United States District Court, E.D. Missouri, Eastern Division
OPINION, MEMORANDUM AND ORDER
EDWARD AUTREY UNITED STATES DISTRICT JUDGE
matter is before the Court on Defendant
Mast-Jägermeister US, Inc.'s Motion to Dismiss,
[Doc. No. 12], Defendant Mast-Jägermeister U.S. Holding,
Inc.'s Motion to Dismiss, [Doc. No. 16], and Defendants
Southern Glazer's Wine and Spirits of Missouri, LLC,
Southern Glazer's Wine and Spirits, LLC and Superior Wine
and Liquors, Inc.'s Motion to Dismiss, [Doc. No. 18].
Plaintiff opposes the Motion. For the reasons set forth
below, Defendant Mast-Jägermeister US, Inc.'s
Motions will be granted in part and denied in part; Defendant
Mast-Jägermeister U.S. Holding, Inc.'s Motion to
Dismiss will be granted; and Defendants Southern Glazer's
Wine and Spirits of Missouri, LLC, Southern Glazer's Wine
and Spirits, LLC and Superior Wine and Liquors, Inc.'s
Motion to Dismiss will be granted.
alleges the following facts.
Brands is a wholesaler licensed in the State of Missouri,
under the provisions of Chapter 311 Mo.Rev. Stat., to sell
intoxicating liquor to retailers licensed in the State of
Missouri and Superior are wholesalers licensed in the State
of Missouri under the provisions of Chapter 311 Mo.Rev.Stat,
to sell intoxicating liquor to retailers licensed in the
State of Missouri, and both compete with Major Brands.
is a manufacturer whose brands of intoxicating liquor are
distributed through duly-licensed wholesalers in the State of
Brands has had a longstanding agreement (the
"Distribution Agreement") with Jagermeister for
decades whereby it was granted the rights to offer, sell, and
distribute within the State of Missouri certain brands of
spirits (the "Brands") and Major Brands has for
decades offered, sold and distributed those Brands of spirits
within the State of Missouri creating demand and value for
those Brands in this State.
to the Distribution Agreement, Major Brands has made
substantial investments in the marketing and distribution of
the Brands, and has built up and developed goodwill over the
decades for those products throughout the State of Missouri.
Major Brands' investments include, without limitation,
significant expenditures of time, money, and human resources.
further alleges that under Missouri's Franchise law [Mo.
Rev. Stat. § 407.400, et. seq.] and as part of
the Distribution Agreement, Jägermeister may only
terminate the Distribution Agreement and Major Brands'
rights to distribute the Brands after first establishing
“good cause” for the termination, as that term is
defined in Section 407.413.5 of the Revised Statutes of
February 13, 2018, Jägermeister told Major Brands that
it was purporting to terminate the Distribution Agreement.
Jägermeister did not provide any reasonable grounds for
the purported termination that would constitute “good
cause” under Section 407.413.5 of the Revised Statutes
of Missouri. Jägermeister admitted that the purported
termination had “nothing to do with Major Brands'
performance, ” but was the result of
Jägermeister's desire to consolidate nationally with
(including SGWS, Southern Missouri, and Superior) is aware of
Missouri's Franchise law and is willfully and
purposefully inducing Jägermeister to violate Missouri
attempt to terminate Major Brands as a wholesaler, after
Major Brands has built up the sales and Jägermeister
brand over decades, without establishing good cause violates
Missouri's Franchise law [Mo. Rev. Stat. § 407.400,
et. seq.], and, therefore, any purported termination
is null and void.
initially filed a lawsuit against Defendants
Mast-Jägermeister US, Inc., Mast-Jägermeister U.S.
Holding, Inc. (together,
“Mast-Jägermeister”) and Southern
Glazer's Wine & Spirits of Missouri, LLC
(“Southern Glazer's of Missouri”) in the
Twenty-Second Judicial Circuit of St. Louis City, Missouri on
February 13, 2018 (the “first action”). Major
Brands alleged that it had a franchise with
Mast-Jägermeister, and that Mast-Jägermeister
unlawfully terminated this relationship. Major Brands also
alleged that Southern Glazer's of Missouri tortiously
interfered with the alleged franchise relationship, and that
these defendants engaged in a civil conspiracy.
in the first action removed it shortly after it was filed on
the grounds that complete diversity existed between the
parties. Major Brands Inc. v. Mast-Jägermeister US,
Inc., No. 4:18-cv-00254-HEA. Plaintiff dismissed the
first action and filed another lawsuit in the Twenty-Second
Judicial Circuit of St. Louis City, Missouri. Major Brands
added of two defendants, Southern Glazer's Wine and
Spirits, LLC (“Southern Glazer's”) and
Superior Wines and Liquors, Inc. (“Superior”), a
Missouri corporation. No. other changes were made to the
Petition in the second suit. Major Brands did not add any
specific allegations regarding Southern Glazer's or
Superior, instead grouping the two new defendants in with the
allegations originally made against the defendants in the
timely removed the second lawsuit to this Court on the basis
that Superior was fraudulently joined for the sole purpose of
avoiding this Court's jurisdiction. Major Brands moved to
remand, arguing that this Court did not have diversity
jurisdiction due to the Missouri citizenship of Superior.
