Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 1 of 7
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE DISTRICT OF PUERTO RICO
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`MAIN COURSE FOODSOLUTIONS, INC.
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`Plaintiff
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`v.
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`KRAFT HEINZ PUERTO RICO, LLC;
`KRAFT
`HEINZ
`COMPANY;
`CORPORATIONS A & B
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`Defendants
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`CIVIL NO. 21-1033
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`Removed from:
`Commonwealth of Puerto Rico
`Court of First Instance,
`Superior Court of San Juan
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`Case No. SJ2021CV00243
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`NOTICE OF REMOVAL
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`NOTICE OF REMOVAL
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`TO THE HONORABLE COURT:
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`COME NOW co-defendants The Kraft Heinz Company (“Kraft Heinz”) and Kraft Heinz
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`Puerto Rico, LLC (“Kraft Heinz PR”) (together, “Defendants”), through the undersigned attorneys,
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`and, pursuant to 28 U.S.C. §§ 1332, 1441 and 1446, hereby remove the above entitled action
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`pending before the Commonwealth of Puerto Rico’s Court of First Instance, San Juan Part,
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`reserving all defenses and rights available to it, and state as follows:
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`I.
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`STATE COURT ACTION
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`1. On January 14, 2021, Plaintiff, Main Course Foodsolutions Inc. (“Plaintiff”), filed a
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`Complaint, including a request for injunctive relief, before the Commonwealth of Puerto
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`Rico’s Court of First Instance, San Juan Part (“State Court”), captioned SJ2021CV00243
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 2 of 7
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`and entitled Main Course Foodsolutions Inc. v. Kraft Heinz Puerto Rico, LLC; Kraft Heinz
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`Company; A & B Corporaciones (“State Court Action”). See Exhibit A, Complaint.1
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`2. On the same date, the State Court issued an Order to Show Cause within five days as to
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`why the requested injunction should not be granted. See Exhibit B, Order to Show Cause.
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`3. On January 15, 2021, Defendants were served with copies of the Complaint and the Order
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`to Show Cause. The summons directed to Kraft Heinz were delivered to the Puerto Rico
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`Secretary of State, because Kraft Heinz is a foreign corporation and does not have a
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`registered resident agent. The summons directed to Kraft Heinz PR were delivered to its
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`resident agent. See Exhibit C, Motion Informing Service of Summons and Proof of
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`Service.
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`4. However, Defendants became aware of the claim on January 19, 2021, when Plaintiff’s
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`attorneys sent a courtesy copy of the State Court Action documents to Defendants’
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`attorneys in a previous case.
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`II.
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`PLAINTIFF’S ALLEGATIONS
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`5. The Complaint states that Plaintiff executed an agreement in 2013 with Heinz
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`Management, LLC, which later merged into Kraft Heinz, to act as its broker or sales
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`representative in relation to certain Heinz products in Puerto Rico (“Agreement”). See
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`Exhibit A, ¶¶6-7.
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`6. Plaintiff alleges that, since 2013, it has consistently been successful in developing the
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`Puerto Rico market for those Heinz products and has produced more than $13,464,000.00
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`1 Defendants are filing copies of the motions filed by Plaintiff in State Court and the State Court orders in Spanish, as
`Exhibits A, B, and C to this Notice of Removal. On this day, Defendants are also filing a Motion for Leave and
`Extension to File Certified English Translations.
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`-2-
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 3 of 7
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`in sales of those products in Puerto Rico between 2013 and 2020, for which sales Plaintiff
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`receives a commission. See Exhibit A, ¶¶ 8-12.
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`7. As per the Complaint, on December 16, 2020, Plaintiff received a letter signed by a
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`representative of Kraft Heinz PR, notifying the termination of the Agreement with Kraft
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`Heinz, effective on January 15, 2021, and requesting Plaintiff to return materials and
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`confidential documents related to Heinz. See Exhibit A, ¶20.
