MEMORANDUM & ORDER On December 15, 2022, Plaintiff Solata Foods, LLC commenced this action against Defendants Farmers Direct Corp. and Paul Kang, stemming from Defendants’ alleged failure to pay for goods covered under the Perishable Agricultural Commodities Act (“PACA”), 7 U.S.C. §499a et seq., that were sold by Plaintiff to Farmers Direct Corp. See generally Complaint, ECF No. 1. On April 14, 2023, Plaintiff filed the Amended Complaint. See Amended Complaint (“Am. Compl.”), ECF No. 11; see also Am. Compl. Exhibit (“Ex.”) A, ECF No. 11-1. The Amended Complaint is brought in seven Counts: Count I alleges “Failure to Pay Trust Funds;” Count II alleges “Breach of Contract/PACA — Failure to Pay for Goods Sold;” Count III alleges “Unlawful Dissipation of Trust Assets by Corporate Officials;” Count IV alleges “Breach of Fiduciary Duty;” Count v. alleges “Unjust Enrichment;” Count VI seeks “Attorneys’ Fees and Interest” under “PACA and the Outstanding Invoices;” and Count VII seeks “Declaratory Relief” in various forms. See Am. Compl.
31-62.1 Plaintiff seeks monetary and declaratory relief. See Am. Compl. at 10-11. Pending before the Court is Defendants’ Motion to Dismiss the Amended Complaint pursuant to Rules 12(b)(1) and 12(b)(6) of the Federal Rules of Civil Procedure. See Defendants’ Notice of Motion to Dismiss Amended Complaint (“Motion to Dismiss”), ECF No. 20; see also Defendants’ Memorandum of Law (“Defs.’ Br.”), ECF No. 22; Defendants’ Reply Memorandum of Law (“Defs.’ Reply”), ECF No. 25. Plaintiff opposes the Motion to Dismiss. See Memorandum in Opposition (“Pl.’s Br.”), ECF No. 24. For the reasons set forth below, Defendants’ Motion to Dismiss is granted and the Amended Complaint is dismissed in its entirety. BACKGROUND I. Factual Background Plaintiff alleges that Plaintiff was and is engaged in the business of buying and selling wholesale quantities of perishable agricultural commodities (“Produce”) and was and is a licensed dealer under PACA, see Am. Compl. 13; that Defendant Farmers Direct Corp. was and is acting as a dealer and commission merchant of wholesale quantities of perishable agricultural commodities and is subject to PACA, see Am. Compl. 14; and that Defendant Paul Kang was and is the owner, officer, and/or director of Defendant Farmers Direct Corp., see Am. Compl. 15. Plaintiff alleges that it sold and delivered wholesale amounts of Produce to Defendants, who accepted and retained that Produce (the “Accepted Produce”). See Am. Compl. 17. Plaintiff further alleges that the Accepted Produce that was billed and shipped to Defendants was accepted and used by Defendants for resale and/or wholesale to Farmers Direct Corp.’s customers without objection. See Am. Compl. 18. Plaintiff alleges that “[a]t the time Defendants received and accepted the Accepted Produce, Plaintiff became a beneficiary in a statutory trust created by PACA, 7 U.S.C. §499e(2) (the ‘PACA Trust’), which is designed to assure payment to Produce suppliers and which consists of all Produce or Produce-related assets, including the funds generated from the sale of the Produce, including all funds commingled with funds from other sources, and all assets procured by such funds, in the possession or control of Defendant pursuant to 7 U.S.C. §499e,” see Am. Compl. 19; that “[p]ursuant to the PACA Trust, and the Regulations promulgated thereunder, Defendants were statutorily required to maintain a trust in favor of Plaintiff in order to make full payment to Plaintiff of the full amount of the Accepted Produce,” see Am. Compl. 20; that “[t]he payment terms on the Invoices sent by Plaintiff to Defendants are ‘PACA Net 10′, which is well within the thirty (30) day limit for credit terms under PACA,” see Am. Compl. 21; and that “Defendants have made no payments to Plaintiff on account of the Accepted Produce since August 8, 2022, and there remains an outstanding balance of $310,449.29 as of October 11, 2022,” see Am. Compl. 22.2 Plaintiff alleges that on or about October 11, 2022, Plaintiff “submitted an Informal Complaint to the United States Department of Agriculture (‘USDA’) asserting its PACA rights against [Defendant Farmers Direct Corp.] for its failure to pay the invoices attached as Exhibit A [to the Amended Complaint].” See Am. Compl. 23; see also Am. Compl. Ex. A. Plaintiff further alleges: “Upon information and belief, the USDA provided a copy of the Informal Complaint to Defendants because, in subsequent communications between USDA and Plaintiff regarding the Informal Complaint, USDA referenced communications with Defendants and their counsel.” See Am. Compl. 24. In addition, Plaintiff alleges: “Upon information and belief, Defendants have been on notice pursuant to 7 U.S.C.A. §499e(c) that Plaintiff intended to exercise its trust rights since, at least, receiving Plaintiff’s Informal Complaint.” See Am. Compl. 25. Plaintiff further alleges, upon information and belief, that Defendants “have dissipated and are continuing to dissipate the corpus of the PACA Trust, which arose in favor of Plaintiff and grew on each delivery of Accepted Produce” and that Defendants “received funds subject to the PACA Trust, which should have been used to pay Plaintiff for the Past Due Balance.” See Am. Compl.
