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Nestle Purina PetCare Co. v. The Blue Buffalo Co. Ltd.

United States District Court, E.D. Missouri, Eastern Division

September 27, 2016

NESTLÉ PURINA PETCARE COMPANY, Plaintiff/Counterclaim Defendant,



         This false advertising pet food case is before me on two motions to dismiss: Diversified Ingredients' motion to dismiss the third-party complaint of Wilbur-Ellis Company, and David Dressel, Dean H. Hiller and Edward J. Wanner (the “Individual Defendants”)'s motion to dismiss the third-party complaint of Wilbur-Ellis. The Individual Defendants are Diversified's owners, officers, and directors, and are being sued on a piercing the veil theory. The issues are fully briefed and ready for review.[1] For the reasons that follow, I will grant in part and deny in part Diversified's motion to dismiss, and I will grant the Individual Defendants' motion to dismiss.


         Plaintiff Nestle Purina Petcare Company brought this case against The Blue Buffalo Company, alleging that Blue Buffalo falsely advertises its pet foods as free of poultry byproduct meal and meeting other nutritional claims in violation of the Lanham Act, 15 U.S.C. § 1125. Blue Buffalo has since admitted that poultry byproduct was in some of its pet foods. However, Blue Buffalo claims that its ingredient supplier, Wilbur-Ellis, and ingredient broker, Diversified Ingredients, deceived Blue Buffalo when they sold it byproduct meal instead of high quality chicken and turkey meal. Blue Buffalo has brought several third-party claims against Diversified and Wilbur-Ellis, and alleges that they are liable for Blue Buffalo's damages, among other things.

         After being joined in the case, Diversified brought crossclaims against Wilbur-Ellis, alleging that it was unknowingly defrauded by Wilbur-Ellis, and that Diversified believed it had been procuring and delivering byproduct-free poultry meal to Blue Buffalo. Wilbur-Ellis has since filed its own crossclaims against Diversified, arguing that Wilbur-Ellis provided poultry “blends” in accordance with its contracts, and alleging that Diversified did and should have known Wilbur-Ellis was providing it with product that contained byproduct. Wilbur-Ellis further alleges that Diversified mislabeled the byproduct meal as poultry meal when it re-sold it to Blue Buffalo. Wilbur-Ellis seeks indemnity and contribution from Blue Buffalo for any liability it is found to owe to Blue Buffalo.

         Wilbur-Ellis has also brought third-party claims against the Individual Defendants, arguing that they are the alter ego of Diversified, and piercing the corporate veil is warranted so that Wilbur-Ellis may collect against the Individual Defendants for any judgment for which Diversified may be found liable.

         Legal Standard

         In ruling on a motion to dismiss brought under Fed.R.Civ.P. 12(b)(6), I must accept as true all factual allegations in the complaint and view them in the light most favorable to the plaintiff. Kohl v. Casson, 5 F.3d 1141, 1148 (8th Cir. 1993). “To survive 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.'” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 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.” Iqbal, 556 U.S. at 678. While a court must accept factual allegations as true, it is “not bound to accept as true a legal conclusion couched as a factual allegation.” Carton v. Gen. Motor Acceptance Corp., 611 F.3d 451, 454 (8th Cir. 2010) (internal citations omitted). “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at 678 (internal citations omitted).

         Unlike state courts which often require detailed statements of fact in a petition, however, the federal rules require only notice pleading. Under Fed.R.Civ.P. 8(a):

[A] complaint must include only a short and plain statement of the claim showing that the pleader is entitled to relief. Such a statement must simply give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests. This simplified notice pleading standard relies on liberal discovery rules and summary judgment motions to define disputed facts and issues and to dispose of unmeritorious claims.

Romine v. Acxiom Corp., 296 F.3d 701, 711 (8th Cir. 2002).


         A. Intentional Tortfeasor Rule

         In Counts 1 and 2, Wilbur-Ellis seeks contribution and equitable indemnity from Diversified for any harms to Blue Buffalo for which Wilbur-Ellis is found liable and for which Diversified is also at fault.

         Diversified argues that Wilbur-Ellis is not entitled to contribution or equitable indemnity for any underlying intentional conduct because such recovery is barred by the intentional misconduct rule. Under the “intentional misconduct rule, ” Missouri courts prohibit claims for contribution or indemnity among willful joint tortfeasors. Missouri Pac. R. Co. v. Whitehead & Kales Co., 566 S.W.2d 466, 469 (Mo. 1978). As a result, Diversified argues that Wilbur-Ellis' claims for contribution and indemnity that stem from Blue Buffalo's underlying claims of intentional/fraudulent misrepresentation and fraud in the inducement should be dismissed. Diversified also seeks dismissal of Wilbur-Ellis' ...

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