ORDER GRANTING DEFENDANTS' MOTION TO DISMISS

[Dkt. No. 14]

DEAN D. PREGERSON, District Judge.

Presently before the court is Defendants' Motion to Dismiss. Having considered the submissions of the parties, the court grants the motion and adopts the following order.

I. Background

Plaintiff Plastic View ATC, Inc. fabricates window shades for use in government air control towers. (First Amended Complaint ("FAC") ¶ 2.) Plaintiff Plastic-View International sells and supplies commercial window film and tinting products.1 (FAC ¶ 3.) Defendant Eastman Chemical Company develops and sells window tinting films. (FAC ¶ 4.) Defendant CPFilms is a wholly-owned subsidiary of one of Eastman's wholly-owned subsidiaries.2

In 1997, Plastic View and Eastman jointly developed a special window shade material for use in air traffic control towers. (FAC ¶ 16.) Plastic View alleges that Eastman did not want to grant Plastic View exclusive rights to sell the new material, and that the parties instead agreed that Eastman would pay Plastic View a royalty of $0.11 per square foot of material sold. (FAC ¶ 18.) Eastman paid the royalties between 2001 and 2007, "then abruptly, and inexplicably, stopped paying the royalty." (Id. ¶ 19.) Plastic View also co-developed two other products with Eastman in 1998, for which Eastman has never paid royalties. (Id. ¶ 20.)

Separate and apart from the joint product development, Plastic View and Eastman "have been in business together for over fifty years whereby Plaintiffs purchase window shade and film material from [Eastman] and sell these goods to [Plastic View]'s customers." (FAC ¶ 21.) Plastic View alleges that this relationship granted Eastman access to unique, aviation-related customers and emerging markets. (FAC ¶¶ 25-26.) Plastic View purchased almost $3 million of product from Eastman between 2008 and 2012. (FAC ¶ 27.) In January 2013, however, Eastman "terminated the supply of window film products" to Plastic View.

Plastic View's FAC alleges ten causes of action, including separate causes of action for breach of implied and oral contract regarding both royalty and supply agreements, breach of the implied covenant of good faith and fair dealing, unfair business practices, account stated, unjust enrichment, and declaratory relief. Eastman now moves to dismiss.

II. Legal Standard

A complaint will survive a motion to dismiss when it contains "sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). When considering a Rule 12(b)(6) motion, a court must "accept as true all allegations of material fact and must construe those facts in the light most favorable to the plaintiff." Resnick v. Hayes, 213 F.3d 443, 447 (9th Cir. 2000). Although a complaint need not include "detailed factual allegations," it must offer "more than an unadorned, the-defendant-unlawfully-harmed-me accusation." Iqbal, 556 U.S. at 678. Conclusory allegations or allegations that are no more than a statement of a legal conclusion "are not entitled to the assumption of truth." Id. at 679. In other words, a pleading that merely offers "labels and conclusions," a "formulaic recitation of the elements," or "naked assertions" will not be sufficient to state a claim upon which relief can be granted. Id. at 678 (citations and internal quotation marks omitted).

"When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement of relief." Id. at 679. Plaintiffs must allege "plausible grounds to infer" that their claims rise "above the speculative level." Twombly, 550 U.S. at 555. "Determining whether a complaint states a plausible claim for relief" is a "context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Iqbal, 556 U.S. at 679.

III. Discussion

A. Royalty Claims

Among other arguments, Eastman contends that Plastic View's claims for breach of an alleged royalty agreement are barred by the statute of limitations. Any claim for breach of an unwritten contract, whether implied or oral, must be brought within two years, and accrues when the aggrieved party discovers the loss or damage. Cal. Code Civ. Pro. § 339(1). Plastic View alleges that Eastman stopped paying royalties after 2007. Plastic View did not file its initial complaint in state court, however, until July 2014.

Plastic View asserts that its royalty-based claims did not accrue "until January 2013 when the business relationship between Plaintiff and Defendant ceased." (Opposition at 13.) This contention, however, is inconsistent with both the FAC and Plaintiffs' opposition. Nowhere in the FAC do Plaintiffs allege that they first learned of the failure to pay royalties in 2013. Rather, the FAC alleges that Eastman "abruptly, and inexplicably, stopped paying the royalty" after 2007. Similarly, Plaintiffs' opposition states that "Defendants had made numerous representations through January 2013 that it [sic] would continue doing business with Plaintiffs and that it would pay on past debts owed to Plaintiff's [sic] based on royalties that had not been paid since 2007 . . . ." (Opp. at 14-15.) The argument that Plastic View did not discover the alleged breach until January 2013 is, therefore, not persuasive. All claims based upon the alleged royalty agreement are dismissed as time-barred.3

B. Sales Agreement Claims

The elements of a breach of contract claim are (1) the existence of a contract, (2) performance or excuse for nonperformance, (3) defendant's breach, and (4) damages. Oasis West Realty, LLC v. Goldman, 51 Cal.4th 811, 821 (2011). See Rockridge Trust v. Wells Fargo, N.A., 985 F.Supp.2d 1110, 1141 (N.D. Cal. 2013). A contract may be either express or implied. Cal. Civil Code § 1619. "A cause of action for breach of implied contract has the same elements as does a cause of action for breach of contract, except that the promise is not expressed in words but is implied from the promisor's conduct." Yari v. Producers Guild of Am., Inc., 161 Cal.App.4th 172, 182 (2008).

