Larry Trover Produce, Inc. v. Nutrien AG Sols.
| Decision Date | 28 February 2022 |
| Docket Number | 3:21-cv-1035-JPG |
| Parties | LARRY TROVER PRODUCE, INC., Plaintiff, v. NUTRIEN AG SOLUTIONS, INC., NUTRIEN, LTD., OMNILYTICS, INC., AND CERTIS USA, INC., Defendants. |
| Court | U.S. District Court — Southern District of Illinois |
This matter comes before the Court on two Motions to Dismiss. Defendant Certis U.S.A. L.L.C. (“Certis”)[1] filed a motion to dismiss because Plaintiff Larry Trover Produce, Inc. (“Plaintiff” or “Trover”) fails to state a claim against Certis and should be dismissed (Doc. 13) pursuant to 12(b)(6). Plaintiff responded at (Doc. 23). Defendant OmniLytics, Inc. (“OmniLytics”) also moves to dismiss because Plaintiff fails to state a claim against OmniLytics for a failure to state a claim pursuant to 12(b)(6). (Doc. 20). Plaintiff responded at (Doc. 24). The Court will address both of these motions.
Plaintiff is a Florida corporation, with its principal place of business in Vienna, Illinois. Trover is engaged in farming operations, primarily with the growing and production of tomatoes and other vegetables in Johnson County, Illinois. Comp ¶¶ 1-3.[2] Plaintiff decided to spray Agriphage products on its tomato crop to prevent bacterial spot and bacterial canker. Comp ¶ 12. Plaintiff states that that OmniLytics, Certis and Nutrien, LTD, and Nutrien Ag Solutions, Inc. were entities “manufactured, distributed and purchased the Agriphage products.” Comp ¶ 9. On June 18, 2020, Plaintiff ordered two products from Nutrien Ag (“Nutrien”) - Agriphage Tomato Spot, which is a product intended to prevent “tomato spot” infestation on plants, and Agriphage CMM, which is a product intended to prevent “bacterial canker” on tomato plants. Comp ¶ ¶ 15-16. “Bacterial canker” can render the plants diseased and unmarketable. While for the past seven years Plaintiff dealt with OmniLytics when purchasing products, in June 2020, Plaintiff was directed to deal with Nutrien Ag. Comp ¶ 11. During these seven years, Plaintiff had generally gotten favorable results warding off the bacterial canker. Comp ¶ 27. The invoice price for this June 18, 2020, order was for $1, 255. Comp ¶ 13.
Plaintiff received the first order of the 10 gallons of Agriphage products, and applied the product to the tomato plants, but the tomato plants began showing signs of infection. Comp ¶ 21. On July 2, 2020, Plaintiff placed an order to address the increase presence of the bacterial canker. Comp ¶ 22. The second order was for an additional 25 gallons of Agriphage CMM and $3, 137. This July shipment was delivered one week after Plaintiff placed the order. Comp ¶ 23. Plaintiff applied the second shipment to his tomato crops but the crops continued to show signs of bacterial canker. Comp ¶ 21. Plaintiff discovered that the two Agriphage CMM shipments were past the expiration date stated on the packaging. Comp ¶ ¶ 25-26. Plaintiff states that it was told by Defendants that the Ariphage was to be “fresh” and stored in a cool place and whenever Plaintiff received the product, it would store the product in a cool environment. Plaintiff states that the bacterial canker destroyed the majority of Plaintiff's tomato crops and caused $300, 000 in losses. Comp ¶ ¶ 31, 58.
Plaintiff filed a complaint, alleging the following counts:
Certis filed a Motion to Dismiss on the general basis that Certis is a “wholly different company and a stranger to the transactions at issue.” (Doc. 14, p. 5). OmniLytics filed a Motion to Dismiss separately, stating that “Plaintiff does not allege a contractual relationship between it and OmniLytics, nor does it allege any communications between it and OmniLytics prior to the purchase of the allegedly expired product.” (Doc. 21, p. 5).
A Rule 12(b)(6) motion challenges the “sufficiency of the complaint.” Berger v. Nat. Collegiate Athletic Assoc., 843 F.3d 285, 289 (7th Cir. 2016). A complaint must provide “a short and plain statement of the claim showing that the pleader is entitled to relief, ” Fed.R.Civ.P. 8(a)(2), sufficient to provide defendant with “fair notice” of the claim and the basis for it. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). This standard “demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009).
