Case: 22-30277 Document: 00517065886 Page: 1 Date Filed: 02/15/2024
United States Court of Appeals
for the Fifth Circuit
____________
United States Court of Appeals
Fifth Circuit
No. 22-30277
____________ FILED
February 15, 2024
Tara Shaw; Tara Shaw Designs, Ltd., Lyle W. Cayce
Clerk
Plaintiffs—Appellants,
versus
Restoration Hardware, Inc.,
Defendant—Appellee.
______________________________
Appeal from the United States District Court
for the Eastern District of Louisiana
USDC No. 2:21-CV-1540
______________________________
Before Richman, Chief Judge, and Stewart and Dennis, Circuit
Judges.
James L. Dennis, Circuit Judge:
Appellants Tara Shaw and Tara Shaw Designs, Ltd. (“TSD” and
together, “Shaw”) brought claims of breach of contract, detrimental
reliance, and unjust enrichment against Restoration Hardware (“RH”). The
district court granted RH’s motion to dismiss Shaw’s first amended
complaint, denied Shaw’s motion to reconsider that decision, and denied
Shaw’s motion to further amend the complaint. For the following reasons,
we AFFIRM.
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I.
A.
Tara Shaw is a New Orleans-based antique dealer and furniture
designer. In 2014, Shaw entered a written contract with RH, whereby Shaw
licensed certain designs to RH in return for royalty payments based on sales
of the furniture and décor using the licensed designs. After the parties
executed the written agreement, RH asked Shaw if it could use the same
factories and artisans Shaw uses to produce the licensed products. Shaw
considered these factories and artisans to be “valuable resources,” and was
reluctant to share their identities with RH. Shaw alleged that to alleviate
these fears, RH orally promised that it would not use these same artisans to
produce any designs that were not part of the licensing agreement without
first seeking Shaw’s permission and entering into a separate agreement to
further compensate Shaw for any use of the artisans to manufacture products
that “did not embody” the licensed designs.
In 2020, Shaw learned that RH was using one of these disclosed
artisans, WJC Designs, Inc. (“WJC”), to make wall décor that was not part
of the licensed designs. When Shaw contacted RH about its use of WJC, RH
denied making any oral promise regarding its use of the artisans outside the
scope of the licensing agreement. Based on the breach of the alleged oral
promise, Shaw sued RH for breach of contract, detrimental reliance, and
unjust enrichment.
B.
Shaw initiated this lawsuit in 2021, bringing claims for breach of
contract and detrimental reliance against RH. RH moved to dismiss the
complaint, and Shaw filed an amended complaint to “more specifically state
the promises that were made by RH” and add a claim for unjust enrichment
as an alternative theory of recovery. RH again moved to dismiss Shaw’s
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complaint for failure to state a claim. Shaw then requested a thirty-day
extension to the deadline to amend pleadings, which the district court
granted. After the extension, Shaw requested another extension to add new
parties to the lawsuit.
The district court granted RH’s motion to dismiss and granted
Shaw’s request to extend the pleading amendment deadline for the sole
purpose of adding new defendants. Shaw filed a motion to reconsider and
asked the district court for permission to file a second amended complaint
against RH. After a hearing, the district court denied both of Shaw’s motions,
finding that Shaw had failed to show good cause warranting a further
extension of the amendment deadline and that Shaw’s proposed
amendments were futile. The district court entered final judgment in favor
of RH, and Shaw timely appealed.
II.
We review the grant of a motion to dismiss under Rule 12(b)(6) de
novo, “accepting all well-pleaded facts as true and viewing those facts in the
light most favorable to the plaintiffs.” Dorsey v. Portfolio Equities, Inc., 540
F.3d 333, 338 (5th Cir. 2008) (citation omitted). A complaint survives a
motion to dismiss if it “pleads factual content that allows the court to draw
the reasonable inference that the defendant is liable for the misconduct
alleged.” Ashcroft v. Iqbal,
556 U.S. 662, 678 (2009). “Denial of a motion to
amend is reviewed for abuse of discretion.” Stem v. Gomez,
813 F.3d 205, 209
(5th Cir. 2016).
III.
