United States District Court, W.D. Washington, Seattle
ORDER GRANTING DEFENDANT'S MOTION TO
RICARDO S. MARTINEZ CHIEF UNITED STATES DISTRICT JUDGE
matter is before the Court on Defendant's Motion to
Dismiss Plaintiff's First Amended Complaint. Dkt. #13.
Plaintiff Left Coast Ventures, Inc., opposes the Motion. Dkt.
#16. Both parties have requested oral argument, but the Court
finds oral argument unnecessary to its resolution of this
matter. The Court grants Defendant's Motion.
declaratory judgment and breach of contract action arises
from Defendant's ultimate decision to not sell Plaintiff
its interest in Native Roots,  a “Colorado-based cannabis
retail chain.” Dkt. #9 at ¶ 1.
relevant history begins when Defendant offered to buy out
Josh Ginsberg's (“Mr. Ginsberg”) membership
interest in the Native Roots corporate entities pursuant to a
provision in the relevant operating agreements. Id.
at ¶¶ 11-12. This in turn gave Mr. Ginsberg an
opportunity to buy out Defendant's membership, but he
lacked the capital to do so and sought the financial
assistance of Privateer Holdings, Inc.
(“Privateer”). Id. at ¶¶
11-15. Privateer investigated the situation, ultimately
learning that Defendant planned to sell Native Roots after he
obtained full ownership. Id. at ¶ 16. Privateer
entered into a “Letter of Intent” with Defendant
to buy all Defendant's interest in Native Roots following
Defendant's consolidation of ownership. Id. at
¶¶ 17-18, p.13-21 (Ex. A). Defendant's
consolidation of ownership was delayed longer than expected.
Id. at ¶¶ 21-24. Defendant and Privateer
continued to discuss the possibility of an agreement
superseding the Letter of Intent but did not ultimately
agree. Id. at ¶¶ 22-30. Privateer assigned
its rights under the Letter of Intent to Plaintiff.
Id. at 28.
as the assignee of Privateer, initiated this action to
enforce the terms of the Letter of Intent, which it maintains
is an enforceable contract. Id. Plaintiff pursues a
declaratory judgment, specific performance, and money
damages. Id. Defendant seeks dismissal of the action
on the basis that no enforceable contract exists. Dkt. #13.
considering a Federal Rule of Procedure 12(b)(6) motion, the
court accepts all facts alleged in the complaint as true and
makes all inferences in the light most favorable to the
non-moving party. Baker v. Riverside Cnty. Office of
Educ., 584 F.3d 821, 824 (9th Cir. 2009) (citations
omitted). However, the court is not required to accept as
true a “legal conclusion couched as a factual
allegation.” Ashcroft v. Iqbal, 556 U.S. 662,
678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 555 (2007)). “Determining whether a complaint
states a plausible claim for relief will . . . be a
context-specific task that requires the reviewing court to
draw on its judicial experience and common sense.”
Id. at 679 (citations omitted).
complaint must contain sufficient facts “to state a
claim to relief that is plausible on its face.”
Id. at 678. This requirement is met when the
plaintiff “pleads factual content that allows the court
to draw the reasonable inference that the defendant is liable
for the misconduct alleged.” Id. The complaint
need not include detailed allegations, but it must have
“more than labels and conclusions, and a formulaic
recitation of the elements of a cause of action will not
do.” Twombly, 550 U.S. at 555. “The
plausibility standard is not akin to a probability
requirement, but it asks for more than a sheer possibility
that a defendant has acted unlawfully. . . . Where a
complaint pleads facts that are merely consistent with a
defendant's liability, it stops short of the line between
possibility and plausibility of entitlement to relief.”
Iqbal, 556 U.S. at 678 (citing Twombly, 550
U.S. at 556, 557). Absent facial plausibility, a
plaintiff's claims must be dismissed.
Plaintiff's Complaint Should Be Dismissed
parties' disagreement is over the legal effect of the
Letter of Intent. Defendant maintains that the Letter of
Intent was merely an unenforceable agreement to agree. Dkt.
#13 at 5-8. Plaintiff maintains that it was a completed
option contract giving Plaintiff a perpetual right to
“complete the purchase subject to its due
diligence.” Dkt. #16 at 1, 8-10. The Court addresses
the arguments in turn.
parties agree that under Washington law,  “agreements
to agree” are unenforceable. Dkt. #13 at 5; Dkt. #16 at
4. An agreement to agree is “an agreement to do
something which requires a further meeting of the minds of
the parties and without which it would not be
complete.” Keystone Land & Dev. Co. v. Xerox
Corp., 152 Wash.2d 171, 175, 94 P.3d 945, 948 (2004)
(quoting Sandeman v. Sayres, 50 Wash.2d 539, 541-42,
314 P.2d 428, 430 (1957)) (quotation marks omitted).
“An agreement to negotiate a contract in the future is
nothing more than negotiations.” Johnson v. Star
Iron & Steel Co., 9 Wash.App. 202, 206, 511 P.2d
1370, 1373 (1973) (citing Sandeman). Such a proposal
can “ripen into a contract” only if it is
“definite enough so that when it is ...