Breach of Contract-Denial to Amend Complaint

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7^th Circuit Court of Appeals

Case Name: KAP Holdings, LLC v. Mar-Cone Appliance Parts Co.

Case No.: 22-1359

Officials: Rovner, Hamilton, and Brennan, Circuit Judges.

Focus: Breach of Contract-Denial to Amend Complaint

This case concerns a purported multi-million-dollar contract between two companies that sell and distribute replacement appliance parts. KAP Holdings, LLC, doing business as PartScription, and Mar-Cone Appliance Parts Company (“Marcone”) contemplated forming a business association. But the businesses never combined, and now PartScription seeks to recover from Marcone for breach of an agreement to form a partnership.

The district court decided that PartScription failed to plausibly allege an enforceable contract and dismissed the complaint with prejudice. On appeal, PartScription argues that it should have been allowed to amend its complaint. This court disagrees because PartScription’s complaint fails to plausibly allege a valid contract, and amendment would be futile. The additions fail to provide the missing definite and certain terms. At most, the proposed amended complaint offers supplemental information about what the parties considered to be important next steps. The language used describes a conversation, but it does not allege that the parties promised to undertake obligations.

Affirmed.

Decided 12/12/22

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