The district court dismissed Shaw’s breach of contract claim, finding
that Shaw and RH’s oral agreement was “nothing more than an
unenforceable agreement to agree” due to it being conditioned on (1) RH’s
wanting to manufacture unlicensed products with the disclosed artisans and
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(2) both parties reaching a mutual agreement on compensation. The district
court also dismissed Shaw’s detrimental reliance claim because Shaw failed
to provide any evidence that they suffered any damages due to their reliance
on RH’s alleged promise, and because the only detriment Shaw suffered was
an opportunity to negotiate for compensation in the future. Further, the court
dismissed Shaw’s unjust enrichment claim because Shaw pleaded other
available legal remedies. Finally, the district court denied Shaw’s motion to
file a second amended complaint because Shaw failed to show good cause
warranting amendment after the deadline set in the scheduling order, and
because Shaw’s proposed amendments were futile.
On appeal, Shaw makes four contentions. First, Shaw argues that they
pleaded an adequate claim for breach of contract because the fact that the
parties contemplated the possibility of future agreements cannot be
construed to be a term of the “very straightforward” oral contract
prohibiting RH’s use of the at-issue artisans without Shaw’s consent.
Second, Shaw asserts that they alleged sufficient facts to support their
detrimental reliance claim. Third, Shaw alternatively contends that the
district court’s dismissal of the unjust enrichment claim should be reversed
if we uphold the district court’s dismissal of Shaw’s breach of contract and
detrimental reliance claims. Fourth, Shaw asserts that they should have been
granted leave to further amend the complaint to address any deficiencies in
their claims.
Shaw’s claims arise under Louisiana law, which is alone in the United
States as a hybrid Civil Law-common law jurisdiction. When interpreting the
law of Louisiana, as we do today, “we are bound to honor” the principles of
interpretation followed by Louisiana courts. In re Orso, 283 F.3d 686, 695 (5th
Cir. 2002); see also Gen. Elec. Cap. Corp. v. Se. Health Care, Inc.,
950 F.2d
944, 950 (5th Cir. 1991). Our analysis thus “begins with the Civil Code of
Louisiana and the definitive holdings of the Louisiana Supreme Court.”
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Mary v. QEP Energy Co., 24 F.4th 411, 416 (5th Cir.), cert. denied,
143 S. Ct.
93 (2022) (internal citation removed). While jurisprudence is generally a
secondary law source in Louisiana, a long line of cases following the same
reasoning forms jurisprudence constante, which “is entitled to great weight in
subsequent decisions.” Heinick v. Jefferson Par. Sch. Bd., 97-579, p. 4 (La.
App. 5 Cir. 10/28/97),
701 So. 2d 1047, 1050, writ denied,
709 So. 2d 739 (La.
1998) (citing Johnson v. St. Paul Mercury Ins. Co.,
236 So.2d 216, 218 (La.
1970) (overruled on other grounds). With this framework in mind, we assess
each of Shaw’s arguments below.
A.
Shaw first brought a breach of contract claim, alleging that RH
promised to only use the at-issue artisans for the licensed designs and instead
used them to make décor that was not part of the licensing agreement. Shaw
alleged that RH knew that it would have to seek Shaw’s permission to use the
at-issue artisans for non-licensed designs and that RH knew that such
permission was not guaranteed. Furthermore, Shaw alleged that this promise
constituted a valid and binding oral agreement between themselves and RH.
To state a claim for breach of contract under Louisiana law, a plaintiff
must plead: (1) the existence of the contract; (2) a breach of an obligation
therein; and (3) damages resulting from the breach. Allday v. Newpark Square
I Off. Condo. Ass’n, 20-358, p. 9 (La. App. 5 Cir. 8/18/21), 327 So. 3d 566,
574; Favrot v. Favrot, 2010-0986, pp. 14–15 (La. App. 4 Cir. 2/9/11),
68 So.
3d 1099, 1108-09, writ denied, 2011-0636 (La. 5/6/11),
62 So. 3d 127. To be
enforceable, a contract must contain the essential terms of the agreement.
