Dakota Style Foods, Inc. v. SunOpta Grains and Foods, Inc.
Filing
19
OPINION AND ORDER granting in part and denying in part 11 Motion to Dismiss for Failure to State a Claim. Signed by U.S. District Judge Charles B. Kornmann on 12/13/16. (SKK)
UNITED STATES DISTRICT COURT
DISTRICT OF SOUTH DAKOTA
NORTHERN DIVISION
FILED
DEC 13 2016
1: 16-CV-01036-CBK
DAKOTA STYLE FOODS, INC.,
Plaintiff,
vs.
OPINION AND ORDER
SUNOPTA GRAINS AND FOODS, INC.,
Defendant.
Dakota Style Foods, Inc. ("Dakota Style") initially filed a complaint against SunOpta
Grains and Foods, Inc. ("SunOpta") with the Third Judicial Circuit, County of Clark, South
Dakota, alleging strict products liability, negligence, breach of the implied warranty of
merchantability, breach of the implied warranty of fitness for a particular purpose, breach of
express warranties, and breach of contract. For relief, Dakota Style is requesting a declaratory
judgment, permanent injunction, and monetary damages. On August 12, 2016, SunOpta
removed the case to the federal district court under 28 U.S.C. §§ 1332(a)(l) and 1441(a).
SunOpta has filed a motion (Doc. 11) for an order dismissing, with prejudice, Dakota Style's
strict products liability, negligence, breach of the implied warranty for a particular purpose,
breach of express warranty, and breach of contract claims. Furthermore, SunOpta moves the
Court to deny Dakota Style's request for declaratory judgment and permanent injunction.
FACTS
This case arises from a recall of sunflower products that were allegedly exposed to
Listeria monocytogenes ("Listeria"). Listeria is an organism that can cause serious and
sometimes fatal infections in young children, elderly adults, and individuals with weakened
immune systems. Pregnant women exposed to Listeria also have an increased risk of having a
miscarriage or stillbirth. Healthy individuals may suffer short-term symptoms such as high
fever, severe headache, stiffness, nausea, diarrhea, and abdominal pain.
The plaintiff, Dakota Style, is a South Dakota corporation in the business of packaging
and distributing snack foods. The defendant, SunOpta, is a Minnesota corporation in the
business of processing and supplying organic and non-GMO food products.
On March 26, 2014, Dakota Style entered into a contract with SunOpta for the purchase
of Dakota Style's sunflower kernel requirements, up to 2,500,000 pounds, for delivery by
SunOpta to Dakota Style between November 1, 2014, and October 31, 2015. On April 23, 2015,
Dakota Style and SunOpta agreed to a second "requirements contract" for up to 2,500,000
pounds of sunflower kernels to be delivered by SunOpta to Dakota Style between November 1,
2015, and October 31, 2016. That same day, Dakota Style and SunOpta entered into a separate
contract for the purchase of Dakota Style's sunflower in-shell requirements for up to 2,000,000
pounds to be delivered by SunOpta to Dakota Style between November 1, 2015, and October 31,
2016.
On May 2, 2016, SunOpta notified Dakota Style that it was voluntarily recalling some of
its sunflower products due to the potential presence of Listeria. SunOpta advised that the
affected products were processed at its facility between February 1, 2016, and February 19,
2016. SunOpta informed Dakota Style that it delivered approximately 88,000 pounds of
sunflower kernels that were subject to the recall between February 8, 2016, and March 14, 2016.
On May 18, 2016, SunOpta reported to Dakota Style that it was expanding its recall of roasted
sunflower kernels that were processed between February 20, 2016, and April 20, 2016. Finally,
on May 31, 2016, SunOpta notified Dakota Style that it would be further expanding its recall to
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all sunflower products that were processed between May 31, 2015, and January 31, 2016, at
SunOpta's facility in Crookston, Minnesota. For each recall, SunOpta instructed Dakota Style to
"immediately examine your inventory and quarantine any product subject to this recall." Compl.
~
14. SunOpta further advised that Dakota Style could "either destroy the affected product or
return the recalled product." Id.
