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DeJohn v. Delta Faucet Company

United States District Court, E.D. Louisiana

December 21, 2018

DARRIN DeJOHN
v.
DELTA FAUCET COMPANY

         SECTION M (4)

          ORDER & REASONS

          BARRY W. ASHE, UNITED STATES DISTRICT JUDGE

         Before the Court is a motion for temporary restraining order and preliminary injunction filed by plaintiff, Darrin DeJohn (“DeJohn”), [1] to which defendant Delta Faucet Company (“Delta”) responds in opposition.[2] Having considered the parties' memoranda and the applicable law, the Court issues this Order & Reasons.

         I. BACKGROUND

         This case involves a claim for detrimental reliance made by the owner of a limited liability company (“LLC”) against a company with which his LLC has a contract. On September 21, 2016, DeJohn, a resident of Louisiana, purchased Woolf-Harris, LLC (“Woolf-Harris”), a sales company that, by contract, is Delta's sales representative in the territories of Louisiana, Mississippi, and western Tennessee.[3] Woolf-Harris has been a Delta sales representative since 1975.[4] DeJohn alleges that, before he purchased Woolf-Harris, Delta representatives promised him, “outside of and in addition to any agreement Delta had with Woolf-Harris generally, ” that Delta would not terminate its contract with Woolf-Harris if DeJohn remained the owner and Woolf-Harris maintained its level of performance.[5]

         The contract between Delta and Woolf-Harris provides:

Either party shall have the absolute discretionary right to terminate the Representation Period, with or without cause or reason, by giving prior written notice of such termination at least ninety (90) days prior to the effective date of termination (the “Termination Date”).[6]
The contract also contains an integration clause, which states:
the terms and conditions of this Agreement supersede any and all previous agreements between the parties, whether oral or written, including any rights of [Woolf-Harris] under such agreements. The parties agree that the terms of this Agreement, together with any confidentiality or non-disclosure agreement, comprise the entire agreement between them.[7]

         On September 20, 2018, Delta notified Woolf-Harris via letter that it intended to terminate the contract, without cause, effective December 31, 2018.[8]

         On December 11, 2018, DeJohn filed this action against Delta alleging a claim for detrimental reliance and seeking injunctive relief preventing Delta from terminating its contract with Woolf-Harris.[9] DeJohn filed the suit in his individual capacity alleging that he would not have purchased Woolf-Harris, at a substantial personal cost, if Delta had not made the alleged promise.[10]

         On December 18, 2018, DeJohn moved for a temporary restraining order and preliminary injunction preventing Delta from terminating its contract with Woolf-Harris.[11] DeJohn argues that he will suffer irreparable harm in the loss of his business if the injunctive relief is not granted.[12] Delta contends in part that DeJohn, in his personal capacity, lacks standing to obtain injunctive relief prevent it from lawfully terminating a contract with a third party, Woolf-Harris.[13]

         II. LAW & ANALYSIS

         Article III of the Constitution of the United States specifies that a federal court's “power extends only to ‘Cases' and ‘Controversies.'” Spokeo, Inc. v. Robins, __ U.S. __, 136 S.Ct. 1540, 1547 (2016), as revised (May 24, 2016). “Standing to sue is a doctrine rooted in the traditional understanding of a case or controversy, ” which developed in the jurisprudence “to ensure that federal courts do not exceed their authority as it has been traditionally understood.” Id. (citation omitted). The standing ...


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