While “detailed factual allegations” are not required, “labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955. The complaint must “contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.'” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937 (quoting Twombly, 550 U.S. at 570, 127 S.Ct. 1955). “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.” Boucher v. Fin. Sys. of Green Bay, Inc., 880 F.3d 362, 366 (7th Cir. 2018) (quoting Iqbal, 556 U.S. at 678, 129 S.Ct. 1937). The plaintiff “must do more in the complaint than simply recite the elements of a claim.” Zellner v. Herrick, 639 F.3d 371, 378 (7th Cir. 2011). Complaints that offer “[t]hreadbare recitals of the elements of the cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678.
In applying this standard, the Court accepts all well-pleaded facts as true and draws all reasonable inferences in favor of the non-moving party. Tobey v. Chibucos, 890 F.3d 634, 646 (7th Cir. 2018).
First, Defendant Certis argues that Plaintiff has not plead or allege any claim against Certis (Doc. 14, p. 8). Specifically, Certis states that Plaintiff's Complaint rests entirely on the allegation it purchased two shipments of Agriphage CMM from Nutrien Ag, but that those shipments turned out to be ineffective. Thus, Plaintiff does not allege Certis has any involvement in the transaction. Id. Plaintiff responds by stating that Nutrien, Ltd. and Nutrien Ag Solutions, Inc., co-Defendants in this matter, filed an answer to the Complaint that admits Nutrien Ag Solutions Inc., purchased Agriphage products at issue from Certis. (Doc. 23, p. 3); (Doc. 18 at ¶ 9).
The Court agrees. While the Court must look at the complaint, a plaintiff has “much more flexibility in opposing a Rule 12(b)(6) motion.” Geinosky v. City of Chicago, 675 F.3d 743, 745 (7th Cir. 2012). If district courts are allowed to look at new allegations based on documents as long as the “new elaborations are consistent with the pleadings, ” the court may look at pleadings of other co-defendants to elaborate on Plaintiff's Complaint. Id. Nutrien's answer elaborates on the relationship between Certis and Nutrien. (Doc. 18 at ¶ 9). The Court will not dismiss all claims in this case without reviewing each and every cause of action based on a lack of involvement of Certis. The Court will review each cause of action to determine whether Plaintiff has met its burden.
Defendants Certis and OmniLytics argue that Plaintiff has not adequately alleged a breach of contract claim against them (Doc. 14, p. 10); (Doc. 21, p. 7). Plaintiff responds by stating that it has broadly referred collectively to all Defendants but that “[u]ntil discovery is complete, Plaintiff must rely on the limited publicly-available documentation regarding the extent of each Defendant's involvement.” (Doc. 23, p. 4); see also (Doc. 24, p. 3).
Under Illinois law, a breach of contract claim requires a plaintiff to establish the following elements: (1) a contract existed (2) the plaintiff performed the conditions precedent required by the contract, (3) the defendant breached the contract, and (4) damages. Smart Oil, LLC v. DW Mazel, LLC, 970 F.3d 856, 861 (7th Cir. 2020), reh'g denied (Sept. 4, 2020). . In general, a district court is limited to the four corners of the complaint when deciding a motion to dismiss. An exception exists, however, “where a complaint or an attachment to the complaint expressly refers to another document, such as a contract, ” and in those cases, the Court “can consider the referenced contract.” DeJohn v. The .TV Corp. Int'l, 245 F.Supp.2d 913, 916 n.2 (N.D. Ill. 2003). Thus, the Court is able to refer to the contract here (Doc. 23, Exhibit 2-3). Based on the Court's review of the invoices here, which presumably make up the contract, the Court finds that neither Certis nor OmniLytics were parties to this contract. Specifically, Plaintiff's Complaint does not allege that a contract between Certis and OmniLytics existed and the Court, upon reviewing the contract, does not see either of those parties named. Plaintiff must “allege facts establishing that the parties exchanged an offer, an acceptance, and consideration.” Simoni v. United Airlines Holdings, Inc., No....
To continue reading
Request your trial