ANALYSIS
1. Standard of Review
"In deciding a motion to dismiss under Rule l 2(b)( 6), a court assumes all facts in the
complaint to be true and construes all reasonable inferences most favorably to the complainant."
U.S. ex rel. Raynor v. Nat'l Rural Utilities Co-op. Fin., Corp., 690 F.3d 951, 955 (8th Cir. 2012).
"To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as
true, to 'state a claim to relief that is plausible on its face.' " Mountain Home Flight Serv., Inc.
v. Baxter Cty., Ark., 758 F.3d 1038, 1042 (8th Cir. 2014) (quoting Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 570 (2007)). "A claim has facial plausibility when the plaintiff pleads
factual content that allows the court to draw the reasonable inference that the defendant is liable
for the misconduct alleged." Id. (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 556
(2007) ). "Threadbare recitals of the elements of a cause of action, supported by mere conclusory
statements, do not suffice." U.S. ex rel. Raynor v. Nat'l Rural Utilities Co-op. Fin., Corp., 690
F.3d 951, 955 (8th Cir. 2012). "[A]lthough a complaint need not contain 'detailed factual
allegations,' it must contain facts with enough specificity 'to raise a right to relief above the
speculative level.' " Id.
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2. South Dakota Law Governs Substantive Issues
Subject matter jurisdiction is established by diversity of citizenship in this case. "It is, of
course, well-settled that in a suit based on diversity of citizenship jurisdiction the federal courts
apply federal law as to matters of procedure but the substantive law of the relevant state." Jacobs
ex rel. Estate of Jacobs v. Evangelical Lutheran Good Samaritan Soc., 849 F. Supp. 2d 893, 89697 (D.S.D. 2012) (citing Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78 (1938)). "In a choice-oflaw analysis for a diversity action brought in federal district court, the choice-of-law rules are
substantive for Erie purposes, and the choice-of-law rules of the forum state are applied to
determine the litigating parties' rights." Id. The forum state is "the state in which a lawsuit is
filed." FORUM STATE, Black's Law Dictionary (10th ed. 2014). Dakota Style initially filed
its claim with the Third Judicial Circuit of South Dakota. SDCL § 53-1-4 states: "A contract is
to be interpreted according to the law and usage of the place where it is to be performed, or, if it
does not indicate a place of performance, according to the law and usage of the place where it is
made." The complaint asserts "SunOpta contracted with Dakota Style for the sale of in-shell
sunflower seeds and sunflower kernels, and prepared said products for delivery to Dakota Style's
packaging facility in Clark County, South Dakota." Compl. ~ 4. The place of performance for
each sales contract was at Dakota Style's packaging facility in South Dakota. Therefore, South
Dakota law governs the substantive issues in this case.
3. UCC Governs the Sales Contracts between Dakota Style and SunOpta
The first question before the Court is whether the transactions between Dakota Style and
SunOpta fall within the scope of the Uniform Commercial Code ("UCC"). "In order for the
UCC to govern the transaction, the sale must be for the sale of goods." City of Lennox v. Mitek
Indus., Inc., 519N.W.2d 330, 332 (S.D. 1994). SDCL § 57A-2-106(1) states:
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In this chapter unless the context otherwise requires "contract" and
"agreement" are limited to those relating to the present or future
sale of goods. "Contract for sale" includes both a present sale of
goods and a contract to sell goods at a future time. A "sale"
consists in the passing of title from the seller to the buyer for a
price(§ 57A-2-401). A "present sale" means a sale which is
accomplished by the making of the contract.
The definition of"goods" includes "growing crops." SDCL § 57A-2-105. Dakota Style and
SunOpta entered into several "contracts for sale" for the purpose of selling a bulk amount of
sunflower products at a future date. Therefore, the transactions in question are governed by the
UCC.
