Mono Adver., LLC v. Vera Bradley Designs, Inc.
285 F. Supp. 3d 1087
| D. Me. | 2018Background
- Mono Advertising (Delaware LLC, Minneapolis) provided marketing services under a Master Services Agreement with Vera Bradley (Indiana corp.) executed December 3, 2015.
- Agreement had an initial one-year term with automatic renewals unless written notice of non-renewal; separate Project Documents would specify deliverables.
- Section 4.2 allowed either party to terminate for discretionary reasons with >=90 days written notice and required payment of "Guaranteed Minimum Fees" equal to the average professional fees invoiced (or due) during the 90 days preceding the termination notice.
- On August 10, 2016 (about four months before the initial term ended), Vera Bradley terminated the Agreement and directed Mono to stop work; Mono claimed $502,300 in Guaranteed Minimum Fees and sued when Vera Bradley refused to pay.
- Mono pleaded breach of contract and unjust enrichment; Vera Bradley moved to dismiss both counts under Rule 12(b)(6), arguing (1) Mono failed to allege the written termination notice required by Section 4.2 and (2) the existence of a contract precludes unjust enrichment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Mono plausibly pleaded breach of contract | Mono alleges Agreement, termination by Vera Bradley on Aug 10, 2016, and resulting damages; accepts complaint facts as true | Vera Bradley says Section 4.2 required written termination notice and Mono did not allege or attach it, so claim fails | Court denied dismissal: plaintiff pleaded termination and damages; failure to allege defendant's written notice is not a defense at pleading stage and defendant cannot benefit from frustrating the condition precedent |
| Whether unjust enrichment claim must be dismissed because an express contract exists | Mono pled unjust enrichment in the alternative, alleging Vera Bradley knowingly received services of value without entitlement to retain them unpaid | Vera Bradley argued contract bars quasi-contract recovery and that Mono didn't allege retention of specific unpaid services | Court denied dismissal: Rule 8 permits alternative pleading; the complaint sufficiently alleges receipt of services of value and allegations must be tested later on the merits |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading standard: factual allegations must plausibly support relief)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (complaint need not include detailed facts but must be plausible)
- Blankenship v. USA Truck, Inc., 601 F.3d 852 (8th Cir. 2010) (accept factual allegations as true on a motion to dismiss)
- Lyon Fin. Servs., Inc. v. Ill. Paper & Copier Co., 848 N.W.2d 539 (Minn. 2014) (elements of breach-of-contract under Minnesota law)
- Valspar Refinish, Inc. v. Gaylord's, Inc., 764 N.W.2d 359 (Minn. 2009) (parties may make written notice a condition precedent to suit)
- In re Hennepin Cty. 1986 Recycling Bond Litig., 540 N.W.2d 494 (Minn. 1995) (a party cannot take advantage of a frustrated condition precedent that it caused)