Eastman argues that Plastic View has failed to allege the existence of a discernible sales contract. The court agrees. As an initial matter, Plaintiffs cite only a single, pre-Iqbal authority in opposing Eastman's contention. Plaintiffs then argue that "[t]he Sales Agreement is very simple. Plaintiffs and Defendants maintained a mutually beneficial purchase and supply agreement with the understanding that Defendants would continue to supply products for Plaintiffs to sell to their unique customers." (Opp. at 13.) The only other fact alleged in the FAC is that Plaintiffs "have spent over thirty years developing their connections with customers and supplying them with products manufactured by Defendants." (FAC ¶ 22.)

These allegations are not sufficient to plead even the essential terms of the contract. See Unichappell Music, Inc. v. Modrock Production, Inc., No. CV 14-2382 DDP, 2015 WL 546059 at *2 (C.D. Cal. Feb. 10, 2015); Gross v. Symantec Corp., No. C 12-00154 CRB, 2012 WL 3116158 at *11-12 (N.D. Cal. July 31, 2012). The FAC includes no allegations regarding the products or quantities to be supplied, any agreed-upon price, or any duration of or means of terminating the supposed supply contract. Defendants cannot reasonably be expected to defend against such a vague claim. Plaintiffs supply agreement claims are therefore dismissed, with leave to amend.4

C. Unfair Competition Claims

Unfair competition claims under California Business and Profession Code 17200 must have some connection to "the protection of fair competition or the general public." Sacramento E.D.M., Inc. v. Hynes Aviation Indus., Inc., 965 F.Supp.2d 1141, 1154-1155 (E.D. Cal. 2013). Here, Plaintiffs appear to concede that the manufacturer-supplier relationship the parties once allegedly shared might not sustain a Section 17200 claim. (Opp. at 16.) Plaintiffs contend, however, that "Defendant's aggressive conduct as alleged in the FAC evidences Defendants' intent to . . . start competing in the marketplace." (Id.)

Section 17200 claims of unfair business practices against a competitor must generally be tied to some legislative policy or actual or threatened danger to competition. Cel-Tech Communications, Inc. v. Los Angeles Cellular Tel. Co., 20 Cal.4th 163, 180 (1999). Plaintiffs appear to refer to allegations in the FAC that Eastman continues to sell certain products to customers other than Plastic View, and that Eastman raised its prices after one of its main competitors exited the marketplace. (FAC 29-30.) It is not entirely clear, however, with whom Plastic View suggests Eastman intends to compete. The FAC alleges that Eastman continues to sell products that it now refuses to supply to Plastic View, but does not allege that Eastman sells directly to Plastic View's customers or otherwise directly competes with Plastic View. Nor do Plaintiffs identify any allegations in the FAC to support their conclusory assertion that Defendants' "business practices [] are likely to deceive members of the public, and other competitors." (Opp. at 16.) Plaintiffs' Fifth Cause of Action is dismissed, with leave to amend.

D. Account Stated

An account stated is an agreement that items of an account are accurate and that a specific sum is due from party to another; Comercializadora Recmaq Limitada v. Hollywood Auto Mall, LLC, No. 12cv0945 AJB, 2013 WL 2248140 at *16 (S.D. Cal. May 20, 2013); Gleason v. Klamer, 103 Cal.App.3d 782, 786 (1980). While the FAC alleges the bare elements of an account stated claim, it identifies no specific sum. (FAC ¶ 95.) The Eighth Cause of Action is dismissed with leave to amend.

E. Unjust Enrichment

Unjust enrichment is not an independent cause of action. Comercializadora, 2013 WL 2248140 at *15. In any event, a claim for unjust enrichment requires that a defendant receive and unjustly retain a benefit at another's expense. Id. at *16. Here, the FAC does not adequately identify the benefit Eastman retained by ceasing to supply its products to Plastic View. The Ninth Cause of Action is dismissed with leave to amend.5

IV. Conclusion

For the reasons stated above, Defendants' Motion to Dismiss is GRANTED. Plaintiffs' time-barred royalty-based claims are DISMISSED, with prejudice. All other claims are dismissed with leave to amend. Any amended complaint shall be filed within fourteen days of the date of this Order.

IT IS SO ORDERED.