Le-Jo Enterprises, Inc. v. Cracker Barrel Old Country Store, Inc. et al.

Plaintiff, a supplier of customized lamps that were used exclusively in Cracker Barrel restaurants, filed this action for breach of express contract and breach of contract implied in fact and at law against Cracker Barrel Old Country Store, Inc. (“Cracker Barrel”), and its subsidiary CBOCS Distribution, Inc. (“CBOCS”). The plaintiff alleged in the complaint that both defendants were bound by the Supply Agreement entered into between the plaintiff and CBOCS, and that both defendants breached the contract by failing to purchase 120 days of floor-stock inventory after cancellation of the Supply Agreement or discontinued use of the “Approved Products” identified in the agreement. Defendants filed a Tennessee Rule of Civil Procedure 12.02(6) motion to dismiss for failure to state a claim upon which relief can be granted on the basis that the Supply Agreement expired on July 31, 2011, and that, thereafter, the parties conducted at-will transactions not governed by the Supply Agreement. The trial court granted the motion dismissing all claims against both defendants finding,inter alia: 1) there was no contract between the plaintiff and Cracker Barrel; 2) the Supply Agreement between the plaintiff and CBOCS terminated by its own terms on July 31, 2011, and there was no written extension; 3) there was no contract implied in fact; and 4) there was no contract implied at law. We affirm the dismissal of all claims against Cracker Barrel because Cracker Barrel was never a party to the contract and the complaint failed to state a claim against Cracker Barrel upon which relief could be granted. As for the claims against CBOCS, we have determined that the factual allegations in the complaint are sufficient to state claims against CBOCS for breach of express contract, contract implied in fact and contract implied at law. Therefore, we reverse the dismissal of the claims against CBOCS and remand the claims against CBOCS for further proceedings.