Form-Over-Substance Rejected: A Pending Rule 12(b)(6) Motion May Be Applied to a Later Amended Complaint When the Amendment Does Not Materially Change the Issues

1. Introduction

This appeal arose from a commercial rivalry in the seafood import market. Kendell Seafood Imports, Inc. (“Kendell”) alleged that Mark Foods, LLC (“Mark Foods”) tortiously interfered with Kendell’s agreement/relationship with a fish distributor, Chilean Sea Bass, Inc. (“CSB”). After Kendell filed an initial complaint, Mark Foods moved to dismiss. Kendell then filed an amended complaint asserting the same single count of “tortious interference,” and the district court granted the pending motion to dismiss with prejudice.

The First Circuit addressed two central issues: (1) whether the district court could apply a pending motion to dismiss to a later-filed amended complaint, and (2) whether the amended complaint plausibly stated a Rhode Island claim for tortious interference—particularly whether it sufficiently alleged Mark Foods’ knowledge of the alleged Kendell–CSB contract/agreement.

2. Summary of the Opinion

The First Circuit affirmed on two independent grounds reflected in the opinion’s structure:

• Procedural holding: The district court did not err by applying Mark Foods’ already-filed motion to dismiss to Kendell’s amended complaint because the amendment did not add allegations that altered the motion’s relevant arguments; requiring a new motion would “elevate[] form over substance.”
• Pleading holding: Applying Rhode Island law of tortious interference, the amended complaint failed—at minimum—on the knowledge element. Allegations that Mark Foods had solicited CSB between 2012 and 2020 did not support a reasonable inference that Mark Foods knew of a specific Kendell–CSB agreement for the 2021 catch (or the alleged arrangement to roll 2020 balances into 2021 pricing).

3. Analysis

3.1 Precedents Cited

Federal pleading/Rule 12(b)(6) framework

• García-Catalán v. United States, 734 F.3d 100 (1st Cir. 2013)
  The court relied on García-Catalán for the de novo standard of review and the “two-pronged approach” to plausibility: (i) separate well-pleaded facts from conclusory legal allegations, then (ii) determine whether the credited facts support a reasonable inference of liability. This case supplies the method that drives the opinion’s treatment of Kendell’s “fully aware” and “knowingly” assertions as non-credited conclusions.

Choice of law for the substantive tort

• New Comm Wireless Servs., Inc. v. SprintCom, Inc., 287 F.3d 1 (1st Cir. 2002)
  Cited for the proposition that the First Circuit applies the forum state’s substantive law—in this case, Rhode Island—to evaluate whether Kendell stated a tortious interference claim.

Rhode Island tortious interference elements and “improper” interference

• Tidewater Realty, LLC v. State, 942 A.2d 986 (R.I. 2008) (quoting Smith Dev. Corp. v. Bilow Enters., Inc., 308 A.2d 477 (R.I. 1973))
  These cases provide the four classic Rhode Island elements: (1) existence of a contract, (2) defendant’s knowledge of the contract, (3) intentional interference, and (4) resulting damages. The First Circuit adopted this formulation as the governing test.
• Avilla v. Newport Grand Jai Alai LLC, 935 A.2d 91 (R.I. 2007)
  Avilla sharpened the interference requirement, emphasizing that Rhode Island requires an “intentional and improper” act of interference, not merely an intentional act. The opinion uses Avilla to underscore that Rhode Island’s tort is not triggered by ordinary competition alone; the interference must be improper in a tort sense.
• Mesolella v. City of Providence, 508 A.2d 661 (R.I. 1986)
  Invoked (through Avilla) to distinguish interference with contractual relations from interference with prospective contractual relations: the elements are “identical” except that an actual contract must exist for the former. The First Circuit noted Kendell’s shifting references to prospective opportunity but treated the pleaded count as interference with contractual relations.
• Restatement (Second) of Torts § 766B cmt. d
  Cited (through Avilla) as the source of the “intentional and improper” gloss. While the panel ultimately affirmed on knowledge, this Restatement-based framing matters because it signals that conclusory assertions of “improper” interference must be supported by concrete facts showing why the conduct is improper.

