The Franchise Memorandum

A federal court in California granted in part and denied in part a dealer’s motion to amend its complaint against Ralph Lauren Corp. and related entities. Card v. Ralph Lauren Corp , 2018 WL 4109082 (N.D. Cal. Aug. 29, 2018). Card was an approved dealer of Ralph Lauren Home products. Following termination of the relationship by Ralph Lauren Home, Card filed suit alleging breach of implied contract, breach of the implied covenant of good faith and fair dealing, violations of the Robinson-Patman Act, and a variety of other tort-based and statutory claims. Ralph Lauren moved to dismiss, and, in response, Card sought to amend her complaint.

The court granted Card’s motion to amend her claims for breach of implied contract and breach of the implied covenant of good faith and fair dealing, holding that Card’s proposed amendments sufficiently alleged plausible claims. However, the court denied Card’s motion to amend her remaining claims, including her claim of violation of the Robinson-Patman Act, finding her proposed amendments of those claims “futile and inadequate.” For example, Card’s Robinson-Patman Act claim contained only the vague allegation that Ralph Lauren had given unfair discounts to Card’s competitors, but failed to plead with specificity the actual discounts provided, that they were for comparable products, that they were contemporaneous, and that they had an anticompetitive effect. Nonetheless, the court granted Card leave to file a further amended complaint if she had a good faith basis to do so.