Refresco Beverages US Inc. v. Congo Brands Procurement LLC

• Court: Superior Court of Delaware
• Decided: August 28, 2025
• Docket: N25C-02-503 EMD CCLD
• Status: Published

Opinion

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE

REFRESCO BEVERAGES US INC., ) ) Plaintiff, ) ) v. ) ) C.A. No.: N25C-02-503 EMD CCLD CONGO BRANDS PROCUREMENT ) LLC and PRIME HYDRATION LLC, ) ) Defendants. )

ORDER GRANTING MOTION TO DISMISS AS TO COUNT III OF THE COMPLAINT

On August 13, 2025, the Court held a hearing on Defendants’ Motion to Dismiss. At the

conclusion of the hearing, the Court issued a bench ruling denying the Motion to Dismiss as to

Counts I and II of the Complaint. The Court took under advisement the Motion to Dismiss as to

Count III of the Complaint.

Count III seeks a declaratory judgment. Specifically, Plaintiff asks the Court to “[a]ward

Plaintiff a declaratory judgment that Defendants are estopped from denying that the Truesdale

Agreement remained in effect through April 5, 2025.” 1

Defendants contend that Plaintiff’s requested declaratory relief simply repackages the

relief sought in Counts I and II, and must be dismissed as duplicative. 2 Defendants maintain that

Plaintiff’s requested declaratory relief encompasses the exact same arguments and issues raised

in its affirmative counts. 3 Plaintiff argues that Count III does not seek a declaratory judgment

that the Truesdale Agreement was breached. 4 Instead, Plaintiff claims that Count III seeks an

1 Compl. at 45. 2 See Mot. at 35. 3 See id. at 36; see also Compl. ¶ 85. 4 See Opp’n at 34. alternative remedy, i.e., a declaration that Defendants are estopped from asserting that the

Truesdale Agreement terminated on November 15, 2023. 5 Plaintiff asserts that the declaratory

count is sufficiently distinct: “[A] decision on the [breach of contract] count[] would not resolve

the declaratory count.” 6

“A declaratory judgment is a statutory action that is meant to ‘provide relief where a

claim is ripe but would not support an action under common-law pleading rules.’” 7 Simply put,

“there is no need for a declaratory judgment where a claimant has recourse to the common law.” 8

“[T]o survive dismissal, a declaratory count must be distinct from the affirmative count such that

‘a decision on the affirmative counts would not resolve the declaratory count.’” 9

The Court has considered the parties’ arguments on Count III. The Court finds that

Count III seeks, in essence and in form, the same relief sought in Counts I and II. The Court has

already denied the Motion to Dismiss as to Counts I and II. Accordingly, Plaintiff has recourse

in the common law for either: (i) breach of contract; or (ii) promissory estoppel.

For these reasons, the Court will GRANT the Motion to Dismiss as to Count III.

SO ORDERED.

August 28, 2025 Wilmington, Delaware

/s/ Eric M. Davis Eric M. Davis, President Judge

cc: File&ServeXpress

5 See id. 6 See id. at 35; see also Columbus US Inc. v. Enavate SMB, LLC, 2024 WL 5274569, at *7 (Del. Super. Dec. 23, 2024). 7 See Columbus US Inc, 2024 WL 5274569, at *17. 8 See id. 9 See id.; see also Blue Cube Spinco LLC v. Dow Chem. Co., 2021 WL 4453460, at *15-17 (Del. Super. Sept. 29, 2021).