Conkling v. Turner,
18 F.3d 1285, 1301–03 (5th Cir. 1994) (affirming dismissal
of breach of contract claim brought under Louisiana law because contract
“lack[ed] . . . a definite price”); see also Eagle Plumbing, Heating, & Air
Conditioning, Inc. v. Ragusa,
517 So. 2d 280, 282 (La. App. 1st Cir. 1987)
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(“[P]laintiff must establish the elements of a contract by proving an offer, an
acceptance and a meeting of the minds of the parties on the terms of the
contract.”). However, where an agreement leaves key terms open for future
negotiation, such an agreement is not enforceable under Louisiana law.
Zeising v. Shelton, 599 F. App’x 231 (5th Cir. 2015) (unpublished) (agreement
that “left wide open” terms of purchase was “not an enforceable contract
under Louisiana” law); McNeely v. Town of Vidalia,
157 La. 338, 342,
102 So.
422, 423 (1924) (“[A]n agreement to agree is no agreement at all, since either
party may avoid it by mere failure to agree.”).
Here, the district court found the alleged oral agreement at issue to be
an unenforceable agreement to agree, since it merely contemplated future
negotiation regarding RH’s potential use of the at-issue artisans. Shaw argues
on appeal that the district court’s dismissal of Shaw’s breach of contract
claim should be reversed because its finding that there was no contract is “at
odds with the plain language of the Amended Complaint and Louisiana
contract law.” Yet the district court properly relied on McNeely in finding the
alleged contract an “agreement to agree” that is unenforceable under
Louisiana law. See McNeely, 102 So. at 423. In McNeely, the Louisiana
Supreme Court held that a portion of a franchise agreement between a
municipality and a ferry operator that called for future agreement as to rates
for automobiles was an “agreement to agree,” which is unenforceable “since
either party may avoid it by [a] mere failure to agree.”
Id.
Here, similarly, Shaw alleges that RH breached its promise to seek
Shaw’s permission to use the at-issue artisans through a future agreement to
further compensate Shaw. By Shaw’s own allegations, the alleged contract
was conditioned on RH wanting to use the at-issue artisans to produce non-licensed designs and the outcome of the parties’ future negotiations
regarding compensation. Because the at-issue agreement left the terms of
potential compensation “wide open” to future negotiation, RH and Shaw
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never entered into an enforceable contract. See Zeising, 599 F. App’x at 231
(citing McNeely,
102 So. at 423); see also Mohamed Yehia Mattar, Promissory
Estoppel: Common Law Wine in Civil Law Bottles, 4 Tul. Civ. L.F. 71, 122
(1988) (“[T]o be binding, the promise to contract must contain all essential
elements of the final agreement. Consequently, if a promise to sell does not
specify the thing or the price, it fails[.]”). The district court properly found
that Shaw’s breach of contract claim fails because the alleged contract was
no more than an “agreement to agree,” which is unenforceable under
Louisiana law.
B.
Shaw also brought a detrimental reliance claim, alleging that Shaw
reasonably relied on RH’s promise to not use the at-issue artisans to
manufacture products not licensed to RH. Shaw alleged that RH’s use of the
artisans caused Shaw harm because RH used those same artisans and
factories to produce other designs “without obtaining permission from and
paying compensation” to Shaw.
To state a claim for detrimental reliance, a plaintiff must plead that:
(1) the defendant [] made a promise to the plaintiff . . . ; (2) the
defendant knew or should have known that the promise would
induce the plaintiff to rely on it to h[er] detriment; (3) the
plaintiff relied on the promise to h[er] detriment; (4) the
plaintiff was reasonable in relying on the promise; and (5) the
quantum of the damages sustained if specific performance is
not selected as a remedy.
Wooley v. Lucksinger, 2006-1167, p. 14 (La. App. 1 Cir. 5/4/07), 961 So. 2d
1228, 1238 (emphasis removed); see also La. Civ. Code art. 1967 (2024).
The doctrine of detrimental reliance is “designed to prevent injustice
by barring a party from taking a position contrary” to a prior representation
and is usually brought in the absence of a written or enforceable contract
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between the parties. Drs. Bethea, Moustakas & Weaver L.L.C. v. St. Paul
Guardian Ins. Co., 376 F.3d 399, 403 (5th Cir. 2004) (quoting Babkow v.
