, financiers, and/or talent, Corbett would
have a one-year “exclusive right to represent all television, motion picture rights
and ancillary and allied rights in and to” the reality series. Compl. Ex. 1 at 14, Dkt.
Under the agreement, Corbett would receive additional compensation related
to the actual production of the reality show, in the event that Bison Boys and a
third party came to an agreement. See id. Ex. 1 at 15 (“Producer shall in
consultation with Owner, negotiate directly on Owners behalf with all Third
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Parties the terms and conditions applicable to Producer’s and Owners individual
and collective services, rights (including, without limitation, Producers
services, respective companies’ services, compensation and credits on the potential
Project) and the terms and conditions for the acquisition of rights in and to the
Property by such Third Party(ies)” (emphasis added)). Bison Boys and Corbett also
agreed the contract would not be breached by Bison Boys failing to execute a
third-party agreement to produce the show, as long as the parties acted in good
Bison Boys paid Corbett $30,000 over the next three months, as provided
under the contract. Compl. ¶ 26. In return, Corbett provided a series bible and
branding report to Bison Boys, and met with several television executives and
producers about the series. Id. ¶ 16-19. However, the relationship between Bison
Boys and Corbett went south, and Bison Boys sent Corbett a “Notice of
Termination for Breach” on January 30, 2020. Id. at ¶ 25. The letter alleged that
Corbett had failed to make good faith efforts to shop the reality series around and
had failed to write the series bible. Id.
Corbett is now suing Bison Boys, LLC alleging breach of contract, breach of
duty of good faith and fair dealing, promissory estoppel, and unjust enrichment. Id.
at ¶ 29-49. Corbett is also suing Tyler Porter as an individual, alleging tortious
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interference with contract. Id. at ¶ 50-55. Bison Boys and Porter have moved to
dismiss the complaint under the Federal Rules of Civil Procedure 12(b)(1) and
12(b)(6), arguing that Corbett lacks standing with respect to either of the
defendants, and has failed to state a claim against Porter. Def. Br. at 1, Dkt. 3-1.
Under Federal Rule of Civil Procedure 12(b)(1), a defendant may bring a
motion to dismiss for lack of subject matter jurisdiction. In a motion challenging
subject matter jurisdiction under Rule 12(b)(1), the plaintiff has the burden of
showing there is jurisdiction to survive defendant's motion to dismiss. Tosco Corp.
v. Communities for a Better Env’t, 236 F.3d 495, 499 (9th Cir. 2001). Where a
FRCP 12(b) motion to dismiss is based on lack of standing, the reviewing court
must defer to the plaintiff's factual allegations, and further must “presume that
general allegations embrace those specific facts that are necessary to support the
claim.” Lujan v. Defenders of Wildlife, 504 U.S. 555, 561 (1992).
Corbett alleges that this Court has diversity jurisdiction over this case.
Compl. ⁋ 8, Dkt. 1. As such, Idaho substantive law governs. Gasperini v. Ctr. for
Humanities, Inc., 518 U.S. 415, 427 (1996) (“Under the Erie doctrine, federal
courts sitting in diversity apply state substantive law and federal procedural law.”).
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“When interpreting state law, federal courts are bound by decisions of the state's
highest court.” Lewis v. Tel. Emps. Credit Union, 87 F.3d 1537, 1545 (9th Cir.
Standing is a jurisdictional matter, and thus a motion to dismiss for lack of
standing is properly raised in a Rule 12(b)(1) motion to dismiss. See Chandler v.
State Farm Mut. Auto. Ins. Co., 598 F.3d 1115, 1121 (9th Cir. 2010). To establish
standing under Article III, the plaintiff must prove: (1) an injury-in-fact that is
concrete and particularized, and actual or imminent; (2) a fairly traceable causal
connection between the injury alleged and the conduct in dispute; and (3) a
sufficient likelihood that the relief sought will redress the injury. Lujan, 504 U.S. at
560–61. “Plaintiffs cannot rely on speculation about ‘the unfettered choices made
by independent actors not before the court’” in demonstrating injury-in-fact.
Clapper v. Amnesty Int’l USA, 568 U.S. 398, 415 n.5 (2013) (internal quotation
marks and citation omitted).
Idaho law also requires that proof of injury not be too speculative. See
Lockwood Graders of Idaho, Inc. v. Neibaur, 80 Idaho 123, 128-29 (1958)
(reversing a judgement and remanded for a new trial because “damages were
remote and speculative”). Compensatory damages for lost profits and future
earnings must be reasonably certain. Inland Grp. Of Companies, Inc. v. Providence
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Wash. Ins. Co., 133 Idaho 249, 257 (1999). “Reasonable certainty requires neither
absolute assurance nor mathematical exactitude; rather, the evidence need only be
sufficient to remove the existence of damages from the realm of speculation.”
Griffith v. Clear Lakes Trout Co., 143 Idaho 733, 740 (2007). Damages are unduly
speculative “when the probability that a circumstance will exist as an element for
compensation becomes conjectural.” Neibaur, 80 Idaho at 128.