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`8. Plaintiff alleges that it is an exclusive sales representative and the termination of the
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`Agreement was done without just cause as defined in Puerto Rico’s Act of Sales
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`Representatives, Act No. 21 of December 5, 1990 (“Act 21”), which prohibits terminations
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`without just cause of sales representative contracts and would provide a compensation for
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`the significant loss that the termination of the Agreement represents to its operations. See
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`Exhibit A, ¶¶22-23, 27-29, 31-32.
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`9. Therefore, Plaintiff requests a temporary restraining order under Act 21 to maintain the
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`effectiveness of the Agreement while the claim is pending and a compensation for the
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`termination of the Agreement without just cause of 5% of the total sales of Heinz in Puerto
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`Rico during the time in which Plaintiff has acted as its broker. The total sales are estimated
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`in $14,868,000. See Exhibit A, ¶33.
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`10. Alternatively, Plaintiff alleges that Kraft Heinz PR, which is not a party to the Agreement,
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`tried to interfere in its contractual relationship with Kraft Heinz by sending the termination
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`letter. See Exhibit A, ¶¶21, 24-26, 30.
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`11. In said regard, Plaintiff requests a preliminary injunction to stop Kraft Heinz PR from
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`disturbing its commercial relation with Kraft Heinz and a compensation of $200,000 for
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`-3-
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 4 of 7
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`the damages caused due to Kraft Heinz PR’s alleged wrongful intervention. See Exhibit
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`A, ¶¶34-44.
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`III. BASIS FOR JURISDICTION
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`12. This Court has original jurisdiction over this action pursuant to 28 U.S.C. §1332, because
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`there is complete diversity of citizenship between Plaintiff and Defendants, and the amount
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`in controversy exceeds $75,000.
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`13. The Complaint identifies one plaintiff and two defendants. See Exhibit A, ¶¶1-3.
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`14. In determining whether a civil action is removable on the basis of diversity jurisdiction,
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`the citizenship of defendants sued under fictitious names shall be disregarded. See 28
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`U.S.C. §1441(b)(1). Thus, A&B Corporations are not part of the analysis.
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`15. A corporation shall be deemed to be a citizen of every state by which it has been
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`incorporated and where it has its principal place of business. See 28 U.S.C. §1332(c)(1).
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`16. For diversity jurisdiction purposes, citizenship of a LLC is determined by the citizenship
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`of all of its members. PRAMCO, LLC v. San Juan Bay Marina, Inc., et al., 435 F.3d 51,
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`54-55 (2006).
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`17. Plaintiff is a domestic corporation incorporated in Puerto Rico and has its principal place
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`of business in San Juan, Puerto Rico. See Exhibit A, ¶1.
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`18. None of the Defendants’ citizenship for removal purposes is Puerto Rico.
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`19. Co-defendant Kraft Heinz is a Delaware corporation co-headquartered in Pennsylvania and
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`Illinois.2
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`20. Although co-defendant Kraft Heinz Puerto Rico is organized under the laws of Puerto Rico,
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`it is a limited liability company and its sole member is Kraft Foods Group Puerto Rico
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`2 The Complaint states that Kraft Heinz is also known as Kraft Heinz Foods Company, but they are two different
`entities. See Exhibit A, ¶2.
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`-4-
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 5 of 7
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`LLC. Kraft Foods Group Puerto Rico LLC’s sole member is Kraft Heinz Foods Company,
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`which is a limited liability company whose members are Kraft Heinz Intermediate
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`Corporation II and HJH Development Corporation, both of which are corporations
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`organized under the laws of Delaware with their principal place of business in
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`Pennsylvania. As such, Kraft Heinz Puerto Rico is a citizen of Delaware and Pennsylvania.
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`21. It should be noted that the original party to the Agreement with Plaintiff, Heinz
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`Management LLC, merged into Kraft Heinz Foods Company in 2016. See Exhibit D,
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`Certificate of Merger. Kraft Heinz Foods Company functions as an operating entity and is
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`a subsidiary of co-defendant Kraft Heinz.
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`22. All the named Defendants are citizens of states different from Plaintiff’s, so the first prong
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`for diversity jurisdiction is met. See 28 U.S.C. §1332(a)(1).