Morris Bart, P.L.C., 98-0256, p. 8 (La. App. 4 Cir. 12/16/98)
726 So. 2d 423,
427). Because “Louisiana does not favor recovery under a detrimentalreliance theory,” Koerner v. CMR Constr. & Roofing, L.L.C.,
910 F.3d 221,
232 (5th Cir. 2018), such claims must be examined “with care and
strictness.” Allbritton v. Lincoln Health Sys., 45,537, p. 5 (La. App. 2 Cir.
10/20/10),
51 So. 3d 91, 95 (“[R]ecovery under detrimental reliance is
difficult, because estoppel is not favored in our law.”).
Here, the district court found that Shaw failed to sufficiently allege
any detriment or damages to support her detrimental reliance claim. While
Shaw pleaded damages in unpaid compensation, the district court found that
the promise at issue did not call for compensation because “any agreement
to pay plaintiff was secondary and conditional on RH wanting to manufacture
unlicensed products.” The district court was correct. Shaw did not allege any
facts demonstrating a detrimental change in position based on RH’s promise
to seek permission through a future agreement for compensation or any
damages resulting from RH’s failure to seek permission before using the at-issue artisans.
By Shaw’s own allegations, RH never promised to compensate Shaw,
but only to seek her permission and attempt to enter a compensation
agreement before using the at-issue artisans and factories. Though Shaw
insisted that their position was detrimentally changed because they had
invested time and resources into the at-issue factories and artisans, RH
correctly pointed out that “money [Shaw] already spent before the disclosure
was not incurred in reliance on anything RH said or did.” Even if Shaw
reasonably relied on RH’s promise in divulging the identities of the at-issue
artisans and factories, the revelation of such information did not cause Shaw
any detriment. By the same token, Shaw did not allege cognizable damages
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based on their reliance on RH’s promise because Shaw’s alleged damages
consist entirely of being denied the opportunity to negotiate for further
compensation. Jackson v. Lare, 34,124, p. 6 (La. App. 2 Cir. 11/1/00), 779 So.
2d 808, 813 (“If the plaintiff suffered no damage in reliance on a promise,
there was no detrimental reliance.”); see e.g., Shael Herman, Detrimental
Reliance in Louisiana Law—Past, Present, and Future(?): The Code Drafter’s
Perspective,
58 Tul. L. Rev. 707, 720 (1984) (noting that article 1967
“direct[s] us to focus upon the promisee’s damage as a criterion for the
enforceability of promises”); Saúl Litvinoff, Still Another Look at Cause,
48
La. L. Rev. 3, 27 (1987) (“It must be remembered, in the first place, that there
is no liability unless there is damage[.]”).
RH’s promise “merely encompassed the possibility of a subsequent
and separate agreement to compensate” Shaw. 18 H. Alston Johnson,
III, 18 La. Civ. L. Treatise, Civil Jury Instructions § 19:8 (3d
ed.) (“An agreement to agree in the future, or to negotiate a contract in the
future, is nothing more than a negotiation.”). Because RH’s use of the
artisans without Shaw’s permission only deprived Shaw of the opportunity
to negotiate for compensation, the district court properly dismissed Shaw’s
detrimental reliance claim.
C.
Shaw added an unjust enrichment claim to her first amended
complaint, alleging that RH was unjustly enriched by using the at-issue
artisans without first obtaining permission from and paying compensation to
Shaw.
To state a claim for unjust enrichment, a plaintiff must plead: (1)
enrichment on the part of the defendant; (2) impoverishment on the part of
the plaintiff; (3) a causal relationship between the enrichment received by the
defendant and plaintiff’s impoverishment; (4) an absence of “justification”
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or “cause” for the enrichment and impoverishment; and (5) a lack of other
remedy at law. Baker v. Maclay Props. Co., 94-1529, p. 18–19 (La. 1/17/75),
648 So. 2d 888, 897 (citing Edmonston v. A-Second Mortg. Co. of Slidell, Inc.,
289 So. 2d 116, 120 (La. 1974)); see e.g., La. Civ. Code Ann. art. 2298
(2023) (“A person who has been enriched without cause at the expense of
another [] is bound to compensate that person.”); La. Civ. Code Ann.
