Bodum Holding AG v. Starbucks Corporation

Background

Bodum Holding AG, Bodum USA, Inc., Bodum AG, and Pi-Design AG sued Starbucks Corporation over Starbucks’s alleged dealings with Bodum suppliers and its recall of a Bodum-supplied French Press. Bodum asserted claims for declaratory judgment, product disparagement, and breach of contract. The motion addressed only the breach-of-contract claims.

The parties had two relevant agreements. The 2002 Master Purchaser Agreement governed Starbucks’s purchases of approved products from Bodum and was governed by Washington law. The amended agreement restricted Starbucks from dealing independently with certain Bodum suppliers and required consultation with Bodum before Starbucks engaged alternative suppliers for certain products. The 2008 Confidential Settlement Agreement provided, among other things, that Starbucks would not intentionally copy Bodum’s designs or sell non-Bodum products that intentionally embodied those designs.

Bodum alleged that Starbucks used two suppliers, ML Glass and Ningbo Worldcrown, to manufacture products for Starbucks stores. Neither supplier was listed in the Master Purchaser Agreement as a supplier with whom Starbucks could not independently deal. Bodum alleged that Starbucks’s auditing of the suppliers, after learning about them through Bodum, amended the agreement to include them on the restricted list.

Bodum also alleged that Starbucks purchased non-Bodum products embodying Bodum designs, in violation of the 2008 Settlement Agreement. Bodum did not identify the products or designs involved.

Motion and Legal Standard

Starbucks moved under Federal Rule of Civil Procedure 12(b)(6), which tests whether a complaint states a legally sufficient claim. On such a motion, the court generally accepts well-pleaded factual allegations as true and draws reasonable inferences for the plaintiff, but it need not accept conclusory statements or unsupported assertions. The question is whether the complaint contains enough factual matter to make the claim plausible, not whether the plaintiff will ultimately win.

Analysis

Regarding the Master Purchaser Agreement, the court held that Bodum had not adequately alleged that the agreement was amended to cover ML Glass and Ningbo Worldcrown. Under Washington law, the party claiming a contract modification must show that the parties objectively manifested mutual agreement, along with the required consideration. The court found that Starbucks’s unilateral and preliminary auditing process, without more, did not show mutual agreement to amend the contract. Because the written agreement did not prohibit Starbucks from dealing with those suppliers, the court dismissed the contract claim based on those allegations.

Regarding the 2008 Settlement Agreement, the court held that Bodum had not provided enough factual detail to state a claim. Bodum did not identify which products allegedly embodied which Bodum designs, and it did not provide facts about the products made by ML Glass and Ningbo Worldcrown or the details of their relationship with Starbucks. Merely repeating the agreement’s terms and asserting that Starbucks breached them was insufficient under Rule 12(b)(6).

Disposition

Judge Edgardo Ramos granted Starbucks’s motion to dismiss. Bodum’s breach-of-contract claims were dismissed without prejudice. The Clerk of Court was directed to terminate the motion. The opinion did not resolve Bodum’s separate declaratory-judgment and product-disparagement claims.