3.2 Legal Reasoning

A. Applying a pending motion to dismiss to an amended complaint

Kendell argued that its amended complaint superseded the original and thus “mooted” the pending motion to dismiss. The First Circuit rejected a rigid, formalistic approach. It held that the district court could treat the motion as directed to the amended complaint because the amended complaint did not introduce allegations that altered the motion’s relevant arguments; requiring Mark Foods to refile a “materially identical” motion would waste resources and elevate procedural form over substantive resolution.

Practically, the court also noted that both parties’ briefing treated the amended complaint as operative—reinforcing the conclusion that no unfairness arose from proceeding on the existing motion.

B. Plausibility and the “knowledge” element under Rhode Island law

The court affirmed dismissal by focusing on a single dispositive element: knowledge. Under the García-Catalán framework, Kendell’s statements that Mark Foods was “fully aware” of the agreement and acted “knowingly” were treated as legal conclusions because they did not supply supporting factual detail—such as when, how, from whom, or through what communications Mark Foods learned of a specific Kendell–CSB agreement for 2021.

The only concrete factual allegations relevant to knowledge were that Mark Foods had attempted to procure CSB’s catch between 2012 and 2020 by sending proposed prices and purchase requests. The court reasoned these facts support, at most, an inference that Mark Foods knew it had lost business to unknown competitors in prior years and continued to compete for CSB’s catch. That inference does not equate to knowledge of a particular contract (or contract-like arrangement) between Kendell and CSB for 2021.

Because failure to plead any single element defeats the claim, the panel affirmed without needing to decide whether the amended complaint adequately pleaded intentional (and improper) interference or damages.

3.3 Impact

Procedural impact (motions to dismiss vs. amended pleadings)

• Efficiency principle: In the First Circuit, district courts have leeway to apply a pending Rule 12(b)(6) motion to an amended complaint where amendments do not materially change the issues raised by the motion.
• Litigation strategy: Plaintiffs cannot assume that filing an amended complaint will automatically reset motion practice; if amendments do not address the defects targeted by the motion, dismissal may proceed without a refiling formality.

Substantive/pleading impact (tortious interference)

• Knowledge must be fact-supported: The decision reinforces that a tortious interference claim—especially the knowledge element—requires factual allegations showing a plausible path to knowledge, not simply an assertion that the defendant “knew.”
• Competition vs. contractual knowledge: Prior solicitation and market competition, without more, may imply awareness of a business relationship in the abstract, but it does not plausibly imply knowledge of a specific contract.
• Targeted pleading: Future plaintiffs in Rhode Island tortious interference cases in federal court should plead concrete knowledge facts (e.g., notice letters, communications referencing the contract, admissions, shared agents, industry disclosures, or specific bid interactions revealing exclusivity).

4. Complex Concepts Simplified

• Rule 12(b)(6) (“failure to state a claim”): A defendant can win dismissal at the pleading stage if the complaint’s factual allegations—assumed true—still do not add up to a legally plausible claim.
• Plausibility vs. conclusions: Courts accept well-pleaded facts, but they do not credit labels like “knowingly,” “improperly,” or “fully aware” unless the complaint also includes facts that make those labels believable.
• Tortious interference (Rhode Island): The plaintiff must allege a contract, the defendant’s knowledge of it, intentional (and improper) interference with it, and damages.
• “Intentional and improper”: Rhode Island requires more than purposeful conduct; the interference must be wrongful in a way the law recognizes—not merely aggressive competition.
• Amended complaint and pending motions: While an amended complaint typically becomes the operative pleading, courts may pragmatically apply an already-briefed motion to dismiss to the amendment when nothing material changed.

5. Conclusion

Kendell Seafood Imports, Inc. v. Mark Foods, LLC delivers two practical lessons. Procedurally, a plaintiff’s amended complaint will not necessarily force refiling of an already-pending Rule 12(b)(6) motion when the amendment does not materially alter the motion’s issues—courts may avoid “form over substance.” Substantively, the decision underscores strict federal plausibility expectations for Rhode Island tortious interference claims: allegations of the defendant’s knowledge must be supported by concrete facts, and a history of solicitation or competition alone will not plausibly establish knowledge of a specific contract.