4. Strict Products Liability and Negligence
The issue is whether Dakota Style's strict products liability and negligence claims should
be dismissed because they are barred by South Dakota's economic loss doctrine. "The general
rule is that economic losses are not recoverable under tort theories; rather, they are limited to the
commercial theories found in the UCC." City of Lennox v. Mitek Indus., Inc., 519 N.W.2d 330,
333 (S.D. 1994) (citing Agristor Leasing v. Spindler, 656 F.Supp. 653 (D.S.D. 1987)). The
rationale behind the economic loss doctrine is explained in Hapka v. Panquin Farms, 458
N.W.2d 683, 688 (Minn. 1990), where the court stated:
[T]he Code not merely permits but also encourages negotiated
agreements concerning all aspects of a commercial transaction
including warranties, warranty disclaimers, and liability
limitations. The foundational assumption of the Code as a whole is
that by importing to their negotiations their experience in the
marketplace, the reasonable contemplation of sophisticated parties
is embodied in the transaction. It is at the time of the contract
formation that experienced parties define the product, identify the
risks, and negotiate a price of the goods that reflects the relative
benefits and risks to each.
South Dakota is "in agreement with the rationale behind the rule denying economic damages
under tort theories and expressly recognizes it." City of Lennox, 519 N.W.2d at 333.
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Dakota Style argues there are three exceptions to the economic loss doctrine. The Court
rejects this argument. South Dakota recognizes only two exceptions to the general rule: (1) when
there is damage to "other property;" and (2) when there is personal injury. Id. The distinction
between economic loss and loss to "other property" was clarified by the court in Agristor when it
stated:
Economic loss, on the other hand, is more specific. It is defined as
that loss resulting from the failure of the product to perform to the
level expected by the buyer and the consequential losses resulting
from the buyer's inability to make use of the effective product,
such as lost profits.
Agristor Leasing v. Spindler, 656 F.Supp. 653, 657 (D.S.D. 1987). "Examples of 'other
property' include: (1) defective heater that exploded and destroyed a major portion of a refiner;
and (2) defective brakes that hypothetically caused a truck to run into a home." City of Lennox,
519 N.W.2d at 333.
In the complaint, Dakota Style contends it "has suffered monetary damages as a direct,
proximate and legal result and consequence of the Defendant's acts and omissions, negligence,
breach of contract, and strict liability for its defective Products, in such amounts as may be
shown by the evidence." Compl.
~
51. Dakota Style, in its brief in opposition, attempts to
amend its complaint by offering new facts that it incurred additional "other property" damages
and personal injury damages. While the plaintiff is correct that it may clarify its factual
allegation to conform with the requirements of a valid legal cause of action, it "may not amend
its Complaint through an argument raised in the brief in opposition to a motion to dismiss."
Midland Farms, LLC v. U.S. Dept. of Agric., 35 F.Supp.3d 1056, 1066 (D.S.D. 2014). The
complaint fails to mention damages to "other property" or personal injury damages, leaving only
economic damages to be granted as a form of relief. "The prohibition against tort actions to
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recover solely economic damages for those in contractual privity is designed to prevent parties to
a contract from circumventing the allocation of losses set forth in the contract by bringing an
action for economic loss in tort." Id. "The economic loss doctrine, therefore, sets forth that
regardless of whether a tort duty may exist between contracting parties, the actual duty one party
owes to another for purely economic loss should be based exclusively on the contract to which
they agreed and assigned their various risks." Id. Because South Dakota has adopted the
economic loss doctrine, Dakota Style has failed to "state a claim to relief that is plausible on its
face." Mountain Home Flight Serv., Inc. v. Baxter Cty., Ark., 758 F.3d 1038, 1042 (8th Cir.
2014) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Therefore,
SunOpta's motion to dismiss Dakota Style's claims of strict liability and negligence should be
granted.
5. Breach of the Implied Warranty of Fitness for a Particular Purpose
The issue is whether Dakota Style failed to plead a sufficient factual basis to support its
breach of the implied warranty of fitness for a particular purpose claim. A breach of the implied
warranty of fitness for a particular purpose claim has three elements:
( 1) Seller must have reason to know the buyer's particular
purpose;
(2) Seller must have reason to know that the buyer is relying on the
seller's skill or judgment to furnish appropriate goods; and
(3) Buyer must, in fact, rely upon the seller's skill or judgment.
