Automated Summary
Key Facts
Plaintiff Refresco Beverages US Inc. filed a lawsuit against Defendants Congo Brands Procurement LLC and Prime Hydration LLC. On August 13, 2025, the Court held a hearing on Defendants' Motion to Dismiss. The Court denied the Motion to Dismiss as to Counts I and II but granted the Motion to Dismiss as to Count III, which sought a declaratory judgment that Defendants are estopped from denying that the Truesdale Agreement remained in effect through April 5, 2025. The Court found Count III seeks the same relief as Counts I and II.
Transaction Type
Truesdale Agreement between Refresco Beverages and Congo Brands Procurement LLC
Issues
The Court considered whether Count III, which seeks a declaratory judgment that Defendants are estopped from denying the Truesdale Agreement remained in effect through April 5, 2025, is duplicative of the relief sought in Counts I and II. The Court found that Count III seeks the same relief as Counts I and II and granted the Motion to Dismiss as to Count III.
Holdings
The Court denied the Motion to Dismiss as to Counts I and II of the Complaint and granted the Motion to Dismiss as to Count III of the Complaint. The Court found that Count III seeks the same relief as Counts I and II and that Plaintiff has recourse in the common law for either breach of contract or promissory estoppel.
Remedies
- The Court granted the Defendants' Motion to Dismiss as to Count III of the Complaint, which sought a declaratory judgment that Defendants are estopped from denying the Truesdale Agreement remained in effect through April 5, 2025. The Court found that Count III seeks the same relief as Counts I and II and Plaintiff has recourse in the common law for breach of contract or promissory estoppel.
- The Court denied the Defendants' Motion to Dismiss as to Counts I and II of the Complaint at the August 13, 2025 hearing. These affirmative counts remain active and Plaintiff may proceed with claims for breach of contract and promissory estoppel.
Legal Principles
The court analyzed whether Count III's declaratory judgment claim, which seeks a declaration that Defendants are estopped from denying the Truesdale Agreement remained in effect through April 5, 2025, is sufficiently distinct from Counts I and II. The Court found Count III seeks the same relief as the affirmative counts (breach of contract or promissory estoppel) and granted the Motion to Dismiss as to Count III.
Precedent Name
- Columbus US Inc. v. Enavate SMB, LLC
- Blue Cube Spinco LLC v. Dow Chem. Co.
Judge Name
Eric M. Davis
Passage Text
- The Court has considered the parties' arguments on Count III. The Court finds that Count III seeks, in essence and in form, the same relief sought in Counts I and II. The Court has already denied the Motion to Dismiss as to Counts I and II. Accordingly, Plaintiff has recourse in the common law for either: (i) breach of contract; or (ii) promissory estoppel.
- For these reasons, the Court will GRANT the Motion to Dismiss as to Count III.
Damages / Relief Type
- Declaratory judgment that Defendants are estopped from denying the Truesdale Agreement remained in effect through April 5, 2025
- Breach of contract claims seeking monetary relief for alleged contract violations