Wolet Capital Corporation v. Walmart Inc. et al

Filing 66

MEMORANDUM AND ORDER: Defendants move to dismiss the Third Amended Complaint. Dkt. No. 60. (As further set forth in this Order.) The Clerk of Court is respectfully directed to terminate any pending motions and close the case. (Signed by Judge Lewis J. Liman on 6/10/2021) (cf)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
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:
WOLET CAPITAL CORP.,
:
:
Plaintiff,
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:
-v:
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WALMART INC. and FLIPKART PRIVATE LTD.,
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Defendants.
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:
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6/10/2021

18-cv-12380 (LJL)
MEMORANDUM AND
ORDER

LEWIS J. LIMAN, United States District Judge:
Defendants move to dismiss the Third Amended Complaint. Dkt. No. 60. Familiarity
with the Court’s prior Opinion and Order dismissing the Second Amended Complaint is
assumed. See Dkt. No. 54. In the opinion, the Court explained its reasoning for dismissing
Plaintiff’s claims for breach of contract, quantum meruit, unjust enrichment, and promissory
estoppel but granted Plaintiff leave to replead. It did so because, although the four corners of the
Second Amended Complaint did not allege a writing that would establish a claim for breach of
contract or quasi-contract in the face of the statute of frauds, Plaintiff suggested in its pleadings
and at argument that it might have such a writing to support a new pleading that did not fail to
state a claim.
The Third Amended Complaint adds a single paragraph that does not contain any
allegations of fact. See Dkt. No. 57 ¶ 2. It also attaches eight email chains. The Fourth
Amended Complaint, like the Third Amended Complaint, contains no allegation of a writing
pursuant to which Defendants agreed to engage WCC in a project of a defined scope or duration
or that would establish, expressly or implicitly, that WCC would be paid for its services. The
new emails and the facts alleged do not support the proposition that the services WCC performed

were services that would be performed by someone in the industry only if paid. No email
discusses compensation, much less contains anything like an assurance from Flipkart that WCC
would be compensated.
Plaintiff, in its opposition brief, at Dkt. No. 64, misunderstands the Court’s earlier
opinion. The Court did not dismiss the Second Amended Complaint because it did not attach the
emails. It dismissed that complaint because its factual allegations did not state a claim for relief
on any of the theories asserted by Plaintiff. The Court nonetheless granted Plaintiff an
opportunity to amend because it asserted that it had writings that it had not alleged earlier but
which might be able to support a claim. Plaintiff has now had that opportunity and its allegations
still fail to state a claim for relief. It has had numerous opportunities to amend, and any further
amendment would be futile. See McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 200 (2d
Cir. 2007) (“[I]t is within the sound discretion of the district court to grant or deny leave to
amend. A district court has discretion to deny leave for good reason, including futility, bad faith,
undue delay, or undue prejudice to the opposing party.”) (internal citations omitted); Cuoco v.
Moritsugu, 222 F.3d 99, 112 (2d Cir. 2000) (repleading would be futile when the “problem with
[the pleader’s] causes of action is substantive”). The Fourth Amended Complaint is dismissed
with prejudice substantially for the reasons laid out in the Court’s earlier opinion which apply
equally to the Third Amended Complaint.
The Clerk of Court is respectfully directed to terminate any pending motions and close
the case.
SO ORDERED.

Dated: June 10, 2021
New York, New York

__________________________________
LEWIS J. LIMAN
United States District Judge

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