Diamond Surface, Inc. v. State Cement Plant Com'n, 583 N.W.2d 155, 162 (S.D. 1998) (citing
SDCL § 57 A-2-315). "Whether or not this warranty arises in any individual case is basically a
question of fact to be determined by the circumstances of the contracting." SDCL § 57A-2-315
cmt. 1. "Under this section the buyer need not bring home to the seller actual knowledge of the
particular purpose for which the goods are intended or of his reliance on the seller's skill and
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judgment, if the circumstances are such that the seller has reason to realize the purpose intended
or that the reliance exists." Id. "The buyer, of course, must actually be relying on the seller." Id.
"When an implied warranty of fitness for purpose is created, the seller must deliver a product
that is fit for the purpose for which it is intended." Nationwide Mut. Ins. Co. v. Barton Solvents
Inc., 855 N.W.2d 145, 154 (S.D. 2014).
SunOpta argues that Dakota Style failed to identify the particular purpose of the
sunflower products, as well as plead whether SunOpta was aware of such purpose. Dakota Style
alleges in the complaint that SunOpta failed to deliver sunflower products that were "fit for
human consumption." Compl.
~
29. The Court finds the plaintiff more than adequately
explained the particular purpose of the sunflower products. Furthermore, Dakota Style asserts it
"is a packager and distributor of the Product, facts which are well known to the Defendant."
Compl. ~ 28. When considering the nature of the business relationship between the two parties,
it is reasonable to infer SunOpta was fully aware of how Dakota Style specifically used its
sunflower products when viewing the facts in the most favorable light to the plaintiff. While
SunOpta points out a "particular purpose" differs from the ordinary purpose for which the goods
are used, Dakota Style explicitly alleges that SunOpta was particularly aware of how Dakota
Style utilized the sunflower products. Dakota Style has identified a particular purpose for the
sunflower products, and has pleaded a sufficient factual basis to make a reasonable inference that
SunOpta had reason to know Dakota Style's particular purpose for the sunflower products.
Therefore, Dakota Style's complaint contains sufficient factual matter, accepted as true, to "state
a claim to relief that is plausible on its face." Mountain Home Flight Serv., Inc. v. Baxter Cty.,
Ark., 758 F.3d 1038, 1042 (8th Cir. 2014) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 570 (2007)). SunOpta's motion to dismiss Dakota Style's implied warranty of fitness for a
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particular purpose claim should be denied. It would seem to be elementary that food products
should not be supplied which will poison consumers.
6. Breach of Express Warranty
The next issue is whether Dakota Style's express warranty claim should be dismissed
because it failed to plead the content or source of the alleged product specifications that SunOpta
allegedly breached. SunOpta argues: (1) Dakota Style's express warranty claim fails because the
contracts for sunflower products do not contain product specifications, as alleged in the
complaint; and (2) Dakota Style failed to identify or describe what specifications were actually
breached, if any. Dakota Style argues that Rule 12(b)(6) provides procedural protections to the
plaintiff which "alert him to the legal theory underlying the defendant's challenge, and enable
him meaningfully to respond by opposing the motion to dismiss on legal grounds or by clarifying
his factual allegations so as to conform with the requirements of a valid legal cause of action."
Neitzke v. Williams, 490 U.S. 319, 329-30 (1989).
Dakota Style has provided a sufficient factual basis to support a claim of breach of
express warranty. SDCL § 57A-2-213 provides:
(I) Express warranties by the seller are created as follows:
(a) Any affirmation of fact or promise made by the seller to the
buyer which relates to the goods and becomes part of the
basis of the bargain creates an express warranty that the
goods shall conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis
of the bargain creates an express warranty that the goods
shall conform to the description.
(c) Any sample or model which is made part of the basis of the
bargain creates an express warranty that the whole of the
goods shall conform to the sample or model.
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(2) It is not necessary to the creation of an express warranty that
the seller use formal words such as "warrant" or "guarantee" or
that he have a specific intention to make a warranty, but an
affirmation merely of the value of the goods or a statement
purporting to be merely the seller's opinion or commendation
of the goods does not create a warranty.
The complaint alleges, "[t]he Product containing listeria [sic], or risk oflisteria [sic], fails to
meet the written product specifications, which constitutes a breach of the Defendant's express
warranties to Plaintiff." Compl.
