Beluca Ventures LLC v. Einride Aktiebolag

Background

Beluca Ventures LLC and its founder, Christian Lagerling, alleged that Einride Aktiebolag entered into an oral agreement with Beluca in December 2020 for fundraising leadership and assistance in connection with Einride’s Series B financing. The alleged terms included a 2.5% payment on funds raised from a new lead investor, a 1% payment on funds raised from other new investors, and a $10,000 monthly retainer. Beluca alleged that Einride raised $110 million and then refused to pay the compensation Beluca claimed under the agreement.

Beluca asserted breach-of-contract and quasi-contract claims, including unjust enrichment, quantum meruit, promissory estoppel, and conversion. A quasi-contract claim is an alternative theory seeking relief when an enforceable contract may not exist. In an earlier order, the court dismissed the quasi-contract claims but allowed Beluca to amend them. Beluca then filed a First Amended Complaint alleging, among other things, that Einride itself had disputed the oral agreement’s validity because of alleged approval and authorization requirements.

Quasi-Contract Claims

Under Federal Rule of Civil Procedure 12(b)(6), a court dismisses a claim when the complaint does not allege enough facts to plausibly support relief. The court held that Beluca had sufficiently pleaded the quasi-contract claims in the alternative. Beluca had identified specific allegations from Einride’s answer and counterclaims suggesting that the alleged oral agreement might be void or unenforceable. The court therefore denied Einride’s motion to dismiss the quasi-contract claims.

Allegedly Unauthorized Amendments

Einride also sought to strike Beluca’s allegations that the oral agreement was made “on or about” December 15 or December 16, 2020, rather than specifically on December 15. A motion to strike under Rule 12(f) asks the court to remove certain improper or immaterial material from a pleading. Judge Orrick concluded that the new date allegations were within the scope of the earlier permission to amend, were sufficiently definite for an oral communication, and did not prejudice Einride at the early stage of the case. He therefore denied the motion to strike the purportedly unauthorized amendments.

Punitive Damages

The court held that punitive damages are unavailable for Beluca’s breach-of-contract and quasi-contract claims. It rejected Beluca’s argument that its claim for breach of the implied covenant of good faith and fair dealing supported punitive damages, explaining that the insurance-contract exception cited by Beluca did not apply to this dispute. The court also held that Einride properly challenged the punitive-damages request through a Rule 12(b)(6) motion rather than a motion to strike. It therefore granted Einride’s motion to dismiss the punitive-damages request.

Disposition

The order denied Einride’s motion to dismiss the quasi-contract claims, denied its motion to strike the purportedly unauthorized amendments, and granted its motion to dismiss the punitive-damages request. The opinion does not state that any of these dispositions was with or without prejudice.