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`23. The second prong for diversity jurisdiction is also met, given that the Complaint requests
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`the payment of $943,400: $743,400 in compensation under Act 21 (5% of the $14,868,000
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`total sales)3 and $200,000 in damages, exclusive of interests and costs. See Exhibit A,
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`¶¶33, 36. See also St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283, 289 (1938)
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`(The amount in controversy can be determined from the allegations or prayer of the
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`complaint.).
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`24. The amount claimed far exceeds the $75,000 threshold. See 28 U.S.C. §1332(a)(1).
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`25. Because there is complete diversity and the amount in controversy is met, the requirements
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`for removal under 28 U.S.C. §1441(a) and (b) are satisfied.
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`3 Plaintiff claims in its allegations that the total sales of the Heinz products it sold between 2013 and 2020 amounted
`to $13,464,000, but later in the Complaint claims the total sales were $14,868,000. See Exhibit A, ¶¶12, 33.
`Nevertheless, the 5% of any of these amounts -$673,200 or $743,400- is greater than $75,000, so the difference in the
`allegations does not have any effect on diversity jurisdiction for removal purposes.
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`-5-
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 6 of 7
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`IV. COMPLIANCE WITH PROCEDURAL REQUIREMENTS FOR REMOVAL
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`26. The notice of removal must be filed in the district court of the United States for the district
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`and division within which the state court civil action is pending; the Commonwealth of
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`Puerto Rico’s Court of First Instance, San Juan Part, in this case. See 28 U.S.C. §1446(a).
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`Therefore, the United States District Court for the District of Puerto Rico is the proper
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`venue for the removal.
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`27. Defendants are contemporaneously filing a Notice of Filing of Notice of Removal with the
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`Commonwealth of Puerto Rico’s Court of First Instance, San Juan Part. See 28 U.S.C.
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`§1446(d). The Notice of Filing before the State Court, which Plaintiff’s attorneys
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`automatically receive through the State Court’s docketing system, includes the removal
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`documents filed before this Honorable Court. A courtesy copy of all documents submitted
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`to this Honorable Court will also be sent to Plaintiff’s attorneys.
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`28. A notice of removal of a civil action must be filed within 30 days after the receipt of a copy
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`of the initial pleading by the defendant, through service or otherwise, or within 30 days
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`after the service of summons. See 28 U.S.C. §1446(b)(1). Defendants were served five days
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`ago, on January 15, 2021. See Exhibit C. Consequently, this Notice of Removal is timely
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`filed within the 30-day period.
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`29. When a civil action is removed solely on the basis of diversity jurisdiction, all defendants
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`who have been properly joined and served must join or consent to the removal. See 28
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`U.S.C. §1446(b)(2)(A). The two named Defendants are jointly requesting the removal, so
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`there is consent from all defendants.
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`30. Defendants became aware of the State Court Action yesterday and have not had the
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`opportunity to translate the State Court Action documents. See Exhibits A, B and C.
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`-6-
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`Case 3:21-cv-01033-GAG Document 1 Filed 01/20/21 Page 7 of 7
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`Defendants are filing with this Notice of Removal a copy of the documents in the docket
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`of the State Court Action in Spanish and respectfully requests a 30-day extension to file
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`their translations to English. See 28 U.S.C. §1446(a).
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`31. If any question arises as to the propriety of the removal of this action, Defendants
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`respectfully request the opportunity to present a brief, evidence or oral argument in support
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`of their position that this case is removable.
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`WHEREFORE, Defendants respectfully request that the State Court Action be removed
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`to this Court.
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`RESPECTFULLY SUBMITTED.
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`In San Juan, Puerto Rico, on January 20, 2021.
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`It is hereby certified that on this same date, we electronically filed the foregoing with the
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`Clerk of the Court using the CM/ECF system which will send notification of such filing to all
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`attorneys of record.
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`DLA Piper (Puerto Rico) LLC
`Calle de la Tanca #500, Suite 401
`San Juan, PR 00901-1969
`Tel. +1 787.945.9106
`Fax +1 939.697.6141
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`S/ MARIANA MUÑIZ LARA/
`Mariana Muñiz Lara
`PRDC Bar No. 231,706
`mariana.muniz@dlapiper.com
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