~
38. In Dakota Style's brief in opposition, it filed the affidavit
of Kevin Dandurand, attached with the product specifications that were incorporated into each of
the sales contracts. Each sales contract between Dakota Style and SunOpta explicitly states: "As
per attached product specifications." "Purchase agreements may incorporate by reference
another document containing technical specifications for the product, and this will likely create
an express warranty by description." James River Equip. Co. v. Beadle Cty. Equip., Inc., 646
N.W.2d 265, 269 (S.D. 2002) (citing 67 AmJur2d Sales§ 739 (1985)). The product
specifications requires that the sunflower kernels "be manufactured in accordance with Good
Manufacturing Practice 21 CFR, Part #110," and "conform in every respect with the provisions
of the Federal Food, Drug, and Cosmetic Act, as amended, and to all applicable State and Local
regulations." Doc. 17-1. Because the complaint attached a sales contract, marked as Exhibit A,
with several product specifications incorporated by reference, Dakota Style is able to clarify to
SunOpta exactly which express warranties were allegedly breached. Therefore, Dakota Style has
provided a sufficient factual basis to support its claim of breach of express warranty. SunOpta's
motion to dismiss Dakota Style's breach of express warranty claim should be denied.
7. Breach of Contract
The next issue is whether Dakota Style's breach of contract claim should be dismissed
because SunOpta has fulfilled its obligations under SDCL § 57A-2-301, and because Dakota
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Style failed to identify which contract term, if any, was breached by SunOpta. "The elements of
a breach of contract claim are: (1) an enforceable promise; (2) a breach of the promise; and (3)
resulting damages." Bowes Constr., Inc. v. S. Dakota Dep't of Transp., 793 N.W.2d 36, 43 (S.D.
2010). Dakota Style alleges in its complaint that SunOpta' s "obligation generally is to transfer
and deliver the Product in accordance with the contract." Compl.
~
41. Accordingly, Dakota
Style alleges SunOpta breached its promise of delivering sunflower products in accordance with
the contract by delivering product that was "tainted with listeria [sic]." Compl.
~
42. The sales
contract requires each product be delivered "[a]s per attached product specifications." Ex. A. As
stated above, the product specifications required, among other things, to deliver a product in
accordance with the Food, Drug, and Cosmetic Act. When viewing the facts in the most
favorable light to the plaintiff, Dakota Style has provided a sufficient factual basis to "state a
claim to relief that is plausible on its face." Mountain Home Flight Serv., Inc. v. Baxter Cty.,
Ark., 758 F.3d 1038, 1042 (8th Cir. 2014) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S.
544, 570 (2007)). Therefore, SunOpta's motion to dismiss Dakota Style's breach of contract
claim should be denied.
8. Declaratory Judgment
The next issue is whether Dakota Style's request for declaratory relief should be
dismissed as a matter oflaw. "The operation of the Declaratory Judgment Act is procedural
only." Skelly Oil Co. v. Phillips Petroleum Co., 339 U.S. 667, 671 (1950) (quoting Aetna Life
Ins. Co. of Hartford, Conn. v. Haworth, 300 U.S. 227, 240 (1937)). The Declaratory Judgment
Act provides: "In a case of actual controversy within its jurisdiction, ... any court of the United
States, upon the filing of an appropriate pleading, may declare the rights and other legal relations
of any interested party seeking such declaration." U.S. Water Servs., Inc. v. ChemTreat, Inc.,
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794 F.3d 966, 971 (8th Cir. 2015) (citing U.S.C. § 2201(a)). "The phrase 'case in controversy'
in § 2001 'refers to the type of Cases and Controversies that are justiciable under Article III.' "
Id. (quoting Medimmune, Inc. v. Genentech, Inc., 549 U.S. 118, 127 (2007)). Because the
Declaratory Judgment Act is procedural only, it does not provide a substantive cause of action,
but instead relies on the requirement and restrictions of the underlying substantive cause of
action. See Quest Aviation, Inc. v. NationAir Ins. Agencies, Inc., No. 1:14-CV-01025-RAL,
2005 WL 1622031, at *3. Dakota Style is seeking a declaration "that no money is owed to the
Defendant as a result of Defendant's conduct described above, and that Plaintiff is entitled to
money damages." Compl. ~ 47. SunOpta argues that Dakota Style failed to identify the
underlying cause of action it was relying upon for its request for declaratory judgment and all
damages, if any, have already accrued.
