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On February 15, 2024, Liskow lawyers Kathryn Gonski and Shannon Holtzman secured a unanimous, published United States Fifth Circuit Opinion in Shaw v. Restoration Hardware, Inc., affirming a Rule 12(b)(6) dismissal without leave to amend. 2024 WL 640246 (5th Cir. Feb. 15, 2024). Through this opinion, the Fifth Circuit reaffirmed the pleading requirements for breach of contract and quasi-contractual claims. The Court made clear that damages may not be presumed absent factual allegations that connect the purported breach with the specific harm suffered. Moreover, conclusory allegations of breach of an oral “agreement” for future compensation are insufficient. Companies therefore need not bend to litigants hoping for a payday based on nothing more than a purported agreement to negotiate. Further, the Court established—for perhaps the first time—that a plaintiff cannot evade dismissal under Rule 12(b)(6) by seeking to amend to delete original allegations that showed the plaintiff’s claims were invalid.     

In this case, the plaintiffs, an interior designer and her company (“Shaw”), sued Restoration Hardware, Inc. (“RH”), alleging that RH breached a purported oral agreement that it would not use artisans identified to it by Shaw without first seeking Shaw’s permission and entering into a separate agreement to compensate Shaw for such use. Shaw asserted claims against RH for breach of contract, detrimental reliance, and unjust enrichment. At first glance, Shaw’s claims appeared plausibly pled, however, more in depth analysis supported dismissal because the alleged oral agreement left open key terms and merely contemplated future negotiation regarding RH’s potential use of the artisans at issue. RH moved to dismiss Shaw’s claims under Rule 12(b)(6), asserting that Shaw failed to allege an enforceable oral agreement and failed to allege facts sufficient to show any damages Shaw purportedly suffered as the result of RH’s use of the artisans. The district court agreed, granting RH’s motion to dismiss and subsequently denying Shaw’s motion for reconsideration and request for leave to amend to file a second amended complaint.  

The Fifth Circuit affirmed the district court’s rulings in their entirety. First, the Court agreed with the district court’s conclusion that the parties’ alleged agreement, which left the terms of potential compensation “wide open” to future negotiation, was nothing more than an unenforceable “agreement to agree.”

Next, the Court agreed that Shaw’s detrimental reliance and unjust enrichment claims failed, based on the absence of factual allegations sufficient to show that Shaw suffered damages as the result of RH’s use of the artisans.  The Court explained that the denial of the opportunity to negotiate for compensation (in other words, the loss of hoped-for revenue or a potential future bargain) was not a cognizable damage sufficient to meet the “damages” or “impoverishment” element of a detrimental reliance or unjust enrichment claim.

Finally, the Court affirmed the denial of Shaw’s motions for reconsideration and for leave to file a second amended complaint. The Court agreed that because Shaw’s motion to amend was filed after the expiration of the scheduling order deadlines, the “good cause” standard of Rule 16, rather than the more lenient standard under Rule 15, applied. Nonetheless, neither standard was met because Shaw’s proposed amendment did not remedy the prior pleading deficiencies. Instead, Shaw merely sought to omit prior allegations which demonstrated the invalidity of their claims. The district court thus did not abuse its discretion in denying Shaw leave to file a second amended complaint.

A copy of the opinion can be found here.

For further questions regarding this case, contact Liskow attorneys Kathryn Gonski and Shannon Holtzman and visit our Contract & Quasi-Contract Disputes practice page.

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