Channel Bio, LLC v. Illinois Family Farms, 3:10-cv-03221

Channel Bio, LLC and Monsanto sue Illinois Family Farms and related individuals for breach of contract and unjust enrichment over a seed purchase and related payments.
Illinois Family Farms allegedly financed 388,500 for 2,100 units of hybrid corn seed, with payment due by November 25, 2009 and interest at 18% annual if unpaid.
Plaintiffs claim Illinois Family Farms did not remit any payment by the due date and may be responsible for attorneys’ fees under the contract.
The Roundup Rewards program allegedly resulted in $196,141 paid erroneously due to Monsanto’s clerical processing, with Garland City Farms receiving the payment but connected to Illinois Family Farms.
Counts I–III plead breach of contract and two unjust enrichment theories; Defendants move to dismiss under Rule 12(b)(6) and (b)(7).
The magistrate judge recommends denial of the motion to dismiss, finding the complaints plead plausible claims and that Rule 12(b)(7) joinder issues are not proven at this stage.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Adequacy of breach claim	Channel Bio pleads a valid contract, breach by nonpayment, and injury.	Allegations insufficient to show a contract and breach by Illinois Family Farms or its partners.	Pleading of contract and breach deemed plausible; contract existence and agent authority survive at this stage.
Unjust enrichment viability (Count II)	Channel Bio alleges benefit conferred and retention is inequitable.	Demand or other elements may be required and retention is not adequately pleaded.	Claims sufficiently state unjust enrichment at the 12(b)(6) stage; no dismissal required.
Unjust enrichment viability (Count III)	Monsanto alleges receipt of inadvertent Roundup Rewards payment benefiting Illinois Family Farms and partners.	Lack of direct connection between Garland City Farms and named defendants defeats claim.	Count III sufficiently pleads unjust enrichment at this stage.
Failure to join necessary parties under Rule 19	Parties identified as partnerships’ members are not indispensable to relief.	True partners should be joined as necessary parties.	Rule 12(b)(7) dismissal denied; Rule 19 requirements not shown to render joinder infeasible.

Hager v. City of West Peoria, 84 F.3d 865 (7th Cir. 1996) (standard for reviewing complaint on motion to dismiss)
Covington Court, Ltd. v. Village of Oak Brook, 77 F.3d 177 (7th Cir. 1996) (necessity of accepting well-pleaded facts on 12(b)(6))
Carlton at the Lake, Inc. v. Barber, 928 N.E.2d 1266 (Ill. App. 1st Dist. 2010) (to establish breach of contract, existence of a valid contract and performance are required)
Airborne Beepers & Video, Inc. v. AT&T Mobility, LLC, 499 F.3d 663 (7th Cir. 2007) (12(b)(6) standard: must provide notice and plausible claim)
Miller v. Herman, 600 F.3d 726 (7th Cir. 2010) (12(b)(6) evaluation requires plausible, not speculative, allegations)
Hidden Lake Townhome Owners Ass'n v. Green Trails Improvement Assoc., 934 N.E.2d 636 (Ill. App. 2d Dist. 2010) (unjust enrichment elements in Illinois law)
Ashcroft v. Iqbal, 129 S. Ct. 1937 (U.S. 2009) (plausibility standard for pleading a claim)
Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility standard governing Rule 12(b)(6) dismissals)