Defendants argue that Corbett’s alleged injury is too speculative and that he
accordingly does not have standing in this case. This argument is well taken. While
Corbett alleges various claims for relief, including breach of the implied covenant
of good faith and fair dealing, promissory estoppel, and unjust enrichment, the only
possible injury raised by the Complaint is the lack of opportunity to negotiate a
third-party contract to produce the show and the resulting lack of commission. 1 To
the extent Corbett alleges that Bison Boys appropriated his work product, Corbett
fails to allege any injury. See Compl. ¶ 36, Dkt. 1. The agreement provided that
A claim for reliance damages resulting from the promissory estoppel claim may have
supported injury-in-fact, had Corbett pled any facts to support reliance damages. See Vestar
Development II, LLC v. General Dynamics Corp., 249 F.3d 958, 962 (9th Cir. 2001) (“On these
facts, [Plaintiff] could satisfy [the reasonable certainty] standard only with respect to reliance
damages: time spent, expenses incurred, opportunities foregone, or perhaps harm to his
reputation.”). But Corbett has not stated any underlying facts that might support a claim of
reliance damages, beyond his bare assertion that he is entitled to them. Compl. ¶ 39-44, Dkt. 1;
see generally id. This is insufficient. See Ashcroft v. Iqbal, 556 U.S. 662, 678-79 (2009).
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Bison Boys would pay Corbett $30,000 as consideration for his efforts to develop
the series, including the production of the series bible and other developmentrelated work product.2 This sum was paid to Corbett by Bison Boys as
With regard to Corbett’s loss of opportunity to negotiate a third-party
producer contract, Defendants point out that there are three levels of speculation
that Corbett would have to overcome in order to sufficiently allege injury. First,
Corbett would have to show that he would have been able to successfully find a
third party interested in the show and willing to produce it. Def. Br. at 4-6, Dkt. 31. Second, Corbett would have to show that the resulting deal was sufficient, such
that Bison Boys would accept it in good faith. Id. And third, Corbett would have to
demonstrate with reasonable certainty what his commission would have been on
the hypothetical third-party contract. Id.
The speculation required prevents Corbett from being able to show any
reasonably certain injury, as required under Idaho law. Vestar Development II,
Paragraph 6 of the Letter of Engagement also provides that “Material shall be the sole
and exclusive property of the Owner from the moment of creation.” Compl., Ex. 1, Dkt. 1 at 13.
To the extent that Corbett bases his unjust enrichment claim on work product created as
contemplated in Paragraph 2 of the Letter of Engagement, this claim is satisfied by Defendants’
payment of $30,000 as contemplated by the Letter of Engagement.
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LLC v. General Dynamics Corp. is particularly instructive to the Court’s decision.
249 F.3d 958 (9th Cir. 2001). In that case, a potential buyer signed an exclusive
agreement to negotiate with a potential seller regarding the purchase of land. Id. at
959. The seller breached by selling to a third-party during the exclusive period. Id.
The would-be buyer sued, seeking lost profits from a hypothetical shopping center
it had planned to build on the land. Id. at 960, 962. The Ninth Circuit reasoned that
there was “no way to evaluate, other than through speculation, the profits that [the
buyer] might have made.” Id. at 962. The court noted that “Defendant could have
upheld its end of the bargain, and the sale could still have fallen through due to
some intervening event[.]” Id. at 960. Accordingly, the court affirmed the district
court’s dismissal of the case on the grounds that damages could not be proven with
reasonable certainty, as required under California law. Id. at 959.
Likewise, damages cannot be shown in this case with reasonable certainty.
As in Vestar, any damages that Corbett might have suffered are far too speculative
and contingent on future decisions of not only the parties themselves, but of
presently unidentified third parties.
The plaintiff in Vestar was unable to demonstrate with reasonable certainty
that it would succeed in reaching an acceptable deal with the seller, and that it
would then be able to develop a shopping mall on the land, never mind what
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profits it might have made if it had been able to do so. Here too, Corbett will be
unable to demonstrate that, absent Bison Boys’ alleged breach, he would have been
able to successfully find a third party willing to produce the reality show and
negotiate a deal with them that Bison Boys would find acceptable. Moreover,
neither the Complaint or the agreement signed by Corbett and Bison Boys provides
any indication of what the terms of the hypothetical third-party agreement might
have been, nor what Corbett’s commission might have been on the deal.
The Court finds that Corbett lacks standing because his injury is too
speculative to demonstrate injury-in-fact. The Court will therefore dismiss
Plaintiff’s Complaint without prejudice, giving him leave to amend. See, e.g.,
Coakley v. Sunn, 895 F.2d 604, 608 (9th Cir. 1990) (instructing that dismissal for
lack of standing should be without prejudice).
Because Corbett does not have standing against any of the defendants in this
case, the Court does not address Defendants’ separate argument that Corbett failed
to state a claim against Tyler Porter as an individual under Federal Rule of Civil
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IT IS ORDERED that Defendants’ Motion to Dismiss (Dkt. 3) is GRANTED,
and Plaintiff’s Complaint is DISMISSED WITHOUT PREJUDICE. Should
Plaintiff wish to file an amended complaint, it must be filed with the Court within
30 days after the date of this Order.
DATED: October 13, 2020
B. Lynn Winmill
U.S. District Court Judge
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