Saletech, LLC v. East Balt, Inc.

Plaintiff, a Ukranian company, filed breach of contract action against three American companies which were not signatories to the contract; and also named as Defendant, but never served, a Ukranian company which had agreed to be exclusive distributor of its bakery products. Court properly dismissed, per Section 2-615, Plaintiff's third amended complaint with prejudice. Plaintiff failed to allege facts showing that Ukranian company gave American company authority to enter agreement on its behalf, or that it was apparent agent. Plaintiff failed to allege that either Defendant retained a benefit or expressed intent to be bound by distribution, and thus failed to state claim for ratification. Plaintiff failed to allege facts sufficient to pierce corporate veil, or to support claims of promissory estoppel or unjust enrichment. (LAVIN and MASON, concurring.)