Impossible Foods Inc. v. Impossible X LLC

Background

Impossible Foods Inc. sued Impossible LLC, which the opinion says was previously identified as Impossible X LLC, over a trademark dispute. The case later included claims against Impossible LLC and Joel Runyon, as well as counterclaims. After Impossible Foods filed a Third Amended Complaint adding fraud claims, the defendants filed an Answer and Revised Counterclaims.

Impossible Foods moved under Federal Rule of Civil Procedure 12(f) to strike several affirmative defenses. An affirmative defense is a defense that, if proven, could defeat or limit a plaintiff’s claim even if the plaintiff’s allegations are otherwise established. The challenged defenses were waiver, acquiescence, estoppel, and unclean hands. Impossible Foods argued that these defenses did not satisfy the pleading standard because they identified no supporting facts and did not specify the legal or factual basis for the defenses. The defendants argued that the defenses were supported by Impossible Foods’ new allegations and by the factual record, and that affirmative defenses did not need to satisfy the pleading standard from Twombly and Iqbal. They also requested permission to amend if the defenses were stricken.

Court’s analysis

The court applied Rule 12(f), which permits a court to strike an insufficient defense or other improper matter from a pleading. It explained that, in the Northern District of California, affirmative defenses generally must include enough factual matter to give the opposing party fair notice of the defense. The court noted that extensive factual allegations are not required, but bare legal conclusions may be insufficient.

The court found that the four challenged defenses contained no factual matter at all. Each used the ambiguous phrase that “[o]ne or more” of Impossible Foods’ claims or requested relief was barred by the defense. The court concluded that the defenses did not provide fair notice and that the defendants’ briefing could not cure the deficiency because a Rule 12(f) motion examines the face of the pleadings.

Leave to amend

The court considered whether the defendants should be allowed to amend the defenses. It found that the defendants had failed once to cure the deficiency, but that this was not a repeated failure. The court also found no undue delay or bad faith and concluded that Impossible Foods had not shown the defenses were legally impossible to pursue.

The court further determined that allowing one amendment would not unfairly prejudice Impossible Foods. Although the motion was filed shortly before the close of fact discovery, the court noted that Impossible Foods had added its fraud claims less than six weeks before that deadline. It also reasoned that the defenses concerned conduct by Impossible Foods, meaning Impossible Foods would have had access to discovery concerning that conduct.

Disposition

The court granted Impossible Foods Inc.’s motion to strike. It ordered that the defendants’ Fourth, Fifth, Sixth, and Tenth Affirmative Defenses be stricken with leave to amend. The defendants were required to file an amended pleading by July 2, 2025. The opinion does not decide whether the defenses would ultimately succeed on their merits.