art. 2298 cmt. b (“[A] person is impoverished when his patrimonial assets
diminish or his liabilities increase.”). While a plaintiff in Louisiana generally
may not plead a claim for unjust enrichment alongside another legal theory,
La. Civ. Code Ann. art. 2298, unjust enrichment is still available when
the at-issue contract is a legal “nullity.” Baker,
648 So. 2d at 897.
The district court dismissed Shaw’s unjust enrichment claim for
failure to plead the lack of an alternative remedy. On appeal, Shaw contends
that the district court’s dismissal of their breach of contract and detrimental
reliance claims demonstrates the lack of other legal remedies. However,
Shaw must still sufficiently allege facts demonstrating every element in order
to state a claim for unjust enrichment. See Spokeo, Inc. v. Robins, 578 U.S. 330,
338 (2016), as revised (May 24, 2016) (observing that “at the pleading stage
the plaintiff must clearly allege facts demonstrating each element” of her
claim) (cleaned up). Even if Shaw sufficiently pleaded a lack of alternative
remedies at law by failing to adequately plead their other claims, their
complaint still fails to allege the necessary element of detriment to support
an unjust enrichment claim. Scott v. Wesley,
589 So. 2d 26, 27 (La. Ct. App.
1st Cir. 1991) (“The root principle of an unjustified enrichment . . . is that the
plaintiff suffers an economic detriment for which he should not be
responsible[.]”); Nikolaos A. Davrados, Demystifying Enrichment Without
Cause,
78 La. L. Rev. 1223, 1266 (2018) (“The plaintiff must establish that
the transfer of value was made at the expense of her patrimony, and this claim
must be appreciable in money.”). As discussed above, Shaw suffered no
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detriment or damages as a result of RH’s use of the at-issue artisans, and thus
cannot demonstrate impoverishment—the second element of an unjust
enrichment claim. See Baker, 648 So. 2d at 897. The district court did not err
in dismissing Shaw’s unjust enrichment claim.
D.
After RH filed its motion to dismiss the first amended complaint,
Shaw requested two extensions to the pleading amendment deadline to add
new parties to the lawsuit based on discovery obtained from RH. The district
court granted both but limited the second extension to allow Shaw to bring
claims against additional parties. Shaw never filed a second amended
complaint against any additional party but included in their motion to
reconsider a request to file a second amended complaint against RH. 1 The
district court denied the motion to amend, determining that no good cause
existed to allow the amended complaint and that Shaw’s proposed
amendments were futile.
Rule 15 generally governs amendments to pleadings. Fed. R. Civ.
P. 15. However, when “a party seeks to amend pleadings in a fashion that
would alter a deadline imposed by a scheduling order, Rule 15 is superseded
by Rule 16.” T.O. v. Fort Bend Indep. Sch. Dist., 2 F.4th 407, 418 (5th Cir.
2021), cert. denied,
142 S. Ct. 2811 (2022), reh’g denied,
143 S. Ct. 60 (2022);
see also S&W Enters., L.L.C. v. Southtrust Bank of Ala., NA,
315 F.3d 533, 536
n.4 (5th Cir. 2003) (“Having [considered the interaction between Rules 15(a)
and 16(b)], we conclude that the presence of a scheduling order renders the
Rule 15 inquire secondary.”). Rule 16 “governs amendments to pleadings
_____________________
1
Shaw attached a proposed second amended complaint against RH to the motion
to reconsider. In the proposed second amended complaint, Shaw removed the allegations
the district court found fatal to the breach of contract and detrimental reliance claims but
did not add any new allegations against RH.
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after a scheduling order has been entered by the district court and provides
that a scheduling order ‘may be modified only for good cause and with the
judge’s consent.’” Lampkin v. UBS Fin. Servs., Inc., 925 F.3d 727, 733 (5th
Cir. 2019) (quoting Fed. R. Civ. P. 16(b)). “If a party shows good cause
[under Rule 16], then the “‘more liberal standard of Rule 15(a) will apply to
the district court’s denial of leave to amend.’” Filgueira v. U.S. Bank Nat.
