The Franchise Memorandum

In a separate order in R&K Lombard Pharmacy Corp. v. Medicine Shoppe International, 2008 WL 648506 (E.D. Mo. March. 5, 2008), the court sided with defendant Medicine Shoppe International, the franchisor of the “Medicine Shoppe” system, and granted its motion for a more definitive statement regarding the allegations contained in the complaint filed against it by 25 franchisees. The plaintiffs’ complaint contained roughly 20 pages of general allegations, which were then incorporated by reference into each of the 19 counts asserted against the defendant. The franchisor argued that it was unable to frame an answer or other response to the asserted counts due to the failure of the complaint to comply with Rule 8 and Rule 10 of the Federal Rules of Civil Procedure.

The court found that the complaint contained a lengthy recitation of general allegations that were not tailored to the individual plaintiffs and, therefore, did not allow the defendant to determine whether the allegations applied to all or only some of the plaintiffs. Furthermore, the court determined that the plaintiffs incorporated by reference all of the general allegations into the individual counts, regardless of whether any of the allegations were material to the claim asserted in the count, making it extremely difficult to identify the factual basis for each claim. Accordingly, the court held that the defendant could not reasonably be expected to frame a responsive pleading.