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Pals Group, Inc. v. Quiskeya Trading Corp.

United States District Court, S.D. Florida, Miami Division

September 1, 2017

PALS GROUP, INC., Plaintiff,
v.
QUISKEYA TRADING CORP., Defendants.

          ORDER DENYING DEFENDANTS' MOTION TO DISMISS

          JONATHAN GOODMAN UNITED STATES MAGISTRATE JUDGE

         Defendants Quiskeya Trading Corp. and Patrick Louissaint move to dismiss for failure to state a claim five of the nine counts in the Complaint filed by Plaintiff Pals Group, Inc., d/b/a Lakay Foods. [ECF No. 1');">1');">1');">14]. Lakay filed an opposition response. [ECF No. 1');">1');">1');">19]. Defendants did not file a reply.

         As explained below, the Undersigned denies Defendants' Motion to Dismiss.

         I. Allegations in the Complaint

         Lakay is a family-owned and operated business that manufactures and distributes various products used to make Caribbean and Hispanic food recipes. [ECF No. 1');">1');">1');">1, pp. 5-6]. Louissaint began working for a Lakay affiliate in Haiti as a teenager. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7]. Later, Louissaint moved to Miami and worked as Lakay's bookkeeper and auditor for six years. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7].

         During his work, “Louissaint had access to and control of Lakay's financial records, including, but not limited to, Lakay's bank account records, payable and receivable information, and QuickBooks records.” [ECF No. 1');">1');">1');">1, p. 7]. Moreover, “Louissaint was also entrusted with Lakay's confidential customer lists, supplier lists (and products), marketing strategies, prices, costs, and margins.” [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7].

         Louissaint then moved to Orlando but, at his request, continued working as Lakay's bookkeeper and auditor. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7]. But without Lakay's knowledge or approval, Louissaint simultaneously began a business in Orlando that competed with Lakay. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7]. Moreover, Louissaint built the business using Lakay's line of credit, racking up more than $1');">1');">1');">160, 000 in debt. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7].

         After learning of Louissaint's business, Lakay demanded compensation for the debt, but Louissaint lacked the means to pay. [ECF No. 1');">1');">1');">1, p. 7');">p. 7');">p. 7');">p. 7]. Thus, Lakay and Louissaint agreed that Louissaint would cease competing with Lakay and that his new company would become Lakay's distributor, thereby repaying the debt over time by providing Lakay a portion of the distributor's profits. [ECF No. 1');">1');">1');">1, p. 8].

         Later on, Lakay learned that Louissaint had formed and was operating yet another competing business in Orlando: Quiskeya. [ECF No. 1');">1');">1');">1, p. 8]. Similar to Lakay, Quiskeya provides Caribbean and Hispanic customers with a variety of products. [ECF No. 1');">1');">1');">1, p. 8]. But according to Lakay, Quiskeya has a “distinct advantage over Lakay: Louissaint's knowledge of Lakay's prices, cost structure and marketing permitted him to undercut Lakay's pricing.” [ECF No. 1');">1');">1');">1, p. 8]. Shortly before Lakay filed suit, Quiskeya had expanded from Orlando, opening a warehouse in Miami, near Lakay's location. [ECF No. 1');">1');">1');">1, p. 9].

         Lakay filed a nine-count complaint in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and one count alleged violations of the Lanham Act, 1');">1');">1');">15 U.S.C. § 1');">1');">1');">11');">1');">1');">125(a). [ECF No. 1');">1');">1');">1, pp. 4-20]. Defendants removed the case to the United States District Court for the Southern District of Florida, asserting federal-question jurisdiction. [ECF No. 1');">1');">1');">1]. The case was assigned to United States District Judge Joan A. Lenard [ECF No. 2], but the parties consented to the full jurisdiction of the Undersigned [ECF Nos. 1');">1');">1');">17-1');">1');">1');">18].

         Defendants move to dismiss five out of the nine counts in Lakay's Complaint for failure to state a cause of action. [ECF No. 1');">1');">1');">14]. The challenged claims include two counts for breach of contract against Louissaint (Counts V and VI), a count for breach of fiduciary duty against Louissaint (Count VII), a count for equitable accounting against all Defendants (Count VIII), and a count for unjust enrichment against all Defendants (Count IX). [ECF No. 1');">1');">1');">14].

         II. Legal Standard

         Federal Rule of Civil Procedure 8(a) requires “a short and plain statement of the claim” that “will give the defendant fair notice of what the plaintiff's claim is and the ground upon which it rests.” Fed.R.Civ.p. 8(a). Federal Rule of Civil Procedure 1');">1');">1');">12(b)(6) provides defendants an opportunity to quickly dispose of complaints that fail to “state a claim upon which relief can be granted.” Fed.R.Civ.P. 1');">1');">1');">12(b)(6). When considering a motion to dismiss under 1');">1');">1');">12(b)(6), a court must take the factual allegations in the complaint as true and construe them in the light most favorable to the plaintiffs. Edwards v. Prime, Inc., 1');">1');">1');">1276');">602 F.3d 1');">1');">1');">1276, 1');">1');">1');">1291');">1');">1');">1 (1');">1');">1');">11');">1');">1');">1th Cir. 201');">1');">1');">10) (citing Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).

         To survive a motion to dismiss, factual allegations must have “facial plausibility . . . that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Iqbal, 556 U.S. at 678. “Legal conclusions must be supported by ‘enough fact to raise a reasonable expectation that discovery will reveal evidence' of the claim.” Haese v. Celebrity Cruises, Inc., No. 1');">1');">1');">12-20655-CIV, 201');">1');">1');">12 WL ...


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