Ass’n,
734 F.3d 420, 422 (5th Cir. 2013) (quoting Fahim v. Marriott Hotel
Servs., Inc.,
551 F.3d 344, 348 (5th Cir. 2008)).
The parties dispute the legal standard applicable to evaluating Shaw’s
request to file a second amended complaint. While Shaw insists that Rule 15
applies, RH contends that Rule 16’s more stringent “good cause” standard
applies because Shaw did not file a proposed amended pleading as to RH until
after the expiration of the pleading amendment deadline. While Shaw sought
leave to amend in their response to RH’s motion to dismiss, the one-line
request did not give “any indication of the particular grounds on which the
amendment [was] sought” and thus did “not constitute a motion within the
contemplation of Rule 15(a).” United States ex rel. Willard v. Humana Health
Plan of Tex. Inc., 336 F.3d 375, 387 (5th Cir. 2003) (internal citation removed).
Shaw’s motion is properly analyzed under Rule 16 given that they did not file
a motion for leave to file an amended complaint against RH until after the
expiration of the scheduling order deadlines.
Under Rule 16, courts consider four factors to determine whether
good cause exists to grant leave to amend after the expiration of a scheduling
order deadline: “(1) the explanation for the failure to timely move for leave
to amend; (2) the importance of the amendment; (3) potential prejudice in
allowing the amendment; and (4) the availability of a continuance to cure
such prejudice.” Filgueira, 734 F.3d at 422 (internal citation removed). In
denying Shaw’s motion, the district court noted that Shaw failed to offer any
argument regarding the good cause standard. Moreover, the district court
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found that the factors governing the “good cause” analysis weighed against
Shaw considering that: (1) they offered no reason for their delay in seeking to
file a second amended complaint; (2) they did not add any additional
allegations that would cure the defects the district court found in the first
amended complaint; (3) further amendment would prejudice RH by forcing
it to file a third motion to dismiss and dispute the previously undisputed
allegations contained in the first amended complaint; and (4) a continuance
was unavailable given that the district court already dismissed Shaw’s claims
against RH. See Filgueira, 734 F.3d at 423–24 (rejecting plaintiff’s “attempt
to bring a host of meritless claims by way of amendment [because it] would
cause the [d]efendants great expense and extend the litigation needlessly”).
Moreover, the district court concluded that accepting Shaw’s second
amended complaint would force the court “to overlook and turn a blind eye
to all plaintiffs’ previous allegations, which were the basis of” the district
court’s order dismissing those claims. Shaw already had the opportunity to
file an amended complaint “in the face of motion that spelled out the asserted
defects in the original pleadings,” and “under the circumstances” the
district court did not abuse its discretion in rejecting Shaw’s bid to file a
second amended complaint. United States ex rel. Adrian v. Regents of Univ. of
Cal., 363 F.3d 398, 404 (5th Cir. 2004) (affirming district court’s conclusion
that “[o]ne opportunity to amend, in the face of motions that spelled out the
asserted defects in the original pleadings[] was sufficient under the
circumstances”). Because Shaw failed to meet the “good cause” standard
under Rule 16, and the Rule 15 factors 2 weighed against allowing the
_____________________
2 The district court also analyzed Shaw’s motion under Rule 15 and determined
that the request to amend was futile and would prejudice RH because “[f]orcing [RH] to
again address these claims, for a third time, given [Shaw’s] many deletions, would force
[RH] to prove facts that were previously alleged and undisputed.” Given that the district
court’s dismissal of Shaw’s breach of contract and detrimental reliance claims was based
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amendment, the district court did not abuse its discretion in denying Shaw’s
motion for leave to file a second amended complaint.
IV.
Based on the foregoing, we AFFIRM the district court’s orders
granting RH’s motion to dismiss Shaw’s first amended complaint and
denying Shaw’s motion for leave to file a second amended complaint.
_____________________
at least in part on the lack of specific contract terms and damages or detriment to Shaw, the
second amended complaint—which merely omitted allegations regarding future
negotiations—does not remedy the deficiencies as to Shaw’s detriment or damages.
Because Shaw’s proposed amendments were futile, the district court was also well within
its discretion to deny the motion to amend under Rule 15. Stripling v. Jordan Prod. Co., 234
F.3d 863, 872–73 (5th Cir. 2000) (“It is within the district court’s discretion to deny a
motion to amend if it is futile.”).
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