Major Brands also argued that the Court should ignore the
form of Southern Glazer's of Missouri, a limited
liability company comprised of Texas and Florida members, and
the diverse residency of its members, and instead treat
Southern Glazer's of Missouri as a Missouri corporation
for purposes of diversity jurisdiction.
Court denied Plaintiff's Motion to Remand, Superior was
dismissed and the Court denied Plaintiff's invitation to
deviate from established law regarding the citizenship of
limited liability corporations.
of the Petition is brought for a declaratory judgment; Count
II for a violation of Mo.Rev.Stat. § 407.413; Count III
is an alleged breach of contract claim; Count IV is a breach
of the covenant of good faith and fair dealing; Count V is
brought for recoupment; Count VI is an unjust enrichment
claim; Counts VII and VIII are alleged tortious interference
claims; and Count IX is a claim for civil conspiracy.
Defendants move to dismiss pursuant to Rule 12(b)(6) of the
Federal Rules of Civil Procedure.
complaint must contain “a short and plain statement of
the claim showing that the pleader is entitled to
relief.” Fed.R.Civ.P. 8(a)(2). To satisfy this
requirement, a plaintiff must plead “enough facts to
state a claim to relief that is plausible on its face.”
Corrado v. Life Inv'rs Ins. Co. of Am., 804 F.3d
915, 917 (8th Cir. 2015) (quoting 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.”
Barton v. Taber, 820 F.3d 958, 964 (8th Cir. 2016)
(quoting Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009)). “Threadbare recitals of the elements of a
cause of action, supported by mere conclusory statements, do
not suffice.” Zink v. Lombardi, 783 F.3d 1089,
1098 (8th Cir. 2015) (quoting Iqbal, 556 U.S. at
678), cert. denied, 135 S.Ct. 2941 (2015). The
complaint's factual allegations must be “sufficient
to ‘raise a right to relief above the speculative
level.'” McDonough v. Anoka Cty., 799 F.3d
931, 946 (8th Cir. 2015) (quoting Twombly, 550 U.S.
at 555). The Court must accept factual allegations as true,
but it is not required to accept any “legal conclusion
couched as a factual allegation.” Brown v. Green
Tree Servicing LLC, 820 F.3d 371, 373 (8th Cir. 2016)
(quoting Iqbal, 556 U.S. at 678). Thus, “[a]
pleading that offers ‘labels and conclusions' or
‘a formulaic recitation of the elements of a cause of
action will not do.'” Ash v. Anderson
Merchandisers, LLC, 799 F.3d 957, 960 (8th Cir. 2015)
(quoting Iqbal, 556 U.S. at 678), cert.
denied, 136 S.Ct. 804 (2016).
motion to dismiss, courts must rule “on the assumption
that all the allegations in the complaint are true, ”
and “a well-pleaded complaint may proceed even if it
strikes a savvy judge that actual proof of those facts is
improbable, and ‘that a recovery is very remote and
unlikely.'” Twombly, 550 U.S. at 555, 556
(quoting Scheuer v. Rhodes, 416 U.S. 232, 236
(1974)). “Determining whether a complaint states a
plausible claim for relief ... [is] a context-specific task
that requires the reviewing court to draw on its judicial
experience and common sense.” Mickelson v. Cty. of
Ramsey, 823 F.3d 918, 923 (8th Cir. 2016) (alteration in
original) (quoting Iqbal, 556 U.S. at 679).
Defendant Mast-Jägermeister US, Inc.
I and II
Count I of its Petition, Plaintiff seeks a declaration that
Jägermeister has no right to terminate Plaintiff as a
wholesaler pursuant to the Missouri Franchise law, Mo.
Rev.Stat. § 407.413, et seq. because it has not
established good cause for such termination. In Count II,
Plaintiff claims a violation of the Missouri Merchandising
Practices Act based on Jägermeister's termination of
the Distributor Agreement without good cause.
Mast-Jägermeister US, Inc.
(“Jägermeister”) argues that Counts I and II
must be dismissed since Plaintiff's lawsuit is dependent
upon the existence of a “franchise” between it
and Jägermeister, and no such franchise relationship
exists. Plaintiff contends that the “general”
definition of franchise in the Franchise Act does not apply
to it since it is a liquor wholesaler, and even if it does,
the Petition states a cause of action under both franchise
Missouri Merchandising Act defines “franchise:”
“Franchise” means a written or oral arrangement
for a definite or indefinite period, in which a person grants
to another person a license to use a trade name, trademark,
service mark, or related characteristic, and in which there
is a community of interest in the marketing of goods or
services at wholesale, retail, by lease, agreement, or
otherwise, including but not limited to a commercial
relationship of definite duration or continuing indefinite
duration, between a “wholesaler, ” such
wholesaler being a person as defined in this section,
licensed pursuant to the provisions of chapter 311, to sell
at wholesale, intoxicating liquor, as defined in section
311.020, to retailers, duly licensed in this state, and a
“supplier, ” being a person engaged in the
business as a manufacturer, distiller, rectifier or
out-of-state solicitor whose brands of intoxicating liquor
are distributed through duly licensed wholesalers in this
state, and wherein a wholesaler is granted the right to
offer, sell, and distribute within this state or any
designated area ...