Nacarino v. KSF Acquisition Corporation

Background

KSF Acquisition Corporation owns SlimFast. Elena Nacarino alleged that she bought SlimFast Advanced Nutrition Smoothie Mix Vanilla Cream Product after relying on the front-label statement “20g HIGH PROTEIN.” She understood that statement to mean the mix itself contained 20 grams of protein per serving, but alleged that the mix contained only 12 grams per serving. She made similar allegations about three other SlimFast products.

Nacarino asserted seven claims: violations of California’s Consumer Legal Remedies Act (CLRA), False Advertising Law (FAL), and Unfair Competition Law (UCL); breach of express warranty; breach of implied warranty; quasi-contract, unjust enrichment, and restitution; and common-law fraud. She brought the case individually and for proposed classes.

Standing

KSF challenged Nacarino’s Article III standing, which is the constitutional requirement that a plaintiff show a concrete injury connected to the defendant’s conduct and likely to be remedied by the court. The court held that Nacarino lacked standing to seek an injunction based on the product she purchased. Because the product’s instructions and Nutrition Facts panel disclosed how the protein amount was calculated, she could evaluate the product’s protein claim before buying it again, so an injunction would serve no meaningful purpose for her.

The court rejected KSF’s argument that Nacarino lacked standing to seek other relief concerning products she did not purchase. It held that the products involved the same type of food products and the same kind of front-label protein representations. For claims other than requests for injunctions, Nacarino therefore adequately demonstrated constitutional and statutory standing.

Failure to State a Claim

A motion under Rule 12(b)(6) tests whether a complaint alleges enough facts, assumed to be true at this stage, to present a legally plausible claim. The court applied that standard to Nacarino’s seven claims.

For the CLRA, FAL, and UCL claims, the court dismissed Nacarino’s requests for restitution because she did not plausibly allege that damages would be an inadequate remedy for the same alleged harm. The court treated the first claim differently to the extent it sought damages. It held that the pre-suit notice requirement was satisfied by a letter sent by Amir Houriani on behalf of himself and others similarly situated, because the letter gave KSF notice of the same claims and an opportunity to correct the alleged violations. The court also held that Nacarino plausibly alleged that a reasonable consumer could be misled by the prominent front-label protein statement, even though other packaging disclosed that the protein amount included fat-free milk. The CLRA damages claim therefore survived the motion to dismiss.

The court dismissed the express-warranty claim because the “20g HIGH PROTEIN” statement was not a specific and unequivocal promise that the mix alone contained 20 grams of protein per serving. It dismissed the implied-warranty claim because it rested on the same alleged promise and therefore failed for the same reason.

The court construed the unjust-enrichment claim as a quasi-contract claim seeking restitution, but dismissed it because Nacarino had not plausibly alleged that she lacked an adequate legal remedy. The court also dismissed the common-law fraud claim. It concluded that the protein statement was an ambiguous description that could support the CLRA damages claim, but was not an actually false express statement—the showing required for common-law fraud.

Disposition

Judge Maxine M. Chesney ordered that KSF’s motion to dismiss was granted in part and denied in part. The motion was denied to the extent Nacarino’s first claim sought damages. In all other respects, the motion was granted.