Dakota Style has failed to identify the underlying cause of action it was relying upon for
its request for declaratory judgment. Fed. R. Civ. P. (8)(a)(2) explains the purpose of filing a
complaint is to "give the defendant fair notice of what the ... claim is and the grounds upon
which it rests." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). Dakota Style did not
give adequate notice to SunOpta in this regard. Dakota Style should have expressly stated which
underlying causes of action it is relying upon for its request for a declaratory judgment.
Therefore, Dakota Style has failed to "state a claim for relief that is plausible on its face."
Mountain Home Flight Serv., Inc. v. Baxter Cty., Ark., 758 F.3d 1038, 1042 (8th Cir. 2014)
(quoting Bell Atlantic Corp. v. Twombly, 550 U.S., at 570 (2007)). Because such relief cannot
be granted without an identified underlying cause of action, SunOpta's motion to dismiss should
be granted.
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9. Permanent Injunction
Lastly, the issue is whether SunOpta is entitled to a motion to dismiss on Dakota Style's
request for a permanent injunction. "According to well-established principles of equity, a
plaintiff seeking a permanent injunction must satisfy a four-factor test before a court may grant
such relief." eBay Inc. v. MercExchange, L.L.C., 547 U.S. 388, 391 (2006). "A plaintiff must
demonstrate:
( 1) That it has suffered an irreparable injury;
(2) That remedies available at law, such as monetary damages, are
inadequate to compensate for that injury;
(3) That, considering the balance of hardships between the plaintiff
and defendant, a remedy in equity is warranted; and
(4) That the public interest would not be disserved by a permanent
injunction.
Id. (citing Amoco Production Co. v. Gambell, 480 U.S. 531, 542 (1987)). SunOpta argues that
Dakota Style's request for a permanent injunction fails because Dakota Style does not identify
facts supporting its allegation of irreparable harm, nor is it ripe for consideration. "The ripeness
inquiry requires examination of both the 'fitness of the issues for judicial decision' and 'the
hardship to the parties withholding court consideration.' " Parrish v. Dayton, 761 F.3d 873, 875
(8th Cir. 2014) (quoting Abbott Labs. v. Gardner, 387 U.S. 136, 149 (1967)). "The touchstone
of a ripeness inquiry is whether the harm asserted has 'matured enough to warrant judicial
intervention.' " Id. (quoting Paraquad, Inc. v. St. Louis Hous. Auth., 259 F.3d 956, 958 (8th Cir.
2001)). "A claim is not ripe for adjudication if it rests upon 'contingent future events that may
not occur as anticipated, or indeed may not occur at all.'" Id. (quoting Thomas v. Union
Carbide Agric. Prods. Co., 473 U.S. 568, 580-81 (1985)). "The plaintiffs need not await the
consummation of threatened injury to obtain preventive relief." Id. (quoting Pennsylvania v.
West Virginia, 262 U.S. 553, 593 (1923)). "If the injury is certainly impending, that is enough."
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Id. Dakota Style has failed to plead any facts indicating that injury is "certainly impending."
Instead, the pleaded facts indicate the injury has already occurred. Therefore, the Court finds
Dakota Style's request for a permanent injunction failed to provide sufficient facts to indicate a
permanent injunction is ripe for consideration. There is nothing to enjoin. SunOpta's motion to
dismiss Dakota Style's request for a permanent injunction should be granted.
ORDER
Now, therefore,
IT IS ORDERED:
I. Defendant's motion, Doc. I I, requesting oral argument on its partial motion to dismiss,
pursuant to Local Rule 7. I (c), is denied.
2. Defendant's motion, Doc. I I, to dismiss plaintiffs claims of strict products liability,
negligence, declaratory judgment, and permanent injunction is granted without prejudice.
3. Defendant's motion, Doc. I I, to dismiss plaintiffs claims of breach of the implied
warranty for a particular purpose, breach of express warranty, and breach of contract is
denied.
DATED
this~~ of December, 20I6.
BY THE COURT:
~4A~~
CHARLESB.KORNMANN
United States District Judge
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