Plantlogic LLC v. LGSA20 Incorporated
4:23-cv-00237
D. Ariz.Apr 24, 2025Background
- Plantlogic LLC and LGSA20 (via president/CEO Davies) entered a contract for $241,022.50 in horticultural goods; invoices misidentified the purchasing entity.
- Davies paid a 30% downpayment, but did not correct invoice errors until a year later.
- Goods were delivered, but LGSA20 went out of business without paying the balance; Davies' access to the facility (and goods) was terminated.
- Dispute centers on whether Davies is personally liable for the contract, as against LGSA20 or its registered trade name, The Blossom Farm.
- Motions for summary judgment from both parties (on merits and damages), as well as motions to strike certain filings, were filed; plaintiff also argued statutory liability under Arizona law.
- The court found genuine factual issues regarding Davies' disclosure of agency and personal capacity precluded summary judgment on liability, but granted summary judgment on damages as the amount was undisputed.
Issues
| Issue | Plantlogic's Argument | Davies' Argument | Held |
|---|---|---|---|
| Personal liability for contract | Davies did not clearly act as agent | Only acted as LGSA20/The Blossom Farm's agent | Genuine issue; summary judgment denied on liability |
| Breach of covenant of good faith/fair dealing | Davies had contractual duty | No special duty owed | Claim may proceed; summary judgment denied |
| Quantum meruit/unjust enrichment | Davies benefitted as LGSA20 owner | Did not personally benefit (goods lost in lockout) | Davies benefitted; factual issue precludes summary judgment |
| Statutory liability (A.R.S. §10-204, §44-1326) | Davies liable for unauthorized biz | Statutes don’t apply/No personal liability | Genuine factual issue; summary judgment denied |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (when a genuine dispute of material fact exists summary judgment is improper)
- Cahn v. Fisher, 805 P.2d 1040 (agent for disclosed principal not personally liable absent undisclosed agency)
- Steinberger v. McVey ex rel. Cnty. of Maricopa, 318 P.3d 419 (elements for breach of contract)
- Mahan v. First Nat. Bank of Ariz., 677 P.2d 301 (burden on defendant to show agency relationship to avoid liability)
- Beaudry v. Ins. Co. of the W., 50 P.3d 836 (breach of implied covenant of good faith is a contract action, not tort)
- W. Corr. Group, Inc. v. Tierney, 96 P.3d 1070 (elements for quantum meruit/unjust enrichment)