Aoki v. Benihana Inc.

• Decision Date: 15 March 2012
• Docket Number: Civ. No. 11–489–SLR.
• Citation: 839 F.Supp.2d 759
• Parties: Keiko Ono AOKI and Benihana of Tokyo, Inc., Plaintiffs, v. BENIHANA INC., Defendant.
• Court: U.S. District Court — District of Delaware

839 F.Supp.2d 759

Keiko Ono AOKI and Benihana of Tokyo, Inc., Plaintiffs,

v.BENIHANA INC., Defendant.

Civ. No. 11–489–SLR.

United States District Court,

D. Delaware.

March 15, 2012.

David M. Powlen, Esquire and Mark R. Owens, Esquire of Barnes & Thornburg LLP, Wilmington, Delaware. Counsel for Plaintiffs. Of Counsel: James R. Burdett, Esquire and Joseph D. Lewis, Esquire of Barnes & Thornburg LLP.

Robert W. Whetzel, Esquire and Laura D. Hatcher, Esquire of Richards, Layton & Finger, PA, Wilmington, Delaware. Counsel for Defendant. Of Counsel: Alan H. Fein, Esquire, Janet Moreira Gamble, Esquire and Geri E. Fischman, Esquire of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.

MEMORANDUM OPINION

SUE L. ROBINSON, District Judge.

I. INTRODUCTION

On June 2, 2011, Keiko Ono Aoki (“Aoki”) and Benihana of Tokyo, Inc. (“BOT,” collectively “plaintiffs”) filed a complaint (D.I. 1) against Benihana, Inc. (“BI” or “defendant”) for defamation and injurious falsehood. On June 24, 2011, defendant filed a motion to dismiss (“original motion”) (D.I. 6) pursuant to Federal Rule of Civil Procedure (“Rule”) 12(b)(6). On July 11, 2011, plaintiffs filed an amended complaint (“amended complaint”) (D.I. 9) as well as an answering brief (D.I. 10) to the original motion. In its reply brief to the original motion (D.I. 13), defendant noted plaintiffs' timely filing of the amended complaint pursuant to Rule 15(a)(1)(B), and properly assumed that the original motion was moot as a result. (D.I. 13 at 1–2)

Presently before the court are defendant's motions to dismiss the amended complaint (D.I. 16) and to strike plaintiffs' prayer for relief, allegations and exhibits (D.I. 18). This court has jurisdiction under 28 U.S.C. § 1332.

II. BACKGROUND

Rocky Aoki, the founder of the original Benihana restaurant and of plaintiff BOT, passed away on July 10, 2008. (D.I. 9 at ¶¶ 6, 11; D.I. 17 at 2–3) His wife, at the time, was plaintiff Aoki. ( Id.) By virtue of her powers as sole executor of Rocky Aoki's estate and sole trustee of the testamentary trust created in Rocky Aoki's will, plaintiff Aoki was elected Chief Executive Officer of BOT. (D.I. 9 at ¶¶ 9–11; D.I. 17 at 2–3) BOT is the owner of a substantial shareholder interest in the common voting stock of defendant. (D.I. 9 at ¶ 12; D.I. 17 at 2)

On December 3, 2010, BOT initiated a lawsuit against BI and Noodle Time, Inc. ¹ (“Delaware I litigation”) ² arguing, inter alia, that defendants in that matter were in breach of contract and were infringing BOT's trademark rights in certain disputed countries.

On May 17, 2011, BI, Noodle Time and Benihana National Corporation ³ (collectively “Florida plaintiffs”) initiated an action in the State of Florida (“Florida litigation” and “Florida complaint”), against Aoki, BOT and Takanori Yoshimoto (“Yoshimoto,” collectively “Florida defendants”). (D.I. 17, ex. 1) In the Florida litigation, BI claimed “breach of contract, civil conspiracy, injury to business reputation ... tortious interference, and unfair competition” allegedly arising out of the Florida defendants' “deceptive, unfair and unlawful conduct relating to their disparagement of [Florida plaintiffs] in an attempt to dilute the value of [BI], discourage prospective purchasers from purchasing stock in [BI], and to deceive the public into believing that the title to the BENIHANA® Trademarks is in question when it is not.” (D.I. 17, ex. 1 at ¶ 1)

The Florida complaint alleges that “[i]n or about July 2010[, BI] announced it was looking at strategic alternatives, including a possible sale, in order to maximize shareholder value[, and] began a competitive bidding process and solicited third parties with respect to a possible transaction.” ( Id. at ¶ 27) The Florida complaint further alleges that the Delaware I litigation “was aimed at causing prospective purchasers to question [BI's] relationship with BOT, the value of [BI's] assets, and the stability of the company.” ( Id. at ¶ 30)

Through its publicist, Kekst and Company, and in concert with PR Newswire Association LLC and Comtex News Network, Inc., BI issued a press release (“press release”) announcing the Florida litigation. (D.I. 9 at ¶ 22–23; D.I. 17 at 3–4, 8; D.I. 20 at 5) The dateline of the press release read “MIAMI, May 18, 2011/PRNewswire via COMTEX/—.” In relevant part, the press release stated:

Benihana Inc. (NASDAQ: BNHN; BNHNA) (“Benihana”), operator of the nation's largest chain of Japanese theme and sushi restaurants, today announced that it, together with its affiliates Benihana National Corp. and Noodle Time (collectively “the Plaintiffs”), has filed a complaint against Benihana of Tokyo, Inc. (“BOT”), Keiko Aoki, and Takanori Yoshimoto (collectively “the Defendants”) in the Circuit Court of the Eleventh Judicial Circuit in and for Miami–Dade County, Florida.

