United States District Court, E.D. Louisiana
MR. MUDBUG, INC.
BLOOMIN BRANDS, INC.
ORDER AND REASONS
TRICHE MILAZZO, UNITED STATES DISTRICT JUDGE
the Court is Plaintiff's Motion for Reconsideration of
this Court's Order on Defendants' Motion to Dismiss
(Doc. 37). For the following reasons, the Motion is DENIED.
Mr. Mudbug, Inc. d/b/a MMI Culinary Services
(“MMI”) manufactures food products such as soups,
sauces, and dressings. Defendant Bloomin Brands, Inc.
(“BBI”) operates multiple national and
international restaurant chains including Bonefish Grill, LLC
(“Bonefish Grill”). For a period of approximately
eight years, the parties formed a business relationship in
which Plaintiff produced pre-prepared foods for Defendant. By
December of 2014, the business relationship had terminated.
September 25, 2015, Plaintiff filed a state court petition on
open account against Defendant for the payment of two
invoices. Defendant removed the suit to this Court and
asserted a counterclaim against Plaintiff for breach of
contract to supply quality products and ingredients.
Plaintiff then amended its Complaint to add claims for breach
of contract, detrimental reliance, and bad faith. Thereafter,
Defendant filed a Motion to Dismiss Plaintiff's claims.
This Court granted the motion only as to Plaintiff's bad
faith claims and gave Plaintiff an opportunity to amend its
bad faith allegations.
April 11, 2016, Plaintiff filed its Second Amended Complaint,
adding new allegations of bad faith. Defendant thereafter
filed its second Motion to Dismiss, again asserting that
Plaintiff's allegations were insufficient. In support of
its bad faith claim, Plaintiff's Second Amended Complaint
added specific allegations regarding an agreement that it had
for the manufacture and supply of lobster bisque to the
Bonefish Grill restaurant chain for a limited time offer
promotion (“LTO Agreement”). Plaintiff alleged
that the LTO Agreement was intentionally breached in order to
prevent losses in light of the unsuccessful promotion. The
LTO Agreement, however, was between Bonefish Grill and
Plaintiff. Bonefish Grill is a subsidiary of Defendant. This
Court held that because Defendant was not a party to the
agreement, it could not be liable for its bad faith breach.
In so holding, the Court noted that Plaintiff had not shown
the existence of any of the unique circumstances required to
pierce the corporate veil, and thus Defendant could not be
held liable for the acts of its subsidiary.
now seeks reconsideration of this holding. In the instant
Motion for Reconsideration, Plaintiff argues that Defendant
and Bonefish Grill operate as a single business enterprise,
thereby causing Defendant to be responsible for the liability
of its subsidiary.
styled as a Motion for Reconsideration, such a motion is not
specifically recognized under the Federal Rules of Civil
Procedure. When a movant seeks review of an order, such as in
the present case, courts consider a motion for
reconsideration under Rule 54(b), 59, or 60. Because Rules 59
and 60 only apply to final judgments, a motion to reconsider
that challenges an interlocutory order, as here, is analyzed
pursuant to Rule 54(b). Courts in this District generally
analyze motions to reconsider interlocutory orders under Rule
59(e) motion “[i]s not the proper vehicle for rehashing
evidence, legal theories, or arguments that could have been
offered or raised before the entry of
judgment.” Instead, Rule 59(e) serves the narrow
purpose of correcting “‘manifest error[s] of law
or fact or . . . presenting newly discovered
evidence.'“ “‘Manifest error' is one
that ‘is plain and indisputable, and that amounts to a
complete disregard of the controlling
law.'” In the Fifth Circuit, altering, amending,
or reconsidering a judgment under Rule 59(e) “[i]s an
extraordinary remedy that should be used
sparingly.” While district courts have
“considerable discretion in deciding whether to grant
or deny a motion to alter a judgment, ” denial is
Motion for Reconsideration, Plaintiff argues for the first
time that Defendant BBI and its subsidiary Bonefish Grill are
a single business enterprise and therefore Defendant is
liable for Bonefish Grill's bad faith breach of the LTO
Agreement. Plaintiff does not, however, explain why it failed
to raise such an argument in opposition to Defendant's
Motion to Dismiss. Motions for reconsideration “cannot
be used to raise arguments which could, and should, have been
made before the judgment issued.”Plaintiff's
Motion does not identify any newly discovered evidence nor a
manifest error of law committed by this Court. Rather, it
espouses an argument that could have been argued in
opposition to Defendant's Motion to Dismiss.
Plaintiff had espoused a single business enterprise argument
at the appropriate time, however, it would have been
unsuccessful. Plaintiff's Amended Complaint does not
allege any facts upon which this Court could have found a
single business enterprise theory viable. Plaintiff's
Motion for Reconsideration includes facts and exhibits not
alleged or presented to this Court prior to its ruling on
Defendant's Second Motion to Dismiss. ...