Mr. Mudbug, Inc. v. Bloomin' Brands, Inc.
Filing
30
ORDER AND REASONS granting 23 Motion to Dismiss Count IV of Plaintiff's Second Amended Complaint. Plaintiff's bad faith claims are DISMISSED WITH PREJUDICE. Signed by Judge Jane Triche Milazzo. (ecm)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
MR. MUDBUG, INC.
CIVIL ACTION
VERSUS
NO: 15-05265
BLOOMIN BRANDS, INC.
SECTION “H”
ORDER AND REASONS
Before the Court is Defendant Bloomin Brands, Inc.’s Motion to Dismiss
Count IV of Plaintiff’s Second Amended Complaint (Doc. 23). For the following
reasons, the Motion is GRANTED.
BACKGROUND
Plaintiff Mr. Mudbug, Inc. d/b/a MMI Culinary Services (“MMI”)
manufactures food products such as soups, sauces, and dressings. Defendant
Bloomin Brands, Inc. (“BBI”) operates multiple national and international
restaurant chains including Bonefish Grill, LLC.
For a period of
approximately eight years, the parties formed a business relationship in which
Plaintiff produced pre-prepared foods for Defendant. Plaintiff alleges that it
expanded its manufacturing facilities in 2008 in reliance on this relationship.
Following this expansion, for reasons that are disputed, Defendant began to
1
award fewer contracts to MMI. By December of 2014, the business relationship
had been terminated entirely.
On September 25, 2015, Plaintiff filed a state court petition on open
account against Defendant for the payment of two invoices totaling
$242,668.83. Defendant removed the suit to this Court and asserted a
counterclaim against Plaintiff for breach of contract to supply quality products
and ingredients. Plaintiff then amended its Complaint to add claims for breach
of contract, detrimental reliance, and bad faith. Thereafter, Defendant filed a
Motion to Dismiss Plaintiff’s breach of contract, detrimental reliance, and bad
faith claim. This Court granted the motion only as to Plaintiff’s bad faith
claims and gave Plaintiff an opportunity to amend its bad faith allegations.
On April 11, 2016, Plaintiff file its Second Amended Complaint, adding
new allegations of bad faith. Defendant thereafter filed the instant Motion to
Dismiss.
Defendant asserts that Plaintiff’s bad faith claim still does not
provide sufficient factual support to state a claim. Plaintiff has opposed this
motion on the grounds that BBI’s Motion to Dismiss was untimely. This Court
will address each of the arguments in turn.
LEGAL STANDARD
To survive a Rule 12(b)(6) motion to dismiss, a plaintiff must plead
enough facts “to state a claim for relief that is plausible on its face.” 1 A claim
is “plausible on its face” when the pleaded facts allow the court to “draw
reasonable inference that the defendant is liable for the misconduct alleged.” 2
A court must accept the complaint’s factual allegations as true and must “draw
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 547
(2007)).
2 Id.
1
2
all reasonable inferences in the plaintiff’s favor.” 3 The court need not, however,
accept as true legal conclusions couched as factual allegations. 4 To be legally
sufficient, a complaint must establish more than a “sheer possibility” that the
plaintiff’s claims are true. 5 If it is apparent from the face of the complaint that
an insurmountable bar to relief exists and the plaintiff is not entitled to relief,
The court’s review is limited to the
the court must dismiss the claim. 6
complaint and any documents attached to the motion to dismiss that are
central to the claim and referenced by the complaint. 7
LAW & ANALYSIS
I.
Timeliness of BBI’s Motion to Dismiss
In its opposition, Plaintiff makes much ado about the fact that BBI’s
Motion to Dismiss was filed untimely and requests denial on these grounds.
Pursuant to the Federal Rules of Civil Procedure, a defendant has twenty-one
days within which to either answer a complaint or file a motion to dismiss. 8
Defendant filed the instant Motion to Dismiss thirty-four days after Plaintiff’s
Second Amended Complaint was filed into the record.
Ironically, Plaintiff’s opposition—in which it passionately chides
Defendant for its untimely filing—was likewise untimely. Under Local Rule
7.5, oppositions to motions must be filed “no later than eight days before the
noticed submission date.” Defendant’s motion was set for submission on July
13, 2016, making Plaintiff’s opposition due on July 5, 2016. Plaintiff did not
file its opposition until July 13—eight days late. In light of the parties’ mutual
Lormand v. U.S. Unwired, Inc., 565 F.3d 228, 232 (5th Cir. 2009).
Iqbal, 556 U.S. at 678.
5 Id.
6 Lormand, 565 F.3d at 255–57.
7 Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498 (5th Cir. 2000).
8 Fed. Rule Civ. Pro. 12(a).
3
4
3
tardiness and Plaintiff’s failure to show any prejudice, this Court declines to
deny Defendant’s motion on timeliness grounds and instead proceeds to the
merits. 9
II.
Bad Faith Claim
In its First Amended Complaint, Plaintiff brought bad faith claims with
regard to both its breach of contract and detrimental reliance claims. This
Court held that Plaintiff’s bad faith allegations failed to allege any facts
suggesting that Defendant acted with the requisite fraudulent or malicious
intent required to succeed on a bad faith claim. Plaintiff thereafter amended
his Complaint in order to remedy these deficiencies. In the instant Motion to
Dismiss, Defendant alleges that Plaintiff’s Second Amended Complaint still
fails to state a claim for bad faith.
