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Natural Product Solutions, LLC v. Vitaquest International, LLC

United States District Court, Fourth Circuit

June 24, 2013

NATURAL PRODUCT SOLUTIONS, LLC,
v.
VITAQUEST INTERNATIONAL, LLC, et al.

MEMORANDUM

CATHERINE C. BLAKE, District Judge.

Plaintiff Natural Product Solutions, LLC brings this diversity action against defendants Vitaquest International, LLC and Garden State Nutritionals, Inc. in connection with defendants' alleged breach of an agreement to manufacture and distribute certain vitamins and natural supplements. Defendants have moved to dismiss for failure to state a plausible claim. In the event the court denies that motion, defendants seek a more definite statement. The parties have fully briefed the motions, and no hearing is necessary. See Local R. 105.6. For the reasons set forth below, the motions will be denied.

BACKGROUND

According to the complaint, Natural Product Solutions ("NPS") is a Maryland company that researches, develops, manufactures, and distributes various vitamins and natural supplements. One of its products is VirMax, a natural supplement designed to enhance sexual function. Defendants Vitaquest International and Garden State Nutritionals are New Jersey companies that also participate in the vitamin and natural supplement market.

NPS allegedly contracted with defendants to formulate a kosher version of VirMax and to ship that product to certain places, including Israel. In the course of the negotiations that preceded that contract, defendants allegedly represented to NPS that they would engage Windmill Health, a wholly owned subsidiary of Vitaquest, to promote the sale of VirMax in the United States. NPS claims that it attached substantial value to this promise: NPS relied on that commitment when it decided to hire defendants, and, as a result of the promise, it agreed to pay defendants a higher contract price than NPS otherwise was willing to pay.

Soon thereafter the relationship between NPS and defendants soured. According to NPS, defendants failed to comply with NPS's instructions, included incorrect paperwork with VirMax shipments, shipped incorrect quantities of VirMax, and experienced significant production and shipment delays. These issues culminated on September 9, 2012, when defendants claimed to have shipped 137 cartons of VirMax to Israel. As it turned out, thirty-six of those cartons were not VirMax but Pernol, a different product that is not manufactured or marketed by NPS. Israeli customs inspectors detained the shipment because of the incorrect labeling, causing NPS to incur various fees and expenses and leading the Israeli importer and distributor of VirMax to discontinue its relationship with NPS. Defendants apparently acknowledged their error in a letter and claimed it was an "honest mistake."

NPS filed suit against defendants on February 8, 2013. The complaint includes four counts: breach of contract, negligence, fraud in the inducement, and negligent misrepresentation. Defendants then moved to dismiss each count on March 12, 2013, for failure to state a claim upon which this court may grant relief. In the alternative, defendants ask this court to require NPS to submit a more definite statement. NPS opposes each motion.

STANDARD

"[T]he purpose of Rule 12(b)(6) is to test the sufficiency of a complaint and not to resolve contests surrounding the facts, the merits of a claim, or the applicability of defenses." Presley v. City of Charlottesville, 464 F.3d 480, 483 (4th Cir. 2006) (internal quotation marks and alterations omitted). When ruling on such a motion, the court must "accept the well-pled allegations of the complaint as true" and "construe the facts and reasonable inferences derived therefrom in the light most favorable to the plaintiff." Ibarra v. United States, 120 F.3d 472, 474 (4th Cir. 1997). To survive a motion to dismiss, the factual allegations of a complaint "must be enough to raise a right to relief above the speculative level... on the assumption that all the allegations in the complaint are true (even if doubtful in fact)." Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007) (internal citations and alterations omitted). The plaintiff's obligation thus is to set forth sufficiently the "grounds of his entitlement to relief, " offering "more than labels and conclusions." Id. (internal quotation marks and alterations omitted). It is not sufficient that the well-pled facts create "the mere possibility of misconduct." Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009). Rather, to withstand a motion to dismiss, "a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face, " meaning the court could draw "the reasonable inference that the defendant is liable for the misconduct alleged." Id. at 678.

ANALYSIS

A. Count One: Breach of Contract

Defendants first contend that NPS's breach of contract claim must be dismissed because NPS does not identify the specific provision(s) of the contract that defendants purportedly breached. To establish a prima facie claim for breach of contract, a Maryland plaintiff must plead "that the defendant owed the plaintiff a contractual obligation and that the defendant breached that obligation." See Taylor v. NationsBank, N.A., 776 A.2d 645, 651 (Md. 2001). The plaintiff need not plead facts sufficient to prove each element of the claim. See Chao v. Rivendell Woods, Inc., 415 F.3d 342, 349 (4th Cir. 2005). Rather, the pleading will survive a motion to dismiss if the plaintiff includes "a short and plain statement of the claim showing that the pleader is entitled to relief." Fed.R.Civ.P. 8(a)(2). "[T]he sufficiency of a complaint does not depend on whether it provides enough information to enable the defendant to prepare a defense, ' but merely whether the document's allegations are detailed and informative enough to enable the defendant to respond.'" Chao, 415 F.3d at 349 (quoting 5 Charles Alan Wright & Arthur R. Miller, Federal Practice and Procedure: Civil § 1215 (3d ed. 2004)).

NPS's complaint includes sufficient factual allegations to permit defendants to answer. NPS alleges that it contracted with defendants "to formulate, manufacture, and ship a kosher version of VirMax for distribution in Israel, " and NPS further alleges that defendants breached the contract when they improperly labeled VirMax shipments, shipped incorrect quantities of VirMax, and shipped another product-presumably Pernol-rather than VirMax. (Compl. §§ 28-29, ECF No. 1.) Defendants may deny that any such contract existed, or they may deny that they breached the terms of the contract, but they cannot reasonably claim that the factual allegations in count one are ...


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