Home New Opinions Missouri Court Denies BIAH’s Attempt To Dismiss WRI Trustee’s $500k Complaint

Missouri Court Denies BIAH’s Attempt To Dismiss WRI Trustee’s $500k Complaint

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January 27, 2022, Western District of Missouri – Trustee Jill Olsen’s for Debtor Western Robidoux, Inc. (WRI) brought an amended complaint against Boehringer Ingelheim Animal Health USA, Inc. (BIAH) to recover $531,722.49 in indemnity payments. The original complaint against BIAH asserted five counts: avoidance of “fraudulent transfers” under Section 548; avoidance of “fraudulent transfers” under Section 544 and the Missouri Uniform “Fraudulent Transfer” Act (MUFTA); recovery of property “fraudulently transferred”; “breach of contract”; and unjust enrichment. The amended complaint retained Counts I, II, and III from the original complaint but incorporates additional factual allegations and updated Count IV & V. Count IV asserted a claim for contractual indemnity, and Count V asserted a claim for money had and received. 

BIAH moved for dismissal of the amended complaint, arguing that the allegations in the amended complaint are not sufficient to enable the Court to draw the reasonable inference that BIAH is liable for the misconduct alleged. Specifically, BIAH argued that Counts I, II, and III of the amended complaint did not state facially plausible claims for avoidance and recovery of “fraudulent transfers” because the Trustee did not sufficiently allege that WRI received less than reasonably equivalent value for transfers it made to BIAH or was insolvent during the relevant periods. BIAH next argued that count IV did not state a facially plausible claim for contractual indemnification because the Trustee did not allege that WRI incurred any liability, and the applicable statute of limitations barred the claim. Finally, BIAH argued that Count V did not state a facially plausible claim for money had and received because the Trustee did not allege facts sufficiently establishing that BIAH received a benefit unjustly.

The Court found that Defendant was not entitled to dismissal of “fraudulent transfer” claims under Sec. 548 or MUFTA because the Trustee sufficiently alleged a lack of reasonably equivalent value and insolvency for purposes of the claims. The Court held that the Trustee stated a facially plausible claim for contractual indemnification because the complaint sufficiently pled that Debtor suffered losses in the form of litigation costs that arose from BIAH’s performance under a supply agreement and its losses in its defense in federal litigation. The Court also held that the statute of limitations under Mo. Rev. Stat. 516.100 on the indemnification claim had not begun to run because WRI was continuing to incur attorney’s fees in the federal litigation. 

Next, the Court found that the Trustee has alleged sufficient facts to state a plausible claim under the three elements of ‘money had and received’ – The first element by asserting that BIAH obtained $531,722.49 from WRI; the second element by asserting that BIAH benefited from the money because BIAH used the money to pay its attorneys’ fees and earn interest income; the third element by asserting that BIAH’s acceptance and retention of the money was unjust because WRI had no contractual obligation to pay BIAH $531,722.49

Thus, the Court ruled that the complaint includes sufficient allegations to survive BIAH’s motion to dismiss and accordingly denied Defendant’s motion to dismiss.

Western Robidoux, Inc. v. Boehringer Ingelheim Animal Health USA, Inc. (In re Western Robidoux, Inc.), 2022 Bankr. LEXIS 207, United States Bankruptcy Court for the Western District of Missouri

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