## Facts

- David Corbett, a Los Angeles television producer, and Bison Boys, L.L.C., an Idaho bison-ranch business, signed a written Letter of Engagement to develop and shop a reality-television series about the “Bison Boys.”
- Under the agreement, Bison Boys would pay Corbett $30,000 over three months in exchange for development services, including creating a series bible, an industry-standard pitch deck, and other materials used to pitch the series.
- In exchange for Corbett’s good-faith efforts to present the project to networks, financiers, and talent, Corbett received a one-year exclusive right to represent specified television and related rights in the series.
- The Letter of Engagement authorized Corbett to negotiate with third parties for a potential production deal, and it contemplated further compensation if a deal were reached.
- The parties’ relationship deteriorated. Bison Boys sent Corbett a letter terminating the agreement.
- Corbett sued Bison Boys for breach of contract and related theories. He alleged that, in reliance on the agreement, he spent time and money developing and pitching the project and declined other business opportunities.
- The court previously dismissed Corbett’s original complaint without prejudice for lack of standing, reasoning that the alleged harm was too speculative.
- Corbett filed a First Amended Complaint adding more detail about out-of-pocket expenditures and foregone work and asserting multiple claims against Bison Boys (including breach of contract and quasi-contract theories) and a tortious interference with contract claim against Tyler Porter, an individual associated with Bison Boys.
- Defendants moved to dismiss the amended complaint under Rules 12(b)(1) and 12(b)(6), arguing Corbett still lacked a concrete injury and that Porter could not be liable for interference because of his relationship to the LLC; defendants also argued any reliance recovery should be reduced by an offset for losses Corbett would have incurred if the contract had been performed.

## Issues

1. Whether Corbett’s amended allegations of time and money spent and foregone business opportunities stated a concrete, non-speculative injury in fact sufficient for Article III standing, even though the project never resulted in a third-party production deal.
2. Whether the amended complaint plausibly stated claims for relief (including contract-based and quasi-contract claims) under Rule 12(b)(6) where damages were framed as reliance-type losses.
3. Whether Corbett plausibly pleaded a tortious interference with contract claim against Tyler Porter, including that Porter could be treated as a non-party to the contract at the pleading stage.
4. Whether defendants’ proposed offset against reliance damages supported dismissal at the pleading stage.

## Decision

- The court denied defendants’ motion to dismiss the First Amended Complaint.
- The court held Corbett adequately alleged injury in fact for standing by pleading concrete reliance harms, including expenditures of time and money and turning down other work in reliance on the engagement and exclusivity.
- The court held the amended complaint plausibly stated claims for relief under Rule 12(b)(6); disputes about the amount and measure of damages were not resolved on a motion to dismiss.
- The court rejected dismissal based on defendants’ offset theory, treating any reduction to reliance damages as a later-stage damages question rather than a pleading defect.
- The court allowed the tortious interference claim against Porter to proceed, concluding that whether Porter was shielded by his relationship to the LLC or otherwise privileged was fact-dependent and not suitable for resolution on the pleadings.

## Legal Principles

- On a facial Rule 12(b)(1) challenge based on standing, the court accepts well-pleaded jurisdictional allegations as true and asks whether the plaintiff alleges injury in fact, traceability, and redressability.
- Injury in fact may be shown by present, concrete reliance losses (such as expenditures and foregone opportunities) connected to the defendant’s alleged breach; the absence of realized profits from a speculative future deal does not, by itself, defeat standing.
- At the pleading stage, uncertainty about the ultimate amount of damages does not bar jurisdiction or require dismissal so long as the complaint alleges a legally cognizable injury that a favorable judgment could remedy.
- Under Rule 12(b)(6), a complaint must contain enough factual matter to state a plausible claim for relief; the court draws reasonable inferences in the plaintiff’s favor and does not weigh evidence.
- Arguments that a plaintiff’s reliance recovery should be reduced by an offset typically require factual development and are generally addressed after the pleadings (for example, at summary judgment or trial), not on a motion to dismiss.
- A tortious interference with contract claim requires allegations of a valid contract, the defendant’s knowledge of it, intentional interference causing breach or termination, and resulting damages; whether an LLC principal is treated as a third party (or is privileged) can depend on facts not resolved on the pleadings.

## Conclusion

The District of Idaho denied dismissal of Corbett’s amended complaint, holding that allegations of reliance expenditures and foregone work tied to the terminated Letter of Engagement were concrete enough to establish Article III standing and plausibly supported contract and related claims, while disputes about offsets and whether the LLC’s principal could be liable for tortious interference required factual development beyond the pleading stage.


Corbett v. Bison Boys, L.L.C., 2021 WL 780899 (2021)