According to the Complaint, Aoki, motivated by a desire to perpetuate her position of control over BOT and influence over Benihana, directed BOT and Yoshimoto to engage in actions damaging to all Benihana stockholders, including BOT's other beneficiaries. The Complaint details the Defendants' breach of contract, civil conspiracy, injury to business reputation, violation of the Florida Deceptive and Unfair Trade Practices Act, tortious interference, and unfair competition arising out of the Defendants' deceptive, unfair and unlawful conduct relating to their disparagement of the Plaintiffs. Through these actions, the Defendants have deliberately attempted to dilute the value of Benihana and deceive the public into believing that the title to the BENIHANA® Trademarks is in question when it is not, according to the Complaint.

Benihana said that it has pursued this litigation in order to protect the interests of all its shareholders from the Defendants' alleged self-serving actions and agenda.

(D.I. 17, ex. 2)

III. STANDARDS OF REVIEW

In reviewing a motion filed under Rule 12(b)(6), the court must accept all factual allegations in a complaint as true and take them in the light most favorable to plaintiff. See Erickson v. Pardus, 551 U.S. 89, 94, 127 S.Ct. 2197, 167 L.Ed.2d 1081 (2007); Christopher v. Harbury, 536 U.S. 403, 406, 122 S.Ct. 2179, 153 L.Ed.2d 413 (2002). A court may consider the pleadings, public record, orders, exhibits attached to the complaint, and documents incorporated into the complaint by reference. Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007); Oshiver v. Levin, Fishbein, Sedran & Berman, 38 F.3d 1380, 1384–85 n. 2 (3d Cir.1994). A complaint must contain “a short and plain statement of the claim showing that the pleader is entitled to relief, in order to give the defendant fair notice of what the ... claim is and the grounds upon which it rests.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 545, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) (interpreting Fed.R.Civ.P. 8(a)) (internal quotations omitted). A complaint does not need detailed factual allegations; however, “a plaintiff's obligation to provide the ‘grounds' of his entitle [ment] to relief requires more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Id. at 545, 127 S.Ct. 1955 (alteration in original) (citation omitted). The “[f]actual allegations must be enough to raise a right to relief above the speculative level on the assumption that all of the complaint's allegations are true.” Id. Furthermore, “[w]hen there are well-ple[d] factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief.” Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 1950, 173 L.Ed.2d 868 (2009). Such a determination is a context-specific task requiring the court “to draw on its judicial experience and common sense.” Id.

Pursuant to Rule 12(f), “[t]he court may strike from a pleading any insufficientdefense or any redundant, immaterial, impertinent, or scandalous matter.” Fed.R.Civ.P. 12(f). “A decision to grant or deny a motion to strike a pleading is vested in the trial court's discretion.” Simmons v. Nationwide Mut. Fire Ins. Co., 788 F.Supp.2d 404, 407 (W.D.Pa.2011) ( citing Snare & Triest v. Friedman, 169 F. 1, 6 (3d Cir.1909); BJC Health System v. Columbia Cas. Co., 478 F.3d 908, 917 (8th Cir.2007)). “[C]ourts should not tamper with the pleadings unless there is a strong reason for so doing.” Lipsky v. Commonwealth United Corp., 551 F.2d 887, 893 (2d Cir.1976) (citations omitted). A court should not ordinarily strike a portion of a complaint based on evidentiary questions such as relevancy and admissibility “on the sterile field of the pleadings alone” because they “general[ly] require the context of an ongoing and unfolding trial to be properly decided.” Id.

As a general matter, motions to strike under Rule 12(f) are disfavored. Seidel v. Lee, 954 F.Supp. 810, 812 (D.Del.1996). “[E]ven where the challenged material is redundant, immaterial, impertinent, or scandalous, a motion to strike should not be granted unless the presence of the surplusage will prejudice the adverse party.” Symbol Techs., Inc. v. Aruba Networks, Inc., 609 F.Supp.2d 353, 359 (D.Del.2009) (internal quotations omitted). “ ‘Immaterial matter is that which has no essential or important relationship to the claim for relief or the defenses being pleaded.’ ” Delaware Health Care, Inc. v. MCD Holding Co., 893 F.Supp. 1279, 1291–1292 (D.Del.1995) ( quoting5A Charles A. Wright & Arthur R. Miller, Federal Practice and Procedure § 1382, at 706–07 (2d ed.1990)). “ ‘Impertinent matter consists of statements that do not pertain, and are not necessary, to the issues in question.’ ” Id. at 1292. “ ‘Scandalous matter’ has been defined as ‘that which improperly casts a derogatory light on someone, most typically on a party to the action.’ ” Carone v. Whalen, 121 F.R.D. 231, 233 (M.D.Pa.1988) ( citing5 Charles A. Wright & Arthur R. Miller, Federal Practice and...