Plaintiff’s Second Amended Complaint, which adopts the allegations in
its prior Complaint, adds allegations that Defendant unilaterally canceled
orders it had placed for goods from Plaintiff. Specifically, Plaintiff discusses
an agreement it had for the manufacture and supply of lobster bisque to the
Bonefish Grill restaurant chain for a limited time offer promotion (“LTO
Agreement”). Plaintiff alleges that the LTO Agreement was intentionally
breached in order to prevent losses in light of the unsuccessful promotion. The
LTO is the only contract named in the Second Amended Complaint in support
of Plaintiff’s bad faith claim.
Defendant alleges that the LTO Agreement cannot support a finding of
bad faith because it is not between the named parties. The agreement, which
Plaintiff attached to its Second Amended Complaint, is between Bonefish Grill,
LLC and MMI. Bonefish Grill, LLC is a subsidiary of BBI. The Supreme Court
See Allstate Ins. Co. v. Riverside Roofing and Const., Inc., No. 06-5201, 2007 WL 3003016,
at *1, n.1 (E.D. La. Oct. 12, 2007) (deciding motion on merits when both parties were
untimely and no prejudice was shown).
9
4
has held that “it is the general principle of corporate law that a parent
corporation . . . is not liable for the acts of its subsidiaries.” 10
The only
exception to this principle is instances when the “corporate veil” may be
“pierced.” 11 This Court has held that the “corporate veil” can be pierced only
in one of the following four circumstances:
First, a court will pierce the corporate veil if a third
party is a victim of fraud, breach of professional duty,
negligence, or another wrongful act by the individual
member of the LLC. Second, a court will pierce the
corporate veil if the members of the LLC use the
corporate form to defeat public convenience, justify
wrong, protect fraud, or defend crime. Third, a court
will pierce the corporate veil if adherence to the
corporate form would clearly result in inequity.
Fourth, a court will pierce the corporate veil if it finds
evidence of misuse of corporate privilege. 12
Plaintiff has not shown that any of these unique circumstances exist in this
case. Indeed, Plaintiff’s only response is to provide evidence that BBI operates
through “company-owned restaurants” like Bonefish Grill, which Defendant
does not dispute. Accordingly, even if the LTO Agreement was breached in bad
faith, BBI is not responsible for the acts of Bonefish Grill, LLC. The LTO
Agreement therefore cannot provide the factual basis for a bad faith claim.
Defendant alleges that the remaining allegations of bad faith in
Plaintiff’s Second Amended Complaint are conclusory and do not meet the
minimum pleading requirements. This Court agrees. As this Court stated
previously, “an obligor is in bad faith if he intentionally and maliciously fails
to perform his obligation.” 13 Indeed, the term “bad faith” is usually interpreted
U.S. v. Bestfoods, 524 U.S. 51, 52 (1998).
Martin v. Spring Break 83 Production, LLC, 797 F.Supp.2d 719, 724 (E.D. La. 2011).
12 Id. at 724–25 (internal quotations and citations omitted).
13 La. Civ. Code art. 1997, cmt. b.
10
11
5
by Louisiana courts to imply actual or constructive fraud. 14 Plaintiff’s Second
Amended Complaint merely reiterates claims of detrimental reliance with
regards to the enlargement of its manufacturing facility but does not allege
any facts surrounding contracts other than the LTO Agreement that suggest
Defendant “intentionally and maliciously” failed to perform an obligation.
Refusal to go through with an agreement is not sufficient grounds for a finding
of bad faith. 15
Plaintiff’s claims do not assign any “dishonest or morally
questionable motives” to Defendant’s acts except the conclusory allegations of
self-interest and ill-will. 16 Such conclusory allegations are insufficient to avoid
dismissal for failure to state a claim. 17
CONCLUSION
For the foregoing reasons, Defendant’s Motion to Dismiss Count IV of
Plaintiff’s Second Amended Complaint is GRANTED, and Plaintiff’s bad faith
claims are DISMISSED WITH PREJUDICE.
New Orleans, this 25th day of August, 2016.
____________________________________
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE
Bd. of Sup'rs of Louisiana State Univ. v. Louisiana Agr. Fin. Auth., 984 So. 2d 72, 80 (La.
App. 1 Cir. 2008); Holt v. Bethany Land Co., 843 So. 2d 606, 612 (La. App. 2 Cir. 2003).
15 Bodin v. Butler, No. 07-3505, 2008 WL 2951345, at *4 (E.D. La. Jul. 28, 2008).
16 Bond v. Broadway, 607 So. 2d 865, 867 (La. Ct. App. 1992).
17 Elliott v. Foufas, 867 F.2d 877, 881 (5th Cir. 1989).
14
6
Disclaimer: Justia Dockets & Filings provides public litigation records from the federal appellate and district courts. These filings and docket sheets should not be considered findings of fact or liability, nor do they necessarily reflect the view of Justia.
Why Is My Information Online?