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Glenn Seed Ltd. v. Vannet

December 21, 2009

GLENN SEED LTD., A CANADIAN CORPORATION AND GREEN LEAVES, INC., A SOUTH DAKOTA CORPORATION, PLAINTIFFS,
v.
JAMES A VANNET, A MINNESOTA INDIVIDUAL, TENDER LEAFY CORN, LLC, A DISSOLVED WISCONSIN LIMITED LIABILITY COMPANY, AND TENDER LEAFY CORN, LLC, A MINNESOTA LIMITED LIABILITY COMPANY, DEFENDANTS.



The opinion of the court was delivered by: Stephen L. Crocker Magistrate Judge

OPINION AND ORDER

As noted in previous orders, plaintiffs are suing defendants under several contract-related causes of action; in response, defendants have asserted contract-related counterclaims requesting monetary and declaratory relief. I granted defendants' motion for summary judgment on plaintiffs' first cause of action and denied plaintiffs' motion for summary judgment on their first and second causes of action. Dkt. 46 at 14. Still pending is plaintiffs' motion to dismiss defendants' counterclaims under Fed. R. Civ. P. 12(b)(1) and (6). Dkt. 17.

First, some procedural observations: the parties filed their submissions widdershins: first came motions for summary judgment, next a motion to dismiss, then amendments to the pleadings after the other motions came under advisal. Generally, in deciding a motion to dismiss, the court is limited to considering facts found in the pleadings and any attached written instruments. Fed. R. Civ. P. 10(c) ("A copy of a written instrument that is an exhibit to a pleading is part of the pleading for all purposes."); Tierney v. Vahle, 304 F.3d 734, 738 (7th Cir. 2002) (court may consider attachments to a complaint without converting motion to dismiss into motion for summary judgment). However, my ruling on the parties' motions for summary judgment, which was made using facts outside the pleadings, must be considered in addressing plaintiffs' motion to dismiss because that ruling is the law of this case. Under the law of the case doctrine, "a court ought not to re-visit an earlier ruling in a case absent a compelling reason such as manifest error or a change in the law, that warrants re-examination." Minch v. City of Chicago, 486 F.3d 294, 301 (7th Cir. 2007). No compelling reasons are apparent here.

Further, after plaintiffs filed their motion to dismiss on August 31, 2009, but before the motion came under advisement on October 1, 2009, both parties filed amended pleadings, dkts. 31 and 32. Because plaintiffs filed an amended complaint, defendants filed yet another amended answer and counterclaim on October 19, 2009, after the motion to dismiss came under advisement. Thus, some of the allegations addressed in plaintiffs' initial brief on their motion to dismiss have been altered and new allegations have been added. Even though plaintiffs never had an opportunity to address defendants' new and altered allegations, I must consider them because defendants' amended answer and counterclaim constitute their operative pleading.

With the case's procedural position in mind, I turn to the merits of the motion to dismiss. I set out many of the facts in the summary judgment order, so I will not repeat them here. Instead, I will refer to relevant allegations from the pleadings as needed.

I. Defendants' First Counterclaim

In their first counterclaim, defendants seek a declaratory judgment that (1) the marketing rights regarding Glenn Seed's inbred lines of corn received from plaintiffs did not terminate when TLC Wisconsin filed articles of dissolution, (2) those marketing rights continue in full force and effect and (3) TLC Wisconsin continues in existence as a matter of law until its affairs are wound up or the court determines that the rights have vested in TLC Minnesota. Plaintiffs contend that this counterclaim should be dismissed under Rule 12(b)(1) because it is moot.

Regardless whether the counterclaim was moot at the time the motion to dismiss was filed, it is now the law of this case that "the marketing rights that had been orally granted to TLC Wisconsin were terminated as of February 11, 2009" and that "TLC Wisconsin exists as a business entity because its affairs have not been wound up." Dkt. 46 at 12. Therefore, defendants cannot obtain a declaratory judgment that the marketing rights remain in effect. However, I have determined that TLC Wisconsin will remain in existence until its affairs are wound up and that the marketing rights were not terminated until February 11, 2009. Accordingly, defendants' first counterclaim will not be dismissed, but the law of this case will limit defendants' future success on this claim.

II. Defendants' Second Counterclaim

Defendants' second counterclaim actually raises two separate causes of action. Defendants allege that Glenn Seed tortiously interfered with contracts and that the interference resulted in Glenn Seed being unjustly enriched. Plaintiffs contend that defendants' allegations fail to state a claim for either tortious interference or unjust enrichment claim. I disagree.

A. Tortious Interference with Contract

Under Wisconsin law, tortious interference with a contract requires proof of these elements:

(1) The plaintiff had a contract or prospective contractual relationship ...


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