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. Plaintiffs 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 Plaintiffs 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 BellAtl. Corp. v. Twombfy,
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) Plaintiffs 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, Plaintiffs 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 Plaintiffs 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 applies.
argues that Plaintiffs 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. 2007). "The burden is upon ...