Passamaquoddy Wild Blueberry Co. v. Cherryfield Foods, Inc.
| Decision Date | 20 June 2017 |
| Docket Number | DOCKET NO. BCD-CV-17-18 |
| Parties | PASSAMAQUODDY WILD BLUEBERRY COMPANY, Plaintiff, v. CHERRYFIELD FOODS, INC. and OXFORD FROZEN FOODS LIMITED, Defendants. |
| Court | Maine Superior Court |
Presently before the court are the following motions; (1) Defendants' Cherryfield Foods, Inc. ("CFI") and Oxford Frozen Foods Limited's ("Oxford")1 motion to dismiss the complaint pursuant to Maine Rule of Civil Procedure 12(b)(6) for failure to state a claim; (2) Plaintiff Passamaquoddy Wild Blueberry Company's ("PWBC") motion for attachment and trustee process; and (3) PWBC's motion for a temporary restraining order and preliminary injunction. At the June 9, 2017 oral argument on the motioins, Plaintiffs were represented by Attorney Julia Pitney, and Defendants were represented by Attorney John Aromando.
CFI is a Maine corporation engaged in the business of farming, harvesting, processing, freezing and marketing wild blueberries in the United States, Canada, and worldwide. (Kamp Aff. ¶ 3.) CFI is believed to be a wholly owned subsidiary of Oxford. (Compl. ¶ 13.)
From 1986 to 2011, the Passamaquoddy Tribe did business as the Northeastern Blueberry Company ("NEBCO"). (Paul Aff. ¶ 12.) NEBCO was engaged in the business of farming and harvesting Maine wild blueberries. (Id.)
On May 22, 1998, NEBCO, CFI, and Oxford executed a "Blueberry Purchase Agreement," whereby CFI agreed to [Redacted] (the "1998 Contract"). (Paul Aff. ¶¶ 17, 20; Kamp Aff. ¶¶ 5-6.) [Redacted] (Paul Aff. ¶ 19.)
On or about November 10, 2000, NEBCO, CFI, and Oxford executed a "First Amendment to Blueberry Purchase Agreement dated May 22, 1998" (the "2000 Amendment"). (Id. ¶¶ 21-22.) That same day the parties also executed an "Amended and Restated Blueberry Purchase Agreement incorporating First Amendment dated November 10, 2000" (the "2000 Contract"). (Paul Aff. ¶ 23; Kamp Aff. ¶ 18.) The 2000 Contract extended [Redacted] (Paul Aff. Ex C.) The 2000 Contract also [Redacted] (Id. Ex C ¶ 1.)
In 2012, NEBCO was reorganized by the Passamaquoddy Tribe as PWBC. (Id. ¶ 12.) On April 30, 2012, the Passamaquoddy Tribe assigned all of NEBCO's rights and obligations in the 2000 Contract to PWBC. (Id. ¶ 26.) NEBCO, PWBC, CFI, and Oxford executed an "Acknowledgement of Assignment and Consent to be Bound." (Id.)
Recently, trends in the blueberry market have changed to the point that the worldwide supply of frozen blueberries has exceeded worldwide demand. (Paul Aff. ¶¶ 39, 43; Kamp Aff. ¶ 21.) By letter dated September 28, 2016, Defendants notified PWBC that CFI "did not wish to further extend the agreement (not add additional years to the agreement)." (Paul Aff. ¶ 44;Kamp Aff. ¶ 25.) However, PWBC believed that, pursuant to the terms of 2000 Contract, the [Redacted] and Defendants remained bound under the 2000 Contract [Redacted] (Paul Aff. ¶¶ 37-38, 48.)
By letter dated February 10, 2017, CFI's counsel notified PWBC that it viewed the 2000 Contract [Redacted] in its entirety and that their agreement was "now over." (Paul Aff. ¶ 53; Kamp Aff. ¶ 36.) By letter dated March 15, 2017, CFI's counsel [Redacted] (Paul Aff. ¶ 56; Kamp Aff. ¶ 39.)
PWBC filed a five-count complaint against CFI and Oxford on April 11, 2017, asserting claims for breach of contract (Count I), specific performance (Count II), declaratory judgment (Count III), intentional misrepresentation (Count IV), and negligent misrepresentation (Count V). On May 10, 2017, PWBC filed a motion for attachment and trustee process and a motion for a temporary restraining order and preliminary injunction order requiring Defendants to purchase PWBC's wild blueberry crop with supporting affidavits and exhibits. The following day, May 11, 2017, Defendants filed a motion to dismiss the complaint for failure to state a claim. Defendants filed their oppositions to PWBC's motions with supporting affidavits and exhibits on May 31, 2017. PWBC filed its opposition to the motion to dismiss on June 1, 2017. Each party timely replied to the respective motions. Oral argument on all pending motions was held on June 9, 2017.
