United States District Court, D. Arizona
G. CAMPBELL, UNITED STATES DISTRICT JUDGE
Sun City Pet Market, LLC filed a complaint against Defendant
Honest Kitchen, Inc. seeking monetary relief for an alleged
breach of contract and the implied covenant of good faith and
fair dealing. Doc. 1-2. Defendant has filed a motion to
dismiss pursuant to Rule 12(b)(6) of the Federal Rules of
Civil Procedure. Doc. 21. The motion is fully briefed (Docs.
21, 24, 28), and the Court concludes that oral argument is
not necessary. For the reasons that follow, the Court will
grant Defendant's motion to dismiss with leave to amend.
is an Arizona company with its principal place of business in
Arizona. Doc. 1-2, ¶ 1. Defendant is a Delaware
corporation registered to do business in Arizona.
Id., ¶¶ 2-3. Plaintiff's complaint was
originally filed in Arizona state court (Doc. 1-2), but was
removed to this Court by Defendant on January 13, 2017 (Doc.
to Plaintiff's complaint, Defendant is a family-owned
business that makes healthy pet food and was a vendor at the
Animal Supply Company West Area Buying Show (“Buying
Show”) held in Los Angeles, CA from May 22 to May 23,
2016. Doc. 1-2, ¶¶ 10-11. Plaintiff is a family-owned
company that primarily sells dog and cat food. Id.,
¶ 9. One of its agents attended the Buying Show and
visited Defendant's booth. Id., ¶¶ 12,
15. Plaintiff placed an order for $90, 653.09 worth of goods
(the “Order”). Id., ¶ 16. Plaintiff
placed a second order for $62.69 which was filled by Animal
Supply Company (“ASC”) on behalf of Defendant.
Id., ¶ 17. The parties engaged in
correspondence after the Order, but Defendant did not ship
the goods listed in the Order. Id., ¶¶
successful motion to dismiss under Rule 12(b)(6) must show
either that the complaint lacks a cognizable legal theory or
fails to allege facts sufficient to support its theory.
Balistreri v. Pacifica Police Dep't, 901 F.2d
696, 699 (9th Cir. 1990). A complaint that sets forth a
cognizable legal theory will survive a motion to dismiss as
long as it contains “sufficient factual matter,
accepted as true, to ‘state a claim to relief that is
plausible on its face.'” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl.
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. (citing Twombly, 550
U.S. at 556). “The plausibility standard is not akin to
a ‘probability requirement, ' but it asks for more
than a sheer possibility that a defendant has acted
unlawfully.” Id. (citing Twombly, 550
U.S. at 556).
contends that the “Order was submitted in acceptance
[of] the terms offered by [Defendant] and within the time
constraints required by [Defendant]” and that a
“valid and enforceable contract was formed between [the
parties].” Doc. 1-2, ¶¶ 18-19. Defendant
contends that (1) Plaintiff has failed to plead facts
sufficient to establish the essential elements of contract
formation; (2) Plaintiff's claim is barred by the statute
of frauds; and (3) even if not barred, any contract would be
between Plaintiff and ACS rather than Defendant. Doc. 21 at
4-6. Additionally, Defendant argues that Plaintiff has not
asserted facts that could support a claim for breach of the
implied covenant of good faith and fair dealing. Id.
Choice of Law.
bases its claims on Arizona law. Doc. 1-2. Defendant argues
that California has a more significant relationship than
Arizona to the alleged transaction and the parties, and that
California law should apply to this dispute. Doc. 21 at
3.Regardless, Defendant argues,
Plaintiff's claims would fail under both California and
Arizona law. Id. at 1. Plaintiff contends that
Arizona law applies as the goods at issue were to be
delivered in Arizona. Doc. 24 at 5-6. Like Defendant,
Plaintiff appears to argue that the result would be the same
under the law of either state because both “Arizona and
California have adopted the Uniform Commercial Code
(“UCC”), enacting nearly identical statutes
governing commercial transaction” and resulting in no
“conflict of law” in this case. Id. at
7. Because the Court concludes that Plaintiff's claims
fail under Arizona law and the parties appear to agree that
there are no material differences between the relevant laws
of the two states, the Court need not decide which law
argues that Plaintiff's complaint “fails to plead
factual content sufficient to find that an agreement was
reached between the parties[.]” Doc. 21 at 4.
Specifically, Plaintiff does not provide facts supporting
“the essential elements of contract formation - namely,
offer, acceptance, or consideration.” Id.
prevail on a breach of contract claim, Plaintiff “must
prove the existence of a contract, a breach of that contract,
and resulting damages.” Aubuchon v. Maricopa
Cty., No. CV-14-01706-PHX-SPL, 2016 WL 7130942, at *4
(D. Ariz. Feb. 29, 2016) (citing Graham v. Asbury,
540 P.2d 656, 657 (Ariz. 1975)); Thomas v. Montelucia
Villas, LLC, 302 P.3d 617, 621 (Ariz. 2013). If no valid
contract exists, there can be no breach. “It is
elementary that for an enforceable contract to exist there
must be an offer, an acceptance, consideration, and
sufficient specification of terms so that the obligations
involved can be ascertained.” Savoca Masonry Co. v.
Homes & Son Const. Co., 542 P.2d 817, 819 (Ariz.
1975); Regal Homes, Inc. v. CNA Ins., 171 P.3d 610,
617 (Ariz.Ct.App. ...