The court first addresses Defendants' motion to dismiss for failure to state a claim, Defendants contend that PWBC's complaint fails to state a claim for the following reasons: (1)PWBC's complaint fails to state a claim for breach of contract in light of the plain language of the 2000 Contract the between the parties; (2) as a matter of law, PWBC is not entitled to the remedy of specific performance for any alleged breach; (3) PWBC's claim for declaratory judgment is superfluous and inappropriate; and (4) PWBC's claims for intentional and negligent misrepresentation fail to state a claim because PWBC has failed to allege detrimental reliance, failed to allege fraud with particularity, and because PWBC cannot as a matter of law recover tort damages for what is at its essence a breach of contract claim. (Defs. Mot. Dismiss 4-13; Defs. Reply to Mot. Dismiss 7.) In its opposition, PWBC states that, if the court is inclined to consider the affidavits and additional documents that have been made a part of the record regarding the motions for attachment and preliminary injunction, the court may convert Defendants' motion to one for summary judgment. (Pl. Opp'n Mot. Dismiss 5-6.)
A motion to dismiss pursuant to Maine Rule of Civil Procedure 12(b)(6) for failure to state a claim tests the legal sufficiency of a complaint. State v. Weinschenk, 2005 ME 28, ¶ 10, 868 A.2d 200. The sufficiency of a complaint is a question of law. Bean v. Cummings, 2008 ME 18, ¶ 7, 939 A.2d 676. On a motion to dismiss for failure to state a claim, the facts are not adjudicated. Marshall v. Town of Dexter, 2015 ME 135, ¶ 2, 125 A.3d 1141. The court reviews the complaint in the light most favorable to the plaintiff to determine whether the complaint sets forth sufficient allegations that would entitle the plaintiff to relief pursuant to some legal theory. Bean, 2008 ME 18, ¶ 7, 939 A.2d 676. Dismissal is warranted when it appears beyond a doubt that the claimant is not entitled to relief under any set of facts that the claimant might prove in support of his or her claim. Id.
Normally on a motion to dismiss for failure to state a claim, only the allegations in the complaint are considered by the court. Moody v. State Liquor & Lottery Comm'n, 2004 ME 20, ¶ 8, 843 A.2d 43. If the court considers material outside of the pleading, the court typically must convert the motion into one for summary judgment under Rule 56. M.R. Civ. P. 12(b). However, in limited circumstances, the court may consider certain extraneous documents without converting a motion to dismiss to one for a summary judgment. Moody, 2004 ME 20, ¶ 9, 843 A.2d 43. The court may consider "official public documents, documents that are central to the plaintiff's claims, and documents referred to in the complaint, without converting a motion to dismiss into a motion for a summary judgment when the authenticity of such documents is not challenged." Id. ¶ 10.
The court declines to convert Defendants' motion to dismiss to a motion for summary judgment. However, the court shall consider the 2000 Contract in deciding the motion to dismiss. Both parties have made the 2000 Contract a part of the record in this case. (See Paul Aff. Ex. C; Kamp Aff. Ex. C.) The 2000 Contract is repeatedly referred to in the complaint. (See e.g., Compl. ¶¶ 23-34, 36, 38-41, 51-57.) Moreover, the 2000 Contract is essential to PWBC's claims for breach for contract, specific performance, and declaratory judgment. (See Id. ¶¶ 59-79.) The 2000 Contract is also central to PWBC's claims for intentional and negligent misrepresentation. Therefore, under Moody, the court may consider the 2000 Contract contained in the record without converting the motion to one for summary judgment.
To sustain a claim for a breach of contract, a plaintiff must establish: (1) the parties had a legally binding contract; (2) the defendant breached a material term of the contract; and (3) defendant's breach caused the plaintiff to suffer damages. Tobin v. Barter, 2014 ME 51, ¶¶ 9-10, 89 A.3d 1088. There is no dispute that the parties entered into a legally binding contract. (Defs. Mot. Dismiss 1-2; Pl. Opp'n Mot. Dismiss 1-2.)
Defendants contend that PWBC has failed to establish a breach because, pursuant to the plain language of the 2000 Contract, the parties' agreement was [Redacted] (Defs. Mot. Dismiss. 5-6.) Defendants assert that, according to that plain language of the 2000 Contract, [Redacted] (Id. at 5.) Thereafter, [Redacted] (Id.) Defendants assert that, in order to terminate the contract [Redacted] either party must [Redacted] (Id. at 5-6.) Thus, according to Defendants, CFI's September 28, 2016 notice [Redacted] in accordance with the plain terms of the 2000 Contract. (Id. at 6.)
PWBC contends that Defendants' interpretation of the 2000 Contract ignores the plain and unambiguous terms of the contract. (Pl. Opp'n Mot. Dismiss 8.) PWBC argues that, pursuant to the plain language of the 2000 Contract, the parties' agreement [Redacted] (Id. at 7.) [Redacted] (Id. at 7-8.) Thus, according to PWBC, the plain language of the 2000 Contract provided that there would [Redacted].2 (Id. at 7.) Thus, according to PWBC, CFI's September 2016 notice [Redacted]
The interpretation of an unambiguous contract is a question of law for the court. Town of Lisbon v. Thayer Corp., 675 A.2d 514, 516 (Me. 1996). If a contract is unambiguous, the court must give its terms their plain, ordinary, and generally accepted meaning. Villas by the Sea Owners Ass'n v. Garrity, 2000 ME 48, ¶ 9, 748 A.2d 457. Contract language is ambiguous only "when it is reasonably susceptible...
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